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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/25/22 Can B Corp. S-1/A 71:8.7M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 2.00M
(General Form)
2: EX-5.1 Opinion of Counsel re: Legality HTML 30K
3: EX-10.45 Material Contract HTML 48K
4: EX-23.1 Consent of Expert or Counsel HTML 19K
5: EX-FILING FEES Filing Fees HTML 27K
11: R1 Cover HTML 56K
12: R2 Consolidated Balance Sheets HTML 151K
13: R3 Consolidated Balance Sheets (Parenthetical) HTML 58K
14: R4 Consolidated Statement of Operations HTML 90K
15: R5 Consolidated Statement of Stockholders' Equity HTML 144K
16: R6 Consolidated Statement of Cash Flows HTML 151K
17: R7 Organization and Description of Business HTML 31K
18: R8 Liquidity HTML 28K
19: R9 Basis of Presentation and Summary of Significant HTML 105K
Accounting Policies
20: R10 Asset Acquisitions HTML 63K
21: R11 Inventories HTML 32K
22: R12 Property and Equipment HTML 43K
23: R13 Intangible Assets HTML 52K
24: R14 Notes and Loans Payable HTML 121K
25: R15 Stockholders? Equity HTML 63K
26: R16 Stock Options HTML 95K
27: R17 Income Taxes HTML 52K
28: R18 Related Party Transactions HTML 29K
29: R19 Commitments and Contingencies HTML 46K
30: R20 Subsequent Events HTML 44K
31: R21 Fair Value Measurements HTML 44K
32: R22 Basis of Presentation and Summary of Significant HTML 160K
Accounting Policies (Policies)
33: R23 Inventories (Tables) HTML 32K
34: R24 Property and Equipment (Tables) HTML 39K
35: R25 Intangible Assets (Tables) HTML 47K
36: R26 Stock Options (Tables) HTML 93K
37: R27 Income Taxes (Tables) HTML 47K
38: R28 Commitments and Contingencies (Tables) HTML 32K
39: R29 Fair Value Measurements (Tables) HTML 46K
40: R30 Liquidity (Details Narrative) HTML 36K
41: R31 Basis of Presentation and Summary of Significant HTML 31K
Accounting Policies (Details Narrative)
42: R32 Asset Acquisitions (Details Narrative) HTML 87K
43: R33 Schedule of Inventories (Details) HTML 26K
44: R34 Schedule of Property and Equipment (Details) HTML 38K
45: R35 Property and Equipment (Details Narrative) HTML 22K
46: R36 Schedule of Intangible Assets (Details) HTML 29K
47: R37 Schedule of Estimated Amortization Expenses HTML 40K
(Details)
48: R38 Intangible Assets (Details Narrative) HTML 27K
49: R39 Notes and Loans Payable (Details Narrative) HTML 298K
50: R40 Stockholders? Equity (Details Narrative) HTML 88K
51: R41 Schedule of Share-based Payment Award, Stock HTML 31K
Options, Valuation Assumptions (Details)
52: R42 Summary of Stock Options Activity (Details) HTML 52K
53: R43 Schedule of Non-Vested Option Shares (Details) HTML 37K
54: R44 Stock Options (Details Narrative) HTML 21K
55: R45 Schedule of Provision For Income Taxes (Details) HTML 21K
56: R46 Schedule of Provisions for (Benefits from) Income HTML 35K
Taxes (Details)
57: R47 Schedule of Deferred Income Tax Assets (Details) HTML 25K
58: R48 Income Taxes (Details Narrative) HTML 25K
59: R49 Related Party Transactions (Details Narrative) HTML 32K
60: R50 Schedule of Future Minimum Lease Payments Under HTML 30K
Non-cancellable Operating Leases (Details)
61: R51 Commitments and Contingencies (Details Narrative) HTML 47K
62: R52 Subsequent Events (Details Narrative) HTML 96K
63: R53 Schedule of Carrying Value and Fair value HTML 29K
(Details)
64: R54 Schedule of Fair Value of the Warrants Outstanding HTML 33K
(Details)
65: R55 Schedule of Change in Fair Value of the Warrant HTML 24K
Liabilities (Details)
66: R56 Summary of Property, Plant and Equipment (Details) HTML 38K
69: XML IDEA XML File -- Filing Summary XML 124K
67: XML XBRL Instance -- forms-1a_htm XML 1.83M
68: EXCEL IDEA Workbook of Financial Reports XLSX 99K
7: EX-101.CAL Inline XBRL Taxonomy Extension Calculation XML 195K
Linkbase Document -- canb-20220331_cal
8: EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase XML 571K
Document -- canb-20220331_def
9: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 1.05M
Document -- canb-20220331_lab
10: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 795K
Linkbase Document -- canb-20220331_pre
6: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 154K
canb-20220331
70: JSON XBRL Instance as JSON Data -- MetaLinks 365± 477K
71: ZIP XBRL Zipped Folder -- 0001493152-22-015062-xbrl Zip 325K
Exhibit 5.1
Can B. Corp.
