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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): December 21, 2022

 

JUPITER WELLNESS, INC.

(Exact name of registrant as specified in charter)

 

Delaware   001-39569   83-2455880
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477

(Address of principal executive offices) (Zip Code)

 

(561) 244-7100

(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))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   JUPW  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

         
Warrants, each exercisable for one share of Common Stock at $8.50 per share   JUPWW  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

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 mart 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 7.01. Regulation FD Disclosure

 

On December 21, 2022, Jupiter Wellness, Inc. (the “Company”) issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 8.01. Other Events

 

On December 21, 2022, the Company announced that it would award all shareholders of record on December 30, 2022, a digital coupon redeemable for a gift package of Company products valued at $179 to be paid on January 23, 2023. Only one digital coupon will be granted to each shareholder of record.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

Exhibit No.   Description
99.1   Press Release dated December 21, 2022
104   Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 

 

 

SIGNATURE

 

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: December 21, 2022

 

  JUPITER WELLNESS, INC.
   
  By: /s/ Brian John
    Brian John
    Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

DRAFT NOT FOR RELEASE

 

Contact

Jupiter Wellness, Inc.  
561-244-7100  
investors@jupiterwellness.com  
   
Release Date
12/20/2022  

 

Jupiter Wellness Announces Redeemable Digital Coupon Awarded to all Shareholders of Record

 

Shareholders to Receive Digital Coupon Redeemable for $179 Worth of Product

 

JUPITER, FL / December 21, 2022 – Jupiter Wellness, Inc. (Nasdaq: JUPW), a wellness company focused on hair, skin, and sexual wellness announced today it is rewarding all shareholders of record a digital coupon (NFT) redeemable for a gift package of company products valued at over $179 to drive shareholder engagement and additional revenue potential. Shareholders of record will be able to redeem the coupon to try the product first-hand or trade it with other fans globally on Upstream to bring new potential customers into the community. This news follows the recent approval to list on Upstream and the upcoming listing date of January 10, 2023.

The gift package will have a retail value of $179 and offer an assortment of CBD-infused products, including an 8oz Comfort Cream, 50 SPF CaniSun, 55 SPF CaniSun, 30 SPF CaniSun Continuous Spray, Acai Lip Balm, Peppermint Lip Balm, and their original Healing Lip Balm. In addition to the CBD products, investors will also receive a sample bottle of the company’s NoStingz jellyfish prevention sunscreen.

 

All shareholders of record as of December 30, 2022, will be entitled to receive the digital coupon. The issuance (pay) date will be January 23, 2023. Shareholders can prepare to receive the digital coupon by downloading Upstream from their preferred app store at https://upstream.exchange/, creating an account by tapping sign up, and completing a simple KYC identity verification by tapping the settings icon on the home screen and tapping KYC.* Complete instructions will be made available at https://jupiterwellness.com/investors/shareholder-faq/ a week before the issuance date.

 

For shareholders of record that currently maintain positions in brokerage accounts that are non-objecting, the digital coupons will be cross-referenced against the shareholder list. Shareholders that are objecting shareholders may receive their digital coupon by showing a copy of their account statement for the record date of December 30, 2022, sent to servicedesk@upstream.exchange.

 

Only one digital coupon per shareholder will be granted regardless of the number of shares owned as of the record date. The total number of digital coupons issued shall equal the total number of shareholders of the Company. The digital coupons are not securities and are issued as ERC721 tokens, which are a standard for representing ownership of non-fungible tokens (NFTs), that is, where each token has a unique identifier. The digital coupons may not be withdrawn or transferred from the Upstream app and are only redeemable using the Upstream app. Shareholders that do not wish to redeem their digital coupons may elect to sell their digital coupon on the Upstream NFT marketplace.

 

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Jupiter Wellness CEO, Brian John, stated, “By incorporating Upstream’s Web3 digital coupons into our strategy, we aim to provide our shareholders with first-hand experience of our products which we hope will convert them into proud customers and brand ambassadors, driving additional engagement, revenue, and sales to our Company.”

 

The Upstream market is open 5 days a week 20 hours a day, Monday to Friday: 10:00 am to 06:00 am UTC+4 (1:00 am to 9:00 pm EST).

