BONK, INC. 10-Q

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, 2022 or ☐ 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 11, 2022 there were 21,888,888 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. 1 Table of Contents Item 1. Financial Statements Jupiter Wellness, Inc. Page Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 (Audited) F-2 Consolidated Statements of Operations for the Three-Months and Nine-Months Ended September 30, 2022 and 2021 (Unaudited) F-3 Consolidated Statements of Changes in Shareholders’ Equity for the Nine-Months Ended September 30, 2022 (Unaudited) and year ended December 31, and 2021 (Audited) F-4 Consolidated Statements of Cash Flows for the Nine-Months Ended September 30, 2022 and 2021 (Unaudited) F-5 Notes to the Consolidated Financial Statements (Unaudited) F-6 F- 1 Table of Contents Jupiter Wellness, Inc. Condensed Consolidated Balance Sheets As of September 30, 2022 and December 31, 2021 Nine Months ended Year ended September 30, December 31, 2022 2021 (Unaudited) (audited) Assets Cash $ 3,565,488 $ 11,754,558 Inventory 397,272 304,266 Account receivable 649,650 695,319 Prepaid expenses and deposits 880,154 617,302 Promissory Note from Affiliate 2,908,300 2,908,300 Total current assets 8,400,864 16,279,745 Right of use assets 683,307 797,311 Intangible assets, net 309,754 364,417 Intellectual property 375,000 375,000 Prepaid Clinical research agreement costs, net 1,287,500 - Goodwill 941,937 941,937 Fixed assets, net 87,195 109,055 Total assets $ 12,085,557 $ 18,867,465 Liabilities and Shareholders’ Equity Accounts Payable $ 572,301 $ 1,242,928 Convertible notes, net of discounts 1,892,402 - Current portion of lease liability 155,050 118,102 Accrued liabilities 295,965 160,508 Covid - 19 SBA Loan 47,981 47,547 Total current Liabilities 2,963,699 1,569,085 Long-term portion lease liability 564,935 695,961 Total liabilities 3,528,634 2,265,046 Preferred stock, $ 0.001 par value, 100,000 shares authorized of which none are issued and outstanding Treasury Stock, $ 0.001 par value, 391,723 shares repurchased ( 300,151 ) - Common Stock, $ 0.001 par value, 100,000,000 shares authorized, of which 21,663,888 and 24,046,001 shares issued and outstanding as of September 30, 2022 and December 31, 2021 21,664 24,046 Additional paid-in capital 50,426,013 51,668,019 Common stock payable 477,000 285,000 Accumulated deficits ( 42,067,603 ) ( 35,374,646 ) Total Shareholders’ Equity 8,556,923 16,602,419 Total Liabilities and Shareholders’ Equity $ 12,085,557 $ 18,867,465 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, 2022 and 2021 (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue Sales $ 1,569,925 $ 687,928 $ 5,291,136 $ 1,331,862 Cost of Sales 1,155,617 685,769 4,255,374 1,123,134 Gross profit 413,308 2,159 1,035,762 208,728 Operating expense General and administrative expenses 2,196,502 3,609,223 5,610,585 10,336,833 Impairment of Promissory Note - - 1,000,000 - Operating expense 2,196,502 3,609,223 6,610,585 10,336,833 Other income / (expense) Interest income 483 3,139 1,424 5,288 Interest expense ( 549,715 ) ( 1,199,400 ) ( 1,124,371 ) ( 1,696,545 ) Other income / (expense) — ( 5,105 ) 4,813 664,095 Total other income (expense) ( 549,232 ) ( 1,201,366 ) ( 1,118,134 ) ( 1,027,162 ) Net (loss) $ ( 2,332,426 ) $ ( 4,808,430 ) $ ( 6,692,957 ) $ ( 11,155,267 ) Net (loss) per share: Basic $ ( 0.10 ) $ ( 0.24 ) $ ( 0.30 ) $ ( 0.79 ) Weighted average number of shares Basic 21,530,012 19,821,999 22,191,644 14,151,337 The accompanying notes are an integral part of these unaudited financial statements F- 3 Table of Contents Jupiter Wellness, Inc. Condensed Statement of Changes in Shareholders’ Equity For the Nine Months Ended September 30, 2022 (Unaudited) and Year Ended December 31, 2021 (Audited) Common Additional Treasury Shares Common Stock Stock Paid-In Accumulated Shares Amount Shares Amount Payable Capital Deficits Total Balance, December 31, 2020 - - 10,655,833 $ 10,656 $ — $ 11,657,286 $ ( 7,274,401 ) $ 4,393,541 Common stock issued in public offering - - 11,066,258 11,066 — 28,307,248 — 28,318,314 Common Stock issued for intellectual property - - 125,175 125 — 524,875 — 525,000 Common stock issued upon conversion of notes - - 186,832 187 — 560,309 — 560,496 Common stock issued for services - - 1,789,496 1,790 285,000 4,054,193 — 4,340,983 Common stock