Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 19, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
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 | 63,659,230 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 34,006 | |
Accounts receivable, less allowance for doubtful accounts of $2,882,228 and $2,818,395, respectively | 3,404,908 | 3,723,344 |
Inventory | 563,370 | 1,619,542 |
Prepaid expenses and other current assets | 10,062 | 4,137 |
Total current assets | 3,978,340 | 5,381,029 |
Other assets: | ||
Deposits | 239,285 | 235,418 |
Intangible assets, net | 95,144 | |
Property and equipment, net | 619,907 | 4,106,283 |
Right of use assets, net | 65,771 | 295,151 |
Other noncurrent assets | 16,626 | 13,139 |
Total other assets | 941,589 | 4,745,135 |
Total assets | 4,919,929 | 10,126,164 |
Current liabilities: | ||
Accounts payable | 2,614,157 | 1,997,643 |
Notes and loans payable, net | 7,982,587 | 8,811,596 |
Warrant liabilities | 1,766 | |
Operating lease liability - current | 65,771 | 254,391 |
Total current liabilities | 11,111,365 | 11,422,639 |
Total liabilities | 11,111,365 | 11,422,639 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity (deficit): | ||
Common stock, no par value; 1,500,000,000 shares authorized, 61,872,981 and 32,753,196 issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 85,152,193 | 83,020,998 |
Common stock issuable, no par value; 36,248 shares at June 30, 2024 and December 31, 2023, respectively | 119,586 | 119,586 |
Treasury stock | (572,678) | (572,678) |
Additional paid-in capital | 11,559,910 | 10,396,274 |
Accumulated deficit | (110,670,490) | (102,480,698) |
Total stockholders’ equity (deficit) | (6,191,436) | (1,296,475) |
Total liabilities and stockholders’ equity (deficit) | 4,919,929 | 10,126,164 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock, value | 5,320,000 | 5,320,000 |
Series C Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock, value | 2,900,039 | 2,900,039 |
Series D Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock, value | 4 | 4 |
Related Party [Member] | ||
Current liabilities: | ||
Due to related party | $ 448,850 | $ 357,243 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Allowance for doubtful accounts | $ 2,882,228 | $ 2,818,395 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 61,872,981 | 32,753,196 |
Common stock, shares outstanding | 61,872,981 | 32,753,196 |
Common stock issuable, no par value | $ 0 | $ 0 |
Common stock, issuable shares | 36,248 | 36,248 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20 | 20 |
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares issued | 5 | 5 |
Preferred stock, shares outstanding | 5 | 5 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, shares issued | 1,100 | 1,100 |
Preferred stock, shares outstanding | 1,100 | 1,100 |
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 | 4,000 |
Preferred stock, shares outstanding | 4,000 | 4,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues | ||||
Total revenues | $ 272,287 | $ 420,593 | $ 641,383 | $ 1,359,898 |
Cost of revenues | 665,471 | 934,425 | 1,858,632 | 1,459,002 |
Gross profit | (393,184) | (513,832) | (1,217,249) | (99,104) |
Selling, general and administrative | 1,173,836 | 1,307,780 | 2,861,894 | 3,157,410 |
Loss on sale of assets | 3,142,769 | |||
Total operating expenses | 1,173,836 | 1,307,780 | 6,004,663 | 3,157,410 |
Loss from operations | (1,567,020) | (1,821,612) | (7,221,912) | (3,256,514) |
Other income (expense): | ||||
Change in fair value of warrant liability | 1,766 | 101,050 | 1,766 | 180,468 |
Interest expense | (463,366) | (416,415) | (969,548) | (750,382) |
Other income (expense) | (3) | 109,964 | (98) | 69,974 |
Other income (expense) | (461,603) | (205,401) | (967,880) | (499,940) |
Loss before provision for income taxes | (2,028,623) | (2,027,013) | (8,189,792) | (3,756,454) |
Provision for income taxes | 9,596 | |||
Net loss | $ (2,028,623) | $ (2,027,013) | $ (8,189,792) | $ (3,766,050) |
Loss per share - basic | $ (0.04) | $ (0.37) | $ (0.18) | $ (0.72) |
Loss per share - dIluted | $ (0.04) | $ (0.37) | $ (0.18) | $ (0.72) |
Weighted average shares outstanding - basic | 54,631,753 | 5,553,317 | 45,984,283 | 5,227,618 |
Weighted average shares outstanding - diluted | 54,631,753 | 5,553,317 | 45,984,283 | 5,227,618 |
Product [Member] | ||||
Revenues | ||||
Total revenues | $ 255,142 | $ 1,063,890 | ||
Service [Member] | ||||
Revenues | ||||
Total revenues | $ 272,287 | $ 165,451 | $ 641,383 | $ 296,008 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - 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, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 79,614,986 | $ 119,586 | $ (572,678) | $ 8,006,822 | $ (92,690,834) | $ 2,697,925 | |
Balance, shares at Dec. 31, 2022 | 5 | 1,100 | 4,000 | 4,422,584 | 36,248 | |||||
Issuance of common stock for services rendered | $ 595,807 | 595,807 | ||||||||
Issuance of common stock for services rendered, shares | 727,850 | |||||||||
Issuance of common stock in lieu of interest payments | $ 42,543 | 42,543 | ||||||||
Issuance of common stock in lieu of interest payments, shares | 425,358 | |||||||||
Net loss | (3,766,050) | (3,766,050) | ||||||||
Issuance of common stock for purchase of equipment | $ 46,875 | 46,875 | ||||||||
Issuance of common stock for purchase of equipment, shares | 125,000 | |||||||||
Warrants issued in connection with the issuance of convertible note | 937,787 | 937,787 | ||||||||
Balance at Jun. 30, 2023 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 80,300,211 | 119,586 | $ (572,678) | 8,944,609 | (96,456,884) | 554,887 | |
Balance, shares at Jun. 30, 2023 | 5 | 1,100 | 4,000 | 5,700,792 | 36,248 | |||||
Balance at Mar. 31, 2023 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 80,172,548 | 119,586 | $ (572,678) | 8,944,609 | (94,429,872) | 2,454,236 | |
Balance, shares at Mar. 31, 2023 | 5 | 1,100 | 4,000 | 5,360,434 | 36,248 | |||||
Issuance of common stock for services rendered | $ 74,250 | 74,250 | ||||||||
Issuance of common stock for services rendered, shares | 150,000 | |||||||||
Issuance of common stock in lieu of interest payments | $ 6,538 | 6,538 | ||||||||
Issuance of common stock in lieu of interest payments, shares | 65,358 | |||||||||
Net loss | (2,027,013) | (2,027,013) | ||||||||
Issuance of common stock for purchase of equipment | $ 46,875 | 46,875 | ||||||||
Issuance of common stock for purchase of equipment, shares | 125,000 | |||||||||
Sale of common stock | ||||||||||
Balance at Jun. 30, 2023 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 80,300,211 | 119,586 | $ (572,678) | 8,944,609 | (96,456,884) | 554,887 | |
Balance, shares at Jun. 30, 2023 | 5 | 1,100 | 4,000 | 5,700,792 | 36,248 | |||||
Balance at Dec. 31, 2023 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 83,020,998 | 119,586 | $ (572,678) | 10,396,274 | (102,480,698) | (1,296,475) | |
Balance, shares at Dec. 31, 2023 | 5 | 1,100 | 4,000 | 32,753,196 | 36,248 | |||||
Issuance of common stock for services rendered | $ 487,428 | 487,428 | ||||||||
Issuance of common stock for services rendered, shares | 5,749,398 | |||||||||
Issuance of common stock for contract settlement | $ 579,000 | 579,000 | ||||||||
Issuance of common stock for contract settlement, shares | 4,825,000 | |||||||||
Issuance of common stock in lieu of interest payments | $ 97,003 | 97,003 | ||||||||
Issuance of common stock in lieu of interest payments, shares | 3,678,392 | |||||||||
Issuance of common stock with note extension | $ 3,000 | 3,000 | ||||||||
Issuance of common stock with note extension, shares | 3,000,000 | |||||||||
