UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________

Commission File Number 001-39569

JUPITER WELLNESS, INC.

(Exact name of registrant as specified in charter)

Delaware		83-2455880
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

1061 E. Indiantown Road, Suite 110
Jupiter, FL		33477
(Address of principal executive offices)		(Zip Code)

(561) 244-7100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $.001 par value per share	JUPW	Nasdaq
Warrants to purchase shares of common stock	JUPWW	Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ YES ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ YES ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November 10, 2021, there were 23,721,001 shares of the registrant’s common stock outstanding.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4.	Controls and Procedures	11

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	12

Item 1A.	Risk Factors	13

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3.	Defaults Upon Senior Securities	13

Item 4.	Mine Safety Disclosures	13

Item 5.	Other Information	13

Item 6.	Exhibits	13

SIGNATURES		14

Table of Contents

PART I - FINANCIAL INFORMATION

This Quarterly Report on Form 10-Q includes the accounts of Jupiter Wellness, Inc., a Delaware corporation (“Jupiter Wellness”). References in this Report to “we”, “our”, “us” or the “Company” refer to Jupiter Wellness, Inc. and its consolidated subsidiaries unless the context dictates otherwise.

FORWARD LOOKING STATEMENTS

Certain statements in this report, including information incorporated by reference, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations, beliefs or other statements that are not statements of historical fact. Words such as “will,” “may,” “should,” “could,” “would,” “expects,” “plans,” “believes,” “anticipates,” “intends,” “estimates,” “approximates,” “predicts,” “forecasts,” “potential,” “continue,” or “projects,” or the negative or other variation of such words, and similar expressions may identify a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism about future operating results and the development of our products, are forward-looking statements.

Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” below, as well as those discussed elsewhere in this Quarterly Report on Form 10-Q. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We file reports with the Securities and Exchange Commission (“SEC”). The public can read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

Item 1. Financial Statements

Jupiter Wellness, Inc.

	Page

Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	F-2
Consolidated Statements of Operations for the Three and Nine-Months September 30, 2021 (Unaudited) and September 30, 2020 (Unaudited)	F-3
Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2021 (Unaudited) and year ended December 31, 2020 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 (Unaudited) and September 30, 2020 (unaudited)	F-5
Notes to the Consolidated Financial Statements (Unaudited)	F-6

F-1

Table of Contents

Condensed Consolidated Balance Sheets

As of September 30, 2021 and December 31, 2020

	Nine Months ended			Year ended
	September 30,			December 31,
	2021			2020
	(Unaudited)			(audited)
Assets
Cash	$	26,853,307		$	4,262,168
Inventory		637,032			225,924
Account receivable		571,881			255,111
Prepaid expenses and deposits		56,372			215,904
Promissory Note from Affiliate		293,300			-
Total current assets		28,411,892			4,959,107

Right of use assets		834,139			29,157
Intangible assets		479,292			559,800
Intellectual property		675,000			-
Goodwill		941,937			941,937
Fixed assets		106,958			35,592
Total assets	$	31,449,218		$	6,525,593

Liabilities and Shareholders’ Equity

Accounts Payable	$	801,746		$	688,835
Convertible notes, net of discounts		-			525,000
Contingent note payable issued in acquisition		-			691,500
Current portion of lease liability		122,530			23,754
Accrued liabilities		93,167			112,001
Covid - 19 SBA Loan		84,354			84,578
Total current Liabilities		1,101,797			2,125,668

Long-term portion lease liability		719,985			6,384
Total liabilities		1,821,782			2,132,052

Preferred stock, $0.001 par value, 100,000 shares authorized of which none are issued and outstanding Common stock, $.001 par value, 100,000,000 shares authorized, of which 23,344,001 and 10,655,833 shares issued and outstanding as of September 30, 2021 and December 31, 2020		23,344			10,656
Additional paid-in capital		47,805,310			11,657,286
Common stock payable		228,450			-
Accumulated deficits		(18,429,668	)		(7,274,401	)
Total Shareholders’ Equity		29,627,436			4,393,541

Total Liabilities and Shareholders’ Equity	$	31,449,218		$	6,525,593

The accompanying notes are an integral part of these unaudited financial statements

F-2

Table of Contents

Jupiter Wellness, Inc.

Condensed Consolidated Statement of Operations

For the Three and Nine Months Ended September 30, 2021 and 2020

(Unaudited)

	2021			2020			2021			2020
	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenue
Sales	$	687,928		$	178,335		$	1,331,862		$	753,729
Cost of Sales		685,769			96,608			1,123,134			433,305
Gross profit		2,159			81,727			208,728			320,424

Operating expense
General and administrative expenses		3,609,223			650,412			10,336,833			1,750,778

Other income / (expense)
Interest income		3,139			1,068			5,288			1,983
Interest expense		(1,199,400	)		(39,672	)		(1,696,545	)		(94,091	)
Other income / (expense)		(5,105	)		—			664,095			—
Total other income (expense)		(1,201,366	)		(38,604	)		(1,027,162	)		(92,108	)

Net (loss)	$	(4,808,430	)	$	(607,289	)	$	(11,155,267	)	$	(1,522,462	)

Net (loss) per share:
Basic	$	(0.24	)	$	(0.09	)	$	(0.79	)	$	(0.22	)

SEC Form 10-Q filed by Jupiter Wellness, Inc.