Current Report Filing (8-k)
2022年7月26日 - 10:01PM
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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): July 25, 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
1.01. Entry into a Material Definitive Agreement
As
previously disclosed in its Form 8-K filed with Securities and Exchange Commission on December 14, 2021, Jupiter Wellness, Inc. (the
“Company”) is party to that certain Security Agreement and those certain Notes (the “Transaction Documents”)
with Next Frontier Pharmaceuticals, Inc., a Delaware corporation (“NFP”), NFP’s parent company, Next Frontier Holdings,
Inc., a Delaware corporation, and NFP’s subsidiary companies, Benuvia Manufacturing, Inc., a Delaware corporation, Benuvia Therapeutics,
LLC, a Delaware limited liability company, Benuvia Manufacturing, LLC, a Delaware limited liability company, and Benuvia Therapeutics
IP LLC, a Delaware limited liability company (collectively, the “Debtors”). On July 25, 2022, Jupiter Wellness, Inc. (the
“Company”) entered into a forbearance and settlement agreement (the “Agreement”) with the Debtors relating to
the Transaction Documents.
Pursuant
to the Agreement, the Company has agreed to forbear from exercising any of its rights and remedies against the Debtors under the Transaction
Documents in exchange for (i) $1,000,000 in cash on or before August 15, 2022; (ii) $1,000,000 in cash on or before September 15, 2022;
and (iii) $1,000,000 in cash on or before October 15, 2022. Further, upon the completion of NFP’s contemplated SPAC Merger, the
Debtors shall deliver the Company 8% of NFP’s common stock.
This
description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Forbearance
Agreement filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure
On
July 25, 2022, the Company issued a press release (the “Press Release”) relating to the Agreement. A copy of the press release
is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
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:
July 26, 2022
|
JUPITER
WELLNESS, INC. |
|
|
|
|
By: |
/s/
Brian John |
|
|
Brian
John |
|
|
Chief
Executive Officer |
Jupiter Wellness (NASDAQ:JUPW)
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