Business Context and Reporting Period
This Form 8-K was filed by Jupiter Wellness, Inc. (Nasdaq: JUPW; warrants: JUPWW), although the request metadata identifies BONK, Inc. The report concerns events dated June 20, 2022, and was signed on June 27, 2022.
Material Transaction
On June 20, 2022, Jupiter Wellness entered into and closed an Asset Purchase Agreement with Applied Biology Inc. The Company acquired all assets used in the seller’s business.
- Total consideration: up to 2,000,000 restricted shares of Jupiter Wellness common stock.
- 1,000,000 shares were to be issued at closing.
- Up to an additional 1,000,000 shares were to be issued within 71 days after closing, subject to completion of the seller’s audit.
- The shares were issued without registration under the Securities Act, relying on Section 4(a)(2) and Rule 506(b) of Regulation D.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, purchase-price allocation, or other operating and financial metrics for the reporting period. It also does not quantify the fair value of the shares issued or the acquired assets.
Outlook, Risks, and Unusual Items
The principal unusual item is the acquisition consideration payable in restricted equity, with up to 1,000,000 additional shares contingent on completion of the seller’s audit. The transaction may result in dilution to existing shareholders.
The filing contains customary forward-looking statement disclaimers and warns that ongoing obligations, plans, expectations, and other statements may not be achieved. It identifies the Company’s other SEC filings as the source of information regarding factors that could cause actual results to differ materially. The filing also states that representations, warranties, covenants, and omitted disclosure schedules in the purchase agreement are contractual risk-allocation provisions and should not necessarily be treated as factual descriptions of the parties’ current condition.
Investor Verification Items
- Confirm the registrant identity: the filing names Jupiter Wellness, Inc., not BONK, Inc.
- Review Exhibit 10.1 for the complete purchase agreement, including omitted schedules and conditions to the additional share issuance.
- Verify whether the additional 1,000,000 shares were issued after completion of Applied Biology’s audit.
- Assess the acquired assets, business operations, valuation, purchase-price allocation, and any subsequent impairment or integration costs.
- Evaluate the potential dilution from up to 2,000,000 restricted shares and any related registration or resale restrictions.
- Review subsequent SEC filings for financial statements or pro forma information concerning the acquired business.