Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55753 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,046,780 | |
Entity Information, Former Legal or Registered Name | Canbiola, Inc. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 34,471 | $ 449,001 |
Accounts receivable, less allowance for doubtful accounts of $547,241 | 7,039,596 | 3,646,677 |
Inventory | 2,259,014 | 2,553,438 |
Note receivable | 2,898 | |
Prepaid expenses and other current assets | 18,009 | 1,625 |
Total current assets | 9,351,090 | 6,653,639 |
Property and equipment, net | 5,778,869 | 7,052,926 |
Other assets: | ||
Deposits | 165,787 | 165,787 |
Intangible assets, net | 110,144 | 369,015 |
Right of use assets, net | 1,299,579 | 2,220,134 |
Other noncurrent assets | 13,139 | 13,139 |
Total other assets | 1,588,649 | 2,768,075 |
Total assets | 16,718,608 | 16,474,640 |
Current liabilities: | ||
Accounts payable | 3,101,232 | 1,163,284 |
Accrued expenses | 181,670 | 2,407,528 |
Due to related party | 295,243 | 218,273 |
Notes and loans payable, net | 7,263,347 | 4,865,749 |
Warrant liabilities | 130,373 | |
Operating lease liability - current | 584,434 | 808,223 |
Total current liabilities | 11,556,299 | 9,463,057 |
Long-term liabilities: | ||
Notes and loans payable, net | ||
Operating lease liability - noncurrent | 668,766 | 1,392,068 |
Total long-term liabilities | 668,766 | 1,392,068 |
Total liabilities | 12,225,065 | 10,855,125 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Common stock, no par value; 1,500,000,000 shares authorized, 3,861,610 and 2,834,755 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 78,511,188 | 49,676,847 |
Common stock issuable, no par value; 36,248 and 0 shares at September 30, 2022 and December 31, 2021, respectively | 119,586 | |
Treasury stock | (572,678) | (572,678) |
Additional paid-in capital | 8,006,822 | 5,635,003 |
Accumulated deficit | (89,791,418) | (77,766,659) |
Total stockholders’ equity | 4,493,543 | 5,619,515 |
Total liabilities and stockholders’ equity | 16,718,608 | 16,474,640 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred Stock Value | 5,320,000 | 28,440,000 |
Series B Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred Stock Value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred Stock Value | 2,900,039 | 207,000 |
Series D Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred Stock Value | $ 4 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 547,241 | $ 547,241 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 3,861,610 | 2,834,755 |
Common stock, shares outstanding | 3,861,610 | 2,834,755 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, issuable shares | 36,248 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20 | 20 |
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares issued | 5 | 20 |
Preferred stock, shares outstanding | 5 | 20 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, shares issued | 1,100 | 23 |
Preferred stock, shares outstanding | 1,100 | 23 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,000 | 4,000 |
Preferred stock, shares issued | 4,000 | 1,950 |
Preferred stock, shares outstanding | 4,000 | 1,950 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Total revenues | $ 2,888,124 | $ 1,910,372 | $ 6,019,446 | $ 2,619,078 |
Cost of revenues | 1,029,180 | 540,886 | 3,250,327 | 876,293 |
Gross profit | 1,858,944 | 1,369,486 | 2,769,119 | 1,742,785 |
Operating expenses | 8,686,912 | 3,893,685 | 14,347,703 | 8,645,362 |
Loss from operations | (6,827,968) | (2,524,199) | (11,578,584) | (6,902,577) |
Other income (expense): | ||||
Other income | 9 | 2,935 | ||
Change in fair value of warrant liability | 103,951 | 218,039 | ||
Gain on debt extinguishment | 196,889 | |||
Interest expense | (165,993) | (707,855) | (659,394) | (1,448,650) |
Other expense | (3,975) | (647) | (4,820) | |
Other expense | (66,008) | (708,502) | (446,175) | (1,248,826) |
Loss before provision for income taxes | (6,893,976) | (3,232,701) | (12,024,759) | (8,151,403) |
Provision for (benefit from) income taxes | (85) | 1,084 | ||
Net loss | $ (6,893,976) | $ (3,232,616) | $ (12,024,759) | $ (8,152,487) |
Loss per share - basic and diluted | $ (1.98) | $ (1.61) | $ (3.56) | $ (5.39) |
Weighted average shares outstanding - basic and diluted | 3,488,903 | 2,001,718 | 3,378,577 | 1,511,175 |
Product Sales [Member] | ||||
Revenues | ||||
Total revenues | $ 2,629,636 | $ 1,749,435 | $ 4,855,293 | $ 2,355,231 |
Service Revenue [Member] | ||||
Revenues | ||||
Total revenues | $ 258,488 | $ 160,937 | $ 1,164,153 | $ 263,847 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Preferred Stock [Member] 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] | Common Stock [Member] | Common Stock Issuable [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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 | |||
Beginning balance, shares at Dec. 31, 2020 | 20 | 623 | 369,639 | 36,248 | ||||||
Issuance of preferred stock | $ 2 | 2 | ||||||||
Issuance of preferred stock, shares | 1,950 | |||||||||
Issuance of common stock for services rendered | $ 985,824 | 985,824 | ||||||||
Issuance of common stock for services rendered, shares | 96,075 | |||||||||
Issuance of common stock resulting from the exercise of warrants | ||||||||||
Net loss | (8,152,487) | (8,152,487) | ||||||||
Issuance of common stock for asset acquisition | $ 3,350,513 | 3,350,513 | ||||||||
