UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 7, 2023, the board of directors (the “Board”) of Jupiter Wellness, Inc. (the “Company”) appointed David Sandler as the Chief Operating Officer of the Company for a guaranteed two-year term with auto extension/renewal.
David Sandler, Chief Operating Officer, is a goal-driven executive with more than 30 years experience in the nutrition and health industry developing, building and managing high-growth, results-oriented projects. David is the founder of StrengthPro Inc., a consulting firm specializing specific areas of health, fitness, nutrition, and supplement ratio. David has been working as the president of Strengthpro since January 2021. Since May 2019 David has been serving as chief operations officer at Elite Beverage. From October 2016 to October 2019, David served as the chief operations officer at ProSupps USA, LLC.
In connection with his employment as the Chief Operating Officer, the Company entered into an employment agreement with David (the “David Agreement”). Pursuant to the David Agreement, David is entitled to:
● | Compensation: $150,000 per-annum, paid bi-monthly, which may be increased at the sole discretion of the Company and based on David’s performance. | |
● | Bonus: annual bonus based on meeting the pre-determined target. | |
● | Miscellaneous: cost of living adjustment, paid vacation, paid holidays, and business expense and cell phone reimbursement. | |
● | Stock Options: 100 shares of common stock, subject to the terms and conditions of the Agreement. |
On July 7, 2023, the Board appointed Josh Wagner as the Chief Revenue Officer of the Company for a guaranteed two-year term with auto extension/renewal.
Josh Wagner, Chief Revenue Officer, is the founder of Limitless Agency, a a consulting agency specializing in beverage industry. From December 2019 to May 2023, he served as the Strategy & Growth Consultant at Lyrical Lemonade where he developed beverage strategy including short/medium/long term planning, incubation, operations, sales and commercial integration. Josh worked as the Director of Sales at Anheuser-Busch InBev from December 2017 to December 2019. Josh has a Bachelor of Science, Business Administration degree from University of Missouri.
In connection with his employment as the Chief Revenue Officer, the Company entered into an employment agreement with Josh (the “Josh Agreement” along with the David agreement as the “Employment Agreements”). Pursuant to the Josh Agreement, Josh is entitled to:
● | Compensation: $150,000 per-annum, paid bi-monthly, which may be increased at the sole discretion of the Company and based on David’s performance. | |
● | Bonus: annual bonus based on meeting the pre-determined target. | |
● | Miscellaneous: cost of living adjustment, paid vacation, paid holidays, and business expense and cell phone reimbursement. | |
● | Stock Options: 100 shares of common stock, subject to the terms and conditions of the Agreement. |
The foregoing description of each of the Employment Agreements does not purport to be complete and are qualified in their entirety by the text of the Employment Agreements which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and are incorporated herein by reference.
There are no arrangements or understandings between the Company and the newly appointed executive officer or director and any other person or persons pursuant to which each executive officer or director was appointed and there is no family relationship between or among any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.
There are no transactions between the Company and any newly appointed executive officer or director that are reportable pursuant to Item 404(a) of Regulation SK. The Company did not enter into or materially amend any material plan, contract or arrangement with any newly appointed executive officer or director in connection with his or her appointment as a director or executive officer.
Item 7.01 Regulation FD Disclosure.
On July 10, 2023, the Company issued a press release announcing the Company entering into the Employment Agreements, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibits
Exhibit No. | Description | |
10.1 | Form of Employment Agreement dated July 10, 2023, by and between the Company and David Sandler | |
10.2 | Form of Employment Agreement dated July 10, 2023, by and between the Company and Josh Wagner | |
99.1 | Press Release dated July 11, 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: July 11, 2023
JUPITER WELLNESS, INC. | ||
By: | /s/ Brian John | |
Brian John | ||
Chief Executive Officer |
Exhibit 10.1
JUPITER
WELLNESS, INC
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 10th, 2023, (the “Effective Date”), between Jupiter Wellness Inc., a Delaware corporation, whose principal place of business is 1061 E Indiantown Rd, Suite 110, Jupiter, FL 33477 (the “Company”, or “Employer”) and David Sandler, an individual whose mailing address is 2314 S Holman Circle, Lakewood CO 80228, (the “Employee”).
