AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): December 3, 2020 (November 30, 2020)
Name of Registrant as Specified in Charter)
or other jurisdiction
West Broad Street, Suite 1004
of principal executive offices)
Telephone Number, Including Area Code)
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on
Stock, $0.001 par value per share
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).
growth company [X]
an emerging growth company, indicate by check mark 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.
into a Material Definitive Agreement.|
information set forth in Item 8.01 of this Current Report on Form 8-K regarding the Stock Exchange Agreement (the
“Exchange Agreement”) (as defined below) is incorporated herein by reference.
On November 30, 2020, the Company (the
“Seller”) and its wholly owned subsidiary, SRM Entertainment, LTD (“SRM”) entered into a Stock
Exchange Agreement (the “Exchange Agreement”) with Jupiter Wellness, Inc. (“Jupiter”)(the “Buyer”).
Under the terms of the Exchange Agreement, the Buyer agreed to purchase all outstanding shares of common stock (the “Exchange
Shares”) issued by SRM from the Seller. As consideration for the purchase of the Exchange Shares, the Buyer agreed
to exchange 200,000 shares of its restricted common stock (the “Consideration Shares”), symbol JUPW as
listed on NASDAQ Capital Markets.
closing, Jupiter shall deliver 150,000 of the Consideration Shares and hold 50,000 of the Consideration Shares in escrow (“Escrow
Shares”). Jupiter shall release the Escrow Shares upon SRM generating $200,000 in cash receipts and revenue prior to January
15, 2021. For the purpose of the Exchange Agreement, cash receipts shall include the income related to the applicable tax
refund of approximately $120,000. The Seller shall forfeit their right to receive the Escrow Shares, in the event that SRM does
not generate $200,000 in cash receipts and revenue prior to December 31, 2020.
a performance based incentive, the Buyer shall pay to the Seller two percent (2%) of gross sales of Jupiter’s private label
sun care products if such gross sales are in excess of twelve million dollars ($12,000,000) earned during the 2021 calendar year.
At Closing, the Company (as “Stockholder”)
and Jupiter entered into a Leak Out Agreement, whereby the Company was limited in the sales of the Consideration Shares upon the
following terms: (i) As such time as the Stockholder is able to resell the Consideration Shares in accordance with the provisions
of Rule 144 of the Securities Act (the “Expiration of the Holding Period”), the Stockholder agrees to limit the resales
of such Shares in the public market as follows:
shares in any one day more than ten percent (10%) of the average of the daily trading volume on all trading markets on which
the Consideration Shares are then quoted or listed for the five trading days preceding the sale of the Consideration Shares,
||Any permitted resales by the Stockholder
shall be at the then current bid price of the Common Stock.|
foregoing description of the Exchange Agreement and Leak Out Agreement does not purport to be complete and qualified in
its entirety by reference to the full text of the document, which is filed as Exhibit 1.1, to this Current Report on Form 8-K and
is incorporated herein by reference.
Statements and Limitation on Representations
Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking
statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,”
“should,” “would” or comparable terminology or by discussions of strategy. While the Company believes
its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results
will not be materially different. Risks and uncertainties that could cause materially different results include, among others,
the Company’s ability to consummate the transaction described above. The Company assumes no duty to update any forward-looking
statements other than as required by applicable law.
Agreements and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors
with information regarding the terms of the Agreements, and not to provide shareholders and investors with any other factual
information regarding the Company or its subsidiaries or their respective business. You should not rely on the representations
and warranties in the Agreements or any descriptions thereof as characterizations of the actual state of facts or condition
of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Agreements, which subsequent information may or may not be fully reflected
in the Company’s public disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this
Current Report on Form 8-K, the Company is not aware of any material facts that are required to be disclosed under the federal
securities laws that would contradict the representations and warranties in the Agreements. The Company will provide additional
disclosure in its public reports to the extent that it is aware of the existence of any material facts that are required to be
disclosed under federal securities laws and that might otherwise contradict the representations and warranties contained in the
Agreements and will update such disclosure as required by federal securities laws. Accordingly, the Agreements should
not be read alone, but should instead be read in conjunction with the other information regarding the Company and its subsidiaries
that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements,
registration statements and other documents that the Company files with the SEC.
Statements and Exhibits.|
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 thereunto duly authorized.
December 3, 2020
Christopher B. Ferguson|