Issuance of common stock for asset acquisition, shares | 369,137 | |||||||||
Sale of common stock | $ 4,826,001 | 4,826,001 | ||||||||
Sale of common stock, shares | 621,569 | |||||||||
Conversion of Series C Preferred stock to common stock | $ (1,350,000) | $ 1,350,000 | ||||||||
Conversion of Series C Preferred stock to common stock, shares | (150) | 250,000 | ||||||||
Issuance of common stock in lieu of note repayments | $ 537,748 | 537,748 | ||||||||
Issuance of common stock in lieu of note repayments, shares | 77,017 | |||||||||
Issuance of common stock warrants and commitment shares in connection with convertible promissory note | 662,062 | 662,062 | ||||||||
Issuance of common stock in lieu of note repayments | $ 140,263 | 140,263 | ||||||||
Issuance of common stock in lieu of note repayments, shares | 25,417 | |||||||||
Ending balance at Sep. 30, 2021 | $ 28,440,000 | $ 4,257,000 | $ 2 | $ 42,064,619 | $ (572,678) | 3,386,751 | (73,749,751) | 3,825,943 | ||
Ending balance, shares at Sep. 30, 2021 | 20 | 473 | 1,950 | 1,808,854 | 36,248 | |||||
Beginning balance at Jun. 30, 2021 | $ 28,440,000 | $ 4,257,000 | $ 2 | $ 36,182,739 | $ (572,678) | 3,386,751 | (70,517,135) | 1,176,679 | ||
Beginning balance, shares at Jun. 30, 2021 | 20 | 473 | 1,950 | 1,129,534 | 36,248 | |||||
Issuance of common stock for services rendered | $ 568,776 | 568,776 | ||||||||
Issuance of common stock for services rendered, shares | 69,001 | |||||||||
Net loss | (3,232,616) | (3,232,616) | ||||||||
Issuance of common stock for asset acquisition | $ 3,212,840 | 3,212,840 | ||||||||
Issuance of common stock for asset acquisition, shares | 345,467 | |||||||||
Sale of common stock | $ 1,960,001 | 1,960,001 | ||||||||
Sale of common stock, shares | 239,436 | |||||||||
Issuance of common stock in lieu of note interest repayments | $ 140,263 | 140,263 | ||||||||
Issuance of common stock in lieu of note interest repayments, shares | 25,416 | |||||||||
Ending balance at Sep. 30, 2021 | $ 28,440,000 | $ 4,257,000 | $ 2 | $ 42,064,619 | $ (572,678) | 3,386,751 | (73,749,751) | 3,825,943 | ||
Ending balance, shares at Sep. 30, 2021 | 20 | 473 | 1,950 | 1,808,854 | 36,248 | |||||
Beginning 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 | ||
Beginning balance, shares at Dec. 31, 2021 | 20 | 23 | 1,950 | 2,834,755 | 36,248 | |||||
Issuance of preferred stock | $ 2,693,039 | $ 2 | 2,693,041 | |||||||
Issuance of preferred stock, shares | 1,077 | 2,050 | ||||||||
Issuance of common stock for services rendered | $ 3,266,458 | 119,586 | 3,386,044 | |||||||
Issuance of common stock for services rendered, shares | 709,642 | |||||||||
Issuance of common stock resulting from the exercise of warrants | $ 8,641 | 8,641 | ||||||||
Issuance of common stock resulting from the exercise of warrants, shares | 18,227 | |||||||||
Stock-based compensation | 2,371,819 | 2,371,819 | ||||||||
Net loss | (12,024,759) | (12,024,759) | ||||||||
Issuance of common stock for asset acquisition | $ 1,767,498 | 1,767,498 | ||||||||
Issuance of common stock for asset acquisition, shares | 190,505 | |||||||||
Sale of common stock | $ 500,000 | 500,000 | ||||||||
Sale of common stock, shares | 51,282 | |||||||||
Issuance of common stock in lieu of note interest repayments | $ 73,078 | 73,078 | ||||||||
Issuance of common stock in lieu of note interest repayments, shares | 10,150 | |||||||||
Conversion of Series A Preferred stock to Common stock | $ (23,120,000) | $ 23,120,000 | ||||||||
Conversion of Series A Preferred stock to Common stock, shares | (15) | 33,345 | ||||||||
Issuance of common stock for equipment | $ 98,666 | 98,666 | ||||||||
Issuance of common stock for equipment, shares | 13,704 | |||||||||
Ending balance at Sep. 30, 2022 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 78,511,188 | 119,586 | $ (572,678) | 8,006,822 | (89,791,418) | 4,493,543 | |
Ending balance, shares at Sep. 30, 2022 | 5 | 0 | 1,100 | 4,000 | 3,861,610 | 36,248 | ||||
Beginning balance at Jun. 30, 2022 | $ 5,320,000 | $ 207,000 | $ 2 | $ 77,256,363 | 119,586 | $ (572,678) | 6,206,822 | (82,897,442) | 5,639,653 | |
Beginning balance, shares at Jun. 30, 2022 | 5 | 23 | 1,950 | 3,445,749 | 36,248 | |||||
Issuance of preferred stock | $ 2,693,039 | $ 2 | 2,693,041 | |||||||
Issuance of preferred stock, shares | 10,377 | |||||||||
Issuance of common stock for services rendered | $ 1,246,184 | 1,246,184 | ||||||||
Issuance of common stock for services rendered, shares | 397,634 | |||||||||
Issuance of common stock resulting from the exercise of warrants | $ 8,641 | 8,641 | ||||||||
Issuance of common stock resulting from the exercise of warrants, shares | 18,227 | |||||||||
Stock-based compensation | 1,800,000 | 1,800,000 | ||||||||
Net loss | (6,893,976) | (6,893,976) | ||||||||
Ending balance at Sep. 30, 2022 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 78,511,188 | $ 119,586 | $ (572,678) | $ 8,006,822 | $ (89,791,418) | $ 4,493,543 | |
Ending balance, shares at Sep. 30, 2022 | 5 | 0 | 1,100 | 4,000 | 3,861,610 | 36,248 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net loss | $ (12,024,759) | $ (8,152,487) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 5,064,860 | |
Depreciation | 1,061,549 | 141,961 |
Amortization of intangible assets | 23,906 | 135,339 |
Amortization of original-issue-discounts | 324,987 | 1,168,918 |
Bad debt expense | 316,136 | 47,452 |