issued upon exercise of cashless options - - 222,407 222 — ( 222 ) — — Contributed capital - - — — — 70,818 — 70,818 Fair value of Stock options granted to Officers and Directors - - — — — 5,046,982 — 5,046,982 Fair value of warrants and beneficial conversion feature in connection with convertible promissory Notes - - — — — 1,446,530 — 1,446,530 Net Loss - - — — — — ( 28,100,245 ) ( 28,100,245 ) Balance, December 31, 2021 - - 24,046,001 $ 24,046 $ 285,000 $ 51,668,019 $ ( 35,374,646 ) $ 16,602,419 Shares issued for services - - 250,000 250 - 208,610 - 208,860 Treasury shares purchased 2,825,617 ( 2,880,045 ) ( 2,825,617 ) ( 2,825 ) 2,825 - ( 2,880,045 ) Treasury shares cancelled ( 2,433,894 ) 2,579,894 - - - ( 2,579,894 ) - - Shares issued in connection with convertible promissory note - - 250,000 250 - 277,250 - 277,500 Fair value of warrants issued and issue discounts with convertible note - - - - - 706,977 - 706,977 Stock options issued for services - - - - - 142,169 - 142,169 Management common shares cancelled - - 56,496 ( 57 ) - 57 - - Common stock to be issued for services - - - - 192,000 - - 192,000 Net Loss - - - - - - ( 6,692,957 ) ( 6,692,957 ) Balance, September 30, 2022 391,723 $ ( 300,151 ) 21,663,888 $ 21,664 $ 477,000 $ 50,426,013 $ ( 42,067,603 ) $ 8,556,923 The accompanying notes are an integral part of these financial statements F- 4 Table of Contents Jupiter Wellness, Inc. Condensed Consolidated Statement of Cash Flows For the Nine Months Ended September 30, 2022 and 2021 (Unaudited) Nine Months Ended September 30, 2022 2021 Cash flows from operating activities: Net (loss) $ ( 6,692,957 ) $ ( 11,155,267 ) Stock Based compensation 400,860 5,538,821 Depreciation & Amortization 72,617 71,044 Impairment of note receivable 1,000,000 - Fair value of options issued for services 142,169 - Amortization of debt discount 996,879 1,604,031 Amortization Clinical research agreement 212,500 - Gain on Settlement - ( 669,200 ) Gain on sale of asset ( 3,702 ) - Bad bed expense 2,266 - Adjustments to reconcile net income to net cash provided by (used in) operating activities Prepaid expenses and deposits ( 262,852 ) 159,532 Right of Entry asset 114,004 65,424 Accounts receivable 43,403 ( 316,770 ) Inventory ( 93,006 ) ( 411,108 ) Accounts payable ( 670,627 ) 112,911 Accrued liabilities 82,330 16,438 Legal fees - 25,000 Lease liability ( 94,078 ) ( 58,029 ) Net cash (used in) operating activities ( 4,750,194 ) ( 5,017,173 ) Cash flows from investing activities: Purchase of assets ( 35,392 ) ( 84,202 ) Cash paid for research agreement ( 1,500,000 ) - Cash paid for third party note ( 1,000,000 ) - Proceeds from sale of assets 43,000 - Net cash paid in acquisition - ( 293,300 ) Cash paid for intellectual property - ( 150,000 ) Net cash (used in) financing activities ( 2,492,392 ) ( 527,502 ) Cash flows from financing activities: Cash paid for treasury stock ( 2,880,045 ) - Proceeds from convertible debt, net of offering costs 1,880,000 2,967,500 Borrowings on debt 241,272 - Payments on debt ( 187,711 ) ( 3,150,000 ) Proceeds from Public offering - 28,318,314 Net cash (used in) provided by investing activities ( 946,484 ) 28,135,814 Net (decrease) in cash and cash equivalents ( 8,189,070 ) 22,591,139 Cash and cash equivalents at the beginning of the period 11,754,558 4,262,168 Cash and cash equivalents at the end of the period $ 3,565,488 $ 26,853,307 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - Non-cash items: Common stock issued in conversion of promissory notes $ - $ 560,496 Fair value of Warrants issued and beneficial conversion Feature in connection with convertible notes $ 706,977 $ 1,446,531 Common stock issued in connection with promissory notes $ 277,500 Treasury shares cancelled $ 2,579,894 $ - Cashless exercise of options $ - $ 222 Initial ROU asset and lease liability $ - $ 870,406 Fair value of shares issued for intellectual property $ - $ 525,000 Cancellation of shares issued to management $ 57 $ - The accompanying notes are an integral part of these unaudited financial statements F- 5 Table of Contents JUPITER WELLNESS, INC. Notes to Financial Statements For the Nine Months Ended September 30, 2022 and Year Ended December 31, 2021 Note 1 - Organization and Business Operations Jupiter Wellness, Inc. (the “Company”) was formed on October 24, 2018 under the laws of the State of Delaware, and is