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 30, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 22, 2022, at the Special Meeting (as defined below), the stockholders of the Jupiter Wellness, Inc. (the “Company”) approved the 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan is described in more detail in the Company’s 2022 Proxy Statement, which was filed with the Securities and Exchange Commission on November 29, 2022.
Pursuant to the 2022 Plan, on December 30, 2022, the Company granted its directors and officers options to purchase an aggregate of 2,850,000 shares of common stock (the “Options”). The options are vested immediately and are exercisable within five years from the date of grant. Messer Brian S. John and Dr. Glynn Wilson have been granted 1,050,000 options each, with an exercise price of $0.836 per share and $0.76 share, respectively. Mr. Doug McKinnon, the CFO of the Company, has been granted 500,000 options with an exercise price of $0.76 per share. Messer Nancy Torres Kauffman, Gary Hermann, Christopher Melton, and Dr. Skander Fani have been granted 50,000 options each, with an exercise price of $0.76 share. The $0.76 per share was the closing price of the Company’s common stock on December 29, 2022. In addition, the Company granted 50,000 shares to a former director who currently serves as an advisor to the Company.
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 30, 2022
| JUPITER WELLNESS, INC. | ||
| By: | /s/ Brian John | |
| Brian John | ||
| Chief Executive Officer | ||