Impairment of intangible assets | 252,462 | |
Loss on sale of property and equipment | 309,000 | |
Change in fair value of warrant liability | (218,039) | |
Gain on debt extinguishment | (196,889) | |
Stock-based interest expense | 73,078 | 140,263 |
Stock-based consulting expense | 3,386,044 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,706,157) | (1,173,653) |
Inventory | 294,424 | (516,340) |
Prepaid expenses | (14,210) | 885,029 |
Deposits | (2,000) | |
Other noncurrent assets | 9,182 | |
Operating lease right-of-use asset | (26,536) | 1,811 |
Accounts payable | 1,938,159 | 1,490,268 |
Accrued expenses | (475,858) | (42,769) |
Net cash used in operating activities | (3,420,954) | (6,063,915) |
Investing activities: | ||
Purchase of property and equipment | (472,827) | |
Purchase of intangible assets | (177,530) | |
Net cash used in investing activities | (650,357) | |
Financing activities: | ||
Net proceeds received from notes and loans payable | 2,854,853 | 1,525,000 |
Proceeds from issuance of Series D Preferred Stock | 2 | |
Proceeds from sale of common stock | 500,000 | 4,826,001 |
Repayments of notes and loans payable | (347,693) | (224,000) |
Deferred financing costs | (77,706) | |
Amounts received from related parties, net | 76,970 | 320,000 |
Net cash provided by financing activities | 3,006,424 | 6,447,003 |
Decrease in cash and cash equivalents | (414,530) | (267,269) |
Cash and cash equivalents, beginning of period | 449,001 | 457,798 |
Cash and cash equivalents, end of period | 34,471 | 190,529 |
Supplemental Cash Flow Information: | ||
Income taxes paid | 1,084 | |
Interest paid | 72,346 | 4,000 |
Non-cash Investing and Financing Activities: | ||
Issuance of common stock in lieu of repayment of notes payable | 537,748 | |
Issuance of common stock in asset acquisitions | 1,767,498 | 3,350,513 |
Debt discount associated with warrant liability | 357,049 | |
Issuance of common stock resulting from the exercise of warrants | 8,641 | |
Issuance of common stock warrants and commitment shares in connection with convertible promissory note | $ 662,062 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
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. |
Liquidity
Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022, the Company had cash and cash equivalents of $ 34,471 2,205,209 12,024,759 8,152,487 After careful consideration and analysis of the economics, supply chain, processing logistics, and management of manpower the Company decided to consolidate operations in its CO operations in Mead and Ft. Morgan. The company remains fully vertically integrated in legal hemp operations and sales with processing of hemp biomass and crude hemp oil into distillate, isolate, and ultimately into isomers. The Company moved all of its help processing equipment previously located in its Miami, FL operation under Botanical Biotech, LLC to its main hemp processing center in CO. The Company also terminated its lease with the Miami landlord. The Company moved all of the hemp processing equipment previously located in its McMinnville, TN operation under TN Botanicals, LLC to its main hemp processing center in CO. As a result of these equipment moves, the Colorado operation will, once fully operational, improve operating efficiencies, increase management oversight, and be able to increase throughput by double verse the prior three independent operating facilities. The Company expects to have the consolidated operation fully operational by the end of fiscal 2022. Senior management of the Company will be on-site in CO during this consolidation period to ensure maximum efficiencies and continue operations during this rebuilding period. Immediate impact of the consolidation is elimination of duplicate lines, better coordination of customer orders, reduction in transportation charges, and manpower efficiencies with larger batch sizes and reduced personnel. 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 | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 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 September 30, 2022 Segment reporting As of September 30, 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 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 September 30, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 130,373 $ 130,373 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 September 30, 2022 December 31, 2021 Stock price $ 3.00 N/A Exercise price $ 5.94 N/A Remaining term (in years) 0.71 N/A Volatility 137.00 % N/A Risk-free rate 4.05 % 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 December 31, 2021 $ - Issuance of warrant liabilities 225,015 Change in fair value (29,337 ) Estimated fair value at March 31, 2022 $ 195,678 Issuance of warrant liabilities 61,342 Change in fair value (84,751 ) Estimated fair value at June 30, 2022 $ 172,269 Issuance of warrant liabilities 70,696 Exercise of warrants (8,641 ) Change in fair value (103,951 ) Estimated fair value at September 30, 2022 $ 130,373 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2022 |
Asset Acquisitions
Asset Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
