Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
Entity Registrant Name | CAN B CORP |
Entity Central Index Key | 0001509957 |
Entity Tax Identification Number | 20-3624118 |
Entity Incorporation, State or Country Code | FL |
Entity Address, Address Line One | 960 South Broadway |
Entity Address, Address Line Two | Suite 120 |
Entity Address, City or Town | Hicksville |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11801 |
City Area Code | (516) |
Local Phone Number | 595-9544 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 960 South Broadway |
Entity Address, Address Line Two | Suite 120 |
Entity Address, City or Town | Hicksville |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11801 |
Contact Personnel Name | Marco Alfonsi |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 114,992 | $ 449,001 | $ 457,798 |
Accounts receivable, less allowance for doubtful accounts of $547,241 and $547,241, respectively | 4,438,286 | 3,646,677 | 2,003,064 |
Inventory | 3,087,338 | 2,553,438 | 344,954 |
Note receivable | 2,898 | 2,898 | |
Prepaid expenses | 1,625 | 8,152 | |
Total current assets | 7,640,616 | 6,653,639 | 2,816,866 |
Property and equipment, net | 6,792,188 | 7,052,926 | 994,979 |
Other assets: | |||
Deposits | 165,787 | 165,787 | 21,287 |
Intangible assets, net | 376,486 | 369,015 | |
Operating lease right-of-use-asset, net | 2,009,212 | 2,220,134 | 58,174 |
Other noncurrent assets | 13,139 | 13,139 | 20,315 |
Total other assets | 2,564,624 | 2,768,075 | 99,776 |
Total assets | 16,997,428 | 16,474,640 | 3,911,621 |
Current liabilities: | |||
Accounts payable | 2,153,587 | 1,163,284 | 153,640 |
Accrued expenses | 157,343 | 2,407,528 | 200,495 |
Due to related party | 210,434 | 218,273 | |
Notes and loans payable, net | 6,063,315 | 4,865,749 | 1,827,531 |
Warrant liabilities | 195,678 | ||
Operating lease liability - current | 809,010 | 808,223 | 43,506 |
Total current liabilities | 9,589,367 | 9,463,057 | 2,225,172 |
Long-term liabilities: | |||
Notes and loans payable, net | 194,940 | ||
Operating lease liability - noncurrent | 1,159,867 | 1,392,068 | 15,492 |
Total long-term liabilities | 1,159,867 | 1,392,068 | 210,432 |
Total liabilities | 10,749,234 | 10,855,125 | 2,435,604 |
Commitments and contingencies (Note 14) | |||
Stockholders’ equity: | |||
Common stock, no par value; 1,500,000,000 shares authorized, 3,264,566 and 2,834,755 issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 76,219,018 | 49,676,847 | 30,874,270 |
Common stock issuable, no par value; 21,547 and 0 shares at March 31, 2022 and December 31, 2021, respectively | 119,586 | ||
Treasury stock | (572,678) | (572,678) | (572,678) |
Additional paid-in capital | 6,206,822 | 5,635,003 | 2,724,689 |
Accumulated deficit | (81,251,556) | (77,766,659) | (65,597,264) |
Total stockholders’ equity | 6,248,194 | 5,619,515 | 1,476,017 |
Total liabilities and stockholders’ equity | 16,997,428 | 16,474,640 | 3,911,621 |
Series A Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred stock | 5,320,000 | 28,440,000 | 28,440,000 |
Series B Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred stock | |||
Series C Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred stock | 207,000 | 207,000 | 5,607,000 |
Series D Preferred Stock [Member] | |||
Stockholders’ equity: | |||
Preferred stock | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 547,241 | $ 547,241 | $ 485,848 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0 | $ 0 | |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 3,264,566 | 2,834,755 | 369,639 |
Common stock, shares outstanding | 3,264,566 | 2,834,755 | 369,639 |
Common stock, issuable no par value | $ 0 | $ 0 | |
Common stock, issuable shares | 21,547 | 0 | |
Common stock, no par value | $ 0 | $ 0 | |
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 20 | 20 | 20 |
Preferred stock, par value | $ 0 | $ 0 | |
Preferred stock, shares issued | 5 | 20 | 20 |
Preferred stock, shares outstanding | 5 | 20 | 20 |
Preferred stock, no par value | $ 0 | $ 0 | |
Series B Preferred Stock [Member] | |||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Series C Preferred Stock [Member] | |||
Preferred stock, shares authorized | 2,000 | 2,000 | 2,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 23 | 23 | 23 |
Preferred stock, shares outstanding | 23 | 23 | 23 |
Series D Preferred Stock [Member] | |||
Preferred stock, shares authorized | 4,000 | 4,000 | 4,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,950 | 1,950 | 1,950 |
Preferred stock, shares outstanding | 1,950 | 1,950 | 1,950 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | ||||
Total revenues | $ 1,860,320 | $ 306,940 | $ 4,603,829 | $ 1,709,669 |
Cost of revenues | 1,190,330 | 76,795 | 1,611,730 | 278,062 |
Gross profit | 669,990 | 230,145 | 2,992,099 | 1,431,607 |
Operating expenses | 3,861,997 | 2,022,679 | 13,258,106 | 8,968,408 |
Loss from operations | (3,192,007) | (1,792,534) | (10,266,007) | (7,536,801) |
Other income (expense): | ||||
Other income | 5,564 | 2,991 | 10,000 | |
Change in fair value of warrant liabilities | 29,337 | |||
Gain from forgiveness of debt | 196,889 | |||
Interest expense | (322,227) | (392,787) | (2,102,193) | (934,683) |
Other expense | (414,116) | |||
Other expense | (292,890) | (387,223) | (1,902,313) | (1,338,799) |
Loss before provision for income taxes | (3,484,897) | (2,179,757) | (12,168,320) | (8,875,600) |
Provision for (benefit from) income taxes | 125 | 1,075 | 3,304 | |
Net loss | $ (3,484,897) | $ (2,179,882) | $ (12,169,395) | $ (8,878,904) |
Loss per share - basic and diluted | $ (1.10) | $ (3.58) | $ (9.06) | $ (37.68) |
Weighted average shares outstanding - basic and diluted | 3,154,004 | 608,797 | 1,343,219 | 235,649 |
Product Sales [Member] | ||||
Revenues | ||||
Total revenues | $ 1,310,396 | $ 243,695 | $ 4,156,281 | $ 1,708,419 |
Service Revenue [Member] | ||||
Revenues | ||||
Total revenues | $ 549,924 | $ 63,245 | $ 447,548 | $ 1,250 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series B Preferred Stock [Member]Preferred Stock [Member] | Series C Preferred Stock [Member]Preferred Stock [Member] | Series D Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Common Stock Issuable [Member] |
Beginning balance at Dec. 31, 2019 | $ 5,539,174 | $ 24,323,712 | $ 1,456,176 | $ (24,669,513) | $ 6,649,549 | |||||
Beginning balance at Dec. 31, 2019 | 20 | 178,729 | ||||||||
Opening balance adjustments | $ 22,900,826 | $ 5,607,000 | $ 3,778,521 | (32,048,847) | 237,500 | |||||
Opening balance adjustments, Shares | 623 | |||||||||
Issuance of common stock for services rendered | $ 1,568,109 | 1,568,109 | ||||||||
Issuance of common stock for services rendered, shares | 62,747 | |||||||||
Issuance of common stock - reverse stock split rounding | ||||||||||
Issuance of common stock - reverse stock split rounding, shares | 164 | |||||||||
Issuance of common stock pursuant to note agreements | $ 575,537 | 575,537 | ||||||||
Issuance of common stock pursuant to note agreements, shares | 59,000 | |||||||||
Issuance of common stock for property and equipment | $ 217,012 | 217,012 | ||||||||
Issuance of common stock for property and equipment, shares | 19,000 | |||||||||
Issuance of common stock for compensation | $ 41,625 | 41,625 | ||||||||
Issuance of common stock for compensation, shares | 2,000 | |||||||||
Issuance of common stock in lieu of interest payments | $ 77,775 | 77,775 | ||||||||
Issuance of common stock in lieu of interest payments, shares | 12,333 | |||||||||
Issuance of common stock for inventory | $ 491,979 | 491,979 | ||||||||
Issuance of common stock for inventory, shares | 31,914 | |||||||||
Treasury stock acquired | $ (560,000) | (560,000) | ||||||||
Treasury stock acquired, shares | (36,248) | 36,248 | ||||||||
Sale of common stock | $ 300,000 | 300,000 | ||||||||
Sale of common stock, shares | 40,000 | |||||||||
Shi Farms shares | $ (500,000) | (12,678) | (512,678) | |||||||
Stock-based compensation | 540,413 | 540,413 | ||||||||
Issuance of common stock warrants in connection with convertible promissory notes payable | 728,100 | 728,100 | ||||||||
Net loss | (8,878,904) | (8,878,904) | ||||||||
Ending balance at Dec. 31, 2020 | $ 28,440,000 | $ 5,607,000 | $ 30,874,270 | $ (572,678) | 2,724,689 | (65,597,264) | 1,476,017 | $ 0 | ||
Ending balance at Dec. 31, 2020 | 20 | 623 | 369,639 | 36,248 | ||||||
Issuance of Series D preferred stock | $ 2 | 2 | 0 | |||||||
Issuance of Series D preferred stock, shares | 1,950 | |||||||||
Conversion of Series C preferred stock to common stock | $ (1,350,000) | $ 1,350,000 | 0 | |||||||
Conversion of Series C preferred stock to common stock, shares | (150) | 250,000 | ||||||||
Issuance of common stock for services rendered | $ 66,135 | 66,135 | 0 | |||||||
Issuance of common stock for services rendered, shares | 8,717 | |||||||||
Sale of common stock | $ 2,866,000 | 2,866,000 | 0 | |||||||
Sale of common stock, shares | 382,133 | |||||||||
Issuance of common stock in lieu of note repayment | $ 537,748 | 537,748 | 0 | |||||||
Issuance of common stock in lieu of note repayments, shares | 77,017 | |||||||||
Issuance of common stock for asset acquisition | $ 137,673 | 137,673 | 0 | |||||||
Issuance of common stock for asset acquisition, shares | 23,670 | |||||||||
Net loss | (2,179,882) | (2,179,882) | 0 | |||||||
Ending balance at Mar. 31, 2021 | $ 28,440,000 | $ 4,257,000 | $ 2 | $ 35,831,826 | $ (572,678) | 2,724,689 | (67,777,146) | 2,903,693 | 0 | |
Ending balance at Mar. 31, 2021 | 20 | 473 | 1,950 | 1,111,177 | 36,248 | |||||
Beginning balance at Dec. 31, 2020 | $ 28,440,000 | $ 5,607,000 | $ 30,874,270 | $ (572,678) | 2,724,689 | (65,597,264) | 1,476,017 | 0 | ||
Beginning balance at Dec. 31, 2020 | 20 | 623 | 369,639 | 36,248 | ||||||
Issuance of Series D preferred stock | $ 2 | 2 | ||||||||
Issuance of Series D preferred stock, shares | 1,950 | |||||||||
Conversion of Series C preferred stock to common stock | $ (5,400,000) | $ 5,400,000 | ||||||||
Conversion of Series C preferred stock to common stock, shares | (600) | 1,000,000 | ||||||||
Issuance of common stock for services rendered | $ 2,657,048 | 2,657,048 | ||||||||
Issuance of common stock for services rendered, shares | 157,115 | |||||||||
Issuance of common stock in lieu of interest payments | $ 199,314 | 199,314 | ||||||||
Issuance of common stock in lieu of interest payments, shares | 34,857 | |||||||||
Sale of common stock | $ 6,555,453 | 6,555,453 | ||||||||
Sale of common stock, shares | 814,336 | |||||||||
Issuance of common stock in lieu of note repayment | $ 537,748 | 537,748 | ||||||||
Issuance of common stock in lieu of note repayments, shares | 77,017 | |||||||||
Issuance of common stock for asset acquisition | $ 3,453,014 | 3,453,014 | ||||||||
Issuance of common stock for asset acquisition, shares | 381,791 | |||||||||
Stock-based compensation | 2,395,038 | |||||||||
Issuance of common stock warrants and commitment shares in connection with convertible promissory note | 515,276 | 515,276 | ||||||||
Net loss | (12,169,395) | (12,169,395) | ||||||||
Ending balance at Dec. 31, 2021 | $ 28,440,000 | $ 207,000 | $ 2 | $ 49,676,847 | $ (572,678) | 5,635,003 | (77,766,659) | 5,619,515 | ||
Ending balance at Dec. 31, 2021 | 20 | 23 | 1,950 | 2,834,755 | 36,248 | |||||
Conversion of Series C preferred stock to common stock | $ (23,120,000) | $ 23,120,000 | ||||||||
Conversion of Series C preferred stock to common stock, shares | (15) | 33,345 | ||||||||
Issuance of common stock for services rendered | $ 928,929 | 1,102,515 | 119,586 | |||||||
Issuance of common stock for services rendered, shares | 130,825 | |||||||||
Issuance of common stock for property and equipment | $ 98,666 | 98,666 | ||||||||
Issuance of common stock for property and equipment, shares | 13,704 | |||||||||
Issuance of common stock in lieu of interest payments | $ 73,078 | 73,078 | ||||||||
Issuance of common stock in lieu of interest payments, shares | 10,150 | |||||||||
Sale of common stock | $ 500,000 | 500,000 | ||||||||
Sale of common stock, shares | 51,282 | |||||||||
Issuance of common stock for asset acquisition | $ 1,767,498 | 1,767,498 | ||||||||
Issuance of common stock for asset acquisition, shares | 190,505 | |||||||||
Stock-based compensation | 571,819 | 571,819 | ||||||||
Net loss | (3,484,897) | (3,484,897) | ||||||||
Ending balance at Mar. 31, 2022 | $ 5,320,000 | $ 207,000 | $ 2 | $ 76,219,018 | $ (572,678) | $ 6,206,822 | $ (81,251,556) | $ 6,248,194 | $ 119,586 | |
Ending balance at Mar. 31, 2022 | 5 | 23 | 1,950 | 3,264,566 | 36,248 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||||
Net loss | $ (3,484,897) | $ (2,179,882) | $ (12,169,395) | $ (8,878,904) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Goodwill impairment | 936,875 | |||
Stock-based compensation | 1,012,379 | 2,395,038 | 2,584,041 | |
Depreciation | 359,404 | 31,551 | 493,656 | 124,388 |
Amortization of intangible assets | 10,026 | 43,860 | 48,689 | 658,910 |
Amortization of original-issue-discounts | 158,815 | 351,535 | 1,640,242 | 273,607 |
Bad debt expense | 2,898 | 47,452 | 61,393 | 270,919 |
Gain from forgiveness of debt | (196,889) | |||
Stock-based interest expense | 73,078 | 199,314 | 451,680 | |
Loss on disposal of asset | (147,863) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (791,609) | (73,401) | (1,705,006) | (1,022,374) |
Inventory | (553,064) | 13,003 | (2,208,484) | 931,523 |
Prepaid expenses | 1,625 | 275,420 | 8,476 | 2,444,272 |
Deposits | (2,000) | |||
Other noncurrent assets | 7,347 | 7,176 | 57,974 | |
Operating lease right-of-use asset | (20,492) | (155) | (20,667) | 525 |
Accounts payable | 985,710 | (24,464) | 1,663,102 | (627,239) |
Accrued expenses | (500,185) | (42,730) | 457,033 | (5,425) |
Net cash used in operating activities | (2,094,530) | (1,486,329) | (7,322,732) | (1,947,091) |
Investing activities: | ||||
Note receivable | 21,370 | |||
Purchase of property and equipment | (538,763) | (50,219) | ||
Purchase of intangible assets | (177,530) | (177,530) | ||
Deposits paid | (144,500) | |||
Proceeds from disposal of asset | 3,600 | |||
Net cash used in investing activities | (177,530) | (860,793) | (25,249) | |
Financing activities: | ||||
Proceeds received from notes and loans payable | 1,382,300 | 175,000 | 1,625,000 | 4,521,618 |
Proceeds from issuance of Series D Preferred Stock | 2 | 2 | ||
Proceeds from sale of common stock | 500,000 | 2,932,135 | 6,555,453 | 300,000 |
Repayments of notes and loans payable | (75,250) | (224,000) | (224,000) | (1,359,900) |
Amounts repaid to related parties, net | (7,839) | |||
Deferred financing costs | (38,690) | (518,120) | ||
Proceeds received from related parties, net | 218,273 | |||
Acquisition of treasury stock | (560,000) | |||
Net cash provided by financing activities | 1,760,521 | 2,883,137 | 8,174,728 | 2,383,598 |
(Decrease) Increase in cash and cash equivalents | (334,009) | 1,219,278 | (8,797) | 411,258 |
Cash and cash equivalents, beginning of period | 449,001 | 457,798 | 457,798 | 46,540 |
Cash and cash equivalents, end of period | 114,992 | 1,677,076 | 449,001 | 457,798 |
Supplemental Cash Flow Information: | ||||
Income taxes paid | 125 | 1,075 | 3,304 | |
Interest paid | 47,206 | 4,000 | 206,328 | |
Non-cash Investing and Financing Activities: | ||||
Issuance of common stock in lieu of repayments of notes payable | 537,748 | 1,568,109 | ||
Issuance of common stock in lieu of repayments of notes payable | 537,748 | 2,657,048 | 1,458,485 | |
Issuance of common stock in asset acquisitions | 1,767,498 | 137,673 | 3,453,014 | 217,011 |
Conversion of Series A Preferred stock to common stock | 23,120,000 | |||