RECITALS
WHEREAS, the Company desires to employ the Employee and the Employee desires to be employed by the Company and to enter into a formal employment agreement for the benefit and protection of all parties.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the Employee do hereby agree as follows:
1. | Recitals. The above recitals are true, and correct, and are herein incorporated by reference. | |
2. | Employment. The Company hereby employs the Employee, and the Employee hereby accepts employment, upon the terms and conditions hereinafter set forth. | |
3. | Duties and Responsibilities. During the term of this Agreement, the Employee shall serve as Chief Operating Officer of the Company. The Employee shall report to the CEO. | |
4. | Term. The term of employment hereunder will commence on July 10th, 2023, and continue for a period of two (2) years, which shall auto-renew for successive one (1) year periods unless terminated in accordance herewith (collectively the “Term”). | |
5. | Compensation and Benefits. |
a. | Salary. During the Term of this Agreement, the Employee shall be paid an initial base salary (the “Base Salary”) paid twice monthly, at an annualized rate of One Hundred Fifty Thousand dollars ($150,000). | ||
b. | Bonus. The Company shall pay the Employee an annual bonus (the “Bonus”) based on targets (the “Bonus Targets”) set forth below and established by mutual agreement. The Bonus amount shall be set as To Be Determined. Upon each subsequent year’s anniversary of employment, new Bonus Targets shall be established. | ||
i. | Bonus Targets. To Be Determined |
c. | Pay Increase. The Employee’s base salary may be increased at any time, at the Company’s sole discretion, based on the Employee’s performance, contributions to the Company, and other factors deemed relevant by the Employer. Any such increase shall be communicated to the Employee in writing and shall take effect on a date determined by the Employer. |
d. | Cost of Living Adjustment. The Employee’s base salary shall be subject to an annual Cost of Living Adjustment (the “COLA”) based on the Consumer Price Index (CPI) for All Urban Consumers (CPI-U) for the previous year. The COLA shall be calculated as a percentage increase and shall take effect on the first day of each calendar year. | |
e. | Stock Options. Under this Agreement, the Employee’s compensation may include either stock options or restricted stock. Specific details about the issuance of these equity awards, such as the grant date, vesting schedule, and strike price, will be available in Appendix A. Please refer to this appendix and the 2022 Omnibus Equity Incentive Plan for more information. | |
f. | Benefits. Upon signing this Agreement, the Employee becomes eligible for mandatory employee benefits required by law and other benefits the Company may offer. Benefits may include health, life, and disability insurance coverage, a 401(k) plan, and an Employee Stock Ownership Plan. The Company can update or modify its offerings at any time, and the Employee will be notified of any changes. For more information, refer to the Jupiter Wellness Employee Handbook. | |
g. | Vacation. The Company offers its employees two different time-off plans: Paid Time Off (PTO) and Responsible Time Off (RTO). The RTO plan is offered to benefit-eligible exempt employees in the United States, while the accrued PTO plan is offered to non-exempt (hourly) employees in the United States. Please refer to the Jupiter Wellness Employee Handbook for specific details on each plan, including eligibility criteria and accrual rates. We are committed to providing our employees with comprehensive and competitive benefits packages, including generous time off policies, to support their well-being and work-life balance. | |
h. | Holidays. The Company shall provide the Employee with a certain number of paid holidays each calendar year, as determined by the U.S. federal holidays designated by Congress. While the specific observance dates may change from year to year, all Federal bank and market holidays shall be observed by the Company as paid vacation days. | |
i. | Business Expense Reimbursement. During the term of employment, the Employee shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred by the Employee (in accordance with the policies and procedures established by the Company for its employees) in performing services hereunder, provided the Employee properly accounts therefor. | |
j. | Cell Phone Usage Reimbursement. The Employee will receive a $125 monthly stipend for business use of their personal cell phone. The stipend doesn’t cover the device cost or the full monthly bill. To qualify, the Employee must agree to the Bring Your Own Device Policy. This policy covers data protection, security, and acceptable use. By accepting the stipend, the Employee agrees to comply with the policy and use their phone in line with company standards. |
6. | Consequences of Termination of Employment. |
a. | Death. This Agreement and the Employee’s employment hereunder shall be terminated by the death of the Employee and all vested but unexercised Options shall remain exercisable by the Employee’s designated beneficiary, or, in the absence of such designation, to the estate or other legal representative of the Employee, through the term of such Option. |
b. | Disability. In the event of the Employee’s disability, as hereinafter defined, the Employee shall be entitled to compensation in accordance with the Company’s disability compensation practice for Employees. | |
c. | Termination by the Company for Cause. |
i. | Nothing herein shall prevent the Company from terminating Employment for “Cause,” as hereinafter defined. The Employee shall continue to receive the Base Salary through the date of such termination and any vested Stock Options shall remain exercisable pursuant to the terms of such grants. | |
ii. | “Cause” shall mean and include those actions or events specified below in subsections (A) through (D) to the extent the same occur, or the events constituting the same take place, subsequent to the date of execution of this Agreement: (A) committing or participating in an injurious act of, gross neglect or embezzlement against the Company; (B) committing or participating in any other injurious act or omission wantonly, willfully, recklessly or in a manner which was grossly negligent against the Company, monetarily or otherwise; (C) engaging in a criminal enterprise involving moral turpitude; or (D) the Employee being charged with or a conviction of an act or acts constituting a felony under the laws of the United States or any state thereof. Any other termination shall be deemed a termination “Other than for Cause.” |
d. | Termination by the Company Other than for Cause. The foregoing notwithstanding, the Company may terminate the Employee’s employment for whatever reason it deems appropriate: On the date of termination, the Employee’s unexercised vested Stock Options shall remain exercisable by the Employee through the term of such Options. On the date of termination, the Company shall pay to Employee the following benefits at the times specified below: (A) all Earned Compensation (to be paid on the date of termination), (B) an amount equal to all accrued and unpaid annual incentive bonuses relating to any prior years, if any, at the time of Employee’s termination of employment, (C) all Reimbursable Expenses, and, (D) a pro-rata portion of any annual incentive bonus becoming earned on performance for the fiscal year in which the date of termination occurs. | |
e. | Voluntary Termination. In the event, the Employee terminates the Employee’s employment of the Employee’s own volition, on the date of termination the Employee’s unexercised vested Stock Options shall remain exercisable by the Employee through the term of such Options. |
7. | Restrictive Covenant and Non-Disclosure of Information. |