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 nine months ending September 30, 2022, the $1,750,000 of shares held in escrow were released and issued. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 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 $ 120,000 102,502 17,498 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6 – Inventories Inventories consist of: Schedule of Inventories September 30, December 31, 2022 2021 Raw materials $ 478,494 $ 818,042 Finished goods 1,780,520 1,735,396 Total $ 2,259,014 $ 2,553,438 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property and Equipment Property and equipment consist of: Summary of Property, Plant and Equipment September 30, December 31, 2022 2021 Furniture and fixtures $ 21,724 $ 21,724 Office equipment 12,378 12,378 Manufacturing equipment 6,766,208 7,018,522 Medical equipment 776,396 776,396 Leasehold improvements 26,902 26,902 Total 7,603,608 7,855,922 Accumulated depreciation (1,824,739 ) (802,996 ) Net $ 5,778,869 $ 7,052,926 Depreciation expense related to property and equipment was $ 1,061,549 141,961 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8 – Intangible Assets Intangible assets consist of: Schedule of Intangible Assets September 30, December 31, 2022 2021 Technology, IP and patents $ 119,998 $ 418,003 Total 119,998 418,003 Accumulated amortization (9,854 ) (48,988 ) Intangible assets, net $ 110,144 $ 369,015 Amortization expense was $ 23,906 135,339 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 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 Three months ended December 31, 2022 $ 3,000 Fiscal year 2023 12,000 Fiscal year 2024 12,000 Fiscal year 2025 12,000 Fiscal year 2026 12,000 Thereafter 59,144 Intangible assets, net $ 110,144 |
Notes and Loans Payable
Notes and Loans Payable | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 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. The Company has since elected to extend the maturity date to May 31, 2022 for the promise to pay an additional $100,000. 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% 450,000 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 55,200 250,000 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 March 22, 2023 12% 39,062 39,062 6.40 75,400 350,000 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2022 In April 2022, the Company entered into a convertible promissory note (“FM Note”) with Fourth Man, LLC (“FM”). The principal balance of the note is $ 150,000 April 22, 2023 12% 23,437 23,437 6.40 26,700 150,000 In June 2022, the Company entered into a convertible promissory note (“Alumni Note”) with Alumni Capital, LP (“Alumni”). The principal balance of the note is $ 62,500 June 6, 2023 12% 9,766 9,766 6.40 6,100 62,500 In June 2022, the Company entered into a convertible promissory note (“Tysadco Note II”) with Tysadco Partners, LLC. The principal balance of the note is $ 75,000 December 7, 2022 12% 7.50 75% 75,000 In August 2022, the Company entered into a convertible promissory note (“WN”) with Walleye Opportunities Master Fund Ltd. (“WOMF”). The principal balance of the note is $ 385,000 August 30, 2023 12% 71,296 71,296 5.40 8,808 385,000 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2022 In August 2022, the Company entered into a convertible promissory note (“Tysadco Note III”) with Tysadco Partners, LLC (“Tysadco”). The principal balance of the note is $ 110,000 February 12, 2023 12% 110,000 In September 2022, the Company entered into a convertible promissory note (“Tysadco Note IV”) with Tysadco Partners, LLC (“Tysadco”). The principal balance of the note is $ 65,000 March 19, 2023 12% 65,000 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 During the nine-months ended September 30, 2022, the Company entered into various agreements relating to the sales of future receivables for an aggregate purchase amount of approximately $ 450,000 2,917 453 147,000 On February 11, 2022, the Company entered into a $ 175,000 16% 2,000,000 175,000 On August 18, 2022, the Company entered into a $ 250,000 16% 1,000,000 250,000 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 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 1,077 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”). 2,050 Common Stock For the nine months ended September 30, 2022, the Company issued an aggregate of 51,282 In addition, for the nine months ended September 30, 2022, the Company issued an aggregate of 190,505 13,704 709,642 18,227 10,150 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2022 |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 11 – Stock Options A summary of stock options activity for the nine months ended September 30, 2022 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, January 1, 2022 377,654 $ 6.11 3.97 Granted 679,012 2.86 4.78 Exercised - - - Forfeited - - - Expired - - - Outstanding, September 30, 2022 1,056,666 $ 4.02 4.58 Schedule of Non-Vested Option Shares Option Shares Weighted Average Grant-Date Fair Value Non-vested options, January 1, 2022 - $ - Granted 679,012 3.51 Vested (679,012 ) 3.51 Forfeited - - Non-vested options, September 30, 2022 - $ - Stock-based compensation expense related to stock options was $ 2,371,819 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes The Company’s income tax provisions for the nine months ended September 30, 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions For the nine months ended September 30, 2022 and 2021, the Company incurred fees to a service provider that is a relative of a director for professional services in the amount of $ 13,100 9,900 At September 30, 2022, the Company has amounts due to directors of the Company of approximately $ 295,243 Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2022 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
