Current Report Filing (8-k)
2022年3月2日 - 7:20AM
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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): February
23, 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
February 23, 2022, Byron Young resigned as a member of the Board of Directors (the “Board”) of Jupiter Wellness, Inc. (the
“Company”) for personal reasons. Mr. Young’s resignation as Director does not reflect any disagreement with the Company
on any matter relating to the Company’s operations, policies, or practices.
On
March 1, 2022, the Board appointed Gary Herman to serve as a member of the Board. Mr. Herman was also appointed to the Compensation Committee
of the Board, replacing Mr. Young.
Mr.
Herman is a seasoned investor with many years of investment and business experience. Since 2005, Mr. Herman has managed Strategic Turnaround
Equity Partners, LP (Cayman) and its affiliates. From January 2011 to August 2013, he was a managing member of Abacoa Capital Management,
LLC, which managed Abacoa Capital Master Fund, Ltd., focused on a Global-Macro investment strategy. From 2005 to 2020, Mr. Herman was
affiliated with Arcadia Securities LLC, a New York-based broker-dealer. From 1997 to 2002, he was an investment banker with Burnham Securities,
Inc. From 1993 to 1997, he was a managing partner of Kingshill Group, Inc., a merchant banking and financial firm with offices in New
York and Tokyo. Mr. Herman has a B.S. from the University at Albany with a major in Political Science and minors in Business and Music.
Mr. Herman has many years of experience serving on the boards of private and public companies. He presently sits on the boards and is
Audit Chairperson of XS Financial, Inc. (CSE: XS) and SusGlobal Energy Corp. (OTCQB: SNRG).
Mr.
Herman will receive an annual fee of $20,000 and will receive options to purchase 20,000 shares of common stock per year pursuant to
the Company’s 2021 Equity Incentive Plan. There are no other arrangements or understandings between Mr. Herman and any other
person, in each case, pursuant to which Mr. Herman was appointed to serve on the Board. There are no family relationships between
Mr. Herman and any other director or executive officer of the Company and there have been no transactions between Mr. Herman and the
Company in the last fiscal year, and none are currently proposed, that would require disclosure under Item 404(a) of Regulation
S-K.
Item
9.01 Financial Statements and Exhibits
Exhibits
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:
March 1, 2022
|
JUPITER
WELLNESS, INC. |
|
|
|
By: |
/s/
Brian John |
|
|
Brian
John |
|
|
Chief
Executive Officer |
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