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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 27, 2022

 

JUPITER WELLNESS, INC.

(Exact name of registrant as specified in charter)

 

Delaware   001-39569   83-2455880
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477

(Address of principal executive offices) (Zip Code)

 

(561) 462-2700

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   JUPW  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

         
Warrants, each exercisable for one share of Common Stock at $8.50 per share   JUPWW  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 
 

 

Item 1.01 Entry Into A Material Agreement

 

On April 26, 2021, Jupiter Wellness, Inc. (the “Company) entered into an Asset Purchase Agreement (the “APA”) with Ascent Clinical Research Inc, (“ACR”). The APA provides for the purchase of the assets of ACR used in its business (the “ACR Business”) by the Company in exchange for 5% of the future net revenues generated by the ACR Business. ACR is a clinical research company.

 

Item 8.01 Other Events.

 

On April 27, 2022, Jupiter Wellness, Inc. (the “Company”) issued a press release announcing that it has concluded its Asset Purchase Agreement with Ascent Clinical Research, Inc., acquiring clinical assets including approximately $3 million worth of clinical trial research contracts. A copy of the press release is attached as Exhibit 99.1

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

Exhibit No.   Description
10.1   Asset Purchase Agreement by and among Jupiter Wellness, Inc. and Ascent Clinical Research, Inc. dated as of April 26, 2022
99.1   Press Release dated April 27, 2022
104   Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 27, 2022

 

  JUPITER WELLNESS, INC.
   
  By: /s/ Brian John
    Brian John
    Chief Executive Officer