Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Jupiter Wellness, Inc. (the "Company") has been communicating with the Listing
Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") regarding an
issue of inadvertent non-compliance with Nasdaq Listing Rule 5635(c).
Listing Rule 5635(c) requires stockholder approval prior to the issuance of
securities when a stock option or purchase plan is to be established or
materially amended or other equity compensation arrangement made or materially
amended, pursuant to which stock may be acquired by officers, directors,
employees or consultants.
As previously disclosed in the Company's Quarterly Report on Form 10-Q filed on
November 12, 2021, during the first nine months of 2021 the Company issued a
total of 1,020,000 shares of common stock to consultants (the "Consulting Share
Awards") not pursuant to the existing 2021 Equity Incentive Plan (the "2021
Equity Plan"). The Company issued the Consulting Share Awards under the good
faith belief that the Consulting Share Awards were not considered to be Form S-8
eligible.
Following communications with Nasdaq and internal investigation, in January
2022, the Company determined that 180,000 shares of common stock, out of the
total Consulting Stock Awards issued, that were issued to three consultants,
Greentree Financial (100,000 shares), Inc., L&H Inc. (20,000 shares), and Tee 2
Green Enterprises, Ltd. (60,000 shares), during the relevant period (the "Share
Grants"), should have been issued pursuant to the 2021 Equity Plan because the
Share Grants were considered to be S-8 eligible. As a result, the inadvertent
issuance of the Share Grants to the mentioned-above three consultants was not
made in compliance with Listing Rule 5635(c). The Company has notified Nasdaq
that the Company's Board of Directors (the "Board") has approved the
reallocation of the Share Grants to be accounted for as if they were originally
issued under the 2021 Equity Plan, and has made the corresponding change to the
Company's books and records.
Given that the 2021 Equity Plan has previously been exercised in full, to allow
for the reallocation of the Share Grants under the 2021 Equity Plan, on January
17, 2022, the Board determined that 100,000 options that have previously been
issued under the 2021 Equity Plan to Mr. Brian John, Chief Executive Officer and
director of the Company, and 100,000 options issued to Dr. Glynn Wilson, Chief
Science Officer and Chairman of the Board, be cancelled, a revocation to which
Messrs. John and Wilson have agreed.
On January 20, 202, the Company received a letter from Nasdaq stating that,
because the Company made the Share Grants not pursuant to the 2021 Equity Plan
despite them considered to be S-8 eligible, Nasdaq had determined that the
Company did not comply with Listing Rule 5635(c). Nasdaq further determined
that, as a result of the corrective action taken, the Company has regained
compliance with the Rule and that this matter is now closed.
© Edgar Online, source Glimpses