Bonk, Inc 8-K, filed Jan 26, 2021
Bonk, Inc. (BNKK)
About this 8-K
Bonk, Inc filed this 8-K on January 26, 2021, reporting on events of January 20, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.01: Change in control
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 20, 2021
JUPITER WELLNESS, INC.
(Exact name of registrant as specified in charter)
| Delaware | 001-39569 | 83-2455880 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
725 N. Hwy A1A, Suite C-106 Jupiter, FL 33477
(Address of principal executive offices) (Zip Code)
(561) 244-7100
(Registrant’s telephone number, including area code)
Not Applicable
(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 | ||
| Common Stock | JUPW |
The Nasdaq Stock Market LLC (The Nasdaq Capital Market)
| ||
| Warrants, each exercisable for one share of Common Stock at $8.50 per share | JUPWW |
The Nasdaq Stock Market LLC (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 [X]
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 1.01 Entry into a Material Definitive Agreement.
On January 20, 2021, Jupiter Wellness, Inc. (the “Company”) and Ms. Nancy Torres Kaufman entered into an independent director’s agreement, pursuant to which Ms. Kaufman shall serve as a director and member of the audit committee of the Company (the “Kaufman Agreement”). Pursuant to the Kaufman Agreement, the Company shall pay to Ms. Kaufman as director’s fee of $20,000 per annum. Additionally, the Company shall issue to Ms. Kaufman an option to purchase 20,000 shares of Company common stock on the Kaufman Execution Date and for each additional year she serves as a director (the “Kaufman Options”). The Kaufman Options shall have a three (3) year term, an exercise price equal to the current market price of the Company’s common stock on the date of issuance, and shall be issued on each anniversary date of her election.
The foregoing description of the Kaufman Agreement is only a summary and is qualified in its entirety by reference to the full text of the Kaufman Agreement attached as Exhibit 10.1 hereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 is incorporated by reference herein.
On January 20, 2021, the Board of Directors (the “Board”) of the Company appointed Ms. Nancy Torres Kaufman as a director of the Company and member of the Board’s audit committee.
Ms. Kaufman is the Chairman and CEO of Beacon Capital LLC, a New York family office, recently relocated to Jupiter, Florida. Ms. Kaufman officially founded Beacon Capital as her family office and investment platform in 2010 with a focus on investing in life sciences businesses globally. In 2003, Nancy started a mortgage correspondent lending company called Wall St. Mortgage, a first and second lien corresponding lender and brokerage company which book and operations she sold to Countrywide in 2006. In 2004, she joined the investment banking boutique Violy & Co and focused increasingly on her first passion, life sciences. Nancy is a Cuban born and raised entrepreneur focused on bringing venture impact philanthropy into the life science and healthcare space. She left Cuba 1994 for the US unaccompanied as a 14-years old. In 1999, Nancy was awarded a full academic scholarship to the College of St. Elizabeth, consisting of an accelerated medical program with UMDNJ for a Bachelor of Science Major in Biology with a Chemistry minor. Nancy also entered the Women’s Leadership Program at Yale School of Management in 2020.
There are no family relationships between Ms. Torres Kaufman and any director or executive officer of the Company.
Item 7.01 Regulation FD Disclosure
On January 26, 2020, the Company issued the attached press release. A copy of the press release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
Exhibits
| Exhibit No. | Description | |
| 10.1 | Independent Director’s Agreement, dated January 20, 2021 | |
| 99 | Press Release, dated January 26, 2021 |
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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: January 26, 2021
| JUPITER WELLNESS, INC. | ||
| By: | /s/ Brian John | |
| Brian John | ||
| Chief Executive Officer | ||
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JUPITER WELLNESS, INC.
INDEPENDENT DIRECTOR’S AGREEMENT
THIS AGREEMENT (this “Agreement”) is made as of January 20, 2021 and is by and between Jupiter Wellness, Inc., a Delaware corporation (hereinafter referred to as the “Company”) and Nancy Torres Kaufman (hereinafter referred to as the “Director”).
BACKGROUND
The Board of Directors of the Company desires to appoint the Director to the Board of Directors of the Company and to have the Director perform the duties of an independent director and Audit Committee chairperson. The Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.
