AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported)
name of registrant as specified in its charter)
or other jurisdiction
South Broadway, Suite 120
of principal executive offices)
telephone number, including area code 516-595-9544
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):
communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
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).
growth company [X]
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.
1.01 Entry into a Material Definitive Agreement.
February 22, 2021, Can B̅ Corp. (the “Company”) entered into a material definitive agreement (“Acquisition
Agreement”) with its wholly owned subsidiary, Radical Tactical, LLC, a Nevada limited liability company and Imbibe Health
Solutions, LLC, a Delaware limited liability company (“Imbibe”), pursuant to which Imbibe agreed to sell certain of
its assets to Radical Tactical. The assets to be purchased (“Assets”) include the intellectual property rights, including
trademarks, logos, know how, formulations, productions procedures, copyrights, social media accounts, domain names and marketing
materials relating to its branded products containing CBD, including a muscle and joint salve, unscented fizzy bath soak, CALM
massage oil, Me x 3 Metabolic Energy (energy and dietary supplement), and Muscle, Joints & Back CBD Cryo Gel; inventory; and
goodwill. In exchange for the Assets, the Company has agreed to pay Imbibe Sixty-Five Thousand Dollars ($65,000) in the form of
shares of common stock of the Company (with standard restricted legend, the “Shares”) at a price per share equal to
the average price of the common stock of the Company during the ten (10) consecutive trading days immediately preceding the closing.
closing of the purchase and sale of Assets shall take place at the offices of Radical Tactical, on a date and at a time to be
determined, or at such other place, time or date (including by the exchange of facsimile and/or PDF signatures) as may be mutually
agreed upon in writing by the parties to the Acquisition Agreement. Radical Tactical has agreed to indemnify Imbibe for certain
breaches of covenants, representations and warranties and for claims relating to the Assets following closing. Imbibe has agreed
to indemnify Radical Tactical and the Company for certain breaches of covenants, representations and warranties, claims relating
to the Assets prior to closing, tax and employment claims relating to Imbibe’s business and liabilities of Imbibe. The parties
have agreed to keep each other’s confidential information confidential. Imbibe and its manager have agreed not to engage
in activity that would compete with the Assets for one year following closing. The Acquisition Agreement otherwise contains standard
representations, warranties and covenants common in transactions of this type.
contained in this Current Report that are not statements of historical fact are intended to be and are hereby identified as “forward-looking
statements” for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Generally,
forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations
are based. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning
future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results
to differ materially from those projected. The Company undertakes no obligation to update or revise the presentation or this Current
Report to reflect future developments except as otherwise required by the Securities Exchange Act of 1934.
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.
February 23, 2021