headquartered in Jupiter, Florida. Jupiter Wellness started as a CBD/sun care company developing SPF products with the potential to protect users from the sun while making them healthier. Those products were founded on science and the belief the Company could create research-backed solutions to enhance the well-being of their customers. Today the Company is focusing its scientific approach on developing prescription and/or over-the-counter, or OTC, topical CBD products that have potential therapeutic and medical applications. On November 30, 2020 the Company acquired SRM Entertainment, Limited, a Hong Kong Special Administrative Region of the People’s Republic of China limited company (“SRM”). SRM has relationships with and supplies the amusement park industry with exclusive products that are often only available to consumers inside the relevant amusement park, entertainment venues and theme hotels in Orlando Florida, Beijing China, Japan, and other places throughout the worldwide theme park industry. Note 2 - Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness, Inc., a Florida corporation, Magical Beasts, LLC, a Nevada limited liability company and SRM Entertainment, Limited, a Hong Kong private limited company. All intercompany accounts and transactions have been eliminated. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 6 Table of Contents Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were $ 3,565,488 cash equivalents as of September 30, 2022 and none at December 31, 2021. Inventory Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. Investments Held-to-Maturity Investments that the Company’s management has the “positive intent and ability” to hold through maturity are classified and accounted for as hold-to-maturity investments (“HTM”). HTM investments are carried at amortized cost in the financial statements. For investments classified as HTM, no unrealized gains and losses will be recognized in financial statements. Segment Reporting The Company has two reportable segments: (i) sales and development of cannabidiol based skin care and therapeutic products and (ii) sales of merchandise sold to theme parks. Net Loss per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share. Schedule of Net Loss per Common Share For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) $ ( 2,332,426 ) $ ( 4,808,430 ) $ ( 6,692,957 ) $ ( 11,155,267 ) Denominator: Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period 21,530,012 19,821,999 22,191,644 14,151,337 Denominator for diluted earnings per share 21,530,012 19,821,999 22,191,644 14,151,337 Basic (loss) per share $ ( 0.10 ) $ ( 0.24 ) $ ( 0.30 ) $ ( 0.79 ) Diluted (loss) per share $ ( 0.10 ) $ ( 0.24 ) $ ( 0.30 ) $ ( 0.79 ) F- 7 Table of Contents Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Revenue Recognition The Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customer”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. Accounts Receivable and Credit Risk Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the year ended December 31, 2021, the Company had recorded an allowance of $ 104,851 against accounts receivable of SRM Entertainment, the Company had recognized no additional allowance for doubtful collections for the nine months ended September 30, 2022. Impairment of Long-Lived Assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. F- 8 Table of Contents Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. We conducted our annual impairment tests of goodwill as of December 31, 2021 and 2020. As a result of these tests, we recorded an impairment to the carrying value of Goodwill in the amount of $ 308,690 in the year ended December 31, 2020. There was no impairment in the nine months ended September 30, 2022 or year ended December 31, 2021. Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. The Company’s evaluation of its long-lived assets resulted in $ 300,000 of intangible impairment expense during the year ended December 31, 2021. There was no impairment for the nine months ended September 30, 2022. Foreign Currency Translation Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Cumulative gains and losses from foreign currency transactions and translation for the Nine-months ended September 30, 2022 and the year ended December 31, 2021 were not material. Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 103,025 and $ 60,529 for the Nine-months ended September 30, 2022 and 2021, respectively. Stock based compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On October 24, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. F- 9 Table of Contents Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The Company’s deferred tax asset at December 31, 2021 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $ 4,865,890 less a valuation allowance in the amount of approximately $ 4,865,890 . Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in the year ended December 31, 2021. Related parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. F- 10 Table of Contents Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. In February 2016, Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. Note 3 - Accounts Receivable At September 30, 2022 and December 31, 2021, the Company had accounts receivable of $ 649,650 and $ 695,319 (net of an allowance of $ 104,851 and $ 104,851 ), respectively. Note 4 - Prepaid Expenses and Deposits At September 30, 2022 and December 31, 2021, the Company had prepaid expenses and deposits of $ 880,154 and $ 617,302 , respectively consisting primarily of deposits and prepayments on purchase orders. Note 5 - Inventory At September 30, 2022 and December 31, 2021, the Company had inventory of $ 397,272 and $ 304,266 , consisting of finished goods, raw materials and packaging supplies. Note 6 – Investment in Affiliate At September 30, 2022 and December 31, 2021, the Company had purchased 1,437,500 Founders shares and 288,830 Private Placement Units of Wellness Acquisition Corp. (“JWAC”), a special purpose acquisition company (“SPAC”), for $ 2,908,300 . The Investment is being accounted for as a Hold-to-Maturity Investment. On November 3, 2021, JWAC filed a registration statement (“IPO”) with the Securities and Exchange Commission with an initial funding of $ 100 M. On December 6, 2021 the IPO was deemed effective. The total amount raised in the IPO was $ 138,000,000 . F- 11 Table of Contents Note 7 – Note Receivable On December 8, 2021, the Company issued a Secured Promissory Note (the “Note”) in the amount of $ 10,000,000 to Next Frontier Pharmaceuticals, Inc. (“NFP”) and entered into a Stock Purchase Agreement (“SPA”) for the Company to acquire NFP. The Note has a term of Nine months and interest at eight percent ( 8 %). On January 6, 2022 the company issued an additional Secured Promissory Note to NFP under the same terms for up to $ 5,000,000 , of which $ 1,000,000 was funded on January 7, 2022. In February 2022, NFP terminated the SPA and in March 2022, the Company issued a Notice of Default on the NFP Note (see Subsequent Event Footnote 19). As a result, the Company has determined that the Notes have been impaired and has taken an impairment charge of $ 10,000,000 against the 2021 earnings and $ 1,000,000 against the 2022 earnings. Note 8 - Intangible Assets Magical Beasts In connection with the acquisition of Magical Beasts (see Note 15 below), the Company allocated the purchase price to intangible assets as follows: Schedule of Purchase Price to Intangible Assets Tradenames & trademarks $ 151,800 Customer base 651,220 Non-compete 154,500 Goodwill 308,690 Total $ 1,266,210 The Non-compete has an estimated life of two years , the Customer base has an estimated life of fifteen years and the Tradenames & trademarks and Goodwill have indefinite lives and will be reviewed at each subsequent reporting period to determine if the assets have been impaired. At December 31, 2020, Goodwill was analyzed by management, assisted by a third party valuation company, and determined that the Goodwill associated with the acquisition of Magical Beasts has been impaired and as a result the Company recognized a charge to earnings of $ 308,690 in the year ended December 31, 2020. Additionally, the Intangibles were analyzed by management, assisted by a third-party valuation company, and determined that the Intangible associated with the acquisition of Magical Beasts had also been impaired and as a result the Company recognized an additional charge to earnings of $ 731,628 in the year ended December 31, 2020. The balance of the Intangible Assets at December 31, 2020 attributable to Magical Beasts was $ 122,501 . During the first two quarters of 2021, the Company amortized $ 25,847 of the remaining Intangible Assets