Filing Overview
Registrant: Jupiter Wellness, Inc. The request metadata identifies BONK, Inc., but the supplied Form 8-K is filed by Jupiter Wellness, Inc. (Nasdaq: JUPW; warrants: JUPWW).
Report date and event: December 22, 2022 annual meeting of stockholders; the filing was signed December 28, 2022.
Business and Financial Information
This Form 8-K reports shareholder voting results and does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating and financial metrics.
Material Developments
- All six director nominees were elected to serve until the 2023 annual meeting or earlier resignation or removal.
- Stockholders approved, on an advisory basis, the compensation of the named executive officers.
- Stockholders recommended future advisory votes on executive compensation every three years: 5,507,138 votes, compared with 2,451,600 for annual votes and 32,220 for biennial votes.
- Stockholders ratified M&K CPAS, PLLC as the independent registered public accounting firm for the fiscal year ending June 30, 2023.
- Stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split. The filing text does not state the split ratio or implementation date.
- Stockholders approved and ratified the 2022 Equity Incentive Plan.
- Stockholders approved potential issuances of securities at a discounted price in non-public offerings.
Voting Results
| Proposal | For | Against | Withheld or Abstain |
|---|---|---|---|
| Executive compensation advisory vote | 7,967,845 | 35,550 | 21,080 |
| Independent auditor ratification | 12,989,861 | 51,700 | 10,945 |
| Reverse stock split amendment | 11,367,174 | 1,659,489 | 25,843 |
| 2022 Equity Incentive Plan | 7,396,668 | 605,036 | 22,771 |
| Discounted non-public offerings | 7,395,435 | 604,268 | 24,772 |
Director Elections
| Director | For | Against | Withheld |
|---|---|---|---|
| Brian S. John | 7,987,891 | 28,587 | 7,997 |
| Dr. Glynn Wilson | 7,998,464 | 18,154 | 7,857 |
| Dr. Skender Fani | 7,996,117 | 22,025 | 6,333 |
| Nancy Torres Kaufman | 7,997,481 | 20,232 | 6,762 |
| Christopher Marc Melton | 7,897,446 | 119,266 | 7,763 |
| Gary Herman | 7,994,827 | 21,646 | 8,002 |
Outlook, Risks, and Unusual Items
- The approved reverse stock split could affect share count, trading price, dilution, and compliance with exchange listing requirements; the filing does not provide the ratio or timing.
- Approval of discounted non-public securities offerings creates potential future dilution and pricing risk.
- The 2022 Equity Incentive Plan may result in additional equity-based dilution.
- No management guidance, financial outlook, contingencies, or new operating risks are disclosed in the supplied filing text.
Investor Verification Items
- Confirm the correct issuer: the supplied filing is for Jupiter Wellness, Inc., not BONK, Inc.
- Verify the reverse stock split ratio, effective date, and resulting share count.
- Review the terms, size, pricing, and potential dilution of any discounted non-public offerings.
- Review the share reserve and vesting terms under the 2022 Equity Incentive Plan.
- Confirm subsequent filings for implementation of the approved actions and any related financial effects.