(Note: This is NOT an IPO. This is a NASDAQ uplisting from the OTCQB market. This is a public offering of up to 2.03 million (2,029,703) Class A Units, with each Class A Unit consisting of one share of common stock and one Series X Warrant to buy one share of common stock at an assumed public offering price of $5.05 per Class A Unit; $5.05 was the last reported sale price for Can B’s stock on the OTCQB market on May 20, 2022. The company also is offering to the purchasers of Class A Units in this offering the opportunity to buy up to 2.03 million Class B Units consisting of pre-funded Series Y and Series X Warrants. **See the prospectus for details.)

(Note: Can B Corp. intends to apply to the NASDAQ for approval to list the stock under the proposed symbol “CANB” and the warrants under the proposed symbol “CANBW”.)

The Company, directly and through its subsidiaries, is in the business of promoting health and wellness through its development, manufacture and sale of products containing cannabinoids derived from hemp biomass and the licensing of durable medical devices.

The Company’s primary business is the development, production and sale of products containing hemp derived cannabinoids, including, but not limited to, cannabidiol (“CBD”), cannabinol (“CBN”) cannabigerol (“CBG”), delta-8, and delta-10. The Company has five divisions: Pure Health Products (white label production, sales and operations, and lifestyle brand marketing), Hemp Operating Division (industrial hemp production, biomass and isolate processing, and R&D of cannabinoids), Green Grow Farms (licensed hemp growing and processing- inactive), Duramed (no fault, Medicare and workers’ comp durable medical equipment), and Imbibe Wellness Solutions (celebrity specific products and influencer branding, expected to launch 2022).

The statements found herein have not been evaluated by the Food and Drug Administration (FDA) and the Company’s products are not intended to diagnose, treat, cure or prevent any disease or medical condition.

**Note: Revenue and net loss figures are for the year ended Dec. 31, 2021.

CORPORATE HISTORY & STOCK SPLITS

Can B Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on Oct. 11, 2005, in order to tap into a largely un-serviced segment of the web-based advertising industry. Effective Jan. 5, 2015, WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”), a New York corporation incorporated on April 2, 2008, in order to acquire Prosperity’s office productivity software suite as a complement to WRAP’s existing intellectual property. After its acquisition, the Company transferred Prosperity’s operations to WRAP; however, the Company does not currently actively operate its WRAP or Prosperity divisions.

Around the first quarter of 2017, the Company began to transition into the health and wellness industry, offering products that incorporate hemp and hemp derivatives. On May 15, 2017, WRAP changed its name to “Canbiola, Inc.” On March 6, 2020, CANB changed its name again to “Can B̅ Corp.” in order to segregate its corporate identity from its lead products branded under the Canbiola™ brand.

Effective Dec. 27, 2010, WRAP effected a 10 for 1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1 for 10 reverse stock split of its common stock. On March 6, 2020, Can B̅ Corp. effected a 1 for 300 reverse stock split of its common stock. As of Feb. 14, 2022, the Company effectuated a 1 for 15 reverse stock split of its common stock. The accompanying consolidated financial statements retroactively reflect these stock splits.