attributable to Magical Beasts. In the third quarter management determined that the balance of $ 96,654 had been impaired and was recognized as a charge to earnings. As of December 31, 2021, the Company had no remaining Intangible Assets attributable to Magical Beasts. SRM Entertainment In connection with the acquisition of SRM Entertainment, Limited (see Note 16 below), the Company allocated the purchase price to intangible assets as follows: Distribution Agreements $ 437,300 Goodwill 941,937 Total $ 1,379,237 The Distribution Agreements have an estimated life of six years and Goodwill has an indefinite life and will be reviewed at each subsequent reporting period to determine if the assets have been impaired. Amortization for the nine-months ended September 30, 2022 was $ 54,663 and the year ended December 31, 2021 was $ 72,883 . The balance of the Intangible Assets at September 30, 2022 and December 31, 2021 attributable to SRM totals $ 309,754 and $ 364,417 , respectively. Licensing agreements During the year ended December 31, 2021, the Company entered into two licensing agreements for the rights to use certain patented technologies. The Company paid a total of $ 675,000 for the rights, consisting of $ 150,000 in cash and $ 525,000 in shares of the Company’s common stock. In early 2022, the Company terminated one of the licensing agreements and as a result, the company considered the terminated license to be impaired and took a charge to of $ 300,000 to 2021 earnings. The balance of Intellectual property at September 30, 2022 and December 31, 2021 was $ 375,000 which includes Patents and other formulations used in our development of future products. Clinical Research Agreement During the Nine months ended September 30, 2022, the Company entered into a Clinical Research Agreement to research new treatments for post COVID-19 syndrome and symptoms and other projects which include treatments for respiratory diseases (such as influenza), herpes, eczema, and other skin indications. As of September 30, 2022, the Company had paid $ 1,500,000 of the approximate $ 3,000,000 budget. The payments are being amortized over 24 months, the respective term of the research. The balance at September 30, 2022 was $ 1,287,500 . Note 9 – Financed Insurance Premiums During the nine-months ended September 30, 2022, the Company financed a total of $ 241,272 for its General Liability and Director & Officer insurance premiums over the twelve months coverage period. The average interest rate is 9.3 %. At September 30, 2022 the outstanding balance was $ 53,561 . F- 12 Table of Contents Note 10 - Convertible Notes Payable At December 31, 2020, the Company had a total of $ 525,000 plus accrued interest of $ 32,856 due on convertible promissory notes. In January 2021, the Company received conversion notices from all of the note holders to convert the $ 525,000 principal balance of its convertible promissory notes plus $ 35,496 accrued interest through the date of conversion, into 186,832 shares of the Company’s common stock ($ 3.00 per share conversion price). The shares were issued in January 2021. The 2021 Notes: In May 2021, the Company issued three Convertible Promissory Notes totaling $ 3,150,000 ($ 2,500,000 , $ 500,000 and $ 150,000 ) (the “2021 Notes”). The 2021 Notes were issued with an Original Issue Discount (“OID”) of five percent (5%), a term of six months, an annual interest rate of eight percent (8%) and convertible into shares of the Company’s common stock at a conversion price of $6.00 per share. Additionally, the Company issued a total of 525,000 warrants in connection with the 2021 Notes. The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date as follows: Schedule of Assumptions for Black-Scholes Valuation Model Reporting Date Relative Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 05/10/2021 $ 1,026,300 5 $ 6.00 $ 4.27 299 % 0.0080 05/05/2021 $ 203,532 5 $ 6.00 $ 4.21 299 % 0.0080 05/19/2021 $ 62,033 5 $ 6.00 $ 4.30 312 % 0.0089 During the year ended December 31, 2021, the 2021 Notes were paid in full in cash. Total interest expense for the Company was $ 1,736,106 for the year ended December 31, 2021. The Company recorded $ 604,031 related to the Convertible Promissory Notes during the year ended December 31, 2021, which included $ 157,500 of original issues discounts and $ 1,446,530 of warrant and beneficial