Exhibit 10.1
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.
The information set forth in Item 5.02 above is incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 17, 2023, the board of directors (the “Board”) of Jupiter Wellness, Inc. (the “Company”) appointed of John Gulyas as a member of the Board.
John Gulyas, Director, has owned and operated multiple franchise brands over the last 13 years. Since 2015 John has been the owner and the CEO of 2v consulting LLC. Since February 2020 John has been working as the Founder and President of GBB Drink Lab, who is the world’s first rapid blood alcohol detoxification drink and which was recently acquired by the Company. From October 2018 to September 2021, John worked as a vice president of franchise development at Vio Med Spa. He worked as site development coordinator at European Wax Center from June 2007 to March 2017.
In connection with his employment as the Director, the Company entered into an employment agreement with John (the “Agreement”). Pursuant to the John Agreement, John is entitled to:
| ● | Compensation: $25,000 per-annum. | |
| ● | Stock Options: option to purchase 50,000 shares of common stock for each year he serves as a member of the Board, with an exercise price of the current market price of the Company’s common stock at time of issuance. The options shall expire 3 years after the date of issuance and shall be subject to the terms and conditions of the stock award agreement to be entered into by and between the Company and John. |
The foregoing description of each of the Agreement does not purport to be complete and is qualified in its entirety by the text of the Agreement which is filed as Exhibit 10.1, and is 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 8.01 Other Events
A copy of press release announcing the Company entering into the Agreement, 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 18, 2023, by and between the Company and John Gulyas | |
| 99.1 | Press Release dated July 20, 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 20, 2023
| JUPITER WELLNESS, INC. | ||
| By: | /s/ Brian John | |
| Brian John | ||
| Chief Executive Officer | ||
Exhibit 10.1
Exhibit 99.1
GBB Drink Lab Founder & President John Gulyas and Beverage Industry Veteran Advisor Rich Pascucci Join Jupiter Wellness’ Boards
| ● | John Gulyas was the Founder and President of GBB Drink Lab, co-founder of Safety Shot, the world’s first rapid blood alcohol detoxification drink recently acquired by Jupiter Wellness | |
| ● | Rich Pascucci, a beverage industry innovator, has held leadership roles at Diageo, Red Bull, and Pabst Brewing and launched 13 brands |
JUPITER, FL – July 20, 2023 — Jupiter Wellness, Inc. (Nasdaq: JUPW), a diversified company that supports health and wellness, today announced the appointment of John Gulyas to its Board of Directors and Rich Pascucci to its Advisory Board. Both are formerly from GBB Drink Lab, creator of Safety Shot, the world’s first rapid blood alcohol detoxification drink recently acquired by Jupiter Wellness.
Currently, John is the CEO and founder of 2v consulting LLC. As a serial entrepreneur with multiple 7-figure exits, he has experience in industries ranging from cellular services to waste management to hospitality. John has owned and operated multiple franchise brands over the last 13 years. In addition to owning and operating franchise locations, he consults franchisors on how to successfully develop their brands. His most notable consultation work was with European Wax Center where he provided development consultation, as the brand grew from 4 to 640 locations. He is an investor in multiple franchise concepts and was the co-founder in Vio Med Spa a national franchise brand.
Rich Pascucci is an active advisor with a wealth of leadership experience in the beverage industry. He has held leadership roles at Diageo, Red Bull, and Pabst Brewing. Currently, he is the owner of Black Apple Group, LLC, where he specializes in insights, category development, integration, and planning. Over the past 27 months , as the Owner of Black Apple Group, Rich has exited or nationally partnered 13 brands and has an extensive network of distributors, strategics, VCs, and other industry stakeholders.
“I’m excited to guide Jupiter through the launch of Safety Shot which we believe is a once-in-a-century kind of functional beverage that can improve wellbeing and potentially reduce the various hazards of alcohol overconsumption,” John Gulyas stated.
“We are very pleased to have more of the stellar GBB Drink Lab team join Jupiter. John’s track record as a serial entrepreneur and innovator speaks for itself. With his passion, drive, and know-how in moving Safety Shot from concept to market launch, John is a huge asset for our Board,” stated Jupiter Wellness CEO Brian John. “Rich’s experience in building, launching, and leading beverage brands we believe will boost our successful market entry. Together, we expect to have one of the most successful and high-profile product launches in the history of the beverage industry.”
About Jupiter Wellness
Jupiter Wellness is a diversified company that supports health and wellness by researching and developing over-the-counter (OTC) products and intellectual property. The Company’s product pipeline addresses a range of conditions, including hair loss, psoriasis, and vitiligo. Revenue is generated through the sales of OTC and consumer products and licensing royalties.
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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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