Net loss | (8,189,792) | (8,189,792) | ||||||||
Issuance of common stock for note repayments | $ 964,764 | 964,764 | ||||||||
Issuance of common stock for note repayments, shares | 11,866,995 | |||||||||
Stock based compensation | 1,163,636 | 1,163,636 | ||||||||
Balance at Jun. 30, 2024 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 85,152,193 | 119,586 | $ (572,678) | 11,559,910 | (110,670,490) | (6,191,436) | |
Balance, shares at Jun. 30, 2024 | 5 | 1,100 | 4,000 | 61,872,981 | 36,248 | |||||
Balance at Mar. 31, 2024 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 84,000,265 | 119,586 | $ (572,678) | 11,559,910 | (108,641,867) | (5,314,741) | |
Balance, shares at Mar. 31, 2024 | 5 | 1,100 | 4,000 | 44,798,583 | 36,248 | |||||
Issuance of common stock for services rendered | $ 487,428 | 487,428 | ||||||||
Issuance of common stock for services rendered, shares | 5,749,398 | |||||||||
Issuance of common stock for contract settlement | $ 579,000 | 579,000 | ||||||||
Issuance of common stock for contract settlement, shares | 4,825,000 | |||||||||
Issuance of common stock in lieu of interest payments | $ 82,500 | 82,500 | ||||||||
Issuance of common stock in lieu of interest payments, shares | 3,500,000 | |||||||||
Issuance of common stock with note extension | $ 3,000 | 3,000 | ||||||||
Issuance of common stock with note extension, shares | 3,000,000 | |||||||||
Net loss | (2,028,623) | (2,028,623) | ||||||||
Balance at Jun. 30, 2024 | $ 5,320,000 | $ 2,900,039 | $ 4 | $ 85,152,193 | $ 119,586 | $ (572,678) | $ 11,559,910 | $ (110,670,490) | $ (6,191,436) | |
Balance, shares at Jun. 30, 2024 | 5 | 1,100 | 4,000 | 61,872,981 | 36,248 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities: | ||
Net loss | $ (8,189,792) | $ (3,766,050) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock-based compensation | 1,163,636 | |
Depreciation | 343,607 | 692,691 |
Amortization of intangible assets | 6,000 | |
Amortization of original-issue-discounts | 343,428 | 378,547 |
Contract settlement | 579,000 | |
Impairment of intangible assets | 95,144 | |
Loss on sale of property and equipment | 3,142,769 | |
Bad debt expense | 63,433 | 61,124 |
Cancellation of debt | (110,000) | |
Change in fair value of warrant liability | (1,766) | (180,468) |
Stock-based interest expense | 97,003 | 42,543 |
Stock-based consulting expense | 595,807 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 255,003 | (194,061) |
Inventory | 1,056,172 | 470,251 |
Prepaid expenses | (5,925) | (8,114) |
Operating lease right-of-use asset | 40,760 | 142 |
Other non-current assets | (3,487) | |
Accounts payable | 1,106,943 | 538,492 |
Accrued expenses | 223,789 | |
Net cash provided by (used in) operating activities | 85,928 | (1,249,307) |
Investing activities: | ||
Purchase of property and equipment | (15,000) | |
Deposits paid | (3,867) | (70,000) |
Net cash used in investing activities | (3,867) | (85,000) |
Financing activities: | ||
Net proceeds received from notes and loans payable | 150,000 | 2,140,000 |
Repayments of notes and loans payable | (357,674) | (621,443) |
Deferred financing costs | (178,000) | |
Amounts received from/repaid to related parties, net | 91,607 | 44,000 |
Net cash (used in) provided by financing activities | (116,067) | 1,384,557 |
(Decrease)/Increase in cash and cash equivalents | (34,006) | 50,251 |
Cash and cash equivalents, beginning of period | 34,006 | 73,194 |
Cash and cash equivalents, end of period | 123,445 | |
Supplemental Cash Flow Information: | ||
Income taxes paid | ||
Interest paid | ||
Non-cash Investing and Financing Activities: | ||
Issuance of common stock in lieu of repayment of notes payable | 964,764 | |
Issuance of common stock for contract settlement | 579,000 | |
Issuance of note payable in connection with note extension | 250,000 | |
Issuance of common stock for property and equipment | 46,875 | |
Issuance of common stock for payables | 487,428 | |
Debt discount associated with convertible note | 273,529 | |
Issuance of common stock warrants in connection with convertible promissory note | $ 937,787 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
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 its 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 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”) are available online. Additional hemp derived isolate is available for wholesale to third-parties looking to incorporate such compounds into their products through the Company’s wholly owned subsidiary CO Botanicals LLC (incorporated in August 2021). In February of 2024, Can B̅ Corp’s 67 Prior to June 2024 , the Company was 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 included oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates. Can B̅ developed its own line of proprietary products and sought synergistic value through acquisitions in the hemp industry. In June 2024, Can B̅ shifted its business focus to commercializing and enforcing the patents recently acquired by Nascent Pharma, LLC (“Nascent”), continuing to collect Duramed receivables and reestablishing the Company’s production of the Longevity Brand Superfood drink mix for Brooke Burke Body, Inc. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern The condensed 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 June 30, 2024, the Company had cash and cash equivalents of $ 0 7,133,025 8,189,792 110,670,490 The Company is currently funding its operations on a month-to-month basis through third party loans. In March 2024, certain equipment used in the operation of the Company’s hemp division was sold in an auction conducted under Article 9 of the Uniform Commercial Code. The auction resulted in proceeds of approximately $ 300,000 Historically, revenues from the Company’s hemp division supported, in part, its durable medical equipment business conducted through Duramed. Due to the elimination of support from the hemp division, Duramed is operating with reduced staff which has adversely impacted revenues. The Company’s ability to continue its operations is dependent on the execution of management’s plans, which include protecting and commercializing the cannabis patents recently acquired by Nascent, raising litigation funding to support Nascent’s patent protection efforts, continuing to collect Duramed receivables, reestablishing the Company’s production of the Longevity Brand Superfood drink mix for Brooke Burke Body, Inc., restructuring outstanding indebtedness and raising of capital through the debt and/or equity markets. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the Company is not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in its financial statements. There can be no assurances that the Company will be successful in generating additional cash from equity or debt financings or other sources to be used for operations. Should the Company not be successful in obtaining the necessary financing to fund its operations, it would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary. Can B̅ Corp. and Subsidiaries Condensed Notes to Unaudited Consolidated Financial Statements June 30, 2024 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 condensed 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, 2023 was derived from the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2023 Form 10-K. Principles of Consolidation The unaudited condensed 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. Use of 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, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2023 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 2023 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements June 30, 2024 Segment reporting As of June 30, 2024, 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. Correction of Immaterial Errors Subsequent to June 30, 2024, the Company identified an error related to the total principal outstanding on its notes payable. The error identified resulted in an increase of $ 242,107 In accordance with the SEC Staff Accounting Bulletin (SAB) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the materiality of the error from qualitative and quantitative perspectives and concluded that the error was immaterial to the June 30, 2024 and December 31, 2023, financial statements. Consequently, only the December 31, 2023, consolidated balance sheet and the December 31, 2023, balance in the statement of stockholders’ equity contained in these financial statements have been restated. 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. December 2023 revenues and accounts payable were misstated and a correction of $ 52,400 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
