UNITED STATES
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FORM
CURRENT REPORT
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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 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 Annual Report on Form 10-K filed on March 31, 2022, the Company issued a total of 367,496 shares of its common stock to employees during 2021. Following communications with Nasdaq and internal investigation, in June 2022, the Company determined that 67,496 of these shares (the “Share Issuances”) (issued to four executive officers (three of whom are members of the Board of Directors) and one employee) were newly owed and issued in 2021 outside of a shareholder approved equity compensation plan. On June 28, 2022, the Company received a letter from Nasdaq (the “Letter”) stating that, because the Company made the Share Issuances outside of a shareholder approved equity compensation plan, Nasdaq had determined that the Company did not comply with Listing Rule 5635(c).
The Letter has no immediate effect on the continued listing status of the Company’s Common Stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective.
The Company has submitted a plan to Nasdaq to enable it to regain compliance with Listing Rule 5635(c).
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: July 5, 2022
| JUPITER WELLNESS, INC. | ||
| By: | /s/ Brian John | |
| Brian John | ||
| Chief Executive Officer | ||