Debt discount associated with warrant liabilities | 225,015 | |||
Issuance of common stock for property and equipment | 98,666 | 1,750,000 | ||
Assets acquired through issuance of promissory note | 1,250,000 | |||
Issuance of common stock warrants and commitment shares in connection with convertible promissory note | 515,276 | |||
Issuance of common stock for inventory | $ 491,979 | |||
Change in fair value of warrant liabilities | (29,337) | |||
Stock-based consulting expense | $ 1,102,515 | $ 66,135 |
Organization and Description of
Organization and Description of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Organization and Description of Business | Note 1 – Organization and Description of Business Can B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. On May 15, 2017, WRAP changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”, “we”, “us”, “our”, “CANB”, “Can B̅” or “Registrant”). The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company runs it manufacturing operations through PHP and holds and sells several of its brands through PHP as well. The Company’s durable equipment products, such as sam® units with and without CBD infused pads, are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and Duramed MI LLC (fka DuramedNJ, LLC) (incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February 1, 2019. Most of the Company’s consumer products include hemp derived cannabidiol (“CBD”); however, the Company has just recently begun extracting cannabinol (“CBN”) and cannabigerol (“CBG”) for wholesale to third-parties looking to incorporate such compounds into their products through its wholly owned subsidiaries, Botanical Biotech, LLC (incorporated March 10, 2021), TN Botanicals, LLC and CO Botanicals LLC (both incorporated in August 2021). These three subsidiaries have also begun synthesizing Delta-8 and Delta-10 from hemp. Delta-8 and Delta-10 can produce similar, though less potent, effects as delta-9 (commonly referred to as THC); however, the legality of hemp derived Delta-8 and Delta-10 are in a gray area and considered a potential loophole at this point due to the 2018 hemp bill. The Company’s other subsidiaries did not have operations during the year ended December 31, 2021. The Company is in the business of promoting health and wellness through its development, manufacture and sale of products containing cannabinoids derived from hemp biomass and the licensing of durable medical devises. Can B̅’s products include oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates and lifestyle products. Can B̅ develops its own line of proprietary products as well seeks synergistic value through acquisitions in the hemp industry. Can B̅ aims to be the premier provider of the highest quality hemp derived products on the market through sourcing the best raw material and offering a variety of products we believe will improve people’s lives in a variety of areas. | Note 1 – Organization and Description of Business Can B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. On May 15, 2017, WRAP changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”, “we”, “us”, “our”, “CANB”, “Can B̅” or “Registrant”). The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company runs it manufacturing operations through PHP and holds and sells several of its brands through PHP as well. The Company’s durable equipment products, such as sam® units with and without CBD infused pads, are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and Duramed MI LLC (fka DuramedNJ, LLC) (incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February 1, 2019. Most of the Company’s consumer products include hemp derived cannabidiol (“CBD”); however, the Company has just recently begun extracting cannabinol (“CBN”) and cannabigerol (“CBG”) for wholesale to third-parties looking to incorporate such compounds into their products through its wholly owned subsidiaries, Botanical Biotech, LLC (incorporated March 10, 2021), TN Botanicals, LLC and CO Botanicals LLC (both incorporated in August 2021). These three subsidiaries have also begun synthesizing Delta-8 and Delta-10 from hemp. Delta-8 and Delta-10 can produce similar, though less potent, effects as delta-9 (commonly referred to as THC); however, the legality of hemp derived Delta-8 and Delta-10 are in a gray area and considered a potential loophole at this point due to the 2018 hemp bill. The Company’s other subsidiaries did not have operations during the year ended December 31, 2021. The Company is in the business of promoting health and wellness through its development, manufacture and sale of products containing cannabinoids derived from hemp biomass and the licensing of durable medical devises. Can B̅’s products include oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates and lifestyle products. Can B̅ develops its own line of proprietary products as well seeks synergistic value through acquisitions in the hemp industry. Can B̅ aims to be the premier provider of the highest quality hemp derived products on the market through sourcing the best raw material and offering a variety of products we believe will improve people’s lives in a variety of areas. |
Liquidity
Liquidity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liquidity | Note 2 – Liquidity The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of March 31, 2022, the Company had cash and cash equivalents of $ 114,992 1,948,751 3,484,897 2,179,882 | Note 2 – Liquidity The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of December 2021, the Company had cash and cash equivalents of $ 449,001 and negative working capital of $ 2,809,418 . For the years ended December 31, 2021 and 2020, the Company had incurred losses of $ 12,169,395 and $ 8,878,904 , respectively. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through the sale of shares of its common stock. Also, the Company plans to expand its operation of CBD products to increase its profitability. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 3 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2021 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2021 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Covid-19 Commencing in December 2019, the novel strain of coronavirus (“COVID-19”) began spreading throughout the world, including the first outbreak in the US in February 2020. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has disrupted and continues to significantly disrupt local, regional, and global economies and businesses. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition and/or results of operations is uncertain. In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of its employees and clients, including requiring that certain conditions be met before employees return to the Company’s offices. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interests of its employees, customers, and partners. Management Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2021 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. Significant Accounting Policies The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our 2021 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 Segment reporting As of March 31, 2022, the Company reports operating results and financial data in one operating and reportable segment. The Chief Executive Officer, who is the chief operating decision maker, manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across the entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the Company’s business, the chief operating decision maker manages the Company and allocates resources at the consolidated level. Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net loss. | Note 3 – Basis of Presentation and Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). On February 8, 2022, the Company effected a 1-for-15 reverse stock split of the Company’s common stock, or the 2021 Reverse Stock Split. As a result of the 2021 Reverse Stock Split, every 15 shares of the Company’s pre-2021 Reverse Stock Split common stock were combined and reclassified into one share of the Company’s common stock. Principles of Consolidation The consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 Covid-19 Commencing in December 2019, the novel strain of coronavirus (“COVID-19”) began spreading throughout the world, including the first outbreak in the US in February 2020. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has disrupted and continues to significantly disrupt local, regional, and global economies and businesses. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition and/or results of operations is uncertain. In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of its employees and clients, including requiring that certain conditions be met before employees return to the Company’s offices. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interests of its employees, customers, and partners. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales (or revenues) and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, revenue recognition, allowance for doubtful accounts, recognition and measurement of income tax assets, valuation of share-based compensation, and the valuation of net assets acquired. Asset Acquisitions When applicable, the Company accounts for the acquisition of a business in accordance with the accounting standards codification (“ASC”) guidance for business combinations, whereby the total purchase consideration transferred is allocated to the assets acquired and liabilities assumed, including amounts attributable to non-controlling interests, when applicable, based on their respective estimated fair values as of the date of acquisition. Goodwill represents the excess of purchase consideration transferred over the estimated fair value of the identifiable net assets acquired in a business combination. Assigning estimated fair values to the net assets acquired requires the use of significant estimates, judgments, inputs, and assumptions regarding the fair value of the assets acquired and liabilities assumed. Estimated fair values of assets acquired and liabilities assumed are generally based on available historical information, independent valuations or appraisals, future expectations, and assumptions determined to be reasonable but are inherently uncertain with respect to future events, including economic conditions, competition, the useful life of the acquired assets, and other factors. The company may refine the estimated fair values of assets acquired and liabilities assumed, if necessary, over a period not to exceed one year from the date of acquisition by taking into consideration new information that, if known at the date of acquisition, would have affected the estimated fair values ascribed to the assets acquired and liabilities assumed. The judgments made in determining the estimated fair value assigned to assets acquired and liabilities assumed, as well as the estimated useful life and depreciation or amortization method of each asset, can materially impact the net earnings of the periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. During the measurement period, any purchase price allocation changes that impact the carrying value of goodwill affects any measurement of goodwill impairment taken during the measurement period, if applicable. If necessary, purchase price allocation revisions that occur outside of the measurement period are recorded within cost of sales or selling, general and administrative expense within the Consolidated Statements of Earnings depending on the nature of the adjustment. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the company accounts for the acquisition as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Private Label Customers are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped. Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35-day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis. Freight billed to customers is included within sales on the consolidated statement of operations. The related freight charged to the Company is included within cost of revenues. Sales tax collected from customers is remitted to governmental authorities on a net basis. Cost of Revenues The cost of revenues is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of revenues primarily consist of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 Cash, cash equivalents and restricted cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Accounts receivables, net Trade receivables arise from granting credit to customers in the normal course of business, are unsecured and are presented net of an allowance for doubtful accounts. The allowance is based on a number of factors, including the length of time the receivable is past due, the Company’s previous loss history, the customer’s current ability to pay, and the general condition of the economy and industry as a whole. Depending on the customer, payment is due between 30 and 60 days after the customer receives an invoice. Accounts that are more than 45 days past due are individually analyzed for collectability. When all collection efforts have been exhausted, the accounts are written off. Historically, the Company has not suffered significant losses with respect to its trade receivables. Inventories Inventories, which consist of purchased components for resale, are valued at the lower of average cost (which approximates the first-in, first-out method) and net realizable value. The Company reduces the carrying value of inventory for those items that are potentially excess, obsolete or slow-moving based on changes in customer demand, technology developments or other economic factors. Long-lived assets Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated on the straight-line basis over their estimated useful lives. Definite-lived intangible assets arising from asset acquisitions include intellectual property, patents, trademarks, and certain hemp processing registrations. Definite-lived intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or indirectly to future cash flows. The Company reviews its long-lived assets for impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the asset or asset group is considered to be impaired, an impairment loss would be recorded to adjust the carrying amounts to the estimated fair value. No such impairment was recorded during the periods covered by this report. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of December 31, 2021, the Company operated as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill impairment. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, then a goodwill impairment test using quantitative assessments must be performed. If it is determined that it is “not likely” that the fair value of the reporting unit is less than its carrying value, then no further testing is required. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the estimated fair value of the Company would be compared with its carrying value (including goodwill). If the fair value of the Company exceeds its carrying value, step two does not need to be performed. If the estimated fair value of the Company is less than its carrying value, an indication of goodwill impairment exists for the Company and it would need to perform step two of the impairment test. Under step two, an impairment loss would be recognized for any excess of the carrying amount of the Company’s goodwill over its fair value. Fair value of the Company under the two-step assessment is determined using a combination of both income and market-based approaches. No goodwill impairments were identified for the periods covered by this report. Leases The Company determines if an arrangement is or contains a lease at contract inception. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset. The Company does not have any finance leases. Operating leases are recorded in our consolidated balance sheets. Right-of-use (“ROU”) assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rate implicit in our leases is not readily determinable, we use our incremental borrowing rate as the discount rate, which approximates the interest rate at which we could borrow on a collateralized basis with similar terms and payments and in similar economic environments. As of December 31, 2021, our leases had remaining lease terms of up to 4 years, some of which included options to extend the lease for up to 14 years and options to terminate the lease within 1 year. Optional periods to extend the lease, including by not exercising a termination option, are included in the lease term when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components, principally common area maintenance for our facilities leases, as a single lease component. In accordance with accounting requirements, leases with an initial term of 12 months or less are recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term. Income taxes Income taxes are accounted for under the asset and liability method pursuant to ASC Topic 740, Income Taxes The Company’s income tax provision or benefit includes U.S. federal, state and local income taxes and is based on pre-tax income or loss. In determining the annual effective income tax rate, the Company analyzed various factors, including its annual earnings and taxing jurisdictions in which the earnings were generated, the impact of state and local income taxes, and its ability to use tax credits and net operating loss carryforwards. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 Under ASC 740, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local, and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. The Company’s income tax returns are subject to examination by federal and state authorities in accordance with prescribed statutes. Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation ) Due to the limited trading history of the Company’s common stock, estimated volatility was based on a peer group of public companies and took into consideration the increased short-term volatility in historical data due to COVID-19. Net loss per common share Pursuant to ASC Topic 260, Earnings Per Share Diluted net loss per share is based on the weighted average number of shares outstanding during the periods plus the effect, if any, of the potential exercise or conversion of securities, such as warrants and restricted stock units that would cause the issuance of additional shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders during the periods listed in the consolidated statements of operations, the weighted average number of shares are the same for both basic and diluted net loss per share due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. An anti-dilutive impact is an increase in earnings per share or a decrease in net loss per share that would result from the conversion, exercise, or issuance of certain contingent securities. Concentration of business and credit risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Cash held by the Company, in financial institutions, regularly exceeds the federally insured limit of $ 250,000 No customer accounted for more than 10 Fair value of financial instruments Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 ASC Topic 820, Fair Value Measurements and Disclosures ● Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets. ● Level 2 — inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Assets measured at fair value on a non-recurring basis include goodwill, and tangible and intangible assets. Such assets are reviewed annually for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (Level 3). The carrying amounts of the Company’s financial instruments, which include accounts receivables, accounts payable and accrued expenses and debt at floating interest rates, approximate their fair values, principally due to their short-term nature, maturities or nature of interest rates. Advertising and vendor considerations Advertising costs are expensed as incurred. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Segment reporting The Company operates as a single operating segment. The Chief Executive Officer, who is the chief operating decision maker, manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across the entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the Company’s business, the chief operating decision maker manages the Company and allocates resources at the consolidated level. Recently Adopted Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following accounting pronouncement which became effective for the Company in 2021, and which did not have a material impact on its condensed consolidated financial statements: Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently issued accounting standards To date, there have been no recent accounting pronouncements not yet effective that have significance, or potential significance, to our consolidated financial statements. |
Asset Acquisitions
Asset Acquisitions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Asset Acquisitions | Note 5 – Asset Acquisitions Botanical Biotech Asset Acquisition On March 11, 2021, Company entered into an Asset Acquisition Agreement, which was fully executed on March 17, 2021, with multiple sellers (each, a “Seller” and, collectively, the “Sellers”), pursuant to which the Sellers agreed to sell certain assets to Company, and to transfer such assets to Botanical Biotech, LLC, a newly-formed, wholly-owned subsidiary of the Company (“Transferee” or “BB”). The assets purchased (“BB Assets”) include certain materials and manufacturing equipment, marketing or promotional designs, brochures, advertisements, concepts, literature, books, media rights, rights against any other person or entity in respect of any of the foregoing and all other promotional properties, in each case primarily used, developed or acquired by the Sellers for use in connection with the ownership and operation of the BB Assets. In exchange for the BB Assets the Company will pay the Seller a maximum of $ 355,057 10 In conjunction with the BB asset acquisition, the Company entered into employment agreements with two sellers. The Company and BB entered into an employment agreement with Lebsock dated March 11, 2021 (the “Lebsock Agreement”) pursuant to which Lebsock will serve as the President of BB for a term of three (3) years. The term of the Lebsock Agreement will automatically renew for an additional 3-year term unless other terminated by either party. Lebsock will receive a base salary equal to $ 120,000 3 100,000 Effective March 16, 2021, BB entered into a Consulting Agreement (the “Schlosser Agreement”) with Schlosser pursuant to which Schlosser has agreed to provide consulting services to BB for a period of 3 months in exchange for compensation equal to $ 10,000 CO Botanicals Asset Acquisition On August 12, 2021, The Company and CO Botanicals LLC (“COB”), a newly-formed, wholly-owned subsidiary of the Company entered into an Equipment Acquisition Agreement (the “TWS Agreement”) with TWS Pharma, LLC, (“TWS Pharma”) and L7 TWS Pharma, LLC (“L7 TWS” and, collectively with TWS Pharma, “TWS”). Pursuant to the TWS Agreement, COB agreed to purchase certain equipment and other assets from TWS (the “TWS Assets”) for a total purchase price equal to $ 5,316,774 1,250,000 6 100,000 4,066,774 0.62 that $1,750,000 of the TWS Shares will be withheld in escrow for a period of ninety (90) days from the closing date, which will be deducted from the purchase price should the Company discover any defects or misrepresentations. The first $500,000 of payments of the TWS Note will be secured by 1,000,000 shares of the Company’s common stock to be held in escrow. During the period ending March 31, 2022, the $1,750,000 of shares held in escrow were released and issued Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 TN Botanicals Asset Acquisition On August 13, 2021 the Company and TN Botanicals LLC (“TNB”), a newly-formed, wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “MCB Agreement”) with Music City Botanicals, LLC, pursuant to which TNB agreed to purchase certain equipment, other assets, and intellectual property from MCB (the “MCB Assets”) for a total purchase price equal to $ 1,394,324 498,259 896,065 0.62 Imbibe Health Solutions Asset Acquisition On February 22, 2021, Can B̅ Corp. (the “Company”) entered into a material definitive agreement (“Acquisition Agreement”) with Imbibe Health Solutions, LLC, a Delaware limited liability company (“Imbibe”), pursuant to which Imbibe agreed to sell certain of its assets to the Company. The assets to be purchased (“Assets”) include the intellectual property rights and other intangible assets relating to its branded products containing CBD. In exchange for the Assets, the Company has agreed to pay Imbibe $ 120,000 | Note 4 – Asset Acquisitions Botanical Biotech Asset Acquisition On March 11, 2021, Company entered into an Asset Acquisition Agreement, which was fully executed on March 17, 2021, with multiple sellers (each, a “Seller” and, collectively, the “Sellers”), pursuant to which the Sellers agreed to sell certain assets to Company, and to transfer such assets to Botanical Biotech, LLC, a newly-formed, wholly-owned subsidiary of the Company (“Transferee” or “BB”). The assets purchased (“BB Assets”) include certain materials and manufacturing equipment, marketing or promotional designs, brochures, advertisements, concepts, literature, books, media rights, rights against any other person or entity in respect of any of the foregoing and all other promotional properties, in each case primarily used, developed or acquired by the Sellers for use in connection with the ownership and operation of the BB Assets. In exchange for the BB Assets the Company will pay the Seller a maximum of $ 355,057 10 In conjunction with the BB asset acquisition, the Company entered into employment agreements with two sellers. The Company and BB entered into an employment agreement with Lebsock dated March 11, 2021 (the “Lebsock Agreement”) pursuant to which Lebsock will serve as the President of BB for a term of three (3) years. The term of the Lebsock Agreement will automatically renew for an additional 3-year term unless other terminated by either party. Lebsock will receive a base salary equal to $ 120,000 3 100,000 Effective March 16, 2021, BB entered into a Consulting Agreement (the “Schlosser Agreement”) with Schlosser pursuant to which Schlosser has agreed to provide consulting services to BB for a period of 3 months in exchange for compensation equal to $ 10,000 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 CO Botanicals Asset Acquisition On August 12, 2021, The Company and CO Botanicals LLC (“COB”), a newly-formed, wholly-owned subsidiary of the Company entered into an Equipment Acquisition Agreement (the “TWS Agreement”) with TWS Pharma, LLC, (“TWS Pharma”) and L7 TWS Pharma, LLC (“L7 TWS” and, collectively with TWS Pharma, “TWS”). Pursuant to the TWS Agreement, COB agreed to purchase certain equipment and other assets from TWS (the “TWS Assets”) for a total purchase price equal to $ 5,316,774 1,250,000 6 100,000 4,066,774 0.62 that $1,750,000 of the TWS Shares will be withheld in escrow for a period of ninety (90) days from the closing date, which will be deducted from the purchase price should the Company discover any defects or misrepresentations. The first $500,000 of payments of the TWS Note will be secured by 1,000,000 shares of the Company’s common stock to be held in escrow TN Botanicals Asset Acquisition On August 13, 2021 the Company and TN Botanicals LLC (“TNB”), a newly-formed, wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “MCB Agreement”) with Music City Botanicals, LLC, pursuant to which TNB agreed to purchase certain equipment, other assets, and intellectual property from MCB (the “MCB Assets”) for a total purchase price equal to $ 1,394,324 498,259 896,065 0.62 Imbibe Health Solutions Asset Acquisition On February 22, 2021, Can B̅ Corp. (the “Company”) entered into a material definitive agreement (“Acquisition Agreement”) with Imbibe Health Solutions, LLC, a Delaware limited liability company (“Imbibe”), pursuant to which Imbibe agreed to sell certain of its assets to the Company. The assets to be purchased (“Assets”) include the intellectual property rights and other intangible assets relating to its branded products containing CBD. In exchange for the Assets, the Company has agreed to pay Imbibe $ 102,501 in the form of shares of common stock of the Company (with standard restricted legend, the “Shares”) at a price per share equal to the average price of the common stock of the Company during the ten (10) consecutive trading days immediately preceding the closing. The transaction finalized and the shares were issued in exchange for the assets on November 7, 2021. |
Inventories
Inventories | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventories | Note 6 – Inventories Inventories consist of: Schedule of Inventories March 31, December 31, 2022 2021 Raw materials $ 1,033,171 $ 818,042 Finished goods 2,054,167 1,735,396 Total $ 3,087,338 $ 2,553,438 | Note 5 – Inventories Inventories consist of: Schedule of Inventories December 31, December 31, 2021 2020 Raw materials $ 818,042 $ 294,522 Finished goods 1,735,396 50,432 Total $ 2,553,438 $ 344,954 |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 7 – Property and Equipment Property and equipment consist of: Summary of Property, Plant and Equipment March 31, December 31, 2022 2021 Furniture and fixtures $ 21,724 $ 21,724 Office equipment 12,378 12,378 Manufacturing equipment 7,117,188 7,018,522 Medical equipment 776,396 776,396 Leasehold improvements 26,902 26,902 Total 7,954,588 7,855,922 Accumulated depreciation (1,162,400 ) (802,996 ) Net $ 6,792,188 $ 7,052,926 Depreciation expense related to property and equipment was $ 359,404 31,551 | Note 6 – Property and Equipment Property and equipment consist of: Schedule of Property and Equipment December 31, December 31, 2021 2020 Furniture and fixtures $ 21,724 $ 21,727 Office equipment 12,378 12,378 Manufacturing equipment 7,018,522 397,230 Medical equipment 776,396 776,392 Leasehold improvements 26,902 26,902 Total 7,855,922 1,234,629 Accumulated depreciation (802,996 ) (239,650 ) Net $ 7,052,926 $ 994,979 Depreciation expense related to property and equipment was $ 493,656 124,388 |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | Note 8 – Intangible Assets Intangible assets consist of: Schedule of Intangible Assets March 31, December 31, 2022 2021 Technology, IP and patents $ 435,500 $ 418,003 Total 435,500 418,003 Accumulated amortization (59,014 ) (48,988 ) Intangible assets, net $ 376,486 $ 369,015 Amortization expense was $ 10,026 43,860 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 Amortization expense for the balance of 2022, and for each of the next five years and thereafter is estimated to be as follows: Schedule of Estimated Amortization Expenses Nine months ended December 31, 2022 $ 32,640 Fiscal year 2023 43,520 Fiscal year 2024 43,520 Fiscal year 2025 43,520 Fiscal year 2026 43,520 Thereafter 169,766 Intangible assets, net $ 376,486 | Note 7 – Goodwill and Intangible Assets Intangible Assets Intangible assets consist of: Schedule of Intangible Assets December 31, December 31, 2021 2020 Technology, IP and patents $ 418,003 $ - Total 418,003 - Accumulated amortization (48,988 ) - Total $ 369,015 $ Amortization expense, related to technology, IP, and patents was $ 48,689 and $ 658,910 for the years ended December 31, 2021 and 2020, respectively. Amortization expense for each of the next five years ending and thereafter is estimated to be as follows: Schedule of Estimated Amortization Expenses Years ending December 31, 2022 $ 51,352 2023 51,352 2024 51,352 2025 46,499 2026 43,033 Thereafter 125,428 Total $ 369,015 During the year ended December 31, 2020, the Company recorded a noncash goodwill impairment charge of $ 55,849 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 |