a. | Restrictive Covenant. The Employee acknowledges and recognizes the highly competitive nature of the Company’s business and the goodwill, continued patronage, and specifically the names and addresses of the Company’s Clients (as hereinafter defined) constitute a substantial asset of the Company having been acquired through considerable time, money, and effort. Accordingly, in consideration of the execution of this Agreement, in the event the Employee’s employment is terminated by reason of disability pursuant to Section 6(b) or for Cause pursuant to Section 6(c) or if the Employee voluntarily terminates this Agreement pursuant to Section 6(e), then the Employee agrees that during the Restricted Period and within the Restricted Area, the Employee will not, directly or indirectly, solicit, induce or influence any of the Company’s Clients which have a business relationship with the Company at the time during the Restricted Period to discontinue or reduce the extent of such relationship with the Company and shall not solicit any current employee of the Company to offer them employment away from the Company. | |
b. | Non-Disclosure of Information. In the event Employee’s employment has been terminated, Employee agrees that, during the Restricted Period, Employee will not knowingly use or disclose any Proprietary Information of the Company for the Employee’s own purposes or for the benefit of any entity engaged in Competitive Business Activities. As used herein, the term “Proprietary Information” shall mean trade secrets or confidential proprietary information of the Company which are material to the conduct of the business of the Company. No information can be considered Proprietary Information unless the same is a unique process or method material to the conduct of the Company’s business, or is a customer list or similar list of persons engaged in business activities with the Company, or if the same is otherwise in the public domain or is required to be disclosed by order of any court or by reason of any statute, law, rule, regulation, ordinance or other governmental requirements. Employee further agrees that in the event his employment is terminated all Documents in his possession at the time of his termination shall be returned to the Company at the Company’s principal place of business. | |
c. | Documents. “Documents” shall mean all original written, recorded, or graphic matters whatsoever, and any and all copies thereof, including, but not limited to: papers; books; records; tangible things; correspondence; communications; telex messages; memoranda; work papers; reports; affidavits; statements; summaries; analyses; evaluations; client records and information; agreements; agendas; advertisements; instructions; charges; manuals; brochures; publications; directories; industry lists; schedules; price lists; client lists; statistical records; training manuals; computer printouts; books of account, records and invoices reflecting business operations; all things similar to any of the foregoing however denominated. In all cases where originals are not available, the term “Documents” shall also mean identical copies of original documents or non-identical copies thereof. | |
d. | Company’s Clients. The “Company’s Clients” shall be deemed to be any partnerships, corporations, professional associations or other business organizations with whom the Company has conducted business. | |
e. | Restrictive Period. The “Restrictive Period” shall be deemed to be five (5) years following termination of the Employee’s employment with the Company. |
f. | Restricted Area. The “Restricted Area” shall be within a three hundred (300) mile radius of the Company’s principal office at the time of termination. | |
g. | Competitive Business Activities. The term “Competitive Business Activities” as used herein shall be deemed to mean the business of the Company at the time of termination. | |
h. | Covenants as Essential Elements of this Agreement. It is understood by and between the parties hereto that the foregoing covenants contained in Sections 7(a) and (b) are essential elements of this Agreement, and that but for the agreement by the Employee to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by the Employee shall be construed to be agreements independent of any other provisions of this Agreement. The existence of any other claim or cause of action, whether predicated on any other provision in this Agreement, or otherwise, because of the relationship between the parties shall not constitute a defense to the enforcement of such covenants against the Employee. | |
i. | Survival After Termination of Agreement. Notwithstanding anything to the contrary contained in this Agreement, the covenants in Sections 7(a) and (b) shall survive the termination of this Agreement and the Employee’s employment with the Company. | |
j. | Remedies. |
i. | The Employee acknowledges and agrees that the Company’s remedy at law for a breach or threatened breach of any of the provisions of Section 7(a) or (b) herein would be inadequate and a breach thereof will cause irreparable harm to the Company. In recognition of this fact, in the event of a breach by the Employee of any of the provisions of Section 7(a) or (b), the Employee agrees that, in addition to any remedy at law available to the Company, including, but not limited to monetary damages, all rights of the Employee to payment or otherwise under this Agreement and all amounts then or thereafter due to the Employee from the Company under this Agreement may be terminated and the Company, without posting any bond, shall be entitled to obtain, and the Employee agrees not to oppose the Company’s request for equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to the Company. | |
ii. | The Employee acknowledges that the granting of a temporary injunction, temporary restraining order, or permanent injunction merely prohibiting the use of Proprietary Information would not be an adequate remedy upon breach or threatened breach of Section 7(a) or (b) and consequently agrees, upon proof of any such breach, to the granting of injunctive relief prohibiting any form of competition with the Company. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach. |
8. | Indemnification. The Employee shall continue to be covered by the Certificate of Incorporation and/or the Bylaws of the Company with respect to matters occurring on or prior to the date of termination of the Employee’s employment with the Company, subject to all the provisions of Delaware and Federal law and the Certificate of Incorporation and Bylaws of the Company then in effect. Such reasonable expenses, including attorneys’ fees, that may be covered by the Certificate of Incorporation and/or Bylaws of the Company shall be paid by the Company on a current basis in accordance with such provision, the Company’s Certificate of Incorporation, and Delaware law. To the extent that any such payments by the Company pursuant to the Company’s Certificate of Incorporation and/or Bylaws may be subject to repayment by the Employee pursuant to the provisions of the Company’s Certificate of Incorporation or Bylaws, or pursuant to Delaware or Federal law, such repayment shall be due and payable by the Employee to the Company within three (3) months after the termination of all proceedings, if any, which relate to such repayment and to the Company’s affairs for the period prior to the date of termination of the Employee’s employment with the Company and as to which Employee has been covered by such applicable provisions. |
9. | Background. Jupiter Wellness understands the importance of creating a safe and secure work environment for all employees. As such, the Company reserves the right to conduct background investigations and/or reference checks on all potential employees. Please note that any job offer extended by the Company is contingent upon the successful completion of such checks. | |
10. | Policies. Jupiter Wellness employees are expected to follow the company’s rules and standards to create a safe and respectful workplace for everyone. To ensure compliance with these standards, employees will receive a copy of the Jupiter Wellness Employee Handbook, along with other relevant company policies, such as Regulation FD and Insider Trading Policies. The employee acknowledges that the terms of this contract are subject to and incorporate the policies and procedures set forth in the company’s employee handbook and any other applicable policies, which the employee agrees to review and abide by. The contract will not become effective until the employee signs and acknowledges receipt of the employee handbook and any other applicable policies. | |
