Can B Corp. Files 8-K: Material Agreements, Delisting Notice, Officer Changes

TL;DR

Can B Corp. is in hot water - material agreements, delisting notice, and exec changes all dropped in one 8-K.

AI Summary

Can B Corp. (formerly Canbiola, Inc.) filed an 8-K on October 28, 2024, reporting several material events. These include entering into a material definitive agreement, receiving a notice of delisting or failure to meet continued listing standards, and material modifications to security holder rights. The company also reported changes in directors and officers, compensatory arrangements, and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial distress for Can B Corp., including a notice of delisting which could severely impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — The notice of delisting or failure to meet continued listing standards is a significant red flag indicating potential financial instability or non-compliance.

Key Players & Entities

• Can B Corp. (company) — Filer of the 8-K, formerly Canbiola, Inc.
• Canbiola, Inc. (company) — Former name of Can B Corp.
• 0001509957 (company) — Central Index Key for Can B Corp.
• 20241028 (date) — Date of the 8-K filing.
• 20241025 (date) — Earliest event date reported in the filing.

FAQ

Filing Documents

• form8-k.htm (8-K) — 58KB
• ex2-1.htm (EX-2.1) — 54KB
• ex3-1.htm (EX-3.1) — 27KB
• ex10-1.htm (EX-10.1) — 24KB
• 0001493152-24-042714.txt ( ) — 349KB
• canb-20241025.xsd (EX-101.SCH) — 3KB
• canb-20241025_lab.xml (EX-101.LAB) — 33KB
• canb-20241025_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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) October 25, 2024 CAN B CORP. (Exact name of registrant as specified in its charter) Florida 000-5573 20-3624118 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 960 Broadway , Suite 118 Hicksville , NY 11801 (Address of principal executive offices, including 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 (see General Instruction A.2. below): 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)) Item 1.01. Entry into a Material Definitive Agreement. Adoption of Agreement and Plan of Merger and Consummation of Holding Company Reorganization On October 25, 2024, Can B Corp. ("Can B") implemented a holding company reorganization (the " Nascent Merger ") pursuant to the Agreement and Plan of Merger (the " Merger Agreement "), dated as of October 23, 2024, among Can B, Nascent Pharma Holdings, Inc., a Florida corporation (" Nascent "), and Nascent Merger Sub, Inc., a Florida corporation (" Merger Sub "), which resulted in Nascent owning all of the outstanding capital stock of Can B. Pursuant to the Nascent Merger, Merger Sub, a direct, wholly owned subsidiary of Nascent and an indirect, wholly owned subsidiary of Can B, merged with and into Can B, with Can B surviving as a direct, wholly owned subsidiary of Nascent. Each share of each class of Can B stock issued and outstanding immediately prior to the Nascent Merger automatically converted into an equivalent corresponding share of Nascent stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Can B stock being converted. Accordingly, upon consummation of the Nascent Merger, Can B's stockholders immediately prior to the consummation of the Nascent Merger became stockholders of Nascent. The stockholders of Can B will not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares in the Nascent Merger. The Nascent Merger was conducted pursuant to Section 607.11045 of the Florida Business Corporation Act (the " FBCA "), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. The conversion of stock occurred automatically without an exchange of stock certificates. After the Nascent Merger, unless exchanged, stock certificates that previously represented shares of a class of Can B stock now represent the same number of shares of the corresponding class of Nascent stock. Immediately after consummation of the Nascent Merger, Nascent has, on a consolidated basis, the same assets, businesses and operations as Can B had immediately prior to the consummation of the Nascent Merger. As a result of the Nascent Merger, Nascent became the successor issuer to Can B pursuant to 12g-3(a) of the Exchange Act and as a result the shares of Nascent Common Stock are deemed registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The foregoing descriptions of the Nascent Merger and Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 and which is incorporated by reference herein. Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the Nascent Merger, Can B notified the Financial Industry Regulatory Authority ("FINRA") that it planned to complete the Nascent Merger and, in connection therewith, requested that a new trading symbol be assigned to Nascent. FINRA requested that a new notice be submitted to FINRA after the Nascent Merger is complete. As a result, the change in issuer name and trading symbol on the OTCQB Market will not occur until FINRA completes the processing of the name change and assigns Nascent a trading symbol. On October 28, 2024, Can B filed a certificate on Form 15 with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"

View Full Filing

View this 8-K filing on SEC EDGAR