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 Level 1 Level 2 Level 3 Total June 30, 2024 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ — $ — Level 1 Level 2 Level 3 Total As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 1,766 $ 1,766 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 Assumptions As of June 30, 2024 December 31, 2023 Stock price $ 0.015 $ 0.07 Exercise price $ 6.40 $ 6.40 Remaining term (in years) 3.0 3.50 Volatility 188.4 % 171.8 % Risk-free rate 4.33 % 3.84 % Expected dividend yield — % — % Warrant measurement input — % — % 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, 2022 $ 203,043 Issuance of warrant liabilities - Change in fair value (180,468 ) Estimated fair value at June 30, 2023 $ 123,625 Estimated fair value at December 31, 2023 $ 1,766 Estimated fair value at beginning balance $ 1,766 Change in fair value (1,766 ) Estimated fair value at June 30, 2024 $ - Estimated fair value at ending balance $ - Can B̅ Corp. and Subsidiaries Condensed Notes to Unaudited Consolidated Financial Statements June 30, 2024 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5 – Inventories Inventories consist of: Schedule of Inventories June 30, December 31, 2024 2023 Raw materials $ 191,025 $ 1,196,112 Finished goods 372,345 423,430 Total $ 563,370 $ 1,619,542 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 – Property and Equipment Property and equipment consist of: Schedule of Property and Equipment June 30, December 31, 2024 2023 Furniture and fixtures $ 2,706 $ 21,724 Office equipment - 12,378 Manufacturing equipment 468,264 6,828,083 Medical equipment 776,396 776,396 Leasehold improvements 26,902 26,902 Total 1,274,268 7,665,483 Accumulated depreciation (654,361 ) (3,559,200 ) Net $ 619,907 $ 4,106,283 Depreciation expense related to property and equipment was $ 343,607 692,691 In connection with the sale of certain assets related to the Arena Notes, the Company recorded a loss on sale of property and equipment of $ 3,142,769 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7 – Intangible Assets Intangible assets consist of: Schedule of Intangible Assets June 30, December 31, 2024 2023 Technology, IP and patents $ - $ 119,998 Total - 119,998 Accumulated amortization - (24,854 ) Intangible assets, net $ - $ 95,144 Amortization expense was $ 6,000 for the six months ended June 30, 2023. During the six months ended June 30, 2024, the Company recorded impairment expense of $ 95,144 related to its intangible assets which is included in selling, general and administrative in the condensed consolidated statements of operations. Can B̅ Corp. and Subsidiaries Condensed Notes to Unaudited Consolidated Financial Statements June 30, 2024 |
Notes and Loans Payable
Notes and Loans Payable | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Notes and Loans Payable | 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 original principal amount of the note was $ 2,675,239 January 31, 2022 12 228,419 228,419 6.75 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 8,755 8,755 6.75 92,285 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 12 101,978 101,978 6.75 1,073,250 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 26,228 26,228 6.75 257,750 The maturity dates for the above notes were extended to April 30, 2022 on April 14, 2022 in exchange for the Company’s promise to pay the holders $ 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 subsequently elected to extend the maturity date to May 31, 2022 for the promise to pay an additional $100,000. Can B̅ Corp. and Subsidiaries Condensed Notes to Unaudited Consolidated Financial Statements June 30, 2024 On January 1, 2022, the Company entered into a convertible promissory note (“Empire Note”) with Empire Properties, LLC (“Empire”). The principal balance of the note is $ 52,319 December 31, 2022 5,000,000 8 52,319 250,000 March 22, 2023 12 39,062 39,062 6.40 66,667 50 33 183,333 In March 2022, the Company entered into a convertible promissory note (“MH Note”) with Mast Hill Fund, LP (“MH”). The original principal amount of the note was $ 350,000 March 22, 2023 12 39,062 39,062 6.40 93,333 50 33 256,667 In April 2022, the Company entered into a convertible promissory note (“FM Note”) with Fourth Man, LLC (“FM”). The original principal amount of the note was $ 150,000 April 22, 2023 12 23,437 23,437 6.40 40,000 50 33 th 110,000 Can B̅ Corp. and Subsidiaries Condensed Notes to Unaudited Consolidated Financial Statements June 30, 2024 In June 2022, the Company entered into a convertible promissory note (“Alumni Note”) with Alumni Capital, LP (“Alumni”). The original principal amount of the note was $ 62,500 June 6, 2023 12 9,766 9,766 6.40 56,250 In August 2022, the Company entered into a convertible promissory note (“WN”) with Walleye Opportunities Master Fund Ltd. (“WOMF”). The original principal amount of the note was $ 385,000 August 30, 2023 12 71,296 71,296 5.40 350,000 In January 2023 the Company entered into a convertible promissory note (“Tysadco Note VI”) with Tysadco Partners, LLC (“Tysadco”). The original principal amount of the note was $ 100,000 April 12, 2023 12 752,000 130,000 1,007,500 On March 2, 2023, the Company completed the sale of a promissory note (the “Note”) in the principal amount of $ 1,823,529 1,550,000 15 18 The Note is payable in nine (9) monthly installments of $ 232,500 227,941 4,559 10 1,823,529 Can B̅ Corp. and Subsidiaries Condensed Notes to Unaudited Consolidated Financial Statements June 30, 2024 The Note requires the Company to use reasonable commercial efforts to complete an offering which will result in an uplisting of its common stock to a national securities exchange within a reasonable time following the issuance of the Note. The Note contains certain negative covenants, including a prohibition on the incurrence of debt that is senior or pari passu The Company may elect to pay all or a portion of a monthly installment due under the Note by converting such amount into shares of the Company’s common stock at a price of $ 4.00 .0772 4.00 90 4.00 If the Company receives cash proceeds from any source, including payments from customers or from the issuance of equity or debt, WOMF can require the Company to apply 100% of such proceeds to the repayment of the Note. If the Company completes a placement of securities, WOMF will have the right to accept such new securities in lieu of the Note and Warrant. For so long as the Note is outstanding, if the Company issues a security or amends the terms of a security issued before the issue date of the Note, and WOMF believes that terms of the new