Notes and Loans Payable
Notes and Loans Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Notes and Loans Payable | Note 9 – Notes and Loans Payable Convertible Promissory Notes In December 2020, the Company entered into a convertible promissory note (“ASOP Note I”) with Arena Special Opportunities Partners I, LP (“ASOP”). The principal balance of the note is $ 2,675,239 January 31, 2022 12% 3,426,280 3,426,280 0.45 2,400,997 In December 2020, the Company entered into a convertible promissory note (“ASOF Note I”) with Arena Special Opportunities Fund, LP (“ASOF”). The principal balance of the note is $ 102,539 January 31, 2022 12% 131,325 131,325 0.45 87,773 In May 2021, the Company entered into a convertible promissory note (“ASOP Note II”) with Arena Special Opportunities Partners I, LP. The principal balance of the note is $ 1,193,135 January 31, 2022 12% 1,529,670 1,529,670 0.45 1,073,250 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 In May 2021, the Company entered into a convertible promissory note (“ASOF Note II”) with Arena Special Opportunities Fund, LP. The principal balance of the note is $ 306,865 January 31, 2022 12% 393,417 393,417 0.45 276,750 The maturity dates for the above notes were extended to April 30, 2022 300,000 The holders agreed to allow the Company to extend the notes for two additional 30-day periods for $100,000 per extension In March 2022, the Company entered into a convertible promissory note (“BL Note”) with Blue Lake Partners, LLC (“BL”). The principal balance of the note is $ 250,000 March 22, 2023 12% 39,062 39,062 6.40 0 0 250,000 In March 2022, the Company entered into a convertible promissory note (“MH Note”) with Mast Hill Fund, LP (“MH”). The principal balance of the note is $ 350,000 12% 39,062 39,062 6.40 0 0 350,000 In February 2022, the Company entered into a convertible promissory note (“Tysadco Note”) with Tysadco Partners, LLC (“Tysadco”). The principal balance of the note is $ 450,000 July 25, 2022 12% 350,000 100,000 TWS Note On August 12, 2021, pursuant to an Equipment Acquisition Agreement, the Company entered into a twelve-month promissory note of $ 1,250,000 100,000 6% 1,050,000 Other Loans On November 18, 2021, the Company entered into a $ 100,000 10% 3,000,000 100,000 On February 2, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement with a Purchaser. Pursuant to the terms of the agreement, the Company sold an aggregate of $ 136,000 100,000 2,833 116,167 On February 11, 2022, the Company entered into a $ 150,000 16% 2,000,000 150,000 On March 3, 2022, the Company entered into a Receivable Purchase and Sale Agreement with a Buyer. Pursuant to the terms of the agreement, the Company sold an aggregate of $ 350,00 250,000 182,083 | Note 8 – Notes and Loans Payable Convertible Promissory Notes In December 2020, the Company entered into a convertible promissory note (“ASOP Note I”) with Arena Special Opportunities Partners I, LP (“ASOP”). The principal balance of the note is $ 2,675,239 January 31, 2022 12 3,426,280 3,426,280 0.45 679,000 0 2,286,792 In December 2020, the Company entered into a convertible promissory note (“ASOF Note I”) with Arena Special Opportunities Fund, LP (“ASOF”). The principal balance of the note is $ 102,539 January 31, 2022 12 131,325 131,325 0.45 26,000 0 87,773 In May 2021, the Company entered into a convertible promissory note (“ASOP Note II”) with Arena Special Opportunities Partners I, LP. The principal balance of the note is $ 1,193,135 and it is to be utilized for working capital purposes. The note matures on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12 % per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with 1,529,670 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 1,529,670 shares of the Company’s common stock at an exercise price of $ 0.45 per share. The common stock purchase warrants issued to ASOP are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOP Note II. Aggregate amortization of the original issue discount for the years ended December 31, 2021 and 2020 was approximately $ 464,000 and $ 0 , respectively. The principal balance outstanding at December 31, 2021 was $ 1,193,135 In May 2021, the Company entered into a convertible promissory note (“ASOF Note II”) with Arena Special Opportunities Fund, LP. The principal balance of the note is $ 306,865 and it is to be utilized for working capital purposes. The note matures on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12 % per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with 393,417 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 393,417 shares of the Company’s common stock at an exercise price of $ 0.45 per share. The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOF Note II. Aggregate amortization of the original issue discount for the years ended December 31, 2021 and 2020 was approximately $ 119,000 and $ 0 , respectively. The principal balance outstanding at December 31, 2021 was $ 306,895 . The maturity dates for the above notes were extended to April 30, 2022 on April 13, 300,000 . The holders agreed to allow the Company to extend the notes for two additional 30 day periods for $100,000 per extension. The holders also waived certain defaults under the notes. The Company has elected to extend the maturity dates to May 31, 2022 for an additional $ 100,000 to be paid for by using a portion of the proceeds from the closing of this offering . Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 PPP Loan In 2020, the Company received a loan under the U.S. Small Business Administration’s Paycheck Protection Program established under the Coronavirus Aid Relief and Economic Security Act (“CARES act”) and related rules and regulations (the “PPP loan”) of $ 194,940 Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of such loans after eight weeks, if the loan is used for eligible purposes, including to fund payroll costs, mortgage interest, rent and/or utility costs, and meet certain other requirements, including, the maintenance of employment and compensation levels. The Company plans to use the entire PPP Loan for qualifying expenses and expects to qualify for full or partial forgiveness under the program. In May 2021, the Company received notice of forgiveness of the PPP loan in whole, including all accrued unpaid interest. In fiscal year 2021, the Company recorded the forgiveness of $ 194,940 of principal and $ 1,949 of accrued interest for a total of $ 196,889 , which was included in gain from forgiveness of debt on the Consolidated Statements of Operations. TWS Note On August 12, 2021, pursuant to an Equipment Acquisition Agreement, the Company entered into a twelve-month promissory note of $ 1,250,000 100,000 6 1,050,000 Other Loans On November 18, 2021, the Company entered into a $ 100,000 10 3,000,000 Related Party Loan In 2020, the Company entered into a loan payable to a director of the Company with a principal balance of $ 224,000 12 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stockholders’ Equity | Note 10 – Stockholders’ Equity Preferred Stock Each share of Series A Preferred Stock is convertible into 218 shares of CANB common stock and is entitled to 4,444 pari passu pari passu 15 33,345 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day The shares of Series B Preferred Stock have no voting rights Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of our common stock. Each Preferred Series C share is convertible into 25,000 Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation On February 8, 2021, the Company’s Board of Directors approved the designation of the Series D Preferred Shares and the number of shares constituting such series, and the rights, powers, preferences, privileges and restrictions relating to such series. On March 27, 2021, the Company filed an amendment to its articles of incorporation to authorize 4,000 0.001 pari passu Each Series D Preferred Share shall have voting rights equal to 667 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. The holders shall not be entitled to receive distributions made or dividends paid to the Company’s other stockholders. Except as otherwise required by law, for as long as any Series D Preferred Shares remain outstanding, the Company shall have the option to redeem any outstanding share of Series D Preferred Shares at any time for a purchase price of par value per share of Series D Preferred Shares (“Price per Share”) 600 150 collectively representing 1,300,000 voting shares Common Stock For the three months ended March 31, 2022, the Company issued an aggregate of 51,282 In addition, for the three months ended March 31, 2022, the Company issued an aggregate of 190,505 13,704 130,825 10,150 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 | Note 9 – Stockholders’ Equity Preferred Stock Each share of Series A Preferred Stock is convertible into 33,334 shares of CANB common stock and is entitled to 66,666 pari passu pari passu Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day The shares of Series B Preferred Stock have no voting rights Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of our common stock. Each Preferred Series C share is convertible into 25,000 Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation On February 8, 2021, the Company’s Board of Directors approved the designation of the Series D Preferred Shares and the number of shares constituting such series, and the rights, powers, preferences, privileges and restrictions relating to such series. On March 27, 2021, the Company filed an amendment to its articles of incorporation to authorize 4,000 0.001 pari passu Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. The holders shall not be entitled to receive distributions made or dividends paid to the Company’s other stockholders. Except as otherwise required by law, for as long as any Series D Preferred Shares remain outstanding, the Company shall have the option to redeem any outstanding share of Series D Preferred Shares at any time for a purchase price of par value per share of Series D Preferred Shares (“Price per Share”). 600 150 collectively representing 19,500,000 voting shares Common Stock For the year ended December 31, 2021, the Company issued an aggregate of 814,336 shares of Common Stock under its Offering Statement on Form 1-A (File No. 024-11233) (the “Regulation A Offering”). In addition, for the year ended December 31, 2021, the Company issued an aggregate of 381,791 , 157,115 , and 111,874 of Common Stock for asset acquisitions, services rendered, and in lieu of note and interest repayments, respectively. |
Stock Options
Stock Options | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock Options | Note 11 – Stock Options A summary of stock options activity for the three months ended March 31, 2022 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Weighted Average Remaining Outstanding, January 1, 2022 377,654 $ 6.11 4.46 Granted 79,013 5.10 4.77 Exercised - - - Forfeited - - - Expired - - - Outstanding, March 31, 2022 456,666 $ 5.93 4.31 Schedule of Non-Vested Option Shares Option Shares Weighted Average Non-vested options, January 1, 2022 - $ - Granted 79,013 7.24 Vested (79,013 ) 7.24 Forfeited - - Non-vested options, March 31, 2022 - $ - | Note 10 – Stock Options The Company has an employee share option plan, which is shareholder-approved, permits the grant of share options and shares to its employees. The Company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Share awards generally vest over five years. The fair value of each option award is estimated on the date of grant using a lattice-based option valuation model that uses the assumptions noted in the following table. Because lattice-based option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock, and other factors. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions December 31, 2021 December 31, 2020 Per share fair value at grant date $ 8.02 $ 7.65 Risk free interest rate 1.02 0.41 Expected volatility 201 % 168 % Dividend yield 0 % 0 % Expected life in years 5 5 A summary of stock options activity for the year ended December 31, 2021 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, January 1, 2021 79,147 $ 5.37 3.92 Granted 298,507 $ 6.30 4.61 Exercised - - - Forfeited - - - Expired - - - Outstanding, December 31, 2021 377,654 $ 6.11 4.46 A summary of the status of the Company’s nonvested shares as of December 31, 2021, and changes during the year ended December 31, 2021, is presented below: Schedule of Non-Vested Option Shares Option Shares Weighted Average Grant-Date Fair Value Non-vested options, January 1, 2021 0 $ 0 Granted 298,507 $ 8.02 Vested (298,507 ) 8.02 Forfeited - - Non-vested options, December 31, 2021 $ 0 $ 0 As of December 31, 2021, there was no unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under the share option plan. The Company recognized $ 2,395,038 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 12 – Income Taxes The Company’s income tax provisions for the three months ended March 31, 2022 and 2021 reflect the Company’s estimates of the effective rates expected to be applicable for the respective full years, adjusted for any discrete events, which are recorded in the period that they occur. These estimates are reevaluated each quarter based on the Company’s estimated tax expense for the full year. The estimated effective tax rate includes the impact of valuation allowances in various jurisdictions. | Note 11 – Income Taxes The provision for income taxes consisted of the following: Schedule of Provision For Income Taxes December 31, December 31, 2021 2020 State franchise tax $ 1,075 $ 3,304 The Company’s effective income tax rate differs from the federal statutory rate primarily as a result of certain expenses being deductible for financial reporting purposes that are not deductible for tax purposes, the existence of research and development tax credits, operating loss carryforwards, and adjustments to previously recorded deferred tax assets and liabilities due to the enactment of the Tax Cuts and Jobs Act in 2017. The difference in the provision for income taxes and the amount computed by applying the statutory federal income tax rates consists of the following: Schedule of Provisions for (Benefits from) Income Taxes December 31, December 31, 2021 2020 Expected income tax benefit $ (2,034,215 ) $ (1,200,467 ) State franchise tax 1,075 3,304 Non-deductible stock-based compensation 252,205 474,428 Non-deductible stock-based interest 41,856 94,853 Increase in deferred income tax assets valuation allowance 1,740,154 631,186 Provision for income taxes $ 1,075 $ 3,304 Principal components of the Company’s deferred tax assets as of December 31, 2021 and December 31, 2020 were as follows: Schedule of Deferred Income Tax Assets December 31, December 31, 2021 2020 Net operating loss carryfoward $ (3,671,509) $ (1,931,355) Valuation allowance 3,671,509 1,931,335 Net $ 0 $ 0 At December 31, 2021, the Company had net operating loss carryforwards of approximately $ 17,483,000 that begin to expire in 2025. The Company files a federal income tax return and separate income tax returns in various states. For federal and certain states, the 2018 through 2021 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. The Company assesses available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant component of objective negative evidence identified during management’s evaluation was the cumulative loss incurred over the three-year period ended December 31, 2021. Such objective evidence limits the ability to consider other subjective evidence, such as our forecasts of future taxable income and tax planning strategies. On the basis of this evaluation as of December 31, 2021, the Company recognized a full valuation allowance against its net deferred tax assets, pursuant to ASC 740, as of December 31, 2021. Based on the Company’s evaluation, it was determined that no |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 13 – Related Party Transactions For the three months ended March 31, 2022 and 2021, the Company paid fees to a service provider that is a relative of a director for professional services in the amount of $ 0 9,900 0 5,000 At March 31, 2022, the Company has amounts due to a director of the Company of approximately $ 210,434 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 | Note 12 – Related Party Transactions For the years ended December 31, 2021 and 2020, the Company paid fees to a service provider that is a relative of a director for professional services in the amount of $ 28,100 54,500 5,000 At December 31, 2021, the Company has amounts due to a director of the Company of approximately $ 218,000 which are expected to be repaid in the next twelve months. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 14 – Commitments and Contingencies Lease Agreements The Company leases office space in numerous medical facilities offices under month-to-month agreements. Rent expense for the three months ended March 31, 2022 and 2021 was $ 203,017 71,448 At March 31, 2022, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases Nine months ended December 31, 2022 $ 809,010 Fiscal year 2023 832,893 Fiscal year 2024 326,974 Total $ 1,968,877 | Note 13 – Commitments and Contingencies Employment Agreements On December 28, 2020, the Company entered into new three-year Employment Agreements with CEO Marco Alfonsi, CFO Stanley Teeple, and Pure Health Products LLC Pasquale Ferro. Under these agreements, they are to receive a i) base salary of fifteen thousand dollars ($ 15,000.00 100,000 200 100,000 20 Consulting Agreements On July 15, 2020, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the “Advisory Agreement”). Pursuant to the Advisory Agreement, we agreed to pay the Consulting Firm a restricted common stock monthly fee of $ 5,000 6,250 7,500 Lease Agreements The Company leases office space in numerous medical facilities offices under month-to-month agreements. Rent expense for the years ended December 31, 2021 and 2020 was $ 641,779 and $ 193,069 , respectively. At December 31, 2021, the future maturities of lease liabilities were as follows: Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases 2021 2022 $ 808,223 2023 930,196 2024 461,872 Total $ 2,200,291 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 15 – Subsequent Events On April 13, 2022, the Company entered into an Amendment to Transactional Documents with Arena Special Opportunities Partners I, LP, a Delaware limited partnership (the “ASOP”) and Arena Special Opportunities Fund, LP, a Delaware limited partnership (“ASOF” and, collectively with ASOP, the “Holders”) whereby the holders extended the maturity date of certain previously issued promissory notes to April 30, 2022 in exchange for $ 300,000 100,000 On April 24, 2022, the Company entered into securities purchase agreements and related agreements with an investor for the sale of $ 150,000 The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements are issued and as of that date, except as reported below, there were no subsequent events that required adjustment or disclosure in the consolidated financial statements. | Note 14 – Subsequent Events On January 22, 2022, the Company entered into a Multi-Unit Development Agreement. Pursuant to the agreement, the Company may enter into fifty retail space lease agreements with an option for one hundred additional units as an operator of Health and Wellness Products and CBD Lounges. On January 27, 2022, the Company entered into an Isolate Master Purchase Agreement with a seller. Pursuant to the agreement, the Company commits to purchase 1,000 Kilos per week at price of $275.00 per Kilo plus cost of delivery. The agreement can be terminated upon 30 day written notice from either party On February 2, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement with a Purchaser. Pursuant to the terms of the agreement, the Company sold an aggregate of $ 136,000 100,000 On February 9, 2022, the Company entered into an Industrial Hemp Sale, Processing and Storage Agreement in which the Company agreed to purchase an aggregate quantity of 9,969 kilos of crude hemp extract from a Seller at a purchase price of $50.00 per Kilo 150,000 On April 15, 2022, the Company entered into a $ 150,000 unsecured promissory note with a lender. The promissory note accrues interest at a rate of 16 % per annum and is due no later than August 10, 2022 or on demand subsequently to any major funding received by the Company in excess of $ 2,000,000 . The promissory note may be repaid in full at any time by the Company by paying the principal amount plus any accrued interest without penalty excepting that the minimum interest payment shall be not less than $ 10,000 regardless of the prepayment date. On February 15, 2022, the Company entered into a Hemp Purchase Agreement in which the Company agrees to purchase up to 450,000 pounds of biomass, industrial hemp biomass, and extracted derivatives from a Seller On March 24, 2022, the Company entered into securities purchase agreements and related agreements with two investors, respectively, for the sale of $ 600,000 On April 13, Amendment to certain transactional documents the holders extended the maturity date of certain previously issued promissory notes to April 30, 2022 300,000 The Company has elected to extend the maturity of the notes to May 31, 2022 100,000 On April 24, 2022, the Company entered into securities purchase agreements and related agreements with an investor for the sale of $ 150,000 The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are issued and as of that date, except as reported below, there were no subsequent events that required adjustment or disclosure in the consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements The carrying value and fair value of the Company’s financial instruments are as follows: Schedule of Carrying Value and Fair value March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 195,678 $ 195,678 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ — $ — The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: Schedule of Fair Value of the Warrants Outstanding As of March 31, 2022 December 31, 2021 Stock price $ 5.55 N/A Exercise price $ 6.40 N/A Remaining term (in years) 0.98 N/A Volatility 110 % N/A Risk-free rate 1.63 % N/A Expected dividend yield — % — The warrant liabilities will be remeasured at each reporting period with changes in fair value recorded in other income (expense), net on the consolidated statements of operations. The change in fair value of the warrant liabilities was as follows: Schedule of Change in Fair Value of the Warrant Liabilities Warrant Liabilities Estimated fair value at March 22, 2022 $ 225,015 Change in fair value (29,337 ) Estimated fair value at March 31, 2022 $ 195,678 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2021 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2021 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 | Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). On February 8, 2022, the Company effected a 1-for-15 reverse stock split of the Company’s common stock, or the 2021 Reverse Stock Split. As a result of the 2021 Reverse Stock Split, every 15 shares of the Company’s pre-2021 Reverse Stock Split common stock were combined and reclassified into one share of the Company’s common stock. |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | Principles of Consolidation The consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Covid-19 | Covid-19 Commencing in December 2019, the novel strain of coronavirus (“COVID-19”) began spreading throughout the world, including the first outbreak in the US in February 2020. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has disrupted and continues to significantly disrupt local, regional, and global economies and businesses. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition and/or results of operations is uncertain. In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of its employees and clients, including requiring that certain conditions be met before employees return to the Company’s offices. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interests of its employees, customers, and partners. | Covid-19 Commencing in December 2019, the novel strain of coronavirus (“COVID-19”) began spreading throughout the world, including the first outbreak in the US in February 2020. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has disrupted and continues to significantly disrupt local, regional, and global economies and businesses. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition and/or results of operations is uncertain. In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of its employees and clients, including requiring that certain conditions be met before employees return to the Company’s offices. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interests of its employees, customers, and partners. |
Management Estimates | Management Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2021 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales (or revenues) and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, revenue recognition, allowance for doubtful accounts, recognition and measurement of income tax assets, valuation of share-based compensation, and the valuation of net assets acquired. |
Asset Acquisitions | Asset Acquisitions When applicable, the Company accounts for the acquisition of a business in accordance with the accounting standards codification (“ASC”) guidance for business combinations, whereby the total purchase consideration transferred is allocated to the assets acquired and liabilities assumed, including amounts attributable to non-controlling interests, when applicable, based on their respective estimated fair values as of the date of acquisition. Goodwill represents the excess of purchase consideration transferred over the estimated fair value of the identifiable net assets acquired in a business combination. Assigning estimated fair values to the net assets acquired requires the use of significant estimates, judgments, inputs, and assumptions regarding the fair value of the assets acquired and liabilities assumed. Estimated fair values of assets acquired and liabilities assumed are generally based on available historical information, independent valuations or appraisals, future expectations, and assumptions determined to be reasonable but are inherently uncertain with respect to future events, including economic conditions, competition, the useful life of the acquired assets, and other factors. The company may refine the estimated fair values of assets acquired and liabilities assumed, if necessary, over a period not to exceed one year from the date of acquisition by taking into consideration new information that, if known at the date of acquisition, would have affected the estimated fair values ascribed to the assets acquired and liabilities assumed. The judgments made in determining the estimated fair value assigned to assets acquired and liabilities assumed, as well as the estimated useful life and depreciation or amortization method of each asset, can materially impact the net earnings of the periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. During the measurement period, any purchase price allocation changes that impact the carrying value of goodwill affects any measurement of goodwill impairment taken during the measurement period, if applicable. If necessary, purchase price allocation revisions that occur outside of the measurement period are recorded within cost of sales or selling, general and administrative expense within the Consolidated Statements of Earnings depending on the nature of the adjustment. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the company accounts for the acquisition as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Private Label Customers are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped. Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35-day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis. Freight billed to customers is included within sales on the consolidated statement of operations. The related freight charged to the Company is included within cost of revenues. Sales tax collected from customers is remitted to governmental authorities on a net basis. | |
Cost of Revenues | Cost of Revenues The cost of revenues is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of revenues primarily consist of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products. | |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. | |
Accounts receivables, net | Accounts receivables, net Trade receivables arise from granting credit to customers in the normal course of business, are unsecured and are presented net of an allowance for doubtful accounts. The allowance is based on a number of factors, including the length of time the receivable is past due, the Company’s previous loss history, the customer’s current ability to pay, and the general condition of the economy and industry as a whole. Depending on the customer, payment is due between 30 and 60 days after the customer receives an invoice. Accounts that are more than 45 days past due are individually analyzed for collectability. When all collection efforts have been exhausted, the accounts are written off. Historically, the Company has not suffered significant losses with respect to its trade receivables. | |
Inventories | Inventories Inventories, which consist of purchased components for resale, are valued at the lower of average cost (which approximates the first-in, first-out method) and net realizable value. The Company reduces the carrying value of inventory for those items that are potentially excess, obsolete or slow-moving based on changes in customer demand, technology developments or other economic factors. | |
