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
Amendment to Asset Purchase Agreement
As previously disclosed in its Form 8-K filed with Securities and Exchange Commission on June 27, 2022, Jupiter Wellness, Inc. (the “Company”), is party to that certain Asset Purchase Agreement (the “Purchase Agreement”) with Applied Biology Inc. (“Seller,” and together with the Company, the “Parties”). On August 22, 2022 (the “Effective Date”), the Parties made and entered into a First Amendment to the Purchase Agreement (the “Amendment”) pursuant to which the purchase price provision was altered. In lieu of the 2,000,000 shares of the Company’s restricted common stock originally provided for, the aggregate purchase price is now $200,000, payable as follows: (1) $100,000 upon the Effective Date and (2) $100,000 within 60 days of the Effective Date.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed in its Form 8-K filed on July 26, 2022, the Company entered into a Forbearance and Settlement Agreement with Benuvia, Inc. (f/k/a Next Frontier Pharmaceuticals, Inc.), a Delaware corporation (“Benuvia”), Benuvia’s parent company, Next Frontier Holdings, Inc., a Delaware corporation, and Benuvia’s subsidiary companies, Benuvia Manufacturing, Inc., a Delaware corporation, Benuvia Therapeutics, LLC, a Delaware limited liability company, Benuvia Manufacturing, LLC, a Delaware limited liability company, and Benuvia Therapeutics IP LLC, a Delaware limited liability company (collectively, the “Debtors”), pursuant to which the Company agreed to forbear from exercising any rights and remedies against the Debtors in exchange for certain cash payments. It has since come to the Company’s attention that on August 18, 2022, there was a public sale of all of the Debtors’ personal property assets, which assets were pledged as collateral (the “Collateral”) to Benuvia Holdings, LLC. As the aggregate purchase for the Collateral was $8,100,000, and the amount due to Benuvia Holdings, LLC, as of August 4, 2022 was in excess of $33,105,000, the Company did not receive any proceeds from the asset sale.
Item 9.01 Financial Statements and Exhibits
Exhibits
| Exhibit No. | Description | |
| 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: August 26, 2022
| JUPITER WELLNESS, INC. | ||
| By: | /s/ Brian John | |
| Brian John | ||
| Chief Executive Officer | ||