or amended security are more favorable to the holder than the terms provided to WOMF, WOMF may require that such terms become part of WOMF’s transaction documents with the Company. In the event of a default under the Note, the Company shall be required to pay WOMF an amount equal to the amount determined by multiplying the principal amount then outstanding plus default interest by 135 60 WOMF has been granted a right of first refusal to participate in future financing transactions conducted by the Company. As additional consideration for the purchase of the Note, the Company issued WOMF a warrant (the “Warrant”) to purchase 1,307,190 90 5.40 5.40 The Company has entered into a Registration Rights Agreement with WOMF pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission to register the shares of common stock issuable upon the conversion of the Note and the exercise of the Warrant for public resale. The Company filed the registration statement on May 12, 2023 and it was declared effective on May 22, 2023. WOMF has also been granted piggyback registration rights with respect to the shares of common stock issuable upon the conversion of the Note and the exercise of the Warrant. Each of the Note and Warrant grants full ratchet anti-dilution protection to WOMF in the event that the Company issues common stock or rights to purchase common stock at a price less than the conversion or exercise price then in effect. In May 2023, the Company issued a promissory note to WOMF in the principal amount of $ 437,500 350,000 20 40 18 256,893 Can B̅ Corp. and Subsidiaries Condensed Notes to Unaudited Consolidated Financial Statements June 30, 2024 Forbearance and Amendment of Outstanding Notes Contemporaneous with the sale of the Note and Warrant to WOMF, ASOP and ASOF (collectively, “Arena”), who hold promissory notes with an unpaid principal balance of approximately $ 3,877,000 The Forbearance Agreement requires the Company and/or Company’s subsidiaries, Duramed, Inc. and Duramed MI, LLC (together the “Duramed Subsidiaries ”) 5,700,000 5,700,000 If Arena fully exercises warrants to purchase shares of the Company’s common stock that were previously issued to it, and the aggregate market value of the shares acquired is less than $ 1,500,000 In December 2023 Arena notified the Company that it intended to conduct an auction of certain of the Company’s assets under Article 9 of the Uniform Commercial Code due to the alleged breaches of the Forbearance Agreement. The auction took place on March 14, 2024. As a condition to the closing of the sale of the Note and Warrant to the WOMF, certain terms of certain promissory notes previously issued by the Company were amended, including the following: ● in consideration of an increase in the aggregate principal amount by $ 10,000 18 150,000 50,000 1,500,000 ● in consideration of the Company’s agreement to provide a product credit for future orders of $ 50,000 150,000 ● the maturity date of a promissory note in the principal amount of $ 1,250,000 ● in consideration of the repayment of a total of $ 232,500 435,000 18 15 Can B̅ Corp. and Subsidiaries Condensed Notes to Unaudited Consolidated Financial Statements June 30, 2024 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 WOMF October 2023 Note On October 27, 2023, the Company completed the sale of a promissory note (the “Initial Note”) in the principal amount of $ 156,250 125,000 20 18 156,250 WOMF may elect to convert the principal amount of the Initial Note and default interest, if any, subject to adjustment at a price equal to 90 WOMF and/or investors introduced by WOMF may purchase up to an additional $ 1,693,750 In addition to the principal and interest payment obligations under the Notes, the Company has agreed to pay and/or cause its newly formed 70% owned subsidiary, Nascent, to pay WOMF fifteen percent (15%) of all amounts that would otherwise be distributable to the Company by Nascent until WOMF receives distributions in the aggregate amount that equal the sum of (a) 200% of the purchase price of notes previously issued by the Company to WOMF plus (b) 200% of the principal amount of certain notes previously issued by the Company and acquired by WOMF from a third party plus (c) 100% of the purchase price of Notes purchased pursuant to the Stock Purchase Agreement; provided, however, if WOMF and/or other investors purchase $ 1,875,000 In the event of a default under a Note, the Company shall be required to pay the holder of the Note an amount equal to the amount determined by multiplying the principal amount of the Note then outstanding plus default interest by 135 60 WOMF has been granted a right of first refusal to participate in future financing transactions conducted by the Company. The Company has entered into a Registration Rights Agreement with WOMF pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission by December 11, 2023 to register for public resale the shares of common stock issuable upon the conversion of the Note and a consolidated note issued to WOMF in the principal amount of $ 1,354,210 the Company will be required to make a payment of 2% of the amount then owed under the Note and the Consolidated Note for each 30 day period after the applicable deadline that the Company does not file the registration statement or the registration statement is not declared effective. The Initial Note contains and the New Notes will contain a provision which provides that the holder will not be converted if the conversion would result in the holder becoming the beneficial owner of more than 9.99 ClearThink Notes The Company issued a convertible note in the principal amount of $ 15,000 10,000 75,000 50,000 12 .0772 On February 29, 2024, the Company completed the sale of a promissory note in the principal amount of $ 75,000 50,000 33.33 12 0.0772 On February 13, 2024, the Company completed the sale of a promissory note in the principal amount of $ 75,000 50,000 33.33 12 0.0743 In May 2024., the Company entered in a Note Extension Agreement with ClearThink which extended the maturity date of all notes with ClearThink to July 3, 2024. In connection, with the Note Extension Agreement, the Company issued a $ 250,000 2,000,000 Can B̅ Corp. and Subsidiaries Condensed Notes to Unaudited Consolidated Financial Statements June 30, 2024 Other Loans During the year ended December 31, 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 80,000 On February 11, 2022, the Company entered into a $ 175,000 16 2,000,000 175,000 On October 14, 2022, the Company entered into a $ 115,000 18 65,000 On November 17, 2022, the Company entered into a $ 200,000 18 125,000 Warrants In connection with certain of the notes discussed above, the Company issued warrants to various lenders to purchase a total of 198,248 Related Party Note The Company has entered into a promissory note with Pat Ferro, a co-founder of the Company. As of June 30, 2024, the total amount outstanding was $ 448,850 Can B̅ Corp. and Subsidiaries Condensed Notes to Unaudited Consolidated Financial Statements June 30, 2024 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 9 – 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 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 1,667 1,077 Each share of Series D Preferred Stock has 667 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. The Company can redeem Series D Preferred Stock at any time for par value. 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 Can B̅ Corp. and Subsidiaries Condensed Notes to Unaudited Consolidated Financial Statements June 30, 2024 |
Stock Options