11. | Withholding. Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Employee or the Employee’s estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, the Company may accept other arrangements pursuant to which it is satisfied that such tax and other payroll obligations will be satisfied in a manner complying with applicable law or regulation. | |
12. | Notices. Any notice required or permitted to be given under the terms of this Agreement shall be sufficient if in writing and if sent postage prepaid by registered or certified mail, return receipt requested; by overnight delivery; by courier; or by confirmed telecopy, in the case of the Employee to the Employee’s last place of business or residence as shown on the records of the Company, or in the case of the Company to its principal office as set forth in the first paragraph of this Agreement, or at such other place as it may designate. | |
13. | Waiver. Unless agreed in writing, the failure of either party, at any time, to require performance by the other of any provisions hereunder shall not affect its right thereafter to enforce the same, nor shall a waiver by either party of any breach of any provision hereof be taken or held to be a waiver of any other preceding or succeeding breach of any term or provision of this Agreement. No extension of time for the performance of any obligation or act shall be deemed to be an extension of time for the performance of any other obligation or act hereunder. |
14. | Completeness and Modification. This Agreement constitutes the entire understanding between the parties hereto superseding all prior and contemporaneous agreements or understandings among the parties hereto concerning the Employment Agreement. This Agreement may be amended, modified, superseded, or canceled, and any of the terms, covenants, representations, warranties, or conditions hereof may be waived, only by a written instrument executed by the parties or, in the case of a waiver, by the party to be charged. | |
15. | Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute but one agreement. | |
16. | Binding Effect/Assignment. This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement shall not be assignable by the Employee but shall be assignable by the Company in connection with the sale, transfer, or other disposition of its business or to any of the Company’s affiliates controlled by or under common control with the Company. | |
17. | Governing Law. This Agreement shall become valid when executed and accepted by Company. The parties agree that it shall be deemed made and entered into in the State of Florida and shall be governed and construed under and in accordance with the laws of the State of Florida. Anything in this Agreement to the contrary notwithstanding, the Employee shall conduct the Employee’s business in a lawful manner and faithfully comply with applicable laws or regulations of the state, city, or other political subdivision in which the Employee is located. | |
18. | Further Assurances. All parties hereto shall execute and deliver such other instruments and do such other acts as may be necessary to carry out the intent and purposes of this Agreement. | |
19. | Headings. The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. | |
20. | Survival. Any termination of this Agreement shall not, however, affect the ongoing provisions of this Agreement which shall survive such termination in accordance with their terms. | |
21. | Severability. The invalidity or unenforceability, in whole or in part, of any covenant, promise or undertaking, or any section, subsection, paragraph, sentence, clause, phrase, or word or of any provision of this Agreement shall not affect the validity or enforceability of the remaining portions thereof. | |
22. | Enforcement. Should it become necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, the successful party will be awarded reasonable attorney’s fees at all trial and appellate levels, expenses, and costs. | |
23. | Venue. The Company and the Executive acknowledge and agree that the 15th Judicial Circuit of Florida shall be the venue and exclusive proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this Agreement and the parties further agree that, in the event of litigation arising out of or in connection with this Agreement in these courts, they will not contest or challenge the jurisdiction or venue of these courts. | |
24. | Construction. This Agreement shall be construed within the fair meaning of each of its terms and not against the party drafting the document. |
25. | Superseding Agreement. This Agreement supersedes all prior or contemporaneous agreements, whether written or oral, and constitutes the entire understanding between the parties. Any changes to this Agreement must be in writing and signed by both parties. If there is any conflict between this Agreement and any other document or agreement related to the subject matter, this Agreement shall prevail. | |
26. | Approval of Named Officers. Notwithstanding any provision to the contrary, any compensation, incentive, or benefit arrangement for Named Officers of the company shall be deemed effective only upon the express approval of the Board of Directors, following a recommendation from the Compensation Committee. |
IN WITNESS WHEREOF, the parties have executed this Agreement as of date set forth in the first paragraph of this Agreement.
THE COMPANY | ||
JUPITER WELLNESS, INC. | ||
By: | /s/ | |
Brian John, CEO | ||
THE EMPLOYEE | ||
/s/ |
APPENDIX
A
EQUITY COMPENSATION DETAILS
This appendix contains additional information about the Employee’s compensation through the issuance of either stock options or restricted stock. Please refer to this appendix for a detailed description of the grant date, vesting schedule, and strike price for these equity awards.
Jupiter Wellness, Inc. hereby grants the Employee stock options to purchase up to 100,000 shares of our common stock (the “Stock Options”). These Stock Options are subject to the terms and conditions set forth in the Company’s 2022 Omnibus Equity Incentive Plan (the “Plan”).
Covered Shares: | 100,000 shares of common stock, par value $0.001 per share. | |
Date of Grant: | The “Date of Grant” for the Stock Options is July 10th, 2023. | |
Exercise Price: | The purchase price for these shares will be the closing market price of the Company’s stock on the Date of Grant. | |
Vesting Schedule: | You may exercise your Stock Options after they become “vested.” Vesting is subject to continued employment with Jupiter Wellness, Inc. after the Date of the Grant. |
Vesting Date | Number of Purchasable Shares | Total Number of Purchasable Shares | ||
July 10, 2023 | 8337 | 8337 | ||
October 10, 2023 | 8333 | 16670 | ||
January 10, 2024 | 8333 | 25003 | ||
April 10, 2024 | 8333 | 33336 | ||
July 10, 2024 | 8333 | 41669 | ||
October 10, 2024 | 8333 | 50002 | ||
January 10, 2025 | 8333 | 58335 | ||
April 10, 2025 | 8333 | 66668 | ||
July 10, 2025 | 8333 | 75001 | ||
October 10, 2025 | 8333 | 83334 | ||
January 10, 2026 | 8333 | 91667 | ||
April 10, 2026 | 8333 | 100000 |
Termination: | Subject to the terms of the Plan, the vested portion of the Stock Options will remain exercisable for 90 days after the date of employment termination. | |
ISOs: | These Stock Options are “incentive stock options” under federal tax laws. | |
Expiration Date: | If not previously exercised or forfeited, the Stock Options expire on July 10th, 2028. |
Exhibit 10.2
JUPITER
WELLNESS, INC
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 10th, 2023, (the “Effective Date”), between Jupiter Wellness Inc., a Delaware corporation, whose principal place of business is 1061 E Indiantown Rd, Suite 110, Jupiter, FL 33477 (the “Company”, or “Employer”) and Josh Wagner, an individual whose mailing address is 210 Parkside Ln., Oswego, IL 60543 (the “Employee”).