conversion features expense related to the convertible notes. The 2022 Notes: On April 20, 2022 , the Company entered into a $ 1,500,000 Loan Agreement and a $ 500,000 Loan Agreement (collectively the Agreements”). Pursuant to the Agreements, the Company issued two Convertible Promissory Notes in the principal amounts of $ 1,500,000 and $ 500,000 (the “2022 Notes”). In connection with the Notes the Company issued Common Stock Purchase Warrants for 1,100,000 shares and 360,000 shares of the Company’s common stock (the “Warrants”). The Notes originally had a maturity date of October 20, 2022 , but has been extended to April 20, 2023. In connection with the 2022 Notes, the Company issued a total of 250,000 shares as origination shares valued at fair market value of $ 277,500 . There is no beneficial conversion feature since the conversion price is grater then the fair value of the shares. The 2022 Notes have an original issuance discount of five percent ( 5 %), $ 10,000 in legal fees, an interest rate of eight percent (8%), and a conversion price of $ 2.79 per share, subject to an adjustment downward if the Company is in default of the terms of the Notes. The Warrants have a five ( 5 ) year term, an exercise price of $ 2.79 per share, have a cashless conversion feature until such time as the shares underlying the Warrants are included in an effective registration and certain anti-dilution protection. The fair value of origination shares and warrants issued in connection with the 2022 Note totals $ 984,477 . The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date as follows: Reporting Date Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 04/20/2022 $ 1,245,279 5 $ 2.79 $ 1.11 281 % 0.0287 The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the year and Nine-months ended September 30, 2022: Schedule of Convertible Promissory Notes Balance, December 31, 2020 $ 525,000 Conversions of Notes ( 525,000 ) 2021 Notes 3,150,000 Cash payments on Notes ( 3,150,000 Principal Balance, December 31, 2021 - 2022 Notes 2,000,000 Principal Balance, September 30, 2022 $ 2,000,000 Interest expense for the nine-months ended September 30, 2022 totaled $ 1,124,371 which includes $ 996,879 amortization of the origination shares and warrants discounts in connection with the 2022 Notes. F- 13 Table of Contents Note 11 - Note payable issued in acquisition In connection with the Acquisition of Magical Beasts, LLC (see Note 15), the Company issued a non-interest bearing $ 1,000,000 promissory note (“Note”), due upon the earlier of i) the closing of a public offering or ii) December 31, 2020. The note has been valued at its discounted amount of $ 950,427 . During the year ended December 31, 2020, the Company recognized $ 49,573 of interest expense for the accretion of the discount. In August 2020, a Nevada court imputed a judgement of Ms. Whitley (the former owner of Magical Beasts, LLC) to Magical Beasts (see Note 15 Legal proceedings) and advised the Company that before paying any funds under the note to Ms. Whitley, the Company must first satisfy the judgement to the Plaintiff. In October 2020, the Company, Ms. Whitley and the Plaintiff in the judgement action against Ms. Whitley reached an agreement whereby Ms. Whitley agreed that of the $ 1,000,000 payable to Ms. Whitley, the first $ 336,450 would be paid to the Plaintiff which the Company has paid in full with a cash payment of $ 300,000 and the issuance of 8,500 shares of its common stock leaving a balance of $ 691,500 at December 31, 2020. In January 2021, the Company entered into an Omnibus Amendment to the original Purchase Agreement (see Note 15) which satisfied the Company’s obligation on the Note. As a result, the Company recognized gain of $ 669,200 in the extinguishment of debt. Note 12 – Covid-19 SBA Loans During the year ended December 31, 2020, the Company applied for and received $ 28,878 under the Federal Paycheck Protection Program (“PPP”) and $ 55,700 under the Economic Injury Disaster Loan Program (“EIDL”), both of which are administered through the Small Business Administration (“SBA”). Under the guidelines of the PPP, the SBA will forgive loans if all employee retention criteria are met, and the funds are used for eligible expenses. During 2021, the PPP loans were forgiven, resulting in a gain of $ 34,499 , and the SBA notified the Company that the terms