Stock Options | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options | Note 10 – Stock Options The fair value of each option award is estimated on the date of grant using a Black Scholes option valuation model that uses the assumptions noted in the following table. Because Black Scholes 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 Stock Options Valuation Assumptions June 30, 2024 June 30, 2023 Per share fair value at grant date $ 0.036 0.05 $ - Risk free interest rate 4.12 4.30 % - Expected volatility 224 % - % Dividend yield 0 % - % Expected life in years 5 - A summary of stock options activity for the six months ended June 30, 2024 is as follows: Schedule of Stock Options Activity Option Shares Weighted Average Weighted Average Outstanding, January 1, 2024 12,223,331 $ 3.08 3.89 Granted 27,019,284 0.04 5.00 Exercised - - - Forfeited - - - Expired - - - Outstanding, June 30, 2024 39,242,615 $ 0.99 3.42 Stock-based compensation expense related to stock options during the six months ended June 30, 2024 was $ 1,163,636 No |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 – Income Taxes The Company’s income tax provisions for the three and six months ended June 30, 2024 and 2023 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Lease Agreements The Company leases office space in numerous medical facilities offices under month-to-month agreements. At June 30, 2024, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future Maturities of Lease Liabilities Six months ended December 31, 2024 $ 66,750 Fiscal year 2025 - Total future minimum lease payments $ 66,750 Settlement In June 2024, the Company entered into a Settlement Agreement with a counterparty related to a dispute in connection with a contract to purchase industrial hemp biomass. In connection with the settlement, the Company issued 4,825,000 579,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – 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. There were no subsequent events that required adjustment or disclosure in the condensed consolidated financial statements, except as follows: In July 2024, the Company settled a lawsuit brought against the Company in Florida pursuant to a Settlement Agreement which requires the Company to pay $ 50,000 5,000,000 In July 2024, ClearThink Capital Partners, LLC (“ClearThink”) provided $ 50,000 of funding to Nascent pursuant to a Revenue Sharing Agreement which requires Nascent to pay to ClearThink 5 % of its Net Revenues (as defined in the agreement) from the enforcement or licensing of its patents until ClearThink has received $ 250,000 of payments under the agreement. Upon Nascent’s receipt of an aggregate of $ 1,000,000 or more of funding from other Revenue Share Agreements, Nascent is required to repay to ClearThink the $ 50,000 of Funding provided by ClearThink and such $ 50,000 payment shall be credited against the maximum $ 250,000 of payments that ClearThink is entitled to under the agreement. In July 2024, Nascent entered into a Consulting Agreement pursuant to which it retained a consultant to provide advice and consultation with respect to the licensing of Nascent’s patents. For each licensing agreement entered into with a party introduced by the consultant, Nascent must pay to the consultant an amount between 1 3 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying unaudited condensed 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, 2023 was derived from the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the 2023 Form 10-K. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed 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. |
Use of Estimates | Use of 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, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2023 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 2023 Form 10-K. Can B̅ Corp. and Subsidiaries Notes to Consolidated Financial Statements June 30, 2024 |
Segment reporting | Segment reporting As of June 30, 2024, 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. |
Correction of Immaterial Errors | Correction of Immaterial Errors Subsequent to June 30, 2024, the Company identified an error related to the total principal outstanding on its notes payable. The error identified resulted in an increase of $ 242,107 In accordance with the SEC Staff Accounting Bulletin (SAB) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the materiality of the error from qualitative and quantitative perspectives and concluded that the error was immaterial to the June 30, 2024 and December 31, 2023, financial statements. Consequently, only the December 31, 2023, consolidated balance sheet and the December 31, 2023, balance in the statement of stockholders’ equity contained in these financial statements have been restated. |
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. December 2023 revenues and accounts payable were misstated and a correction of $ 52,400 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Level 1 Level 2 Level 3 Total June 30, 2024 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ — $ — Level 1 Level 2 Level 3 Total As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Warrant liabilities $ — $ — $ 1,766 $ 1,766 |
Schedule of Fair Value Assumptions | 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 Assumptions As of June 30, 2024 December 31, 2023 Stock price $ 0.015 $ 0.07 Exercise price $ 6.40 $ 6.40 Remaining term (in years) 3.0 3.50 Volatility 188.4 % 171.8 % Risk-free rate 4.33 % 3.84 % Expected dividend yield — % — % Warrant measurement input — % — % |
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, 2022 $ 203,043 Issuance of warrant liabilities - Change in fair value (180,468 ) Estimated fair value at June 30, 2023 $ 123,625 Estimated fair value at December 31, 2023 $ 1,766 Estimated fair value at beginning balance $ 1,766 Change in fair value (1,766 ) Estimated fair value at June 30, 2024 $ - Estimated fair value at ending balance $ - |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of: Schedule of Inventories June 30, December 31, 2024 2023 Raw materials $ 191,025 $ 1,196,112 Finished goods 372,345 423,430 Total $ 563,370 $ 1,619,542 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of: Schedule of Property and Equipment June 30, December 31, 2024 2023 Furniture and fixtures $ 2,706 $ 21,724 Office equipment - 12,378 Manufacturing equipment 468,264 6,828,083 Medical equipment 776,396 776,396 Leasehold improvements 26,902 26,902 Total 1,274,268 7,665,483 Accumulated depreciation (654,361 ) (3,559,200 ) Net $ 619,907 $ 4,106,283 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of: Schedule of Intangible Assets June 30, December 31, 2024 2023 Technology, IP and patents $ - $ 119,998 Total - 119,998 Accumulated amortization - (24,854 ) Intangible assets, net $ - $ 95,144 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Valuation Assumptions | Schedule of Stock Options Valuation Assumptions June 30, 2024 June 30, 2023 Per share fair value at grant date $ 0.036 0.05 $ - Risk free interest rate 4.12 4.30 % - Expected volatility 224 % - % Dividend yield 0 % - % Expected life in years 5 - |
Schedule of Stock Options Activity | A summary of stock options activity for the six months ended June 30, 2024 is as follows: Schedule of Stock Options Activity Option Shares Weighted Average Weighted Average Outstanding, January 1, 2024 12,223,331 $ 3.08 3.89 Granted 27,019,284 0.04 5.00 Exercised - - - Forfeited - - - Expired - - - Outstanding, June 30, 2024 39,242,615 $ 0.99 3.42 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Maturities of Lease Liabilities | At June 30, 2024, the future minimum lease payments under non-cancellable operating leases were: Schedule of Future Maturities of Lease Liabilities Six months ended December 31, 2024 $ 66,750 Fiscal year 2025 - Total future minimum lease payments $ 66,750 |
