8-K 1 jupw8k012921.htm






Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 25, 2021



(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.)


725 N. Hwy A1A, Suite C-106 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 [X]


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.


On January 25, 2021, Jupiter Wellness, Inc. (the “Company”) and Krista Whitley entered into an Omnibus Amendment to: (1) the Confidential Membership Interest Purchase Agreement, dated February 21, 2020; (2) the Sales Distributor Agreement, dated February 21, 2020; and (3) the Executive Employment Agreement, dated March 31, 2020 (the “Agreements”). Pursuant to the Omnibus Amendment, the parties (i) acknowledged that the Company has fully satisfied its obligation by paying $334,000 to a third party that had a judgement against Ms. Whitley; (ii) agreed that in satisfaction of the remaining balance due to Ms. Whitley under the Agreements, she is to be paid $150,000 in cash instead of an additional $650,000 and, starting April 1, 2020, Ms. Whitley shall be entitled to individually market and sell the Bella line of products remaining in the Company’s inventory and the Company will relinquish its rights to the Bella brand; (iii) agree that the option is amended to reduce the number of shares issuable upon exercise of the common stock purchase options granted to Ms. Whitley from 250,000 to 185,000, Ms. Whitely may utilize a cashless exercise feature to exercise such options, subject to a six (6) month holding period on the shares issued upon exercise, and Ms. Whitley shall not be permitted to sell an amount of shares in any week which exceeds 10% of the Company’s total weekly trading volume in the prior week; and (iv) agreed that Ms. Whitley’s Employment Agreement shall terminate on March 31, 2021 and shall not renew. There will be no adverse impact to the financial statements or financial position of the Company related to this matter given the offset of the balance of the $1,000,000 note payable already recorded.  


The foregoing description of the Omnibus Agreement and the First Amendment to Common Stock Option Agreement are only summaries and are qualified in their entirety by reference to the full text of such Agreements attached hereto as Exhibit 10.1  and Exhibit 10.2, respectively. 


Item 9.01 Financial Statements and Exhibits




Exhibit No.   Description




Omnibus Amendment dated January 25, 2021

First Amendment to Common Stock Option Agreement dated January 25, 2021









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 29, 2021


  By: /s/ Brian John
    Brian John
    Chief Executive Officer