Current Report Filing (8-k)
2022年7月6日 - 5:31AM
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2022-06-28
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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): June 28, 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)
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):
☐ |
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
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 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 Annual Report on Form 10-K filed on March 31, 2022, the Company issued a total of 367,496
shares of its common stock to employees during 2021. Following communications with Nasdaq and internal investigation, in June 2022, the
Company determined that 67,496 of these shares (the “Share Issuances”) (issued to four executive officers (three of whom
are members of the Board of Directors) and one employee) were newly owed and issued in 2021 outside of a shareholder approved equity
compensation plan. On June 28, 2022, the Company received a letter from Nasdaq (the “Letter”) stating that, because the Company
made the Share Issuances outside of a shareholder approved equity compensation plan, Nasdaq had determined that the Company did not comply
with Listing Rule 5635(c).
The
Letter has no immediate effect on the continued listing status of the Company’s Common Stock on The Nasdaq Capital Market, and,
therefore, the Company’s listing remains fully effective.
The
Company has submitted a plan to Nasdaq to enable it to regain compliance with Listing Rule 5635(c).
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:
July 5, 2022
|
JUPITER
WELLNESS, INC. |
|
|
|
By: |
/s/
Brian John |
|
|
Brian
John |
|
|
Chief
Executive Officer |
Jupiter Wellness (NASDAQ:JUPW)
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