Organization and Description _2
Organization and Description of Business (Details Narrative) | Feb. 29, 2024 |
Nascent Pharma, LLC [Member] | |
Ownership percentage | 67% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash and cash equivalents | $ 34,006 | |||||
Working capital | 7,133,025 | 7,133,025 | ||||
Net loss | 2,028,623 | $ 2,027,013 | 8,189,792 | $ 3,766,050 | ||
Accumulated deficit | $ 110,670,490 | $ 110,670,490 | $ 102,480,698 | |||
Arena Special Opportunities Partners I, LP [Member] | ||||||
Proceeds from sale of equipment | $ 300,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | Dec. 31, 2023 USD ($) |
Accounting Policies [Abstract] | |
Notes payable | $ 242,107 |
Revenue transaction cost | $ 52,400 |
Schedule of Carrying Value and
Schedule of Carrying Value and Fair Value (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liabilities | $ 1,766 | $ 123,625 | $ 203,043 | |
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 | $ 1,766 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions (Details) - Warrant [Member] | Jun. 30, 2024 Segment | Dec. 31, 2023 Segment |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant measurement input | 0.015 | 0.07 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant measurement input | 6.40 | 6.40 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Remaining term (in years) | 3 years | 3 years 6 months |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant measurement input | 188.4 | 171.8 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant measurement input | 4.33 | 3.84 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant measurement input |
Schedule of Change in Fair Valu
Schedule of Change in Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||||
Estimated fair value at beginning balance | $ 1,766 | $ 203,043 | ||
Issuance of warrant liabilities | ||||
Change in fair value | $ (1,766) | $ (101,050) | (1,766) | (180,468) |
Estimated fair value at ending balance | $ 123,625 | $ 123,625 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 191,025 | $ 1,196,112 |
Finished goods | 372,345 | 423,430 |
Total | $ 563,370 | $ 1,619,542 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 2,706 | $ 21,724 |
Office equipment | 12,378 | |
Manufacturing equipment | 468,264 | 6,828,083 |
Medical equipment | 776,396 | 776,396 |
Leasehold improvements | 26,902 | 26,902 |
Total | 1,274,268 | 7,665,483 |
Accumulated depreciation | (654,361) | (3,559,200) |
Net | $ 619,907 | $ 4,106,283 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 343,607 | $ 692,691 |
Loss on sale of property and equipment | $ 3,142,769 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Technology, IP and patents | $ 119,998 | |
Total | 119,998 | |
Accumulated amortization | (24,854) | |
Intangible assets, net | $ 95,144 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 6,000 | |
Impairment of Intangible Assets, Finite-Lived | $ 95,144 |
Notes and Loans Payable (Detail
Notes and Loans Payable (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Feb. 29, 2024 | Feb. 13, 2024 | Oct. 27, 2023 | Sep. 30, 2023 | Mar. 02, 2023 | Feb. 27, 2023 | Apr. 14, 2022 | Feb. 11, 2022 | Jan. 01, 2022 | Aug. 12, 2021 | May 31, 2024 | May 31, 2023 | Jan. 31, 2023 | Aug. 31, 2022 | Jun. 30, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | May 31, 2021 | Dec. 31, 2020 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 17, 2022 | Oct. 14, 2022 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Number of warrant issued | 198,248 | ||||||||||||||||||||||||
Exercise price | |||||||||||||||||||||||||
Debt outstanding | $ 1,354,210 | $ 80,000 | |||||||||||||||||||||||
Purchase amount of future receivables | $ 450,000 | ||||||||||||||||||||||||
Repayments of debt | 357,674 | $ 621,443 | |||||||||||||||||||||||
Percentage of outstanding common stock | 9.99% | ||||||||||||||||||||||||
Pat Ferro [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding | 448,850 | ||||||||||||||||||||||||
Forbearance Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding | $ 3,877,000 | ||||||||||||||||||||||||
Equipment Acquisition Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Total notes and loans payable | $ 1,250,000 | ||||||||||||||||||||||||
Interest rate | 6% | ||||||||||||||||||||||||
Debt outstanding | 1,050,000 | ||||||||||||||||||||||||
Debt instrument periodic payment | $ 100,000 | ||||||||||||||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding | $ 1,875,000 | ||||||||||||||||||||||||
Debt instrument description | In addition to the principal and interest payment obligations under the Notes, the Company has agreed to pay and/or cause its newly formed 70% owned subsidiary, Nascent, to pay WOMF fifteen percent (15%) of all amounts that would otherwise be distributable to the Company by Nascent until WOMF receives distributions in the aggregate amount that equal the sum of (a) 200% of the purchase price of notes previously issued by the Company to WOMF plus (b) 200% of the principal amount of certain notes previously issued by the Company and acquired by WOMF from a third party plus (c) 100% of the purchase price of Notes purchased pursuant to the Stock Purchase Agreement; provided, however, if WOMF and/or other investors purchase $1,875,000 aggregate principal amount of Notes pursuant to the Stock Purchase Agreement, the obligation to pay 100% of the purchase price of the Notes shall be increased to 200% of the purchase price of such Notes. | ||||||||||||||||||||||||
Note Extension Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Stock issued during period shares new issues | 2,000,000 | ||||||||||||||||||||||||
Stock issued during period value new issues | $ 250,000 | ||||||||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Lender [Member] | Due within Six Months [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate | 16% | ||||||||||||||||||||||||
Proceeds received from debt | $ 2,000,000 | ||||||||||||||||||||||||
Unsecured promissory note | $ 175,000 | ||||||||||||||||||||||||
Debt instrument, face amount | 175,000 | ||||||||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Lender [Member] | Due on October 31, 2022 [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate | 18% | ||||||||||||||||||||||||
Unsecured promissory note | $ 115,000 | ||||||||||||||||||||||||
Debt instrument, face amount | 65,000 | ||||||||||||||||||||||||
Unsecured Promissory Note Agreement [Member] | Lender [Member] | Due on December 17, 2022 [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate | 18% | ||||||||||||||||||||||||
Unsecured promissory note | $ 200,000 | ||||||||||||||||||||||||
Debt instrument, face amount | $ 125,000 | ||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Exercise price | $ 0.05 | ||||||||||||||||||||||||
Debt instrument periodic payment | 2,917 | ||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Exercise price | $ 0.036 | ||||||||||||||||||||||||
Debt instrument periodic payment | $ 453 | ||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate | 135% | ||||||||||||||||||||||||
Debt instrument convertible percentage | 60% | ||||||||||||||||||||||||
Stock repurchased during period shares | 1,307,190 | ||||||||||||||||||||||||
Percentage of volume weighted average price | 90% | ||||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding | $ 156,250 | $ 156,250 | |||||||||||||||||||||||
Debt instrument interest rate percentage | 20% | ||||||||||||||||||||||||