Long-lived assets | Long-lived assets Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated on the straight-line basis over their estimated useful lives. Definite-lived intangible assets arising from asset acquisitions include intellectual property, patents, trademarks, and certain hemp processing registrations. Definite-lived intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or indirectly to future cash flows. The Company reviews its long-lived assets for impairment whenever events or circumstances exist that indicate the carrying amount of an asset or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted cash flows expected to be generated by that asset group. If the asset or asset group is considered to be impaired, an impairment loss would be recorded to adjust the carrying amounts to the estimated fair value. No such impairment was recorded during the periods covered by this report. | |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least annually, in December, or more frequently if a triggering event occurs between impairment testing dates. As of December 31, 2021, the Company operated as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill impairment. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, then a goodwill impairment test using quantitative assessments must be performed. If it is determined that it is “not likely” that the fair value of the reporting unit is less than its carrying value, then no further testing is required. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the estimated fair value of the Company would be compared with its carrying value (including goodwill). If the fair value of the Company exceeds its carrying value, step two does not need to be performed. If the estimated fair value of the Company is less than its carrying value, an indication of goodwill impairment exists for the Company and it would need to perform step two of the impairment test. Under step two, an impairment loss would be recognized for any excess of the carrying amount of the Company’s goodwill over its fair value. Fair value of the Company under the two-step assessment is determined using a combination of both income and market-based approaches. No goodwill impairments were identified for the periods covered by this report. | |
Leases | Leases The Company determines if an arrangement is or contains a lease at contract inception. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset. The Company does not have any finance leases. Operating leases are recorded in our consolidated balance sheets. Right-of-use (“ROU”) assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date. Because the rate implicit in our leases is not readily determinable, we use our incremental borrowing rate as the discount rate, which approximates the interest rate at which we could borrow on a collateralized basis with similar terms and payments and in similar economic environments. As of December 31, 2021, our leases had remaining lease terms of up to 4 years, some of which included options to extend the lease for up to 14 years and options to terminate the lease within 1 year. Optional periods to extend the lease, including by not exercising a termination option, are included in the lease term when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components, principally common area maintenance for our facilities leases, as a single lease component. In accordance with accounting requirements, leases with an initial term of 12 months or less are recorded on the balance sheet, with lease expense for these leases recognized on a straight-line basis over the lease term. | |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method pursuant to ASC Topic 740, Income Taxes The Company’s income tax provision or benefit includes U.S. federal, state and local income taxes and is based on pre-tax income or loss. In determining the annual effective income tax rate, the Company analyzed various factors, including its annual earnings and taxing jurisdictions in which the earnings were generated, the impact of state and local income taxes, and its ability to use tax credits and net operating loss carryforwards. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 Under ASC 740, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local, and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes. The Company’s income tax returns are subject to examination by federal and state authorities in accordance with prescribed statutes. | |
Stock-based compensation | Stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation ) Due to the limited trading history of the Company’s common stock, estimated volatility was based on a peer group of public companies and took into consideration the increased short-term volatility in historical data due to COVID-19. | |
Net loss per common share | Net loss per common share Pursuant to ASC Topic 260, Earnings Per Share Diluted net loss per share is based on the weighted average number of shares outstanding during the periods plus the effect, if any, of the potential exercise or conversion of securities, such as warrants and restricted stock units that would cause the issuance of additional shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders during the periods listed in the consolidated statements of operations, the weighted average number of shares are the same for both basic and diluted net loss per share due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. An anti-dilutive impact is an increase in earnings per share or a decrease in net loss per share that would result from the conversion, exercise, or issuance of certain contingent securities. | |
Concentration of business and credit risk | Concentration of business and credit risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Cash held by the Company, in financial institutions, regularly exceeds the federally insured limit of $ 250,000 No customer accounted for more than 10 | |
Fair value of financial instruments | Fair value of financial instruments Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 ASC Topic 820, Fair Value Measurements and Disclosures ● Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets. ● Level 2 — inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Assets measured at fair value on a non-recurring basis include goodwill, and tangible and intangible assets. Such assets are reviewed annually for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (Level 3). The carrying amounts of the Company’s financial instruments, which include accounts receivables, accounts payable and accrued expenses and debt at floating interest rates, approximate their fair values, principally due to their short-term nature, maturities or nature of interest rates. | |
Advertising and vendor considerations | Advertising and vendor considerations Advertising costs are expensed as incurred. | |
Reclassifications | Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net loss. | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
Segment reporting | Segment reporting As of March 31, 2022, the Company reports operating results and financial data in one operating and reportable segment. The Chief Executive Officer, who is the chief operating decision maker, manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across the entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the Company’s business, the chief operating decision maker manages the Company and allocates resources at the consolidated level. | Segment reporting The Company operates as a single operating segment. The Chief Executive Officer, who is the chief operating decision maker, manages the Company as a single profit center in order to promote collaboration, provide comprehensive service offerings across the entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the Company’s business, the chief operating decision maker manages the Company and allocates resources at the consolidated level. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following accounting pronouncement which became effective for the Company in 2021, and which did not have a material impact on its condensed consolidated financial statements: Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2021 and 2020 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | |
Recently issued accounting standards | Recently issued accounting standards To date, there have been no recent accounting pronouncements not yet effective that have significance, or potential significance, to our consolidated financial statements. | |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our 2021 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventories | Inventories consist of: Schedule of Inventories March 31, December 31, 2022 2021 Raw materials $ 1,033,171 $ 818,042 Finished goods 2,054,167 1,735,396 Total $ 3,087,338 $ 2,553,438 | Inventories consist of: Schedule of Inventories December 31, December 31, 2021 2020 Raw materials $ 818,042 $ 294,522 Finished goods 1,735,396 50,432 Total $ 2,553,438 $ 344,954 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property, Plant and Equipment | Property and equipment consist of: Summary of Property, Plant and Equipment March 31, December 31, 2022 2021 Furniture and fixtures $ 21,724 $ 21,724 Office equipment 12,378 12,378 Manufacturing equipment 7,117,188 7,018,522 Medical equipment 776,396 776,396 Leasehold improvements 26,902 26,902 Total 7,954,588 7,855,922 Accumulated depreciation (1,162,400 ) (802,996 ) Net $ 6,792,188 $ 7,052,926 | Property and equipment consist of: Schedule of Property and Equipment December 31, December 31, 2021 2020 Furniture and fixtures $ 21,724 $ 21,727 Office equipment 12,378 12,378 Manufacturing equipment 7,018,522 397,230 Medical equipment 776,396 776,392 Leasehold improvements 26,902 26,902 Total 7,855,922 1,234,629 Accumulated depreciation (802,996 ) (239,650 ) Net $ 7,052,926 $ 994,979 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets | Intangible assets consist of: Schedule of Intangible Assets March 31, December 31, 2022 2021 Technology, IP and patents $ 435,500 $ 418,003 Total 435,500 418,003 Accumulated amortization (59,014 ) (48,988 ) Intangible assets, net $ 376,486 $ 369,015 | Intangible assets consist of: Schedule of Intangible Assets December 31, December 31, 2021 2020 Technology, IP and patents $ 418,003 $ - Total 418,003 - Accumulated amortization (48,988 ) - Total $ 369,015 $ |
Schedule of Estimated Amortization Expenses | Amortization expense for the balance of 2022, and for each of the next five years and thereafter is estimated to be as follows: Schedule of Estimated Amortization Expenses Nine months ended December 31, 2022 $ 32,640 Fiscal year 2023 43,520 Fiscal year 2024 43,520 Fiscal year 2025 43,520 Fiscal year 2026 43,520 Thereafter 169,766 Intangible assets, net $ 376,486 | Amortization expense for each of the next five years ending and thereafter is estimated to be as follows: Schedule of Estimated Amortization Expenses Years ending December 31, 2022 $ 51,352 2023 51,352 2024 51,352 2025 46,499 2026 43,033 Thereafter 125,428 Total $ 369,015 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions December 31, 2021 December 31, 2020 Per share fair value at grant date $ 8.02 $ 7.65 Risk free interest rate 1.02 0.41 Expected volatility 201 % 168 % Dividend yield 0 % 0 % Expected life in years 5 5 | |
Summary of Stock Options Activity | A summary of stock options activity for the three months ended March 31, 2022 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Weighted Average Remaining Outstanding, January 1, 2022 377,654 $ 6.11 4.46 Granted 79,013 5.10 4.77 Exercised - - - Forfeited - - - Expired - - - Outstanding, March 31, 2022 456,666 $ 5.93 4.31 | A summary of stock options activity for the year ended December 31, 2021 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, January 1, 2021 79,147 $ 5.37 3.92 Granted 298,507 $ 6.30 4.61 Exercised - - - Forfeited - - - Expired - - - Outstanding, December 31, 2021 377,654 $ 6.11 4.46 |
Schedule of Non-Vested Option Shares | Schedule of Non-Vested Option Shares Option Shares Weighted Average Non-vested options, January 1, 2022 - $ - Granted 79,013 7.24 Vested (79,013 ) 7.24 Forfeited - - Non-vested options, March 31, 2022 - $ - | A summary of the status of the Company’s nonvested shares as of December 31, 2021, and changes during the year ended December 31, 2021, is presented below: Schedule of Non-Vested Option Shares Option Shares Weighted Average Grant-Date Fair Value Non-vested options, January 1, 2021 0 $ 0 Granted 298,507 $ 8.02 Vested (298,507 ) 8.02 Forfeited - - Non-vested options, December 31, 2021 $ 0 $ 0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision For Income Taxes | The provision for income taxes consisted of the following: Schedule of Provision For Income Taxes December 31, December 31, 2021 2020 State franchise tax $ 1,075 $ 3,304 |
Schedule of Provisions for (Benefits from) Income Taxes | The difference in the provision for income taxes and the amount computed by applying the statutory federal income tax rates consists of the following: Schedule of Provisions for (Benefits from) Income Taxes December 31, December 31, 2021 2020 Expected income tax benefit $ (2,034,215 ) $ (1,200,467 ) State franchise tax 1,075 3,304 Non-deductible stock-based compensation 252,205 474,428 Non-deductible stock-based interest 41,856 94,853 Increase in deferred income tax assets valuation allowance 1,740,154 631,186 Provision for income taxes $ 1,075 $ 3,304 |
Schedule of Deferred Income Tax Assets | Principal components of the Company’s deferred tax assets as of December 31, 2021 and December 31, 2020 were as follows: Schedule of Deferred Income Tax Assets December 31, December 31, 2021 2020 Net operating loss carryfoward $ (3,671,509) $ (1,931,355) Valuation allowance 3,671,509 1,931,335 Net $ 0 $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases | At March 31, 2022, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases Nine months ended December 31, 2022 $ 809,010 Fiscal year 2023 832,893 Fiscal year 2024 326,974 Total $ 1,968,877 | At December 31, 2021, the future maturities of lease liabilities were as follows: Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases 2021 2022 $ 808,223 2023 930,196 2024 461,872 Total $ 2,200,291 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Value and Fair value | The carrying value and fair value of the Company’s financial instruments are as follows: Schedule of Carrying Value and Fair value March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 195,678 $ 195,678 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ — $ — |
Schedule of Fair Value of the Warrants Outstanding | The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used: Schedule of Fair Value of the Warrants Outstanding As of March 31, 2022 December 31, 2021 Stock price $ 5.55 N/A Exercise price $ 6.40 N/A Remaining term (in years) 0.98 N/A Volatility 110 % N/A Risk-free rate 1.63 % N/A Expected dividend yield — % — |
Schedule of Change in Fair Value of the Warrant Liabilities | The warrant liabilities will be remeasured at each reporting period with changes in fair value recorded in other income (expense), net on the consolidated statements of operations. The change in fair value of the warrant liabilities was as follows: Schedule of Change in Fair Value of the Warrant Liabilities Warrant Liabilities Estimated fair value at March 22, 2022 $ 225,015 Change in fair value (29,337 ) Estimated fair value at March 31, 2022 $ 195,678 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 114,992 | $ 449,001 | $ 457,798 | |
Working capital | 1,948,751 | 2,809,418 | ||
Net loss | $ 3,484,897 | $ 2,179,882 | $ 12,169,395 | $ 8,878,904 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Product Information [Line Items] | |
Reverse stock split, description | On February 8, 2022, the Company effected a 1-for-15 reverse stock split of the Company’s common stock, or the 2021 Reverse Stock Split. As a result of the 2021 Reverse Stock Split, every 15 shares of the Company’s pre-2021 Reverse Stock Split common stock were combined and reclassified into one share of the Company’s common stock. |
Cash, FDIC Insured Amount | $ 250,000 |
No Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |
Product Information [Line Items] | |