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 nine months ended September 30, 2022 and 2021 was $ 595,104 492,919 At September 30, 2022, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases Three months ended December 31, 2022 $ 204,050 Fiscal year 2023 669,196 Fiscal year 2024 379,954 Total $ 1,253,200 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events 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. On October 14, 2022, the Company entered into two unsecured promissory note agreement with separate lenders for principal amounts of $ 115,000 230,000 18 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 |
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. |
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. |
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. |
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 September 30, 2022 |
Segment reporting | Segment reporting As of September 30, 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 | 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 130,373 $ 130,373 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 September 30, 2022 December 31, 2021 Stock price $ 3.00 N/A Exercise price $ 5.94 N/A Remaining term (in years) 0.71 N/A Volatility 137.00 % N/A Risk-free rate 4.05 % 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 December 31, 2021 $ - Issuance of warrant liabilities 225,015 Change in fair value (29,337 ) Estimated fair value at March 31, 2022 $ 195,678 Issuance of warrant liabilities 61,342 Change in fair value (84,751 ) Estimated fair value at June 30, 2022 $ 172,269 Issuance of warrant liabilities 70,696 Exercise of warrants (8,641 ) Change in fair value (103,951 ) Estimated fair value at September 30, 2022 $ 130,373 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of: Schedule of Inventories September 30, December 31, 2022 2021 Raw materials $ 478,494 $ 818,042 Finished goods 1,780,520 1,735,396 Total $ 2,259,014 $ 2,553,438 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property and equipment consist of: Summary of Property, Plant and Equipment September 30, December 31, 2022 2021 Furniture and fixtures $ 21,724 $ 21,724 Office equipment 12,378 12,378 Manufacturing equipment 6,766,208 7,018,522 Medical equipment 776,396 776,396 Leasehold improvements 26,902 26,902 Total 7,603,608 7,855,922 Accumulated depreciation (1,824,739 ) (802,996 ) Net $ 5,778,869 $ 7,052,926 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of: Schedule of Intangible Assets September 30, December 31, 2022 2021 Technology, IP and patents $ 119,998 $ 418,003 Total 119,998 418,003 Accumulated amortization (9,854 ) (48,988 ) Intangible assets, net $ 110,144 $ 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 Three months ended December 31, 2022 $ 3,000 Fiscal year 2023 12,000 Fiscal year 2024 12,000 Fiscal year 2025 12,000 Fiscal year 2026 12,000 Thereafter 59,144 Intangible assets, net $ 110,144 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Activity | A summary of stock options activity for the nine months ended September 30, 2022 is as follows: Summary of Stock Options Activity Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, January 1, 2022 377,654 $ 6.11 3.97 Granted 679,012 2.86 4.78 Exercised - - - Forfeited - - - Expired - - - Outstanding, September 30, 2022 1,056,666 $ 4.02 4.58 |
Schedule of Non-Vested Option Shares | Schedule of Non-Vested Option Shares Option Shares Weighted Average Grant-Date Fair Value Non-vested options, January 1, 2022 - $ - Granted 679,012 3.51 Vested (679,012 ) 3.51 Forfeited - - Non-vested options, September 30, 2022 - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases | At September 30, 2022, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases Three months ended December 31, 2022 $ 204,050 Fiscal year 2023 669,196 Fiscal year 2024 379,954 Total $ 1,253,200 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash and cash equivalents | $ 34,471 | $ 34,471 | $ 449,001 | ||
Working capital | 2,205,209 | 2,205,209 | |||
Net loss | $ 6,893,976 | $ 3,232,616 | $ 12,024,759 | $ 8,152,487 |
Schedule of Carrying Value and
Schedule of Carrying Value and Fair value (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 130,373 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 130,373 |
Schedule of Fair Value of the W
Schedule of Fair Value of the Warrants Outstanding (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Fair Value Disclosures [Abstract] | |
Stock price | $ 3 |
Exercise price | $ 5.94 |
Remaining term (in years) | 8 months 15 days |
Volatility | 137% |
Risk free rate | 4.05% |
Expected dividend yield |
Schedule of Change in Fair Valu
Schedule of Change in Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||||
Estimated fair value, beginning | $ 172,269 | $ 195,678 | ||||
Issuance of warrant liabilities | 70,696 | 61,342 | 225,015 | 357,049 | ||
Change in fair value | (103,951) | (84,751) | (29,337) | (218,039) | ||
Exercise of warrants | (8,641) | |||||
Estimated fair value, ending | $ 130,373 | $ 172,269 | $ 195,678 | $ 130,373 |
Asset Acquisitions (Details Nar
Asset Acquisitions (Details Narrative) | 9 Months Ended | |||||||
