Current Report Filing (8-k)
2022年1月26日 - 10:46PM
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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): January 20, 2022
JUPITER
WELLNESS, INC.
(Exact
name of registrant as specified in charter)
Delaware
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001-39569
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83-2455880
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1061
E. Indiantown Rd., Ste. 110, Jupiter, FL 33477
(Address
of principal executive offices) (Zip Code)
(561)
462-2700
(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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JUPW
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The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market)
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Warrants,
each exercisable for one share of Common Stock at $8.50 per share
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JUPWW
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The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market)
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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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Jupiter
Wellness, Inc. (the “Company”) has been communicating with the Listing Qualifications Department of the Nasdaq Stock Market
LLC (“Nasdaq”) regarding an issue of inadvertent non-compliance with Nasdaq Listing Rule 5635(c).
Listing
Rule 5635(c) requires stockholder approval prior to the issuance of securities when a stock option or purchase plan is to be established
or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by
officers, directors, employees or consultants.
As
previously disclosed in the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021, during the first nine months of
2021 the Company issued a total of 1,020,000 shares of common stock to consultants (the “Consulting Share Awards”) not pursuant
to the existing 2021 Equity Incentive Plan (the “2021 Equity Plan”). The Company issued the Consulting Share Awards under
the good faith belief that the Consulting Share Awards were not considered to be Form S-8 eligible.
Following
communications with Nasdaq and internal investigation, in January 2022, the Company determined that 180,000 shares of common stock, out
of the total Consulting Stock Awards issued, that were issued to three consultants, Greentree Financial (100,000 shares), Inc., L&H
Inc. (20,000 shares), and Tee 2 Green Enterprises, Ltd. (60,000 shares), during the relevant period (the “Share Grants”),
should have been issued pursuant to the 2021 Equity Plan because the Share Grants were considered to be S-8 eligible. As a result, the
inadvertent issuance of the Share Grants to the mentioned-above three consultants was not made in compliance with Listing Rule 5635(c).
The Company has notified Nasdaq that the Company’s Board of Directors (the “Board”) has approved the reallocation of
the Share Grants to be accounted for as if they were originally issued under the 2021 Equity Plan, and has made the corresponding change
to the Company’s books and records.
Given
that the 2021 Equity Plan has previously been exercised in full, to allow for the reallocation of the Share Grants under the 2021 Equity
Plan, on January 17, 2022, the Board determined that 100,000 options that have previously been issued under the 2021 Equity Plan to Mr.
Brian John, Chief Executive Officer and director of the Company, and 100,000 options issued to Dr. Glynn Wilson, Chief Science
Officer and Chairman of the Board, be cancelled, a revocation to which Messrs. John and Wilson have agreed.
On
January 20, 202, the Company received a letter from Nasdaq stating that, because the Company made the Share Grants not pursuant to the
2021 Equity Plan despite them considered to be S-8 eligible, Nasdaq had determined that the Company did not comply with Listing Rule
5635(c). Nasdaq further determined that, as a result of the corrective action taken, the Company has regained compliance with the Rule
and that this matter is now closed.
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:
January 26, 2022
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JUPITER
WELLNESS, INC.
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By:
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/s/
Brian John
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Brian
John
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Chief
Executive Officer
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Jupiter Wellness (NASDAQ:JUPW)
過去 株価チャート
から 6 2024 まで 7 2024
Jupiter Wellness (NASDAQ:JUPW)
過去 株価チャート
から 7 2023 まで 7 2024