United States securities and exchange commission logo
June 24, 2020
Marco Alfonsi
Chief Executive Officer
Can B Corp
960 South Broadway, Suite 120
Hicksville, NY 11801
Re: Can B Corp
Offering Statement
on Form 1-A
Filed June 3, 2020
Fiel No. 024-11233
Dear Mr. Alfonsi:
We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may
better understand your
disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response. After reviewing any amendment to your offering statement and
the information you
provide in response to these comments, we may have additional comments.
Form 1-A Filed June 3, 2020
Cover Page
1. We note that on your
cover page you disclose that the offering minimum is $5 million
while in your offering
summary section on page 5 and in your plan of distribution section
on page 15 you state
that there is no minimum. Please reconcile your disclosures.
Summary Information, page 3
2. Please discuss your
auditor's going concern opinion in your summary.
Marco Alfonsi
FirstName LastNameMarco Alfonsi
Can B Corp
Comapany NameCan B Corp
June 24, 2020
Page 2
June 24, 2020 Page 2
FirstName LastName
Dilution, page 15
3. It appears that information presented in your dilution table assumes
completion of the
maximum offering. Please revise to also present information that
assumes completion of
the minimum offering. In addition, revise to incorporate the expected
offering cost in the
dilution calculation.
Use of Procceds, page 17
4. Please revise your footnote 5 to disclose the material terms of the
debt, including the
interest rate and maturity of the debt. Also, if the debt was incurred
within the past year,
describe the use of the proceeds of the debt. Refer to Instruction 6
of Item 6 of Form 1-A.
5. We note that in footnote 2 you state that you expect to spend $90,000
to obtain GMP
certification. In an appropriate place in your Offering Circular,
please explain what the
certification is and why it is important to obtain.
Business, page 19
6. We note here and on your cover page that you may seeking synergistic
value through
acquisitions of products and brands in the hemp industry. Please
expand your disclosure
in this Business section to more fully discuss your acquisition
strategy, including the
factors that you will consider in deciding whether or not to acquire
complementary
businesses or products. Please also revise to indicate any
acquisitions that are currently
under consideration and describe them or, if none are currently under
consideration,
please state this.
Duramed Division- Durable Medical Equipment, page 20
7. We note your disclosure states, "The initial term of the Sam MOU
expires December 31,
2019." We further note that there are automatic renewals for
additional one-year terms if
you meet certain monthly minimums. Please update your disclosure
regarding the Sam
MOU. Similarly, we note that your first Pure Leaf Oil products will be
rolling out in the
second quarter of 2020; please update this disclosure. Throughout the
course of the
review process, please continue to update your disclosures to provide
the most current
information as of the most recent date practicable.
Directors, Executive Officers, and Significant Employees, page 27
8. Please revise to include the principal business conducted by each
company identified in
the business experience of your directors, executive officers and
significant employees, if
not clear from the company name. Refer to Item 10(c) of Form 1-A.
Marco Alfonsi
FirstName LastNameMarco Alfonsi
Can B Corp
Comapany NameCan B Corp
June 24, 2020
Page 3
June 24, 2020 Page 3
FirstName LastName
Financial Statements, page F-1
9. Please tell us what consideration you gave to updating your Form 1-A
to include interim
financial statements and other relevant information from your Form
10-Q for the quarter
ended March 31, 2020. Refer to Rule 252(a) of Regulation A.
Report of Independent Registered Public Accounting Firm, page F-2
10. Please make arrangements with your auditors to refer to the current
company name in
their audit report. Please also make arrangements with them to revise
their consent to
refer to the correct financial statement periods and the correct Note
for the going concern
description in the Form 1-A.
Note 1 Organization and Description of Business, page F-7
11. Please revise your historical financial statements and disclosures
throughout this Form 1-
A to give retrospective effect to the 300-to-1 reverse stock split
that occurred on March 6,
2020. Refer to SAB Topic 4.C.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Stephen Kim, Staff Accountant at 202-551-3291 or
Rufus Decker, Accounting Branch Chief at 202-551-3769 if you have questions
regarding
comments on the financial statements and related matters. Please contact Scott
Anderegg, Staff
Attorney at 202-551-3342 or Lilyanna Peyser, Special Counsel at 202-551-3222
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services