Nov. 07, 2021 USD ($) | Aug. 13, 2021 USD ($) $ / shares | Aug. 12, 2021 USD ($) $ / shares | Mar. 17, 2021 USD ($) Integer | Mar. 16, 2021 USD ($) | Mar. 11, 2021 USD ($) | Feb. 22, 2021 USD ($) | Sep. 30, 2022 USD ($) | |
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 | |||||||
Notes and loans payable | $ 1,250,000 | |||||||
Debt interest rate | 6% | |||||||
Debt monthly payments due | $ 100,000 | |||||||
Payable in shares value | $ 4,066,774 | |||||||
Shares issued, price per share | $ / shares | $ 0.62 | |||||||
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 nine months ending September 30, 2022, the $1,750,000 of shares held in escrow were released and issued. | |||||||
Asset Purchase Agreement [Member] | ||||||||
Purchase price | $ 1,394,324 | |||||||
Payable in shares value | $ 896,065 | |||||||
Shares issued, price per share | $ / shares | $ 0.62 | |||||||
Payments to acquire assetss | $ 498,259 | |||||||
Acquisition Agreement [Member] | Imbibe Health Solutions Asset Acquisition [Member] | ||||||||
Payable in shares value | $ 102,502 | $ 120,000 | $ 17,498 | |||||
Maximum [Member] | Asset Acquisition Agreement [Member] | Botanical Biotech, LLC, [Member] | ||||||||
Purchase price | $ 355,057 | |||||||
Number of trading days | Integer | 10 | |||||||
Maximum [Member] | Lebsock Agreement [Member] | President [Member] | ||||||||
Percentage of annual increase | 3% |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 478,494 | $ 818,042 |
Finished goods | 1,780,520 | 1,735,396 |
Total | $ 2,259,014 | $ 2,553,438 |
Summary of Property, Plant and
Summary of Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 21,724 | $ 21,724 |
Office equipment | 12,378 | 12,378 |
Manufacturing equipment | 6,766,208 | 7,018,522 |
Medical equipment | 776,396 | 776,396 |
Leasehold improvements | 26,902 | 26,902 |
Total | 7,603,608 | 7,855,922 |
Accumulated depreciation | (1,824,739) | (802,996) |
Net | $ 5,778,869 | $ 7,052,926 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,061,549 | $ 141,961 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Technology, IP and patents | $ 119,998 | $ 418,003 |
Total | 119,998 | 418,003 |
Accumulated amortization | (9,854) | (48,988) |
Intangible assets, net | $ 110,144 | $ 369,015 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expenses (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Three months ended December 31, 2022 | $ 3,000 | |
Fiscal year 2023 | 12,000 | |
Fiscal year 2024 | 12,000 | |
Fiscal year 2025 | 12,000 | |
Fiscal year 2026 | 12,000 | |
Thereafter | 59,144 | |
Intangible assets, net | $ 110,144 | $ 369,015 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 23,906 | $ 135,339 |
Notes and Loans Payable (Detail
Notes and Loans Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Aug. 18, 2022 | Apr. 30, 2022 | Apr. 14, 2022 | Feb. 11, 2022 | Nov. 18, 2021 | Aug. 12, 2021 | Sep. 30, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | May 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | ||||||||||||||||||
Amortization of debt discount premium | $ 324,987 | $ 1,168,918 | ||||||||||||||||
Equipment Acquisition Agreement [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Notes and loans payable | $ 1,250,000 | |||||||||||||||||
Interest rate | 6% | |||||||||||||||||
Debt instrument, face amount | $ 1,050,000 | 1,050,000 | ||||||||||||||||
Debt monthly payments due | $ 100,000 | |||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Lender [Member] | Due Within Six Months [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Interest rate | 16% | |||||||||||||||||
Debt instrument, face amount | 175,000 | 175,000 | ||||||||||||||||
Unsecured promissory note | $ 175,000 | |||||||||||||||||
Proceeds received from debt | $ 2,000,000 | |||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Lender [Member] | Due Within Three Months [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Interest rate | 16% | |||||||||||||||||
Debt instrument, face amount | 250,000 | 250,000 | ||||||||||||||||
Unsecured promissory note | $ 250,000 | |||||||||||||||||
Proceeds received from debt | $ 1,000,000 | |||||||||||||||||
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 | |||||||||||||||||
Interest rate | 10% | |||||||||||||||||
Proceeds received from debt | $ 3,000,000 | |||||||||||||||||
Sales and Future Receivables [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Notes and loans payable | 450,000 | 450,000 | ||||||||||||||||
Debt instrument, face amount | $ 147,000 | 147,000 | ||||||||||||||||
Sales and Future Receivables [Member] | Minimum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt monthly payments due | 2,917 | |||||||||||||||||
Sales and Future Receivables [Member] | Maximum [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt monthly payments due | $ 453 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Number of shares issued | 239,436 | 51,282 | 621,569 | |||||||||||||||
ASOP Note I [Member] | Arena Special Opportunities Partners I, LP [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Notes and loans payable | $ 2,675,239 | $ 2,675,239 | ||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||||||||||
Interest rate | 12% | 12% | ||||||||||||||||
Number of shares issued | 3,426,280 | |||||||||||||||||
Warrants to purchase common stock | 3,426,280 | 3,426,280 | ||||||||||||||||
Warrants exercise price | $ 0.45 | $ 0.45 | ||||||||||||||||
Debt outstanding | $ 2,400,997 | |||||||||||||||||