AGREEMENT
In consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:
1. DUTIES. The Company requires that the Director be available to perform the duties of an independent director customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law. The Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including duties as a member of board committees as the Director may hereafter be appointed to. The Company represents that the time required for Director to carry out his duties as described herein shall be approximately Ten (10) hours per month. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the Delaware General Corporation Act.
2. TERM. The term of this Agreement shall commence as of the date of the Director’s appointment by the board of directors of the Company (in the event the Director is appointed to fill a vacancy) or the date of the Director’s election by the stockholders of the Company and shall continue until the Director’s removal or resignation.
3. COMPENSATION. The Company will pay the Director a director’s fee of $20,000.00, per annum. The director’s fee for 2021 shall be paid upon the execution and delivery of this Agreement by the Director and the Company. For each year thereafter that the Director serves in the Company’s Board of Directors, the director’s fee shall be payable on the first day of each calendar year. This fee represents a retainer for services rendered as a member of the Company’s Board of Directors, and is in addition to any fees to which the Director may be entitled under guidelines and rules established by the Company from time to time for compensating nonemployee directors for serving on, and attending meetings of, committees of its Board of Directors and the board of directors of its subsidiaries. In addition to the foregoing, the Director will be granted options (the “Options”) to purchase 20,000 shares of common stock (the “Common
Stock”) each year of the term hereof. The Options shall be issued pursuant to the Company’s Equity Incentive Plan (the “EIP”). The Option exercise price will be at 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. The stock option grant shall be evidenced by a stock option agreement (the “Stock Option Agreement”) and the options will be subject to the terms and conditions of such Stock Option Agreement and the EIP.
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4. EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre-approved reasonable business related expenses incurred in good faith in the performance of the Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.
5. CONFIDENTIALITY. The Company and the Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). The Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.
6. NON-COMPETE. During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than (x) five percent (5%) of the outstanding securities of any person or entity which is listed on any national securities exchange or regularly traded in the over-the-counter market or (y) three percent of the outstanding securities of any other person or entity, in each case, notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business; provided further, however, that none of the Director’s duties or responsibilities as an officer and director of Beacon Pharmaceutical Jupiter, or any of its affiliates shall constitute competition with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates.
7. TERMINATION. With or without cause, the Company and the Director may each terminate this Agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted here from shall prevent the stockholder(s) of the Company from removing the Director with immediate effect at any time for any reason.
8. INDEMNIFICATION. The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of the State of Delaware, and as provided by, or granted pursuant to, any charter provision, bylaw provision, agreement (including, without limitation, the Indemnification Agreement executed herewith), vote of stockholders or disinterested directors or otherwise, both as to action in the Director’s official capacity and as to action in another capacity while holding such office. The Company and the Director are executing the Indemnification Agreement in the form attached hereto as Exhibit A.
The Company represents and warrants that it currently maintains a policy of Directors & Officers insurance that will cover the Director for all acts within the coarse and scope of his duties as a director of the Company. Further, the Company covenants that it will maintain a policy of Directors & Officers insurance with the broadest available coverage covering Director, without set-off for any amounts paid for the errors or omissions of other directors or officers for so long as the Director continues to act in such capacity.
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9. EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.
10. NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission.
11. GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Delaware.
12. ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written consent of the Company.
13. MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.
14. ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.
16. ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Independent Director’s Contract to be duly executed and signed as of the day and year first above written.
| JUPITER WELLNESS, INC. | ||
BY:  |
||
| Name: Brian S John | ||
| Title: CEO | ||
| INDEPENDENT DIRECTOR | ||
BY:  |
||
| Name: Nancy Torres Kaufman | ||
| Address: 2000 PGA Boulevard, Suite 4440 | ||
| Palm Beach Garden, Fl 33408 |
Jupiter Wellness Appoints Nancy Torres Kaufman to its Board of Directors
Life sciences investor and founder of Beacon Capital focused on identifying strong management teams with breakthrough technologies.