Debt instrument repurchase amount | $ 125,000 | ||||||||||||||||||||||||
Investor [Member] | Maximum [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Exercise price | $ 5.40 | ||||||||||||||||||||||||
Investor [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate percentage | 18% | ||||||||||||||||||||||||
Investor [Member] | Minimum [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Exercise price | $ 5.40 | ||||||||||||||||||||||||
Empire Properties, LLC [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2022 | ||||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||
Debt instrument principal reduction payment | $ 52,319 | ||||||||||||||||||||||||
Debt outstanding | $ 52,319 | ||||||||||||||||||||||||
Proceeds received from debt | $ 5,000,000 | ||||||||||||||||||||||||
WOMF [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding | $ 1,250,000 | ||||||||||||||||||||||||
WOMF [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Number of warrant issued | 1,823,529 | ||||||||||||||||||||||||
Debt instrument principal reduction payment | $ 227,941 | ||||||||||||||||||||||||
Debt outstanding | 1,823,529 | ||||||||||||||||||||||||
Debt instrument purchase amount | $ 1,550,000 | ||||||||||||||||||||||||
Original debt, interest rate | 15% | ||||||||||||||||||||||||
Debt instrument periodic payment | $ 232,500 | ||||||||||||||||||||||||
Redemption fee | $ 4,559 | ||||||||||||||||||||||||
Revenue, percentage | 10% | ||||||||||||||||||||||||
WOMF [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument conversion price | $ 4 | $ 0.0772 | |||||||||||||||||||||||
Debt instrument convertible percentage | 90% | ||||||||||||||||||||||||
WOMF [Member] | Minimum [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument conversion price | $ 4 | ||||||||||||||||||||||||
WOMF [Member] | Holder [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate | 18% | ||||||||||||||||||||||||
Debt outstanding | $ 15,000 | $ 10,000 | $ 75,000 | ||||||||||||||||||||||
Repayments of principal amount | 150,000 | ||||||||||||||||||||||||
Repayments of debt | 50,000 | ||||||||||||||||||||||||
Debt default longterm debt amount | 1,500,000 | ||||||||||||||||||||||||
Duramed MI, LLC [Member] | Forbearance Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Proceeds from issuance of debt | 5,700,000 | ||||||||||||||||||||||||
Proceeds from collection of notes receivable | 5,700,000 | ||||||||||||||||||||||||
Stock issued during period value acquisitions | 1,500,000 | ||||||||||||||||||||||||
ClearThink Capital Partners, LLC [Member] | Holder [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding | $ 75,000 | $ 75,000 | |||||||||||||||||||||||
ASOP Note I [Member] | Arena Special Opportunities Partners I, LP [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Total notes and loans payable | $ 2,675,239 | ||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | ||||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||||
Stock issued during period shares new issues | 228,419 | ||||||||||||||||||||||||
Number of warrant issued | 228,419 | ||||||||||||||||||||||||
Exercise price | $ 6.75 | ||||||||||||||||||||||||
Debt instrument principal reduction payment | $ 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% | ||||||||||||||||||||||||
Stock issued during period shares new issues | 8,755 | ||||||||||||||||||||||||
Number of warrant issued | 8,755 | ||||||||||||||||||||||||
Debt instrument principal reduction payment | 92,285 | ||||||||||||||||||||||||
Debt outstanding | $ 102,539 | ||||||||||||||||||||||||
Exercise price | $ 6.75 | ||||||||||||||||||||||||
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% | ||||||||||||||||||||||||
Stock issued during period shares new issues | 101,978 | ||||||||||||||||||||||||
Number of warrant issued | 101,978 | ||||||||||||||||||||||||
Debt instrument principal reduction payment | 1,073,250 | ||||||||||||||||||||||||
Debt outstanding | $ 1,193,135 | ||||||||||||||||||||||||
Exercise price | $ 6.75 | ||||||||||||||||||||||||
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. The holders also waived certain defaults under the notes. | ||||||||||||||||||||||||
Repayments of related party debt additional, description | The Company subsequently 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 | ||||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||||
Stock issued during period shares new issues | 26,228 | ||||||||||||||||||||||||
Number of warrant issued | 26,228 | ||||||||||||||||||||||||
Debt instrument principal reduction payment | 257,750 | ||||||||||||||||||||||||
Debt outstanding | $ 306,865 | ||||||||||||||||||||||||
Exercise price | $ 6.75 | ||||||||||||||||||||||||
BL Note [Member] | Blue Lake Partners, LLC [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 22, 2023 | ||||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||||
Stock issued during period shares new issues | 39,062 | ||||||||||||||||||||||||
Number of warrant issued | 39,062 | ||||||||||||||||||||||||
Debt instrument principal reduction payment | 183,333 | ||||||||||||||||||||||||
Debt outstanding | $ 250,000 | ||||||||||||||||||||||||
Exercise price | $ 6.40 | ||||||||||||||||||||||||
Repayments of debt | $ 66,667 | ||||||||||||||||||||||||
BL Note [Member] | Blue Lake Partners, LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt Instrument, percentage | 50% | ||||||||||||||||||||||||
BL Note [Member] | Blue Lake Partners, LLC [Member] | Minimum [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt Instrument, percentage | 33% | ||||||||||||||||||||||||
MH Note [Member] | Mast Hill Fund, LP [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 22, 2023 | ||||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||||
Stock issued during period shares new issues | 39,062 | ||||||||||||||||||||||||
Number of warrant issued | 39,062 | ||||||||||||||||||||||||
Debt instrument principal reduction payment | 256,667 | ||||||||||||||||||||||||
Debt outstanding | $ 350,000 | ||||||||||||||||||||||||
Exercise price | $ 6.40 | ||||||||||||||||||||||||
Repayments of debt | $ 93,333 | ||||||||||||||||||||||||
MH Note [Member] | Mast Hill Fund, LP [Member] | Maximum [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt Instrument, percentage | 50% | ||||||||||||||||||||||||
MH Note [Member] | Mast Hill Fund, LP [Member] | Minimum [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt Instrument, percentage | 33% | ||||||||||||||||||||||||
FM Note [Member] | Fourth Man, LLC [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 22, 2023 | ||||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||||
Stock issued during period shares new issues | 23,437 | ||||||||||||||||||||||||
Number of warrant issued | 23,437 | ||||||||||||||||||||||||
Debt instrument principal reduction payment | 110,000 | ||||||||||||||||||||||||
Debt outstanding | $ 150,000 | ||||||||||||||||||||||||
Exercise price | $ 6.40 | ||||||||||||||||||||||||
Repayments of debt | $ 40,000 | ||||||||||||||||||||||||
FM Note [Member] | Fourth Man, LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt Instrument, percentage | 50% | ||||||||||||||||||||||||
FM Note [Member] | Fourth Man, LLC [Member] | Minimum [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt Instrument, percentage | 33% | ||||||||||||||||||||||||
Alumni Note [Member] | Alumni Capital, LP [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 06, 2023 | ||||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||||
Stock issued during period shares new issues | 9,766 | ||||||||||||||||||||||||
Number of warrant issued | 9,766 | ||||||||||||||||||||||||
Debt instrument principal reduction payment | 56,250 | ||||||||||||||||||||||||
