BONK, INC. — Declaration of Voting Results & Voting Rights Announcements 2021

Dec 21, 2021

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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): December 14, 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.)

1061 E. Indiantown , Suite 110

Jupiter , FL 33477

(Address of principal executive offices) (Zip Code)

561 - 462-2700

(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 ☒

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. ☐

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Item 5.07 - Submission of Matters to a Vote of Security Holders

On December 14, 2021, Jupiter Wellness, Inc. (the “Company”) held its annual shareholders’ meeting, at which a quorum of its shareholders was present either in person or by proxy. The matters submitted to a vote of the Company’s shareholders were:

| 1. | A
proposal to elect seven directors to serve until the next annual meeting of stockholders and until their successors are duly elected
and qualified; |
| --- | --- |
| 2. | A
proposal to ratify the appointment of M&K CPAS PLLC as our independent registered public accounting firm for the year ending
December 31, 2021; |
| 3. | A
proposal to ratify the 2021 Equity Incentive Plan, including the reservation of three million five hundred thousand (3,500,000) shares
of common stock thereunder (the “2021 Equity Incentive Plan”); |
| 4. | A
proposal to increase the authorized preferred stock to twenty million (20,000,000) shares from the existing one hundred thousand
(100,000) shares of preferred stock; |
| 5. | To
adjourn the Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient
votes at the time of such adjournment to approve the other proposals (the “Adjournment Proposal”). |

No other business was conducted at such meeting. Of the 23,571,001 shares of the Company’s common stock eligible to vote at the Company’s annual shareholder meeting, 12,703,181 shares were voted. The results of the voting were as follows:

| Matter
Voted Upon — Election of Brian S. John | 8,164,328 | 25,937 | 20,898 | 4,492,018 |
| --- | --- | --- | --- | --- |
| Election of Richard Miller | 8,133,156 | 17,113 | 60,894 | 4,492,018 |
| Election of Dr. Hector Alila | 8,078,962 | 72,922 | 59,279 | 4,492,018 |
| Election of Nancy Torres Kaufman | 8,129,985 | 20,210 | 60,968 | 4,492,018 |
| Election of Christopher Marc Melton | 8,077,237 | 70,719 | 63,207 | 4,492,018 |
| Election of Byron T. Young | 8,093,249 | 97,126 | 20,788 | 4,492,018 |
| Election of Dr. Glynn Wilson | 8,128,267 | 23,016 | 59,880 | 4,492,018 |
| Ratification of the appointment of M&K
CPAS PLLC as the Company’s independent auditor for the year ending December 31, 2021 | 12,668,425 | 18,721 | 16,035 | n/a |
| Ratify the 2021 Equity Incentive Plan | 7,989,328 | 90,737 | 131,098 | 4,492,018 |
| Increase the Authorized Preferred Stock | 7,677,225 | 519,751 | 14,187 | 4,492,018 |
| Adjourn the Meeting to a later date or time | 12,163,960 | 513,716 | 25,505 | n/a |

As a result, all matters submitted to a vote of shareholders at the annual meeting were approved, except the increase in the authorized preferred stock which requires a majority of the outstanding shares of voting stock which was not obtained.

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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: December 20, 2021

| JUPITER
WELLNESS, INC. | |
| --- | --- |
| By: | /s/
Brian S. John |
| | Brian
S. John |
| | Chief
Executive Officer |

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