RECITALS
WHEREAS, the Company desires to employ the Employee and the Employee desires to be employed by the Company and to enter into a formal employment agreement for the benefit and protection of all parties.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the Employee do hereby agree as follows:
1. | Recitals. The above recitals are true, and correct, and are herein incorporated by reference. | |
2. | Employment. The Company hereby employs the Employee, and the Employee hereby accepts employment, upon the terms and conditions hereinafter set forth. | |
3. | Duties and Responsibilities. During the term of this Agreement, the Employee shall serve as Chief Revenue Officer of the Company. The Employee shall report to the CEO. | |
4. | Term. The term of employment hereunder will commence on July 10th, 2023, and continue for a period of two (2) years, which shall auto-renew for successive one (1) year periods unless terminated in accordance herewith (collectively the “Term”). | |
5. | Compensation and Benefits. |
a. | Salary. During the Term of this Agreement, the Employee shall be paid an initial base salary (the “Base Salary”) paid twice monthly, at an annualized rate of One Hundred Fifty Thousand dollars ($150,000). | ||
b. | Bonus. The Company shall pay the Employee an annual bonus (the “Bonus”) based on targets (the “Bonus Targets”) set forth below and established by mutual agreement. The Bonus amount shall be set as To Be Determined. Upon each subsequent year’s anniversary of employment, new Bonus Targets shall be established. |
i. | Bonus Targets. To Be Determined |
c. | Pay Increase. The Employee’s base salary may be increased at any time, at the Company’s sole discretion, based on the Employee’s performance, contributions to the Company, and other factors deemed relevant by the Employer. Any such increase shall be communicated to the Employee in writing and shall take effect on a date determined by the Employer. |
d. | Cost of Living Adjustment. The Employee’s base salary shall be subject to an annual Cost of Living Adjustment (the “COLA”) based on the Consumer Price Index (CPI) for All Urban Consumers (CPI-U) for the previous year. The COLA shall be calculated as a percentage increase and shall take effect on the first day of each calendar year. | ||
e. | Stock Options. Under this Agreement, the Employee’s compensation may include either stock options or restricted stock. Specific details about the issuance of these equity awards, such as the grant date, vesting schedule, and strike price, will be available in Appendix A. Please refer to this appendix and the 2022 Omnibus Equity Incentive Plan for more information. | ||
f. | Benefits. Upon signing this Agreement, the Employee becomes eligible for mandatory employee benefits required by law and other benefits the Company may offer. Benefits may include health, life, and disability insurance coverage, a 401(k) plan, and an Employee Stock Ownership Plan. The Company can update or modify its offerings at any time, and the Employee will be notified of any changes. For more information, refer to the Jupiter Wellness Employee Handbook. | ||
g. | Vacation. The Company offers its employees two different time-off plans: Paid Time Off (PTO) and Responsible Time Off (RTO). The RTO plan is offered to benefit-eligible exempt employees in the United States, while the accrued PTO plan is offered to non-exempt (hourly) employees in the United States. Please refer to the Jupiter Wellness Employee Handbook for specific details on each plan, including eligibility criteria and accrual rates. We are committed to providing our employees with comprehensive and competitive benefits packages, including generous time off policies, to support their well-being and work-life balance. | ||
h. | Holidays. The Company shall provide the Employee with a certain number of paid holidays each calendar year, as determined by the U.S. federal holidays designated by Congress. While the specific observance dates may change from year to year, all Federal bank and market holidays shall be observed by the Company as paid vacation days. | ||
i. | Business Expense Reimbursement. During the term of employment, the Employee shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred by the Employee (in accordance with the policies and procedures established by the Company for its employees) in performing services hereunder, provided the Employee properly accounts therefor. | ||
j. | Cell Phone Usage Reimbursement. The Employee will receive a $125 monthly stipend for business use of their personal cell phone. The stipend doesn’t cover the device cost or the full monthly bill. To qualify, the Employee must agree to the Bring Your Own Device Policy. This policy covers data protection, security, and acceptable use. By accepting the stipend, the Employee agrees to comply with the policy and use their phone in line with company standards. |
6. | Consequences of Termination of Employment. |
a. | Death. This Agreement and the Employee’s employment hereunder shall be terminated by the death of the Employee and all vested but unexercised Options shall remain exercisable by the Employee’s designated beneficiary, or, in the absence of such designation, to the estate or other legal representative of the Employee, through the term of such Option. |
b. | Disability. In the event of the Employee’s disability, as hereinafter defined, the Employee shall be entitled to compensation in accordance with the Company’s disability compensation practice for Employees. | ||
c. | Termination by the Company for Cause. |
i. | Nothing herein shall prevent the Company from terminating Employment for “Cause,” as hereinafter defined. The Employee shall continue to receive the Base Salary through the date of such termination and any vested Stock Options shall remain exercisable pursuant to the terms of such grants. | ||
ii. | “Cause” shall mean and include those actions or events specified below in subsections (A) through (D) to the extent the same occur, or the events constituting the same take place, subsequent to the date of execution of this Agreement: (A) committing or participating in an injurious act of, gross neglect or embezzlement against the Company; (B) committing or participating in any other injurious act or omission wantonly, willfully, recklessly or in a manner which was grossly negligent against the Company, monetarily or otherwise; (C) engaging in a criminal enterprise involving moral turpitude; or (D) the Employee being charged with or a conviction of an act or acts constituting a felony under the laws of the United States or any state thereof. Any other termination shall be deemed a termination “Other than for Cause.” |
d. | Termination by the Company Other than for Cause. The foregoing notwithstanding, the Company may terminate the Employee’s employment for whatever reason it deems appropriate: On the date of termination, the Employee’s unexercised vested Stock Options shall remain exercisable by the Employee through the term of such Options. On the date of termination, the Company shall pay to Employee the following benefits at the times specified below: (A) all Earned Compensation (to be paid on the date of termination), (B) an amount equal to all accrued and unpaid annual incentive bonuses relating to any prior years, if any, at the time of Employee’s termination of employment, (C) all Reimbursable Expenses, and, (D) a pro-rata portion of any annual incentive bonus becoming earned on performance for the fiscal year in which the date of termination occurs. | ||
