BONK, INC. current report, 20 July 2022

Full document

Business Context and Reporting Period

This Form 8-K was filed by Jupiter Wellness, Inc. on July 29, 2022, reporting events beginning July 20, 2022. The filing concerns compliance with Nasdaq Listing Rule 5635(c), which requires shareholder approval for certain equity compensation arrangements and related share issuances. The request metadata identifies BONK, INC.; however, the filing text identifies Jupiter Wellness, Inc. as the registrant.

Financial and Capital Markets Information

  • The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics.
  • Jupiter Wellness common stock traded under JUPW and warrants under JUPWW on the Nasdaq Capital Market.
  • The company is identified as an emerging growth company.

Material Changes Versus the Prior Comparable Period

  • Four executive officers cancelled 2,750 options each, or 11,000 options in total, originally issued in August 2021.
  • The cancellation enabled 11,000 shares issued to a non-executive employee in 2021 to be reallocated and accounted for as though issued under the 2020 Equity Incentive Plan.
  • The same four executives returned, and the company cancelled, 56,496 common shares issued to them in 2021 outside a shareholder-approved equity compensation plan.
  • The board approved corresponding changes to the company’s books and records on July 25, 2022.

Guidance, Risks, Contingencies, and Unusual Items

Nasdaq had previously notified the company that these issuances did not comply with Listing Rule 5635(c). The company submitted a final compliance plan to Nasdaq describing the corrective actions. The filing does not state whether Nasdaq accepted the plan or confirm that the listing deficiency had been fully cured. The option and share cancellations may affect equity compensation records and outstanding securities, but the filing does not quantify any accounting or financial statement impact.

Investor Verification Checklist

  • Verify Nasdaq’s final determination regarding compliance with Listing Rule 5635(c).
  • Confirm the cancellation and reallocation of the 11,000 options or shares in the company’s cap table and equity compensation records.
  • Confirm the cancellation and return of the 56,496 common shares and any related accounting treatment.
  • Review the Incentive Stock Option Forfeiture Agreement filed as Exhibit 99.1.
  • Reconcile the filing’s stated July 20 report date with the July 26 compliance-plan action and July 29 filing date.