SEC Form 8-K Summary
Registrant: Jupiter Wellness, Inc. The provided metadata identifies BONK, Inc., but the filing names Jupiter Wellness, Inc. as the registrant.
Reporting event: June 28, 2022; filed July 5, 2022. The company is listed on Nasdaq under JUPW and JUPWW and reported as an emerging growth company.
Material Listing Compliance Issue
Nasdaq notified the company that it did not comply with Listing Rule 5635(c), which requires stockholder approval before establishing or materially amending certain equity compensation arrangements.
- The company issued 367,496 common shares to employees during 2021.
- Following an internal investigation, the company determined that 67,496 shares issued to four executive officers—three of whom were directors—and one employee were issued outside a stockholder-approved equity compensation plan.
- Nasdaq’s June 28, 2022 letter stated that these issuances resulted in non-compliance with Rule 5635(c).
- The company submitted a compliance plan to Nasdaq.
Financial Information
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other financial metrics. It also does not report a financial restatement, cash impact, or valuation of the share issuances.
Listing Status and Outlook
The Nasdaq letter had no immediate effect on the continued listing of the company’s common stock. The company stated that its Nasdaq Capital Market listing remained fully effective while it pursued compliance with Rule 5635(c).
Key Facts to Verify
- Confirm the correct issuer, because the request metadata names BONK, Inc., while the filing names Jupiter Wellness, Inc.
- Verify the company’s remediation plan and any subsequent Nasdaq determination regarding compliance.
- Assess whether the 67,496 shares were rescinded, reissued, or otherwise addressed through stockholder approval or another corrective action.
- Review later filings for any impact on share count, executive compensation disclosures, or Nasdaq listing status.