of the EIDL are a term of 30 years and an interest rate of 3.75 %. The balance of the EIDL at September 30, 2022 and December 31, 2021 was $ 47,981 and $ 47,547 , respectively. Note 13 - Capital Structure Common Stock - The Company is authorized to issue a total of 100,000,000 shares of common stock with par value of $ 0.001 and 100,000 shares of preferred stock with par value of $ 0.001 . As of September 30, 2022 and December 31, 2021, there were 21,663,888 shares of common stock (net of 2,825,617 repurchased by the Company) and 24,046,001 shares of common stock issued and outstanding, respectively, and no shares of preferred stock were issued and outstanding. Year ended December 31, 2021 issuances: Conversion of Convertible Promissory Notes: During the year ended December 31, 2021, the Company converted $ 525,000 of convertible promissory notes and accrued interest of $ 35,496 into 186,832 shares of its common stock. The Notes were converted per the terms of the respective Notes and the Company did not recognize any gain or loss on the conversion. (see Note 8 – Convertible Promissory Notes). Exercise of Cashless Stock Options During the year ended December 31, 2021, a former Director of the Company exercised a portion of his stock options under the cashless provisions and was issued 47,470 shares of the Company’s stock, an officer of the Company exercised a portion of his stock options under the cashless provisions and was issued 15,884 shares of the Company’s stock and Ms. Whitley (see Note 14) exercised her stock options under the cashless provisions and was issued 159,053 shares of the Company’s stock. Shares issued for services During the year ended December 31, 2021, the Company entered into twelve Consulting Agreements under the terms of which the Company issued 1,422,000 shares of its common stock. The shares were issued at their respective fair value based on the Company’s Nasdaq closing price of the shares on the date of the agreements. Additionally, the Company issued 367,496 shares of its common stock to employees. The Company recognized a total of $ 4,340,983 as stock-based compensation in the year ended December 31, 2021. F- 14 Table of Contents Shares issued for Intellectual Property During the year ended December 31, 2021, 2021, the Company entered into two license agreements for the use of certain patented technology under the terms of which the Company issued a total of 125,175 shares of its common stock valued at a total of $ 525,000 and paid an additional $ 150,000 in cash. In 2021, the Company impaired one of the license agreements totaling $ 300,000 . The remining balance of $ 375,000 is carried as Intellectual properties on the balance sheet of the Company. The shares were issued at their respective fair value based on the Company’s Nasdaq closing price of the shares on the date of the agreements. Shares issued in Public Offering In July 2021, the company closed an underwritten public offering (the “Offering”) of 11,066,258 shares (the “Company Offering Shares”) of common stock, par value $ 0.001 per share and warrants (the “Company Warrants”) to purchase up to 11,607,142 shares of Common Stock. The Warrants will be exercisable immediately upon issuance with an exercise price of $ 2.79 per share and will expire on the fifth anniversary of the original issuance date. The net proceeds from the Offering, after deducting underwriting discounts and commissions and Offering expenses, were $ 28,318,314 , which includes net proceeds from partial exercise of the underwriter’s option to purchase 442,650 Company Warrants. Nine Months ended September 30, 2022 issuances and cancellations: Shares issued for services During the nine-months ended September 30, 2022, the Company entered into three Investor Relations Consulting Agreement under the terms of which the Company agreed to issue 550,000 shares of its common stock. The shares were valued at their respective fair value based on the Company’s Nasdaq closing price of the shares on the date of the agreements. The Company recognized a total of $ 400,860 as stock-based compensation during the nine-months ended September 30, 2022 for these issuances. As of September 30, 2022, the Company had not issued 300,000 of these shares which are included in common stock payable. Treasury Shares In November 2021, the Company engaged Oppenheimer & Co. to repurchase