Debt outstanding | $ 62,500 | ||||||||||||||||||||||||
Exercise price | $ 6.40 | ||||||||||||||||||||||||
Walleye Opportunities Master Fund Note [Member] | Walleye Opportunities Master Fund [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument, maturity date | Aug. 30, 2023 | ||||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||||
Stock issued during period shares new issues | 71,296 | ||||||||||||||||||||||||
Number of warrant issued | 71,296 | ||||||||||||||||||||||||
Debt instrument principal reduction payment | 350,000 | ||||||||||||||||||||||||
Debt outstanding | $ 385,000 | ||||||||||||||||||||||||
Exercise price | $ 5.40 | ||||||||||||||||||||||||
Tysadco Note VI [Member] | Tysadco Partners, LLC [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 12, 2023 | ||||||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||||||
Stock issued during period shares new issues | 130,000 | ||||||||||||||||||||||||
Debt instrument principal reduction payment | 1,007,500 | ||||||||||||||||||||||||
Debt outstanding | $ 100,000 | ||||||||||||||||||||||||
Debt exchange amount | $ 752,000 | ||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate | 12% | 12% | 12% | ||||||||||||||||||||||
Debt instrument principal reduction payment | $ 256,893 | ||||||||||||||||||||||||
Debt outstanding | $ 437,500 | ||||||||||||||||||||||||
Debt Instrument, percentage | 18% | ||||||||||||||||||||||||
Debt instrument conversion price | $ 0.0772 | $ 0.0743 | $ 0.0772 | ||||||||||||||||||||||
Purchase amount of future receivables | $ 50,000 | $ 50,000 | $ 10,000 | $ 350,000 | $ 50,000 | ||||||||||||||||||||
Debt instrument discount percentage | 33.33% | 33.33% | 20% | ||||||||||||||||||||||
Debt instrument, interest rate | 40% | ||||||||||||||||||||||||
Promissory Note [Member] | WOMF [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding | $ 150,000 | ||||||||||||||||||||||||
Line of credit | $ 50,000 | ||||||||||||||||||||||||
Promissory Note [Member] | WOMF [Member] | Holder [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate | 18% | ||||||||||||||||||||||||
Debt outstanding | $ 435,000 | ||||||||||||||||||||||||
Repayments of debt | $ 232,500 | ||||||||||||||||||||||||
Debt instrument, interest rate | 15% | ||||||||||||||||||||||||
Initial Note [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest rate | 135% | ||||||||||||||||||||||||
Debt instrument convertible percentage | 60% | ||||||||||||||||||||||||
Initial Note [Member] | Stock Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument convertible percentage | 90% | ||||||||||||||||||||||||
Initial Note [Member] | Maximum [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument interest rate percentage | 18% | ||||||||||||||||||||||||
Notes [Member] | Investor [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt outstanding | $ 1,693,750 | ||||||||||||||||||||||||
Consolidated Note [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument periodic payment | the Company will be required to make a payment of 2% of the amount then owed under the Note and the Consolidated Note for each 30 day period after the applicable deadline that the Company does not file the registration statement or the registration statement is not declared effective. |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | 6 Months Ended | 12 Months Ended | |||
Feb. 08, 2021 | Jun. 30, 2024 | Dec. 31, 2022 | Dec. 31, 2023 | Mar. 27, 2021 | |
Class of Stock [Line Items] | |||||
Stock issued during the period | |||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||
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 | ||||
Preferred stock shares authorized | 20 | 20 | |||
Series C Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of convertible shares | 1,667 | ||||
Preferred stock shares authorized | 2,000 | 2,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Series C Preferred Stock [Member] | Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
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 667 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. The Company can redeem Series D Preferred Stock at any time for par value. | |||
Preferred stock shares authorized | 4,000 | 4,000 | 4,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Series D Preferred Stock [Member] | Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period | 2,050 |
Schedule of Stock Options Valua
Schedule of Stock Options Valuation Assumptions (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Per share fair value at grant date | ||
Expected volatility | 224% | |
Dividend yield | 0% | |
Expected life in years | 5 years | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Per share fair value at grant date | $ 0.036 | |
Risk free interest rate | 4.12% | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Per share fair value at grant date | $ 0.05 | |
Risk free interest rate | 4.30% |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Option shares, outstanding beginning | 12,223,331 | |
Weighted average exercise price, outstanding beginning | $ 3.08 | |
Weighted average remaining contractual life years, outstanding beginning | 3 years 10 months 20 days | |
Option shares, granted | 27,019,284 | |
Weighted average exercise price, granted | $ 0.04 | |
Weighted average remaining contractual life years, granted | 5 years | |
Option shares, exercised | ||
Weighted average exercise price, exercised | ||
Option shares, forfeited | ||
Weighted average exercise price, forfeited | ||
Option shares, exercisable ending | 39,242,615 | |
Weighted average exercise price, exercisable ending | $ 0.99 | |
Weighted average remaining contractual life years, exercisable ending | 3 years 5 months 1 day |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock based compensation expense | $ 1,163,636 | $ 0 |
Schedule of Future Maturities o
Schedule of Future Maturities of Lease Liabilities (Details) | Jun. 30, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Six months ended December 31, 2024 | $ 66,750 |
Fiscal year 2025 | |
Total future minimum lease payments | $ 66,750 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - Common Stock [Member] - Settlement Agreement [Member] | 1 Months Ended |
Jun. 30, 2024 USD ($) shares | |
Stock issued during period share new issues | shares | 4,825,000 |
Stock issued during period value new issues | $ | $ 579,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | ||
Jul. 31, 2024 | Jun. 30, 2024 | Oct. 27, 2023 | |
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 80,000 | $ 1,354,210 | |
Settlement Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Payment to plaintiff | $ 50,000 | ||
Settlement Agreement [Member] | Subsequent Event [Member] | Patents [Member] | |||
Subsequent Event [Line Items] | |||
Payment for damages | 5,000,000 | ||
Revenue Share Agreements [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Deferred Revenue | 50,000 | ||
Debt Instrument, Face Amount | 1,000,000 | ||
Repayments of Debt | 50,000 | ||
Payments of Stock Issuance Costs | 50,000 | ||
Revenue Share Agreements [Member] | Subsequent Event [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Payments of Stock Issuance Costs | 250,000 | ||
Revenue Share Agreements [Member] | Subsequent Event [Member] | Patents [Member] | |||
Subsequent Event [Line Items] | |||
Revenues | $ 250,000 | ||
Consulting Agreement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Net revenue percentage | 5% | ||
Consulting Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Licensing fee percentage | 3% | ||
Consulting Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Licensing fee percentage | 1% |