e. | Voluntary Termination. In the event, the Employee terminates the Employee’s employment of the Employee’s own volition, on the date of termination the Employee’s unexercised vested Stock Options shall remain exercisable by the Employee through the term of such Options. |
7. | Restrictive Covenant and Non-Disclosure of Information. |
a. | Restrictive Covenant. The Employee acknowledges and recognizes the highly competitive nature of the Company’s business and the goodwill, continued patronage, and specifically the names and addresses of the Company’s Clients (as hereinafter defined) constitute a substantial asset of the Company having been acquired through considerable time, money, and effort. Accordingly, in consideration of the execution of this Agreement, in the event the Employee’s employment is terminated by reason of disability pursuant to Section 6(b) or for Cause pursuant to Section 6(c) or if the Employee voluntarily terminates this Agreement pursuant to Section 6(e), then the Employee agrees that during the Restricted Period and within the Restricted Area, the Employee will not, directly or indirectly, solicit, induce or influence any of the Company’s Clients which have a business relationship with the Company at the time during the Restricted Period to discontinue or reduce the extent of such relationship with the Company and shall not solicit any current employee of the Company to offer them employment away from the Company. | ||
b. | Non-Disclosure of Information. In the event Employee’s employment has been terminated, Employee agrees that, during the Restricted Period, Employee will not knowingly use or disclose any Proprietary Information of the Company for the Employee’s own purposes or for the benefit of any entity engaged in Competitive Business Activities. As used herein, the term “Proprietary Information” shall mean trade secrets or confidential proprietary information of the Company which are material to the conduct of the business of the Company. No information can be considered Proprietary Information unless the same is a unique process or method material to the conduct of the Company’s business, or is a customer list or similar list of persons engaged in business activities with the Company, or if the same is otherwise in the public domain or is required to be disclosed by order of any court or by reason of any statute, law, rule, regulation, ordinance or other governmental requirements. Employee further agrees that in the event his employment is terminated all Documents in his possession at the time of his termination shall be returned to the Company at the Company’s principal place of business. | ||
c. | Documents. “Documents” shall mean all original written, recorded, or graphic matters whatsoever, and any and all copies thereof, including, but not limited to: papers; books; records; tangible things; correspondence; communications; telex messages; memoranda; work papers; reports; affidavits; statements; summaries; analyses; evaluations; client records and information; agreements; agendas; advertisements; instructions; charges; manuals; brochures; publications; directories; industry lists; schedules; price lists; client lists; statistical records; training manuals; computer printouts; books of account, records and invoices reflecting business operations; all things similar to any of the foregoing however denominated. In all cases where originals are not available, the term “Documents” shall also mean identical copies of original documents or non-identical copies thereof. | ||
d. | Company’s Clients. The “Company’s Clients” shall be deemed to be any partnerships, corporations, professional associations or other business organizations with whom the Company has conducted business. | ||
e. | Restrictive Period. The “Restrictive Period” shall be deemed to be five (5) years following termination of the Employee’s employment with the Company. |
f. | Restricted Area. The “Restricted Area” shall be within a three hundred (300) mile radius of the Company’s principal office at the time of termination. | ||
g. | Competitive Business Activities. The term “Competitive Business Activities” as used herein shall be deemed to mean the business of the Company at the time of termination. | ||
h. | Covenants as Essential Elements of this Agreement. It is understood by and between the parties hereto that the foregoing covenants contained in Sections 7(a) and (b) are essential elements of this Agreement, and that but for the agreement by the Employee to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by the Employee shall be construed to be agreements independent of any other provisions of this Agreement. The existence of any other claim or cause of action, whether predicated on any other provision in this Agreement, or otherwise, because of the relationship between the parties shall not constitute a defense to the enforcement of such covenants against the Employee. | ||
i. | Survival After Termination of Agreement. Notwithstanding anything to the contrary contained in this Agreement, the covenants in Sections 7(a) and (b) shall survive the termination of this Agreement and the Employee’s employment with the Company. | ||
j. | Remedies. |
i. | The Employee acknowledges and agrees that the Company’s remedy at law for a breach or threatened breach of any of the provisions of Section 7(a) or (b) herein would be inadequate and a breach thereof will cause irreparable harm to the Company. In recognition of this fact, in the event of a breach by the Employee of any of the provisions of Section 7(a) or (b), the Employee agrees that, in addition to any remedy at law available to the Company, including, but not limited to monetary damages, all rights of the Employee to payment or otherwise under this Agreement and all amounts then or thereafter due to the Employee from the Company under this Agreement may be terminated and the Company, without posting any bond, shall be entitled to obtain, and the Employee agrees not to oppose the Company’s request for equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to the Company. | ||
ii. | The Employee acknowledges that the granting of a temporary injunction, temporary restraining order, or permanent injunction merely prohibiting the use of Proprietary Information would not be an adequate remedy upon breach or threatened breach of Section 7(a) or (b) and consequently agrees, upon proof of any such breach, to the granting of injunctive relief prohibiting any form of competition with the Company. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach. |
8. | Indemnification. The Employee shall continue to be covered by the Certificate of Incorporation and/or the Bylaws of the Company with respect to matters occurring on or prior to the date of termination of the Employee’s employment with the Company, subject to all the provisions of Delaware and Federal law and the Certificate of Incorporation and Bylaws of the Company then in effect. Such reasonable expenses, including attorneys’ fees, that may be covered by the Certificate of Incorporation and/or Bylaws of the Company shall be paid by the Company on a current basis in accordance with such provision, the Company’s Certificate of Incorporation, and Delaware law. To the extent that any such payments by the Company pursuant to the Company’s Certificate of Incorporation and/or Bylaws may be subject to repayment by the Employee pursuant to the provisions of the Company’s Certificate of Incorporation or Bylaws, or pursuant to Delaware or Federal law, such repayment shall be due and payable by the Employee to the Company within three (3) months after the termination of all proceedings, if any, which relate to such repayment and to the Company’s affairs for the period prior to the date of termination of the Employee’s employment with the Company and as to which Employee has been covered by such applicable provisions. | |
