SEC Form 8-K Summary
Registrant: Jupiter Wellness, Inc. The request metadata identifies BONK, INC., but the filing names Jupiter Wellness, Inc. as the registrant.
Reporting event: March 3, 2023; filed March 6, 2023. The filing reports a Nasdaq continued-listing deficiency under Item 3.01.
Business Context and Reporting Period
The filing does not provide operating or financial-period information. It concerns the Company’s compliance with Nasdaq’s minimum bid-price requirement for its common stock, listed under ticker JUPW, and its warrants, listed under ticker JUPWW.
Financial and Liquidity Metrics
- The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
- The filing states that the common stock was below Nasdaq’s $1.00 minimum closing bid-price requirement for 30 consecutive business days.
Material Changes Versus Prior Period
Nasdaq notified the Company on March 3, 2023 that it was not in compliance with Nasdaq Listing Rule 5550(a)(2). The filing does not quantify any comparison with a prior period.
Guidance, Outlook, Risks, and Unusual Items
- The deficiency notice had no immediate effect on the Company’s Nasdaq Capital Market listing, which remained effective as of the filing.
- The Company received 180 calendar days, through August 30, 2023, to regain compliance.
- Compliance could be restored if the common stock’s closing bid price reached at least $1.00 for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion.
- If the initial period was unsuccessful, the Company could have been eligible for an additional 180-day period if it satisfied applicable Nasdaq conditions and notified Nasdaq of its intention to cure the deficiency, potentially through a reverse stock split.
- The Company stated that it would monitor the bid price and evaluate options, but cautioned that there was no assurance it would regain compliance, obtain an additional compliance period, or satisfy other Nasdaq listing requirements.
- If delisted, the Company expected its common stock could trade on an OTC Markets Group marketplace. Any delisting determination would be appealable to a Nasdaq hearings panel.
Investor Verification Items
- Confirm the correct issuer, because the filing identifies Jupiter Wellness, Inc., while the request metadata identifies BONK, INC.
- Verify whether the Company regained Nasdaq’s $1.00 minimum bid-price compliance by August 30, 2023 or received an additional compliance period.
- Check for any subsequent reverse stock split, delisting notice, appeal, or change in trading venue.
- Review later SEC filings for updated listing status and any related effects on shares, warrants, or capital structure.