960 South Broadway
Suite 120
| Re: | Registration Statement on Form S-1/A No. 3 |
Ladies and Gentlemen:
We have acted as special counsel to Can B Corp., a Florida corporation (the “Company”), in connection with the proposed issuance of up to an aggregate of $24,606,406 of (A) Class A Units (the “Class A Units”), each consisting of (i) one share (collectively, the “Shares”) of common stock, Nil par value per share (the “Common Stock”) of the Company and (ii) one Series X Common Stock Purchase Warrant (collectively, the “Series X Warrants”) to purchase one share of Common Stock (collectively, the “Series X Warrant Shares”); (B) Class B Units (the “Class B Units” and together with the Class A Units, the “Units”), each consisting of (i) one Series Y Prefunded Common Stock Purchase Warrant (collectively, the “Pre-Funded Warrants,” and together with the Series X Warrants, the “Warrants”) to purchase one share of Common Stock (the “Pre-Funded Warrant Shares,” and together with the Series X Warrant Shares, the “Warrant Shares”); and (C) Series X Warrants. The Units, the Shares, the Warrants and the Warrant Shares are included in a registration statement on Form S-1/A under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 9, 2022 (Registration No. 333-260882) (as amended, the “Registration Statement”). The terms “Shares,” “Warrants” and “Warrant Shares” shall include any additional securities registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Shares and the Warrants.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of Florida and Florida Business Corporation Act (the “FBCA”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
| 1. | When the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the FBCA. |
C:
| C: 1 |
| 2. | When the Warrants shall have been duly registered on the records maintained by the Company for that purpose in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Warrants will have been duly authorized by all necessary corporate action of the Company, and the Warrants will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. | |
| 3. | When the Series X Warrant Shares initially issuable upon exercise of the Series X Warrants shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or on behalf of the Series X Warrant holders, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Series X Warrants, the Series X Warrant Shares will have been duly authorized by all necessary corporate action of the Company, and will be validly issued, fully paid and nonassessable. | |
| 4. | When the Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or on behalf of the Pre-Funded Warrant holders, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Pre-Funded Warrants, the Pre-Funded Warrant Shares will have been duly authorized by all necessary corporate action of the Company, and will be validly issued, fully paid and nonassessable. |
In rendering the opinions in paragraphs (3) and (4) above, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the FBCA.
Our opinions set forth in numbered paragraph 2 are subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) we express no opinion as to (a) any provision for liquidated damages, monetary penalties or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (f) waivers of broadly or vaguely stated rights, (g) provisions for exclusivity, election or cumulation of rights or remedies, (h) provisions authorizing or validating conclusive or discretionary determinations, (i) proxies, powers and trusts, (j) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, and (k) the severability, if invalid, of provisions to the foregoing effect.
We have assumed (a) that the Warrants have been or will be duly authorized, executed and delivered by the parties thereto other than the Company, (b) that such securities constitute or will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Warrants as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares and the Warrants. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Respectfully Submitted, | |
| /s/ Dodson Robinette PLLC |
C:
| 2 |
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/25/22 | None on these Dates | ||
| 5/9/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/15/24 Can B Corp. 10-K 12/31/23 71:6.8M M2 Compliance LLC/FA 11/20/23 Can B Corp. 10-Q 9/30/23 61:5.7M M2 Compliance LLC/FA 8/21/23 Can B Corp. 10-Q 6/30/23 60:5.1M M2 Compliance LLC/FA 5/22/23 Can B Corp. 10-Q 3/31/23 61:4.7M M2 Compliance LLC/FA 5/12/23 Can B Corp. S-1 4:493K M2 Compliance LLC/FA 4/17/23 Can B Corp. 10-K 12/31/22 80:10M M2 Compliance LLC/FA 6/30/22 Can B Corp. S-1/A 70:8.7M M2 Compliance LLC/FA |