9. | Background. Jupiter Wellness understands the importance of creating a safe and secure work environment for all employees. As such, the Company reserves the right to conduct background investigations and/or reference checks on all potential employees. Please note that any job offer extended by the Company is contingent upon the successful completion of such checks. | |
10. | Policies. Jupiter Wellness employees are expected to follow the company’s rules and standards to create a safe and respectful workplace for everyone. To ensure compliance with these standards, employees will receive a copy of the Jupiter Wellness Employee Handbook, along with other relevant company policies, such as Regulation FD and Insider Trading Policies. The employee acknowledges that the terms of this contract are subject to and incorporate the policies and procedures set forth in the company’s employee handbook and any other applicable policies, which the employee agrees to review and abide by. The contract will not become effective until the employee signs and acknowledges receipt of the employee handbook and any other applicable policies. | |
11. | Withholding. Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Employee or the Employee’s estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, the Company may accept other arrangements pursuant to which it is satisfied that such tax and other payroll obligations will be satisfied in a manner complying with applicable law or regulation. | |
12. | Notices. Any notice required or permitted to be given under the terms of this Agreement shall be sufficient if in writing and if sent postage prepaid by registered or certified mail, return receipt requested; by overnight delivery; by courier; or by confirmed telecopy, in the case of the Employee to the Employee’s last place of business or residence as shown on the records of the Company, or in the case of the Company to its principal office as set forth in the first paragraph of this Agreement, or at such other place as it may designate. | |
13. | Waiver. Unless agreed in writing, the failure of either party, at any time, to require performance by the other of any provisions hereunder shall not affect its right thereafter to enforce the same, nor shall a waiver by either party of any breach of any provision hereof be taken or held to be a waiver of any other preceding or succeeding breach of any term or provision of this Agreement. No extension of time for the performance of any obligation or act shall be deemed to be an extension of time for the performance of any other obligation or act hereunder. |
14. | Completeness and Modification. This Agreement constitutes the entire understanding between the parties hereto superseding all prior and contemporaneous agreements or understandings among the parties hereto concerning the Employment Agreement. This Agreement may be amended, modified, superseded, or canceled, and any of the terms, covenants, representations, warranties, or conditions hereof may be waived, only by a written instrument executed by the parties or, in the case of a waiver, by the party to be charged. | |
15. | Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute but one agreement. | |
16. | Binding Effect/Assignment. This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors, and assigns. This Agreement shall not be assignable by the Employee but shall be assignable by the Company in connection with the sale, transfer, or other disposition of its business or to any of the Company’s affiliates controlled by or under common control with the Company. | |
17. | Governing Law. This Agreement shall become valid when executed and accepted by Company. The parties agree that it shall be deemed made and entered into in the State of Florida and shall be governed and construed under and in accordance with the laws of the State of Florida. Anything in this Agreement to the contrary notwithstanding, the Employee shall conduct the Employee’s business in a lawful manner and faithfully comply with applicable laws or regulations of the state, city, or other political subdivision in which the Employee is located. | |
18. | Further Assurances. All parties hereto shall execute and deliver such other instruments and do such other acts as may be necessary to carry out the intent and purposes of this Agreement. | |
19. | Headings. The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. | |
20. | Survival. Any termination of this Agreement shall not, however, affect the ongoing provisions of this Agreement which shall survive such termination in accordance with their terms. | |
21. | Severability. The invalidity or unenforceability, in whole or in part, of any covenant, promise or undertaking, or any section, subsection, paragraph, sentence, clause, phrase, or word or of any provision of this Agreement shall not affect the validity or enforceability of the remaining portions thereof. | |
22. | Enforcement. Should it become necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, the successful party will be awarded reasonable attorney’s fees at all trial and appellate levels, expenses, and costs. | |
23. | Venue. The Company and the Executive acknowledge and agree that the 15th Judicial Circuit of Florida shall be the venue and exclusive proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this Agreement and the parties further agree that, in the event of litigation arising out of or in connection with this Agreement in these courts, they will not contest or challenge the jurisdiction or venue of these courts. | |
24. | Construction. This Agreement shall be construed within the fair meaning of each of its terms and not against the party drafting the document. |
25. | Superseding Agreement. This Agreement supersedes all prior or contemporaneous agreements, whether written or oral, and constitutes the entire understanding between the parties. Any changes to this Agreement must be in writing and signed by both parties. If there is any conflict between this Agreement and any other document or agreement related to the subject matter, this Agreement shall prevail. | |
26. | Approval of Named Officers. Notwithstanding any provision to the contrary, any compensation, incentive, or benefit arrangement for Named Officers of the company shall be deemed effective only upon the express approval of the Board of Directors, following a recommendation from the Compensation Committee. |
IN WITNESS WHEREOF, the parties have executed this Agreement as of date set forth in the first paragraph of this Agreement.
THE COMPANY | ||
JUPITER WELLNESS, INC. | ||
By: | /s/ | |
Brian John, CEO | ||
THE EMPLOYEE | ||
/s/ |
APPENDIX
A
EQUITY COMPENSATION DETAILS
This appendix contains additional information about the Employee’s compensation through the issuance of either stock options or restricted stock. Please refer to this appendix for a detailed description of the grant date, vesting schedule, and strike price for these equity awards.