Jupiter, FL – Accesswire - January 26, 2021 - Jupiter Wellness, Inc. (Nasdaq: JUPW), a leading developer of cannabidiol (CBD) based medical therapeutics and wellness products, today announced that Nancy Torres Kaufman has joined its board of directors.
Ms. Torres Kaufman is Founder, Chairman, and CEO of Beacon Capital, a family office an investment and advisory firm focused in the therapeutic space. She leads the firm in identifying, investing in, and working with strong management teams with excellent track records and the knowledge and drive to develop life science breakthroughs. Since 2010, Ms. Kaufman and her firm have guided 39 early-to-late-stage life sciences companies which received $1.5 billion via the principal and or advisory activities of Beacon Capital and affiliated families. Many of these companies have flourished as private and public companies, while others were acquired by big pharma.
Based in Jupiter, Florida Ms. Kaufman and Beacon Capital are developing the Beacon Pharmaceutical Jupiter venture, a Life Sciences Accelerator LEED super smart facility comprised of state-of-the-art physical space and multimodal biologics manufacturing capabilities to be operated by a world class CDMO. A partnership with the town of Jupiter Florida to cement and expand the life Science ecosystem, which is current home of Scripps, Max Planck Institutes, and Florida Atlantic University (FAU) and many others.
Ms. Torres Kaufman, a Cuban emigrant left to the U.S. in 1994 as an unaccompanied minor. In 1999, she was awarded a full academic scholarship to the College of St. Elizabeth for BS/MD program with University of Medicine and Dentistry of New Jersey. Ms. Torres Kaufman entered the Women’s Leadership Program at Yale School of Management in 2020.
“We are pleased and honored to have Nancy join our board of directors. Her experience identifying and supporting high-potential, high-impact life sciences companies is an asset to Jupiter as we advance our clinical pipeline and grow our OTC product portfolio and distribution platforms. We admire her leadership, both locally in our community in Jupiter, and the impact her life science investments and leadership have on a global scale,” commented Brian John, CEO of Jupiter Wellness.
“Value-driven, sustainable and innovative: these words define our mission to work with like-minded companies to deliver therapeutics to transform patient health. Jupiter Wellness epitomizes these values and stands out for two very compelling reasons: a strong environmentally friendly revenue generating OTC portfolio and, a therapeutic pipeline of cannabidiol (CBD) assets making its way through FDA clinical trials. We look forward to being a catalyst and resource to Jupiter Wellness to drive value and assist management in the expansion of its clinical pipeline as we work to elevate and develop the Jupiter Florida Life Science Cluster.” Stated Nancy Torres Kaufman
About Jupiter
Wellness
Jupiter Wellness, Inc. (NASDAQ: JUPW) is a leading
developer of cannabidiol (CBD) based medical therapeutics and wellness products. The Company’s clinical pipeline of prescription
CBD-enhanced skin care therapeutics address indications including eczema, burns, herpes cold sores, and skin cancer. Jupiter generates
revenues from a growing line of proprietary over-the-counter skincare products including its flagship CaniSun™ sunscreen
and other wellness brands sold through its robust distribution platform.
For additional information, please visit www.jupiterwellnessinc.com. The Company’s public filings can be found at www.Sec.gov.
Safe
Harbor Statement
To the extent any statements contained in this presentation of Jupiter Wellness, Inc. (the “Company”) contains
“forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and the information
that are based upon beliefs of, and information currently available to, the company’s management as well as estimates and
assumptions made by the company’s management. These statements can be identified by the fact that they do not relate strictly
to historic or current facts. When used in this presentation the words “estimate,” “expect,” intend,”
believe,” plan,” “anticipate,” “projected” and other words or the negative of these terms and
similar expressions as they relate to the company or the company’s management identify forward-looking statements. Such statements
reflect the current view of the company with respect to future events and are subject to risks, uncertainties, assumptions and
other factors relating to the company’s industry, its operations and results of operations and any businesses that may be
acquired by the company. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the
company believes that the expectations reflected in the forward-looking statements are reasonable, the company cannot guarantee
future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States,
the company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Investor & Public Relations Contact Info
Phone: 561-244-7100
Email: info@jupiterwellnessinc.com