SEC Form 8-K Summary
Filing date: November 19, 2020; earliest reported event: November 16, 2020. The filing identifies the registrant as Jupiter Wellness, Inc., not BONK, Inc. It reports entry into a material endorsement agreement and an associated unregistered equity issuance.
Business Context and Reporting Period
Jupiter Wellness entered into an endorsement agreement with Tee-2-Green Enterprises Limited for exclusive rights to use professional golfer Ernie Els’ name, likeness, photographs and endorsements to advertise, promote, distribute and sell company products, including the CaniSun, CaniSkin and CaniDermRX product lines.
The agreement has a three-year term beginning November 10, 2020, unless extended or terminated earlier. Although dated and effective November 10, it was signed on November 16.
Financial and Capital Markets Information
- No revenue, profit, cash flow, margin, debt or liquidity figures are provided in this filing.
- As consideration under the endorsement agreement, the company will issue Tee-2-Green 50,000 common shares and warrants to purchase 50,000 common shares at an exercise price of $3.90 per share.
- The warrants are exercisable at any time during the five years following issuance.
- The filing characterizes the equity issuance as an unregistered sale of securities under Item 3.02.
Material Changes, Outlook and Risks
- The principal disclosed change is the three-year exclusive endorsement arrangement with Ernie Els and the related issuance of shares and warrants.
- Beginning one year before the end of the contract term and continuing for six months afterward, the parties must negotiate exclusively regarding a potential extension. No extension is guaranteed.
- If no extension agreement is reached during that period, either party may negotiate with third parties regarding the post-contract-period rights.
- The filing does not provide financial guidance, projected sales impacts, expected endorsement costs, valuation of the shares or warrants, or management commentary regarding the agreement’s effect on results.
- Certain portions of the endorsement agreement were omitted under Regulation S-K Item 601(b)(10)(iv) and may be furnished to the SEC upon request.
Most Important Facts to Verify
- Confirm that the applicable registrant is Jupiter Wellness, Inc.; the supplied metadata names BONK, Inc.
- Review the complete, including any omitted portions, endorsement agreement for compensation terms, termination rights, deliverables and restrictions.
- Verify the issuance date and final terms of the 50,000 shares and 50,000 warrants.
- Assess potential dilution from the shares and warrants and the five-year $3.90 exercise price.
- Determine whether subsequent filings disclose the accounting treatment, registration status, agreement performance, or commercial results associated with the endorsement.