Jupiter Wellness, Inc. hereby grants the Employee stock options to purchase up to 100,000 shares of our common stock (the “Stock Options”). These Stock Options are subject to the terms and conditions set forth in the Company’s 2022 Omnibus Equity Incentive Plan (the “Plan”).
Covered Shares: | 100,000 shares of common stock, par value $0.001 per share. | |
Date of Grant: | The “Date of Grant” for the Stock Options is July 10th, 2023. | |
Exercise Price: | The purchase price for these shares will be the closing market price of the Company’s stock on the Date of Grant. | |
Vesting Schedule: | You may exercise your Stock Options after they become “vested.” Vesting is subject to continued employment with Jupiter Wellness, Inc. after the Date of the Grant. |
Vesting Date | Number of Purchasable Shares | Total Number of Purchasable Shares | ||
July 10, 2023 | 8337 | 8337 | ||
October 10, 2023 | 8333 | 16670 | ||
January 10, 2024 | 8333 | 25003 | ||
April 10, 2024 | 8333 | 33336 | ||
July 10, 2024 | 8333 | 41669 | ||
October 10, 2024 | 8333 | 50002 | ||
January 10, 2025 | 8333 | 58335 | ||
April 10, 2025 | 8333 | 66668 | ||
July 10, 2025 | 8333 | 75001 | ||
October 10, 2025 | 8333 | 83334 | ||
January 10, 2026 | 8333 | 91667 | ||
April 10, 2026 | 8333 | 100000 |
Termination: | Subject to the terms of the Plan, the vested portion of the Stock Options will remain exercisable for 90 days after the date of employment termination. | |
ISOs: | These Stock Options are “incentive stock options” under federal tax laws. | |
Expiration Date: | If not previously exercised or forfeited, the Stock Options expire on July 10th, 2028. |
Exhibit 99.1
Key GBB Drink Lab Executives to Join Jupiter Wellness’ C-Suite. Josh Wagner and David Sandler Will Bring Their Experience and Knowledge to Jupiter Wellness as it Deploys a Multi-Channel Strategy to Bring Safety Shot to Market
JUPITER, FL – July 11, 2023 — Jupiter Wellness, Inc. (Nasdaq: JUPW), a diversified company that supports health and wellness, today announced that along with the Asset Purchase Agreement for the Company’s purchased patents and provisional patents, two GBB Drink Lab executives will join Jupiter Wellness’ C-suite: Josh Wagner and David Sandler.
Josh Wagner, will serve as Jupiter Wellness’ Chief Revenue Officer. Josh is the former U.S. Director of Sales for Anheuser Busch, leading a $12 billion business with a 72 person sales team to their best performance since 2009. Josh created and launched multiple innovative brands from scratch to shelf.
David Sandler, will serve as the Company’s Chief Operating Officer. With more than 30 years experience in the nutrition and health industry, David is the former COO and CSO of several supplement brands that exceeded $75 million in revenue. With a focus on EBIDTA and bottom-line profits, David is one of the industry’s top R&D experts and a leader in creating best in class products from ideation and concept to full commercialization.
“We welcome Josh and David on board as we prepare to aggressively launch a product that has shown great early results. We have also had a few people that reported feeling more clear-minded and focused after consuming 4oz of the drink without the presence of alcohol. I look forward to performing more trials on the drink to show its true potential Jupiter Wellness CEO Brian John stated.
“In my 30 years in the industry, this is the biggest disruption to hit the drink market. Once in a while a true unicorn comes along that not only defines but recreates a new standard for a category, and this is it. Until now, nobody has been able to improve function, improve sobriety, improve BAC, reduce hangovers and help people feel better faster from the effects of alcohol. Safety Shot simply changes the game completely.” COO David Sadler Stated.
The global hangover cure products market size is expected to reach USD 4.67 billion by 2028, according to a new report by Grand View Research, Inc. It is expected to expand at a CAGR of 14.6% from 2021 to 2028.
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GBB Drink Lab started with a vision of making a positive impact by offering practical, evidence-based solutions to reducing Blood Alcohol Content. The company’s product has been meticulously crafted to optimize your ability to sober up enabling you to escape an inebriated state. GBB Drink Lab’s leadership team includes accomplished serial entrepreneurs, a former senior executive from one of the world’s largest beverage companies, and an industry-leading expert in flavoring science and product formulation.
Jupiter Wellness, Inc., a wellness company, engages in the research and development of over-the-counter products and intellectual property. Its products pipeline includes Photocil to address psoriasis and vitiligo; JW-700 to treat hair loss; JW-500 for women’s sexual wellness; NoStingz, a jellyfish sting prevention sunscreen; and JW-110 for the treatment of atopic dermatitis/eczema. The company primarily sells its products through third-party physical retail stores and partners. The company was formerly known as CBD Brands, Inc. Jupiter Wellness, Inc. was incorporated in 2018 and is headquartered in Jupiter, Florida.
Forward Looking Statements
This communication contains forward-looking statements regarding Jupiter Wellness, including, the anticipated timing of studies and the results and benefits thereof. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are based on each of the Company’s current plans, objectives, estimates, expectations, and intentions and inherently involve significant risks and uncertainties, many of which are beyond Jupiter Wellness’ control. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties and other risks and uncertainties affecting Jupiter Wellness and, including those described from time to time under the caption “Risk Factors” and elsewhere in Jupiter Wellness’ Securities and Exchange Commission (SEC) filings and reports, including Jupiter Wellness’ Annual Report on Form 10-K for the year ended December 31, 2023 and future filings and reports by Jupiter Wellness. Moreover, other risks and uncertainties of which the combined company is not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Investors are cautioned that forward-looking statements are not guarantees of future performance. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events at such dates, even if they are subsequently made available by Jupiter Wellness on its website or otherwise. Jupiter Wellness undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
Jupiter Wellness Media Contact:
Phone: 561-244-7100
Email: info@JupiterWellness.com
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