UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Material Agreements
On June 16, 2021, Jupiter Wellness, Inc. (the "Company") entered into a license agreement (the "License Agreement") with the Oklahoma Medical Research Foundation ("OMRF"), covering the Company's use of OMRF's Patents US 6,156,795 and US 6,326,400, relating to the treatment of contact dermatitis with N-L-Alpha-Aspartyl-L-Phenylalanine-1-Methyl Ester, otherwise known as the artificial sweetener aspartame. Under the License Agreement, the Company has gained the worldwide exclusive license to utilize the Patent Rights, Know-How and Material related to N-L-Alpha-Aspartyl-L-Phenylalanine-1-Methyl Ester in order to make, use, distribute, sublicense and sell Licensed Products or Licensed Services.
The License Agreement became effective on June 16, 2021, and will end upon the expiration of the last of the
Company's Valid Claims within the Patent Rights.
The Company agreed to issue OMRF $375,000-worth of the Company's common stock as an initial payment (the “OMRF Shares”), relying on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder. Upon its achievement of annual worldwide net sales of $10,000,000 of the first Licensed Product, the Company will pay OMRF an additional $1,000,000.
The License Agreement helps forward the Company's research into the possible applications of CBD/aspartame mixtures in treating a variety of skin conditions, including atopic dermatitis (eczema), as described in patent filing US 20210038513.
Item 3.02. Unregistered Sales of Equity Securities
The information under Item 1.01 is incorporated by reference into this Item 3.02.
Item 7.01. Regulation FD Disclosure
On June 16, 2021, the Company issued a press release announcing the License Agreement (the “Press Release”). 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
Exhibit No. | Description | |
10.1 99.1 |
1 |
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: June 17, 2021
JUPITER WELLNESS, INC. | ||
By: | /s/ Brian John | |
Brian John | ||
Chief Executive Officer |
2 |