UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On July 10, 2023, Jupiter Wellness, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with GBB Labs, Inc., a Delaware corporation (“Buyer” and together with JWI, collectively, the “JWI Parties”), GBB Drink Lab Inc., a Florida corporation (“Seller”), 2V Consulting LLC, a Florida limited liability company, (“2v”), the Jarrett A Boon Revocable Trust Dated October 22, 2014, (the “Trust”), Gregory D. Blackman, an individual (“Blackman”) and Brothers Investment 7777, (“Brothers”, and collectively with 2v, the Trust and Blackman as the “Owners” and together with Seller, the “Transferors”). Pursuant to the Agreement, the Buyer shall purchase certain assets relating to the Seller’s business for a consideration comprising of: (a) the sum of Two Hundred Thousand U.S. Dollars (US $200,000) (the “Cash Purchase Price”); and (b) 5,000,000 Common Shares (the “Consideration Shares” and together with the Cash Purchase Price, collectively, the “Purchase Price”).
At the time that the Agreement was entered into there was no relationship between the Company or its affiliates and the parties therein, other than in respect of the Agreement. Currently, Miklas Gulyas who is a principal of GBB is a director of the Company and Mr. Boon, who is also a principal of GBB is the Chief Operating Officer of the Company.
The Company issued the Consideration Shares in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.
The foregoing summary of the Agreement is subject to and qualified in its entirety by the Agreement, a form of which was filed herein as Exhibit 10.1 to the Current Report on Form 8-K and incorporated therein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On August 31, 2023, the Company completed the acquisition of certain assets of GBB Labs, Inc.(“GBB”), pursuant to the Agreement which was entered into on July 10, 2023, by issuing GBB the Consideration Shares. John Gulyas who is now a director of the Company is an owner of 33.33% of GBB and Jarrett A. Boon, , who is now the Chief Operating Officer of the Company is also an owner of 33.33% of GBB.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Items 1.01 and 2.01 above is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure
On July 10, 2023, the Company issued a press release announcing the Company entering into the Agreement, which was attached to the Current Report filed on July 10, 2023 as Exhibit 99.1 and was incorporated therein by reference.
Item 8.01 Other Events
On September 5, 2023, the Company’s outside counsel issue a cease & desist letter to FSD Pharma Inc. demanding it to immediately cease & desist any and all actions directly or indirectly including through third persons intended to damage Safety Shot, the Company and/or its stockholders. FSD had issued a press release on August 25, 2023, which the Company believes includes numerous false and misleading statements, but also without the consent of the Company, prominently included the Company’s stock symbol in violation of various laws, rules and regulations.
Item 9.01 Financial Statements and Exhibits
Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Asset Purchase Agreement. (Incorporated by reference to the Current Report on Form 8-K filed on July 10, 2023.) | |
| 99.1 | Press Release dated July 10, 2023(Incorporated by reference to the Current Report on Form 8-K dated July 10, 2023) | |
| 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: September 5, 2023
| JUPITER WELLNESS, INC. | ||
| By: | /s/ Brian John | |
| Brian John | ||
| Chief Executive Officer | ||