Current Report Filing (8-k)
2023年3月7日 - 6:01AM
Edgar (US Regulatory)
0001760903
false
0001760903
2023-03-03
2023-03-03
0001760903
us-gaap:CommonStockMember
2023-03-03
2023-03-03
0001760903
JUPW:WarrantsEachExercisableForOneShareOfCommonStockAt8.50PerShareMember
2023-03-03
2023-03-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 3, 2023
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.
On
March 3, 2023, Jupiter Wellness, Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing
Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing
bid price of the Company’s common stock (“Common Stock”) for the last 30 consecutive business days, the Company is
not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the
Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).
The
Notice 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 is provided a compliance period of 180 calendar days from the date of the Notice, or until August 30, 2023, to regain compliance
with Nasdaq Listing Rule 5550(a)(2). If at any time before August 30, 2023, the closing bid price of the Company’s Common Stock
closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this
period pursuant to Nasdaq Listing Rule 5810(c)(3)(G), Nasdaq will provide written notification that the Company has achieved compliance
with the Minimum Bid Requirement, and the matter would be resolved.
If
the Company does not regain compliance with the Minimum Bid Requirement during the initial 180 calendar day period, the Company may be
eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing
requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with
the exception of the Minimum Bid Requirement, and would need to provide written notice of its intention to cure the deficiency during
the second compliance period, by effecting a reverse stock split, if necessary.
The
Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements
within the allotted compliance periods. If the Company does not regain compliance within the allotted compliance periods, including any
extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s Common Stock will be subject to delisting.
The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.
The
Company intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance
with the Minimum Bid Requirement. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Requirement
during the 180-day compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq
listing requirements.
If
the Common Stock ceases to be listed for trading on the Nasdaq Capital Market, the Company would expect that the Common Stock would be
traded on one of the three tiered marketplaces of the OTC Markets Group.
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 6, 2023
|
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