ASOF Note I [Member] | Arena Special Opportunities Fund, LP [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||||||||||
Interest rate | 12% | 12% | ||||||||||||||||
Number of shares issued | 131,325 | |||||||||||||||||
Warrants exercise price | $ 0.45 | $ 0.45 | ||||||||||||||||
Debt outstanding | 87,773 | |||||||||||||||||
Debt instrument, face amount | $ 102,539 | $ 102,539 | ||||||||||||||||
ASOF 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 | ||||||||||||||||
ASOP Note II [Member] | Arena Special Opportunities Partners I, LP [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Number of shares issued | 1,529,670 | |||||||||||||||||
Warrants to purchase common stock | 1,529,670 | |||||||||||||||||
Warrants exercise price | $ 0.45 | |||||||||||||||||
Debt outstanding | 1,073,250 | |||||||||||||||||
Debt instrument, face amount | $ 1,193,135 | |||||||||||||||||
ASOF Note II [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Apr. 30, 2022 | |||||||||||||||||
ASOF Note II [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. | |||||||||||||||||
Repayments of related party debt additional, description | The Company has since elected to extend the maturity date to May 31, 2022 for the promise to pay an additional $100,000. | |||||||||||||||||
ASOF Note II [Member] | Arena Special Opportunities Partners I, LP [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||||||||||
Warrants exercise price | $ 0.45 | |||||||||||||||||
ASOF Note II [Member] | Arena Special Opportunities Fund, LP [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Number of shares issued | 393,417 | |||||||||||||||||
Warrants to purchase common stock | 393,417 | |||||||||||||||||
Debt outstanding | 276,750 | |||||||||||||||||
Debt instrument, face amount | $ 306,865 | |||||||||||||||||
Tysadco Note [Member] | Tysadco Partners [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Jul. 25, 2022 | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Debt instrument, face amount | $ 450,000 | |||||||||||||||||
Tysadco Note [Member] | Tysadco Partners [Member] | Common Stock [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt outstanding | 450,000 | |||||||||||||||||
BL Note [Member] | Blue lake partners LLC [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Mar. 22, 2023 | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Number of shares issued | 39,062 | |||||||||||||||||
Warrants to purchase common stock | 39,062 | |||||||||||||||||
Warrants exercise price | $ 6.40 | |||||||||||||||||
Debt outstanding | 250,000 | |||||||||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||||||||||
Amortization of debt discount premium | 55,200 | |||||||||||||||||
MH Note [Member] | Mast Hill Fund LP [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Mar. 22, 2023 | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Number of shares issued | 39,062 | |||||||||||||||||
Warrants exercise price | $ 6.40 | |||||||||||||||||
Debt outstanding | 350,000 | |||||||||||||||||
Debt instrument, face amount | $ 350,000 | |||||||||||||||||
Amortization of debt discount premium | 75,400 | |||||||||||||||||
MH Note [Member] | Mast Hill Fund LP [Member] | Warrant [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Warrants to purchase common stock | 39,062 | |||||||||||||||||
FM Note [Member] | Fourth Man LLC [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Apr. 22, 2023 | |||||||||||||||||
Interest rate | 12% | 12% | ||||||||||||||||
Number of shares issued | 23,437 | |||||||||||||||||
Warrants to purchase common stock | 23,437 | 23,437 | ||||||||||||||||
Warrants exercise price | $ 6.40 | $ 6.40 | ||||||||||||||||
Debt outstanding | 150,000 | |||||||||||||||||
Debt instrument, face amount | $ 150,000 | $ 150,000 | ||||||||||||||||
Amortization of debt discount premium | 26,700 | |||||||||||||||||
Alumni Note [Member] | Alumni Capital LP [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Jun. 06, 2023 | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Number of shares issued | 9,766 | |||||||||||||||||
Warrants to purchase common stock | 9,766 | |||||||||||||||||
Warrants exercise price | $ 6.40 | |||||||||||||||||
Debt outstanding | 62,500 | |||||||||||||||||
Debt instrument, face amount | $ 62,500 | |||||||||||||||||
Amortization of debt discount premium | 6,100 | |||||||||||||||||
Tysadco Note II [Member] | Tysadco Partners [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Dec. 07, 2022 | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Debt outstanding | 75,000 | |||||||||||||||||
Debt instrument, face amount | $ 75,000 | |||||||||||||||||
Conversion price | $ 7.50 | |||||||||||||||||
Weighted average price, rate | 75% | |||||||||||||||||
WN [Member] | Walleye Opportunities Master Fund Ltd [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Aug. 30, 2023 | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Number of shares issued | 71,296 | |||||||||||||||||
Warrants to purchase common stock | 71,296 | |||||||||||||||||
Warrants exercise price | $ 5.40 | |||||||||||||||||
Debt outstanding | 385,000 | |||||||||||||||||
Debt instrument, face amount | $ 385,000 | |||||||||||||||||
Amortization of debt discount premium | 8,808 | |||||||||||||||||
Tysadco Note III [Member] | Tysadco Partners [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Feb. 12, 2023 | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Debt outstanding | $ 110,000 | |||||||||||||||||
