Form 424B5 - Prospectus [Rule 424(b)(5)]
12 Septembre 2023 - 11:18PM
Edgar (US Regulatory)
Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-265561
PROSPECTUS
SUPPLEMENT
(To
the Prospectus Dated June 22, 2022)
Jupiter
Wellness, Inc.
6,830,538
Shares of Common Stock
This
prospectus supplement (the “Supplement”) updates, supersedes and amends certain information contained in the prospectus dated
June 22, 2022 (the “Prospectus”), relating to up to 6,830,538 shares of common stock, par value $0.0001 per share (the “Common
Stock”), including (i) up to 1,612,903 shares of common stock issuable in connection with the conversion or repayment of the outstanding
principal balance of that convertible promissory note in the original principal amount of $1,500,000, which was issued by the Company
to Greentree Financial Group, Inc. (“Greentree”), on April 20, 2022 (the “Greentree Note”), pursuant to which
Greentree may convert the outstanding principal balance of the Greentree Note into shares of our common stock at a conversion price of
$2.79 per share; (ii) up to 537,634 shares of common stock issuable in connection with the conversion or repayment of the outstanding
principal balance of that convertible promissory note in the original principal amount of $500,000, which was issued by the Company to
L&H Inc. (“L&H”), on April 20, 2022 (the “L&H Note,” collectively with Greentree Note as the “Notes”),
pursuant to which L&H may convert the outstanding principal balance of the L&H Note into shares of our common stock at a conversion
price of $2.79 per share; (iii) up to 3,300,000 shares of common stock issuable upon the exercise of a five-year Common Stock Purchase
Warrant (the “Greentree Warrant”) granted by the Company to Greentree on April 20, 2022, at an exercise price of $2.79 per
share; (iv) up to 1,080,000 shares of common stock issuable upon the exercise of a five-year Common Stock Purchase Warrant (the “L&H
Warrant,” collectively with Greentree Warrant as the “Warrants”) granted by the Company to L&H on April 20, 2022,
at an exercise price of $2.79 per share; and (v) up to 300,000 shares of common stock issuable upon the exercise of a two-year Common
Stock Option (the “Options”) granted by the Company to Wall and Broad Capital, LLC (“W&B”) on May 25, 2022,
at an exercise price of $1.00 per share.
The
Existing Warrants have been amended as described below under “Amendments to Existing Warrants.”
This
prospectus supplement should be read in conjunction with the Prospectus, and is qualified by reference to the Prospectus, except to the
extent that the information presented herein supersedes the information contained in the Prospectus. This prospectus supplement is not
complete without, and may only be delivered or used in connection with, the Prospectus, including any amendments or supplements thereto.
We may amend or supplement the Prospectus from time to time by filing amendments or supplements as required. You should read the entire
Prospectus and any amendments or supplements carefully before you make an investment decision.
Our
common stock and Warrants are listed on the Nasdaq under the symbols “JUPW” and “JUPWW”, respectively. On September
12, 2023, the last reported sale price of our common stock on the Nasdaq was $1.26
per share.
Investing
in our securities involves a high degree of risk. See “Risk Factors” in the Prospectus and documents incorporated therein
by reference for a discussion of such risk factors, which factors should be read carefully in connection with an investment in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
AMENDMENTS
TO GREENTREE NOTE AND GREENTREE WARRANT
This
supplement is being done to disclose the following:
On
September 11, 2023, we entered into amendment no. 2 to convertible loan agreement, convertible promissory note and warrants (the “Amendment
No. 2”), pursuant to which the Company has agreed to: (i) modify the exercise price of the Warrants to $0.932 per share;
(ii) change the conversion price of the Notes to $0.932 per share. The exercise price of the Warrants is being changed as a result of
certain anti-dilution protection contained in such warrants.
The
date of this prospectus supplement is September 13, 2023.
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