 

About Jupiter Wellness

 

Jupiter Wellness is a diversified company that supports health and wellness by researching and developing over-the-counter (OTC) products and intellectual property. The Company’s product pipeline addresses a range of conditions, including hair loss, eczema, burns, and sexual wellness. Revenue is generated through the sales of OTC and consumer products, contract research agreements, and licensing royalties.

 

Interested investors and shareholders are encouraged to sign up for press releases and industry updates by registering for Email Alerts at https://jupiterwellness.com/email-alerts/ and by following Jupiter Wellness on Twitter and LinkedIn.

 

About Upstream

 

Upstream, a MERJ Exchange Market (merj.exchange), is a fully regulated global stock exchange for digital securities and NFTs. Powered by Horizon’s Ethereum-L2 matching engine technology, the platform enables users to trade NFTs, and invest in securities for IPOs, crowdfunded companies, U.S. & international equities, and celebrity ventures using the Upstream app. For more information, please visit https://upstream.exchange/. Upstream is currently accepting applications to dual list at https://upstream.exchange/getlisted.

 

Media Contact

 

Phone: 561-244-7100

Email: media@jupiterwellness.com

 

Investor Contact

 

Phone: 561-244-7100

Email: investors@jupiterwellness.com

 

Disclaimers

 

This press release shall not constitute an offer to sell securities or the solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation is not permitted.

 

NFTs received have an economic value of $179, however the NFT (digital coupons) have no royalties, equity ownership, or dividends..

 

*U.S. investors are not permitted to purchase Upstream listed securities. U.S. and Canadian citizens will only be able to trade in securities they currently own, that have been listed on Upstream, for liquidation purposes only.

 

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Upstream is a MERJ Exchange market. MERJ Exchange is a licensed Securities Exchange, an affiliate of the World Federation of Exchanges, and a full member of ANNA. MERJ supports global issuers of traditional and digital securities through the entire asset life cycle from issuance to trading, clearing, settlement, and registry. It operates a fair and transparent marketplace in line with international best practices and principles of operations of financial markets. Upstream does not endorse or recommend any public or private securities bought or sold on its app. Upstream does not offer investment advice or recommendations of any kind. All services offered by Upstream are intended for self-directed clients who make their own investment decisions without aid or assistance from Upstream. All customers are subject to the rules and regulations of their jurisdiction. By accessing the site or app, you agreed to be bound by its terms of use and privacy policy. Company and security listings on Upstream are only suitable for investors who are familiar with and willing to accept the high risk associated with speculative investments, often in early and development-stage companies. There can be no assurance the valuation of any particular company’s securities is accurate or in agreement with the market or industry comparative valuations. Investors must be able to afford market volatility and afford the loss of their investment. Companies listed on Upstream are subject to significant ongoing corporate obligations including, but not limited to disclosure, filings, and notification requirements, as well as compliance with applicable quantitative and qualitative listing standards. All digital coupon holders should inform themselves as to the tax consequences within the countries of their citizenship, residence, domicile, and place of business with respect to their acquisition, holding, or disposal of the digital coupons.

 

Forward-Looking Statements

 

This communication contains forward-looking statements regarding Jupiter Wellness, including, the anticipated timing of studies and the results and benefits thereof. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are based on each of the Company’s current plans, objectives, estimates, expectations, and intentions and inherently involve significant risks and uncertainties, many of which are beyond Jupiter Wellness’ control. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties and other risks and uncertainties affecting Jupiter Wellness, including those described from time to time under the caption “Risk Factors” and elsewhere in Jupiter Wellness’ Securities and Exchange Commission (SEC) filings and reports, including Jupiter Wellness’ Annual Report on Form 10-K for the year ended December 31, 2021, and future filings and reports by Jupiter Wellness. Moreover, other risks and uncertainties of which the combined company is not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Investors are cautioned that forward-looking statements are not guarantees of future performance. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events at such dates, even if they are subsequently made available by Jupiter Wellness on its website or otherwise. Jupiter Wellness undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations, or other circumstances that exist after the date on which the forward-looking statements were made.

 

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