Debt instrument, face amount | $ 110,000 | |||||||||||||||||
Tysadco Note IV [Member] | Tysadco Partners [Member] | ||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Mar. 19, 2023 | |||||||||||||||||
Interest rate | 12% | 12% | ||||||||||||||||
Debt outstanding | $ 65,000 | |||||||||||||||||
Debt instrument, face amount | $ 65,000 | $ 65,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | 3 Months Ended | 9 Months Ended | |||||
Feb. 08, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 27, 2021 | |
Class of Stock [Line Items] | |||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Conversion of stock | 33,345 | ||||||
Stock issued during the period | 239,436 | 51,282 | 621,569 | ||||
Common stock issued for asset acquisitions, shares | 345,467 | 190,505 | 369,137 | ||||
Common stock issued for property and equipment, shares | 13,704 | ||||||
Common shares issued for services rendered, shares | 397,634 | 69,001 | 709,642 | 96,075 | |||
Offering [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during the period | 51,282 | ||||||
Common Stock One [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued for asset acquisitions, shares | 190,505 | ||||||
Common stock issued for property and equipment, shares | 13,704 | ||||||
Common shares issued for services rendered, shares | 709,642 | ||||||
Common shares issued for interest repayments, shares | 10,150 | ||||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common shares issued for exercise of warrants, shares | 18,227 | ||||||
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. | ||||||
Number of convertible shares | 4,444 | 4,444 | |||||
Conversion of stock | 15 | ||||||
Preferred stock shares authorized | 20 | 20 | 20 | ||||
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. | ||||||
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. | ||||||
Preferred stock shares authorized | 500,000 | 500,000 | 500,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Series C Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of convertible shares | 25,000 | 25,000 | |||||
Stock issued during the period | 1,077 | ||||||
Series D Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, voting rights | 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. | |||||
Stock issued during the period | 2,050 | ||||||
Preferred stock shares authorized | 4,000 | ||||||
Preferred stock, par value | $ 0.001 |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Option shares, outstanding beginning | shares | 377,654 |
Weighted average exercise price, outstanding beginning | $ / shares | $ 6.11 |
Weighted average remaining contractual life years, outstanding beginning | 3 years 11 months 19 days |
Option shares, granted | shares | 679,012 |
Weighted average exercise price, granted | $ / shares | $ 2.86 |
Weighted average remaining contractual life years, granted | 4 years 9 months 10 days |
Option shares, exercised | shares | |
Weighted average exercise price, exercised | $ / shares | |
Option shares, forfeited | shares | |
Weighted average exercise price, forfeited | $ / shares | |
Option shares, expired | shares | |
Weighted average exercise price, expired | $ / shares | |
Option shares, outstanding ending | shares | 1,056,666 |
Weighted average exercise price, outstanding ending | $ / shares | $ 4.02 |
Weighted average remaining contractual life years, outstanding ending | 4 years 6 months 29 days |
Schedule of Non-Vested Option S
Schedule of Non-Vested Option Shares (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Non-vested options, beginning | shares | |
Weighted average grant-date fair value, non-vested options, beginning | $ / shares | |
Non-vested options, granted | shares | 679,012 |
Weighted average grant-date fair value, granted | $ / shares | $ 3.51 |
Non-vested options, vested | shares | (679,012) |
Weighted average grant-date fair value, vested | $ / shares | $ 3.51 |
Non-vested options, forfeited | shares | |
Weighted average grant-date fair value, forfeited | $ / shares | |
Non-vested options, ending | shares | |
Weighted average grant-date fair value, non-vested options, ending | $ / shares |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock based compensation | $ 1,800,000 | $ 2,371,819 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Due to director | $ 295,243 | $ 218,273 | |
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Professional fees | $ 13,100 | $ 9,900 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases (Details) | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Three months ended December 31, 2022 | $ 204,050 |
Fiscal year 2023 | 669,196 |
Fiscal year 2024 | 379,954 |
Total | $ 1,253,200 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 595,104 | $ 492,919 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Lender [Member] - USD ($) | Oct. 31, 2022 | Oct. 14, 2022 | Sep. 30, 2022 | Nov. 18, 2021 |
Unsecured Promissory Note Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount, debt | $ 100,000 | |||
Interest rate | 10% | |||
Subsequent Event [Member] | One Unsecured Promissory Note Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount, debt | $ 115,000 | |||
Subsequent Event [Member] | Two Unsecured Promissory Note Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount, debt | $ 230,000 | |||
Subsequent Event [Member] | Unsecured Promissory Note Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Interest rate | 18% |