Concentration Risk, Percentage | 10.00% |
Asset Acquisitions (Details Nar
Asset Acquisitions (Details Narrative) | Aug. 13, 2021USD ($)$ / shares | Aug. 12, 2021USD ($)$ / shares | Mar. 17, 2021USD ($)Integer | Mar. 16, 2021USD ($) | Mar. 11, 2021USD ($) | Feb. 22, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares |
Common stock par value | $ / shares | $ 0 | $ 0 | ||||||||
Common stock value | $ 500,000 | $ 2,866,000 | $ 6,555,453 | $ 300,000 | ||||||
Common Stock [Member] | ||||||||||
Common stock value | $ 500,000 | $ 2,866,000 | $ 6,555,453 | $ 300,000 | ||||||
President [Member] | Company's Incentive Stock Option Plan [Member] | ||||||||||
Stock bonus | $ 100,000 | |||||||||
Lebsock Agreement [Member] | President [Member] | ||||||||||
Base salary per year | $ 120,000 | |||||||||
Schlosser Agreement [Member] | ||||||||||
Consulting fees | $ 10,000 | |||||||||
Equipment Acquisition Agreement [Member] | ||||||||||
Purchase price | $ 5,316,774 | |||||||||
Long-term Debt, Gross | $ 1,250,000 | |||||||||
Debt interest rate | 6.00% | |||||||||
Debt monthly payments due | $ 100,000 | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.62 | |||||||||
Equipment Acquisition Agreement [Member] | Common Stock [Member] | ||||||||||
Long-term Debt, Gross | $ 4,066,774 | |||||||||
Debt Instrument, Description | that $1,750,000 of the TWS Shares will be withheld in escrow for a period of ninety (90) days from the closing date, which will be deducted from the purchase price should the Company discover any defects or misrepresentations. The first $500,000 of payments of the TWS Note will be secured by 1,000,000 shares of the Company’s common stock to be held in escrow | |||||||||
Debt Instrument, Description | that $1,750,000 of the TWS Shares will be withheld in escrow for a period of ninety (90) days from the closing date, which will be deducted from the purchase price should the Company discover any defects or misrepresentations. The first $500,000 of payments of the TWS Note will be secured by 1,000,000 shares of the Company’s common stock to be held in escrow. During the period ending March 31, 2022, the $1,750,000 of shares held in escrow were released and issued | |||||||||
Asset Purchase Agreement [Member] | ||||||||||
Purchase price | $ 1,394,324 | |||||||||
Long-term Debt, Gross | 498,259 | |||||||||
Asset Purchase Agreement [Member] | Imbibe Health Solutions Asset Acquisition [Member] | ||||||||||
Common stock value | $ 102,501 | |||||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | ||||||||||
Long-term Debt, Gross | $ 896,065 | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.62 | |||||||||
Common stock par value | $ / shares | $ 0.62 | |||||||||
Acquisition Agreement [Member] | Imbibe Health Solutions Asset Acquisition [Member] | ||||||||||
Payments to acquire assets | $ 120,000 | |||||||||
Maximum [Member] | Asset Acquisition Agreement [Member] | Botanical Biotech, LLC, [Member] | ||||||||||
Payments to acquire assets | $ 355,057 | |||||||||
Number of trading days | Integer | 10 | |||||||||
Maximum [Member] | Lebsock Agreement [Member] | President [Member] | ||||||||||
Percentage of annual increase | 3.00% |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 1,033,171 | $ 818,042 | $ 294,522 |
Finished goods | 2,054,167 | 1,735,396 | 50,432 |
Total | $ 3,087,338 | $ 2,553,438 | $ 344,954 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | |||
Furniture and fixtures | $ 21,724 | $ 21,724 | $ 21,727 |
Office equipment | 12,378 | 12,378 | 12,378 |
Manufacturing equipment | 7,117,188 | 7,018,522 | 397,230 |
Medical equipment | 776,396 | 776,396 | 776,392 |
Leasehold improvements | 26,902 | 26,902 | 26,902 |
Total | 7,954,588 | 7,855,922 | 1,234,629 |
Accumulated depreciation | (1,162,400) | (802,996) | (239,650) |
Net | $ 6,792,188 | $ 7,052,926 | $ 994,979 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 359,404 | $ 31,551 | $ 493,656 | $ 124,388 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Technology, IP and patents | $ 435,500 | $ 418,003 | |
Total | 435,500 | 418,003 | |
Accumulated amortization | (59,014) | (48,988) | |
Total | 376,486 | 369,015 | |
Intangible assets, net | $ 376,486 | $ 369,015 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expenses (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Fiscal year 2023 | $ 43,520 | $ 51,352 | |
Fiscal year 2024 | 43,520 | 51,352 | |
Fiscal year 2025 | 43,520 | 51,352 | |
Fiscal year 2026 | 43,520 | 46,499 | |
2026 | 43,033 | ||
Thereafter | 125,428 | ||
Intangible assets, net | 376,486 | $ 369,015 | |
Nine months ended December 31, 2022 | 32,640 | ||
Thereafter | $ 169,766 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 10,026 | $ 43,860 | $ 48,689 | $ 658,910 |
Goodwill impairment charge | 55,849 | |||
Technology, IP, and Patents [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 48,689 | $ 658,910 |
Notes and Loans Payable (Detail
Notes and Loans Payable (Details Narrative) - USD ($) | Apr. 30, 2022 | Apr. 30, 2022 | Apr. 15, 2022 | Apr. 14, 2022 | Apr. 13, 2022 | Mar. 03, 2022 | Feb. 11, 2022 | Feb. 02, 2022 | Feb. 02, 2022 | Nov. 18, 2021 | Aug. 12, 2021 | Mar. 31, 2022 | Feb. 28, 2022 | Nov. 18, 2021 | May 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | ||||||||||||||||||||
Exercise price | $ 5.55 | $ 7.65 | $ 5.55 | $ 8.02 | $ 7.65 | |||||||||||||||
Amortization of debt discount premium | $ 158,815 | $ 351,535 | $ 1,640,242 | $ 273,607 | ||||||||||||||||
Repayments of related party debt | 7,839 | |||||||||||||||||||
Gain from forgiveness of debt | 196,889 | |||||||||||||||||||
Proceeds received from debt | $ 3,000,000 | |||||||||||||||||||
Notes Payable | $ 0 | 0 | 5,000 | |||||||||||||||||
Lender [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Unsecured promissory note | $ 100,000 | $ 100,000 | ||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | ||||||||||||||||||
Loan payable related party | $ 224,000 | $ 224,000 | ||||||||||||||||||
Equipment Acquisition Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Total notes and loans payable | $ 1,250,000 | |||||||||||||||||||
Debt instrument, interest rate | 6.00% | |||||||||||||||||||
Debt instrument, face amount | 1,050,000 | 1,050,000 | $ 1,050,000 | |||||||||||||||||
Debt monthly payments due | $ 100,000 | |||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Proceeds received from debt | $ 3,000,000 | |||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Lender [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate | 16.00% | |||||||||||||||||||
Debt instrument, face amount | 150,000 | 150,000 | ||||||||||||||||||
Unsecured promissory note | $ 150,000 | |||||||||||||||||||
Proceeds received from debt | $ 2,000,000 | |||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Lender [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | 100,000 | 100,000 | ||||||||||||||||||
Unsecured promissory note | $ 100,000 | $ 100,000 | ||||||||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||||||||
Future receivable sale and purchase agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 182,083 | 116,167 | $ 116,167 | |||||||||||||||||
Aggregate future receivables | $ 136,000 | $ 136,000 | ||||||||||||||||||
Proceeds from collection receivables | 250,000 | 100,000 | ||||||||||||||||||
Aggregate principal amount | 2,833 | |||||||||||||||||||
Receivable Purchase And Sale Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Aggregate future receivables | $ 350 | |||||||||||||||||||
Subsequent Event [Member] | Lender [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt maturity date | Aug. 10, 2022 | |||||||||||||||||||
Debt instrument, interest rate | 16.00% | |||||||||||||||||||
Unsecured promissory note | $ 150,000 | |||||||||||||||||||
Proceeds received from debt | $ 2,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Future receivable sale and purchase agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Aggregate future receivables | 136,000 | $ 136,000 | ||||||||||||||||||
Proceeds from collection receivables | $ 100,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Number of shares issued | 51,282 | 382,133 | 814,336 | 40,000 | ||||||||||||||||
Common Stock [Member] | Equipment Acquisition Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Total notes and loans payable | $ 4,066,774 | |||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt maturity date | May 31, 2022 | |||||||||||||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt maturity date | Apr. 30, 2022 | |||||||||||||||||||
Debt instrument, payment terms | the holders extended the maturity date of certain previously issued promissory notes to April 30, 2022 in exchange for $300,000 and agreed to grant two additional extensions for 30 days each, each for an additional $100,000 per extension. Holders also waived certain defaults under the notes and granted consents required under the notes | |||||||||||||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | Holders [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Repayments of related party debt | $ 300,000 | |||||||||||||||||||
Debt instrument, payment terms | The holders agreed to allow the Company to extend the notes for two additional 30 day periods for $100,000 per extension. | |||||||||||||||||||
[custom:DebtInstrumentAdditionalPayment] | $ 100,000 | |||||||||||||||||||
Convertible Notes Payable [Member] | Arena Special Opportunities Partners I, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt maturity date | Jan. 31, 2022 | Jan. 31, 2022 | ||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||
Exercise price | $ 0.45 | $ 0.45 | $ 0.45 | |||||||||||||||||
Amortization of debt discount premium | $ 679,000 | $ 0 | ||||||||||||||||||
Debt instrument, face amount | $ 1,193,135 | 2,286,792 | ||||||||||||||||||
Principal balance outstanding | 1,193,135 | |||||||||||||||||||
Convertible Notes Payable [Member] | Arena Special Opportunities Partners I, LP [Member] | Common Stock [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Number of shares issued | 1,529,670 | 3,426,280 | ||||||||||||||||||
Convertible Notes Payable [Member] | Arena Special Opportunities Partners I, LP [Member] | Warrant [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Number of shares issued | 1,529,670 | 3,426,280 | ||||||||||||||||||
Convertible Notes Payable [Member] | Arena Special Opportunities Fund, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt maturity date | Jan. 31, 2022 | |||||||||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | 12.00% | |||||||||||||||||
Exercise price | $ 0.45 | $ 0.45 | ||||||||||||||||||
Amortization of debt discount premium | 26,000 | $ 0 | ||||||||||||||||||
Debt instrument, face amount | $ 306,865 | $ 102,539 | 87,773 | $ 102,539 | ||||||||||||||||
Convertible Notes Payable [Member] | Arena Special Opportunities Fund, LP [Member] | Common Stock [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Number of shares issued | 393,417 | 131,325 | ||||||||||||||||||
Convertible Notes Payable [Member] | Arena Special Opportunities Fund, LP [Member] | Warrant [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Number of shares issued | 393,417 | |||||||||||||||||||
Convertible Notes Payable One [Member] | Arena Special Opportunities Partners I, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Amortization of debt discount premium | 464,000 | $ 0 | ||||||||||||||||||
Convertible Notes Payable Two [Member] | Arena Special Opportunities Fund, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Amortization of debt discount premium | 119,000 | 0 | ||||||||||||||||||
Debt instrument, face amount | $ 306,895 | |||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Total notes and loans payable | $ 2,675,239 | $ 2,675,239 | ||||||||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | ||||||||||||||||||
Paycheck Protection Program Cares Act [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Loans received | $ 194,940 | |||||||||||||||||||
Debt forgiveness | $ 194,940 | |||||||||||||||||||
Accrued interest | 1,949 | |||||||||||||||||||
Gain from forgiveness of debt | $ 196,889 | |||||||||||||||||||
A S O P Note I [Member] | Arena Special Opportunities Partners I, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Total notes and loans payable | $ 2,675,239 | $ 2,675,239 | ||||||||||||||||||
Debt maturity date | Jan. 31, 2022 | |||||||||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | ||||||||||||||||||
Number of shares issued | 3,426,280 | |||||||||||||||||||
Debt instrument, face amount | 2,400,997 | $ 2,400,997 | ||||||||||||||||||
Warrants exercise price | $ 0.45 | $ 0.45 | ||||||||||||||||||
A S O P Note I [Member] | Arena Special Opportunities Partners I, LP [Member] | Warrant [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 3,426,280 | 3,426,280 | ||||||||||||||||||
A S O F Note I [Member] | Arena Special Opportunities Fund, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt maturity date | Jan. 31, 2022 | |||||||||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | ||||||||||||||||||
Number of shares issued | 131,325 | |||||||||||||||||||
Debt instrument, face amount | 87,773 | $ 102,539 | 87,773 | $ 102,539 | ||||||||||||||||
Warrants exercise price | $ 0.45 | $ 0.45 | ||||||||||||||||||
A S O F Note I [Member] | Arena Special Opportunities Fund, LP [Member] | Common Stock [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 131,325 | 131,325 | ||||||||||||||||||
A S O P Note I I [Member] | Arena Special Opportunities Partners I, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt maturity date | Jan. 31, 2022 | |||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||
Number of shares issued | 1,529,670 | |||||||||||||||||||
Debt instrument, face amount | $ 1,193,135 | |||||||||||||||||||
Principal balance outstanding | 1,073,250 | |||||||||||||||||||
Warrants exercise price | $ 0.45 | |||||||||||||||||||
A S O P Note I I [Member] | Arena Special Opportunities Partners I, LP [Member] | Warrant [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 1,529,670 | |||||||||||||||||||
ASOF NoteII [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt maturity date | Apr. 30, 2022 | |||||||||||||||||||
ASOF NoteII [Member] | Subsequent Event [Member] | Holders [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Repayments of related party debt | $ 300,000 | |||||||||||||||||||
Debt instrument, payment terms | The holders agreed to allow the Company to extend the notes for two additional 30-day periods for $100,000 per extension | |||||||||||||||||||
ASOF NoteII [Member] | Arena Special Opportunities Partners I, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt maturity date | Jan. 31, 2022 | |||||||||||||||||||
Warrants exercise price | $ 0.45 | |||||||||||||||||||
ASOF NoteII [Member] | Arena Special Opportunities Fund, LP [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||
Number of shares issued | 393,417 | |||||||||||||||||||
Debt instrument, face amount | $ 276,750 | $ 306,865 | $ 276,750 | |||||||||||||||||
ASOF NoteII [Member] | Arena Special Opportunities Fund, LP [Member] | Warrant [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 393,417 | |||||||||||||||||||
B L Note [Member] | Blue Lake Partners L L C [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt maturity date | Mar. 22, 2023 | |||||||||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | ||||||||||||||||||
Number of shares issued | 39,062 | |||||||||||||||||||
Amortization of debt discount premium | $ 0 | $ 0 | ||||||||||||||||||
Debt instrument, face amount | $ 250,000 | 250,000 | ||||||||||||||||||
Principal balance outstanding | $ 250,000 | |||||||||||||||||||
