UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~May 296, 2024

CAN B CORP.

(Exact name of registrant as specified in its charter)

Florida

000-55753

20-3624118

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

960 South Broadway, Suite 120
Hicksville, NY 11801		11801
(Address of principal executive offices)		(Zip Code)

(516) 595-9544

Registrant’s telephone number, including area code

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 24.~~03.~~01 ~~CREATION~~CHANGES OFIN AREGISTRANT’S ~~DIRECT~~CERTIFYING ~~FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT~~ACCOUNTANT.

OnEffective ~~February~~May 296, 2024, Can B Corp. (the “Company”) ~~completed~~dismissed ~~the~~BF ~~sale~~Borgers ofCPA aPC ~~promissory note in the principal amount of $75,000 to ClearThink Capital Partners, LLC~~ (“~~ClearThink~~BF Borgers”). ~~The~~as ~~purchase~~its ~~price~~independent ofregistered ~~the note was $50,000, representing a 33.33% original~~public ~~issue~~accounting ~~discount~~firm. The ~~note~~decision ~~becomes~~to ~~due~~dismiss onBF ~~November~~Borgers ~~29,~~was ~~2024~~made ~~and~~with ~~bears interest, payable upon maturity, at a rate of 12% per annum. ClearThink may convert~~ the ~~purchase~~recommendation ~~price of the note~~ and ~~accrued~~approval ~~and unpaid interest into shares~~ of the ~~Company’s~~Audit ~~common~~Committee ~~stock at any time at a conversion price~~ of ~~$0.0772 per share. The proceeds of~~ the ~~loan were used for general working capital purposes~~Company.

~~ClearThink~~BF ~~was~~Borgers’ ~~previously~~audit ~~issued~~reports ~~convertible~~on ~~notes~~the inCompany’s ~~the~~consolidated ~~principal~~financial ~~amount~~statements as of ~~$200,000~~and onfor ~~August~~the 7,fiscal ~~2023,~~years ~~$15,000~~ended onDecember ~~September 22~~31, 2023 and ~~$37,500~~ on December 2031, ~~2023~~2022 incontained ~~connection~~a ~~with~~qualification ~~loans~~that ~~made~~the toCompany’s ~~support~~significant operating losses raise substantial doubt as to the Company’s ~~operations~~ability to continue as a going concern. The audit reports did not otherwise contain a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles.

During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of this report, there were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BF Borgers’ satisfaction, would have caused BF Borgers to make reference to such disagreements in its audit reports.

During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~March~~May 216, 2024

	Can B Corp.

	By:	/s/ Marco Alfonsi
	Name:	Marco Alfonsi
	Title:	CEO

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