Bonk, Inc 8-K, filed Jul 29, 2022
Bonk, Inc. (BNKK)
About this 8-K
Bonk, Inc filed this 8-K on July 29, 2022, reporting on events of July 20, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
(The Nasdaq Capital Market) | ||||
(The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
As previously reported by Jupiter Wellness, Inc. (the “Company”) in a Current Report on Form 8-K filed on July 5, 2022, the Company received a letter from Nasdaq (the “Letter”) on June 28th stating that, because the Company made certain share issuances outside of a shareholder approved equity compensation plan, Nasdaq had determined that the Company did not comply with 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.
On July 26, 2022 , the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions: (1) on July 20, 2022, the Company’s four executive officers (Messrs. John, Miller, and McKinnon and Dr. Wilson), all of whom are on the Company’s Board of Directors except for Mr. McKinnon, each cancelled 2,750 options issued to them in August 2021 pursuant to an Incentive Stock Option Forfeiture Agreement. The cancellation of the 11,000 options in total enabled the issuance of 11,000 shares to a non-executive employee that took place in 2021 to be reallocated to be accounted for as if it was originally issued under the 2020 Equity Incentive Plan. The Company’s Board of Directors passed a resolution on July 25, 2022 making the corresponding change to the Company’s books and records with regard to the 11,000 shares; and (2) on July 26, 2022, the same four executive officers, returned, and the Company cancelled, a total of 56,496 shares of common stock issued to them in 2021 outside of a shareholder approved equity compensation plan.
The above description of the Incentive Stock Option Forfeiture Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Incentive Stock Option Forfeiture Agreement filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibits
| Exhibit No. | Description | |
| 99.1 | Form of Incentive Stock Option Forfeiture Agreement | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
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 29, 2022
| JUPITER WELLNESS, INC. | ||
| By: | /s/ Brian John | |
| Brian John | ||
| Chief Executive Officer | ||
Exhibit 99.1
AGREEMENT TO FORFEIT INCENTIVE STOCK OPTIONS
This Incentive Stock Option Forfeiture Agreement (this “Agreement”) is made by and between Jupiter Wellness, Inc., a Delaware corporation (the “Company”), and undersigned individuals (the “Participants”) whose names are set forth on the signature page attached here to (the “Signature Page”), effective as of the date set forth on the Signature Page as the “Date of Forfeiture”. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to those terms in the Plan.
RECITALS
WHEREAS, the Company has adopted, and its stockholders have ratified the 2020 Equity Incentive Plan (the “Plan”), under which the Company is permitted to grant equity-based incentive awards to officers, directors, consultants and others;
WHEREAS, one of the forms of equity based compensation awards that may be granted under the Plan is incentive stock options;
WHEREAS, pursuant to certain Incentive Stock Option Agreements entered into by and between the Company and the Participants under the Plan on the award date of 8/16/21, the Company granted the Participants the stated number of incentive stock options, of which the stated number of options were unexercised as of the Agreement Date:
| Name | Number of Stock Options | Unexercised Options On Agreement Date | ||
| Brain John | 155,444 | 155,444 | ||
| Richard Miller | 155,444 | 155,444 | ||
| Dr. Glynn Wilson | 155,444 | 155,444 | ||
| Douglas McKinnon | 155,444 | 155,444 |
WHEREAS, the Company’s Board of Directors has determined that it is in the best interest of the Company and its stockholders for the Participants to voluntarily surrender and cancel certain outstanding vested Options that the Participants presently holds, as identified on the Signature Page (the “Forfeited Options”), so that additional shares become available under the Plan which the Company may use for stock grants or stock options and other equity awards;
WHEREAS, the Participants and the Company recognize that making the Forfeited Options shares available for re-grant under the Plan is beneficial to the Company and its operations;
WHEREAS, the Participants wish to forfeit the Participants’ Forfeited Options, so as to make them available for further grants under the Plan, and the Company wishes to agree to such forfeiture;
WHEREAS, the Participants agree to surrender the Forfeited Options for cancellation without receiving any cash, equity awards or other consideration and without any expectation to receive, and without imposing any obligation on the Company to pay or grant, any cash, equity awards or other consideration presently or in the future in connection with the cancellation of such Forfeited Options; and
WHEREAS, the Company is relying on the Participants’ surrender and cancellation of the Forfeited Options in making administrative determinations regarding the Plan.
NOW, THEREFORE:
1. Surrender and Cancellation of Options. The Participants hereby surrender the Forfeited Options for cancellation, and the Company hereby accepts such surrender and cancellation, effective as of the Date of Forfeiture. By execution of this Agreement, the parties have taken all steps necessary to cancel the Forfeited Options. It is agreed by and between the Participants and the Company, that as of the date of the Agreement Date, all Forfeited Options previously granted to the Participant are forfeited, and the Participant shall have no further rights in such Forfeited Options.
2. No Expectation or Obligation. The Participants and the Company acknowledge and agree that the surrender and cancellation of the Forfeited Options described herein shall be without any expectation of the Participant to receive, and without imposing any obligation on the Company to pay or grant, any cash, equity awards or other consideration presently or in the future in connection with the surrender and cancellation of such Forfeited Options.
3. Miscellaneous.
(a) Reliance. The Participants acknowledges and agrees that the Company is relying on the provisions of Sections 1 and 2 herein in connection with the administration of the Plan including, without limitation, determinations regarding the nature of future grants thereunder.
(b) Successor and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.
(c) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to any choice of law principle that would dictate the application of the law of another jurisdiction.
(d) Counterparts. This Agreement may be executed in several counterparts and all documents so executed shall constitute one agreement, binding on each of the parties hereto, notwithstanding that both of the parties did not sign the original or the same counterparts.
(e) Headings. The headings of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
(f) Severability. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
(g) Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The Company and the Participant have made no promises, agreements, conditions, or understandings relating to this subject matter, either orally or in writing, that are not included in this Agreement.
[Signature page follows.]
IN WITNESS WHEREOF, the Employees have executed this Agreement, and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the date first set forth above.
Participants
| /s/ Brian John | |
| Brian John | |
| Dated: | |
| Forfeited Options | |
| Date of Grant: August 16, 2021 | |
| Number of Forfeited Options: 2,750 | |
| Exercise Price: $1.77 | |
| /s/ Richard Miller | |
| Richard Miller | |
| Dated: | |
| Forfeited Options | |
| Date of Grant: August 16, 2021 | |
| Number of Forfeited Options: 2,750 | |
| Exercise Price: $1.77 | |
| /s/ Glynn Wilson | |
| Dr. Glynn Wilson | |
| Dated: | |
| Forfeited Options | |
| Date of Grant: August 16, 2021 | |
| Number of Forfeited Options: 2,750 | |
| Exercise Price: $1.77 | |
| /s/ Douglas McKinnon | |
| Douglas McKinnon | |
| Dated: | |
| Forfeited Options | |
| Date of Grant: August 16, 2021 | |
| Number of Forfeited Options: 2,750 | |
| Exercise Price: $1.77 |
Company
| Jupiter Wellness, Inc. | ||
| By: | /s/ Brian John | |
| Brian John | ||
| Title: | CEO | |
| Dated: | ||