Warrants exercise price | $ 6.40 | $ 6.40 | ||||||||||||||||||
B L Note [Member] | Blue Lake Partners L L C [Member] | Warrant [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 39,062 | 39,062 | ||||||||||||||||||
M H Note [Member] | Mast Hill Fund L P [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | ||||||||||||||||||
Number of shares issued | 39,062 | |||||||||||||||||||
Amortization of debt discount premium | $ 0 | $ 0 | ||||||||||||||||||
Debt instrument, face amount | $ 350,000 | $ 350,000 | ||||||||||||||||||
Warrants exercise price | $ 6.40 | $ 6.40 | ||||||||||||||||||
M H Note [Member] | Mast Hill Fund L P [Member] | Warrant [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Warrants to purchase common stock | 39,062 | 39,062 | ||||||||||||||||||
Tysadco Note [Member] | Tysadco Partners L L C [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt maturity date | Jul. 25, 2022 | |||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||
Debt instrument, face amount | $ 350,000 | $ 450,000 | $ 350,000 | |||||||||||||||||
Tysadco Note [Member] | Tysadco Partners L L C [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Notes Payable | $ 100,000 | $ 100,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Mar. 27, 2021 | Feb. 08, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Common stock issued for property and equipment | $ 98,666 | $ 217,012 | ||||
Offering [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during the period | 51,282 | 814,336 | ||||
Common Stock One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for asset acquisitions | 190,505 | 381,791 | ||||
Common shares issued for services rendered | 130,825 | 157,115 | ||||
Common shares issued for interest repayments | 10,150 | 111,874 | ||||
Common stock issued for property and equipment | $ 13,704 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during the period | 51,282 | 382,133 | 814,336 | 40,000 | ||
Common stock issued for asset acquisitions | 190,505 | 23,670 | 381,791 | |||
Common shares issued for services rendered | 130,825 | 8,717 | 157,115 | 62,747 | ||
Common shares issued for interest repayments | 59,000 | |||||
Conversion of stock | 33,345 | |||||
Common stock issued for property and equipment | $ 98,666 | $ 217,012 | ||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, voting rights | Each share of Series A Preferred Stock is convertible into 218 shares of CANB common stock and is entitled to 4,444 votes | Each share of Series A Preferred Stock is convertible into 33,334 shares of CANB common stock and is entitled to 66,666 votes | ||||
Number of convertible shares | 4,444 | 66,666 | ||||
Preferred stock shares authorized | 20 | 20 | 20 | |||
Preferred stock, par or stated value per share | $ 0 | $ 0 | ||||
Conversion of stock | 15 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, voting rights | The shares of Series B Preferred Stock have no voting rights | The shares of Series B Preferred Stock have no voting rights | ||||
Dividend, description | Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day | Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day | ||||
Preferred stock shares authorized | 500,000 | 500,000 | 500,000 | |||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||
Series C Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of convertible shares | 25,000 | 25,000 | ||||
Preferred stock shares authorized | 2,000 | 2,000 | 2,000 | |||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||
Series D Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, voting rights | collectively representing 1,300,000 voting shares | Each Series D Preferred Share shall have voting rights equal to 667 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. The holders shall not be entitled to receive distributions made or dividends paid to the Company’s other stockholders. Except as otherwise required by law, for as long as any Series D Preferred Shares remain outstanding, the Company shall have the option to redeem any outstanding share of Series D Preferred Shares at any time for a purchase price of par value per share of Series D Preferred Shares (“Price per Share”) | Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation | Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation | ||
Preferred stock shares authorized | 4,000 | 4,000 | 4,000 | 4,000 | ||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, voting rights | collectively representing 19,500,000 voting shares | Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. The holders shall not be entitled to receive distributions made or dividends paid to the Company’s other stockholders. Except as otherwise required by law, for as long as any Series D Preferred Shares remain outstanding, the Company shall have the option to redeem any outstanding share of Series D Preferred Shares at any time for a purchase price of par value per share of Series D Preferred Shares (“Price per Share”). | ||||
Series D Preferred Stock [Member] | Pasquale Ferro [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during the period | 600 | |||||
Series D Preferred Stock [Member] | Marco Alfonsi [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during the period | 600 | |||||
Series D Preferred Stock [Member] | Stanley L. Teeple [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during the period | 600 | |||||
Series D Preferred Stock [Member] | Philip Scala [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during the period | 150 |
Schedule of Share-based Payment
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Per share fair value at grant date | $ 5.55 | $ 8.02 | $ 7.65 |
Risk free interest rate | 1.63% | 1.02% | 0.41% |
Expected volatility | 110.00% | 201.00% | 168.00% |
Dividend yield | 0.00% | 0.00% | |
Expected life in years | 11 months 23 days | 5 years | 5 years |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Option shares, outstanding beginning | 377,654 | 79,147 |
Weighted average exercise price, outstanding beginning | $ 6.11 | $ 5.37 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 11 months 1 day | |
Option shares, granted | 79,013 | 298,507 |
Weighted average exercise price, granted | $ 5.10 | $ 6.30 |
Weighted average remaining contractual life years, granted | 4 years 9 months 7 days | 4 years 7 months 9 days |
Option shares, exercised | ||
Weighted average exercise price, exercised | ||
Option shares, forfeited | ||
Weighted average exercise price, forfeited | ||
Option shares, expired | ||
Weighted average exercise price, expired | ||
Option shares, outstanding ending | 456,666 | 377,654 |
Weighted average exercise price, outstanding ending | $ 5.93 | $ 6.11 |
Weighted average remaining contractual life years, outstanding ending | 4 years 3 months 21 days | 4 years 5 months 15 days |
Schedule of Non-Vested Option S
Schedule of Non-Vested Option Shares (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Non-vested options, beginning | 0 | 0 |
Weighted average grant-date fair value, non-vested options, beginning | $ 0 | $ 0 |
Non-vested options, granted | 79,013 | 298,507 |
Weighted average grant-date fair value, granted | $ 7.24 | $ 8.02 |
Non-vested options, vested | (79,013) | (298,507) |
Weighted average grant-date fair value, vested | $ 7.24 | $ 8.02 |
Non-vested options, forfeited | ||
Weighted average grant-date fair value, forfeited | ||
Non-vested options, ending | 0 | |
Weighted average grant-date fair value, non-vested options, ending | $ 0 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation expense | $ 2,395,038 |
Schedule of Provision For Incom
Schedule of Provision For Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
State franchise tax | $ 1,075 | $ 3,304 |
Schedule of Provisions for (Ben
Schedule of Provisions for (Benefits from) Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Expected income tax benefit | $ (2,034,215) | $ (1,200,467) | ||
State franchise tax | 1,075 | 3,304 | ||
Non-deductible stock-based compensation | 252,205 | 474,428 | ||
Non-deductible stock-based interest | 41,856 | 94,853 | ||
Increase in deferred income tax assets valuation allowance | 1,740,154 | 631,186 | ||
Provision for income taxes | $ 125 | $ 1,075 | $ 3,304 |
Schedule of Deferred Income Tax
Schedule of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryfoward | $ (3,671,509) | $ (1,931,355) |
Valuation allowance | 3,671,509 | 1,931,335 |
Net | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 17,483,000 | |
Expiration beginning year | begin to expire in 2025. | |
Unrecognized tax positions | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Notes payable, outstanding | $ 0 | $ 5,000 | ||
Due to director | 210,434 | 218,273 | ||
Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Professional fees | $ 0 | $ 9,900 | 28,100 | $ 54,500 |
Due to director | $ 218,000 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Fiscal year 2023 | $ 832,893 | $ 808,223 |
Fiscal year 2024 | 326,974 | 930,196 |
2024 | 461,872 | |
Total | 1,968,877 | $ 2,200,291 |
Nine months ended December 31, 2022 | $ 809,010 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 28, 2020 | Jul. 15, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Rent expense | $ 203,017 | $ 71,448 | $ 641,779 | $ 193,069 | ||
Series C Preferred Stock [Member] | ||||||
Preferred stock, shares issued | 20 | 23 | 23 | 23 | ||
Executive Employment Agreement [Member] | Series C Preferred Stock [Member] | ||||||
Preferred stock, shares issued | 200 | |||||
Investor Relations and Advisory Agreement [Member] | Initial 3 Months [Member] | Restricted Stock [Member] | ||||||
Professional fees | $ 5,000 | |||||
Investor Relations and Advisory Agreement [Member] | 4-6 Months [Member] | Restricted Stock [Member] | ||||||
Professional fees | 6,250 | |||||
Investor Relations and Advisory Agreement [Member] | 7 Months and After [Member] | Restricted Stock [Member] | ||||||
Professional fees | $ 7,500 | |||||
Pasquale Ferro [Member] | Executive Employment Agreement [Member] | ||||||
Base salary per month | $ 15,000 | |||||
Incentive stock option plan | 100,000 | |||||
Philip Scala [Member] | Executive Employment Agreement [Member] | ||||||
Employee cash compensation per month | $ 100,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 30, 2022 | Apr. 24, 2022 | Apr. 15, 2022 | Apr. 13, 2022 | Mar. 24, 2022 | Mar. 03, 2022 | Feb. 15, 2022 | Feb. 09, 2022 | Feb. 02, 2022 | Jan. 27, 2022 | May 31, 2022 | Nov. 18, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of unsecured debt | $ 3,000,000 | ||||||||||||||
Repayments of related party debt | $ 7,839 | ||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt maturity date | May 31, 2022 | ||||||||||||||
Future receivable sale and purchase agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate future receivables | $ 136,000 | ||||||||||||||
Proceeds from collection receivables | $ 250,000 | 100,000 | |||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Paid from future offering proceeds | $ 100,000 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt maturity date | Apr. 30, 2022 | ||||||||||||||
[custom:DebtInstrumentPaymentTerm] | the holders extended the maturity date of certain previously issued promissory notes to April 30, 2022 in exchange for $300,000 and agreed to grant two additional extensions for 30 days each, each for an additional $100,000 per extension. Holders also waived certain defaults under the notes and granted consents required under the notes. | ||||||||||||||
Debt instrument, payment terms | the holders extended the maturity date of certain previously issued promissory notes to April 30, 2022 in exchange for $300,000 and agreed to grant two additional extensions for 30 days each, each for an additional $100,000 per extension. Holders also waived certain defaults under the notes and granted consents required under the notes | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Holders [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Repayments of related party debt | $ 300,000 | ||||||||||||||
[custom:DebtInstrumentAdditionalPayment] | $ 100,000 | ||||||||||||||
Debt instrument, payment terms | The holders agreed to allow the Company to extend the notes for two additional 30 day periods for $100,000 per extension. | ||||||||||||||
Subsequent Event [Member] | Lender [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Unsecured debt | $ 150,000 | ||||||||||||||
Debt interest rate | 16.00% | ||||||||||||||
Debt maturity date | Aug. 10, 2022 | ||||||||||||||
Proceeds from issuance of unsecured debt | $ 2,000,000 | ||||||||||||||
Maximum interest amount | $ 10,000 | ||||||||||||||
Subsequent Event [Member] | Isolate Master Purchase Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Long term purchase commitment, description | the Company entered into an Isolate Master Purchase Agreement with a seller. Pursuant to the agreement, the Company commits to purchase 1,000 Kilos per week at price of $275.00 per Kilo plus cost of delivery. The agreement can be terminated upon 30 day written notice from either party | ||||||||||||||
Subsequent Event [Member] | Future receivable sale and purchase agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate future receivables | 136,000 | ||||||||||||||
Proceeds from collection receivables | $ 100,000 | ||||||||||||||
Subsequent Event [Member] | Industrial Hemp Sale [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Long term purchase commitment, description | the Company entered into an Industrial Hemp Sale, Processing and Storage Agreement in which the Company agreed to purchase an aggregate quantity of 9,969 kilos of crude hemp extract from a Seller at a purchase price of $50.00 per Kilo | ||||||||||||||
Cash collateral | $ 150,000 | ||||||||||||||
Subsequent Event [Member] | Hemp purchase agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Long term purchase commitment, description | the Company entered into a Hemp Purchase Agreement in which the Company agrees to purchase up to 450,000 pounds of biomass, industrial hemp biomass, and extracted derivatives from a Seller | ||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of debt | $ 150,000 | $ 600,000 |
Schedule of Carrying Value and
Schedule of Carrying Value and Fair value (Details) - USD ($) | Mar. 31, 2022 | Mar. 21, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | $ 195,678 | $ 225,015 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total | $ 195,678 |
Schedule of Fair Value of the W
Schedule of Fair Value of the Warrants Outstanding (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||
Stock price | $ 5.55 | $ 8.02 | $ 7.65 |
Exercise price | $ 6.40 | ||
Remaining term (in years) | 11 months 23 days | 5 years | 5 years |
Volatility | 110.00% | 201.00% | 168.00% |
Risk free rate | 1.63% | 1.02% | 0.41% |
Expected dividend yield | 0.00% | 0.00% |
Schedule of Change in Fair Valu
Schedule of Change in Fair Value of the Warrant Liabilities (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Fair Value Disclosures [Abstract] | |||
Estimated fair value Beginning | $ 225,015 | ||
Change in fair value | (29,337) | (29,337) | |
Estimated fair value Ending | $ 195,678 | $ 195,678 |
Summary of Property, Plant and
Summary of Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | |||
Furniture and fixtures | $ 21,724 | $ 21,724 | $ 21,727 |
Office equipment | 12,378 | 12,378 | 12,378 |
Manufacturing equipment | 7,117,188 | 7,018,522 | 397,230 |
Medical equipment | 776,396 | 776,396 | 776,392 |
Leasehold improvements | 26,902 | 26,902 | 26,902 |
Total | 7,954,588 | 7,855,922 | 1,234,629 |
Accumulated depreciation | (1,162,400) | (802,996) | (239,650) |
Net | $ 6,792,188 | $ 7,052,926 | $ 994,979 |