shares of the Company’s common stock from the public market. At December 31, 2021, Oppenheimer had not repurchased any of the Company’s securities and as of September 30, 2022 Oppenheimer had purchased 2,825,617 shares of the Company’s common stock at a total costs of $ 2,880,045 (average of $1.02 per share). As of September 30, 2022, the Company had cancelled 2,433,894 of the shares at a cost of $ 2,579,894 . At September 30, 2022, the Company had 391,723 repurchased shares held at Oppenheimer at a cost of $ 300,151 remaining to be retired. Shares issued in connection with Convertible Promissory Note On April 20, 2022 , the Company entered into a $ 1,500,000 Loan Agreement and a $ 500,000 Loan Agreement (collectively the Agreements”). Pursuant to the Agreements, the Company issued two Convertible Promissory Notes in the principal amounts of $ 1,500,000 and $ 500,000 . In connection with these Notes, the Company issued a total of 250,000 shares as origination shares valued at fair market value of $ 277,500 . Management Return and Cancellation of Shares On September 28, 2022 the Company received a letter from Nasdaq stating that, because the Company made certain share issuances outside of a shareholder approved equity compensation plan, Nasdaq had determined that the Company did not comply with Listing Rule 5635(c). On July 26, 2022, the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions: (1) on July 20, 2022, the Company’s four executive officers (Messrs. John, Miller, and McKinnon and Dr. Wilson), all of whom are on the Company’s Board of Directors except for Mr. McKinnon, each cancelled 2,750 options issued to them in August 2021 pursuant to an Incentive Stock Option Forfeiture Agreement. The cancellation of the 11,000 options in total enabled the issuance of 11,000 shares to a non-executive employee that took place in 2021 to be reallocated to be accounted for as if it was originally issued under the 2020 Equity Incentive Plan. The Company’s Board of Directors passed a resolution on July 25, 2022, making the corresponding change to the Company’s books and records with regard to the 11,000 shares; and (2) on July 26, 2022, the same four executive officers, returned, and the Company cancelled, a total of 56,496 shares of common stock issued to them in 2021 outside of a shareholder approved equity compensation plan. Following the remedial measures, the Company was informed that the Company has regained compliance with the Rule and that this matter is now closed. The following table sets forth the issuances of the Company’s shares of common stock for the year and nine-months ended September 30, 2022 as follows: Schedule of Stock Holders Balance December 31, 2020 10,655,833 Conversion of Promissory Notes 186,832 Exercise of stock options 222,407 Stock based compensation 367,496 Consulting Services Shares 1,422,000 Intellectual property 125,175 Public offering 11,066,258 Balance December 31, 2021 24,046,001 Shares issued for services 250,000 Loan origination shares for promissory note 250,000 Shares repurchased from the market ( 2,825,617 ) Management shares cancelled ( 56,496 ) Balance September 30, 2022 21,663,888 Common Stock Payable During the year ended 2021, the Company entered into two consulting agreement which call for a cash component and a stock component. At December 31, 2021 the Company had accrued $ 285,000 of stock payable. During the nine months ended September 30, 2022, the Company entered into another similar consulting agreement and accrued an additional $ 192,000 for a total of $ 477,000 of stock payable relating to the agreements. F- 15 Table of Contents Note 14 - Warrants and Options Convertible Note Warrants : During the nine-months ended September 30, 2022, the Company issued 1,460,000 warrants with an exercise price of $ 2.79 and five year terms in connection with two convertible promissory notes, and during 2021 in connection with the issuance of three convertible promissory notes, the Company issued 525,000 warrants with an exercise price of $ 6.00 and five-year term (see Note 10). Schedule of Fair Value of Warrants Using Black Scholes Method Relative Term Exercise Market Price on Grant Volatility Risk-free Reporting Date Fair Value (Years) Price Date Percentage Rate 5/5/2020 - 5/19/21 $ 1,888,495 5 $ 6.00 $ 4.26 299 % 0.0080 04/20/22 $ 706,977 5 $ 2.79 $ 1.11 281 % 0.0287 Public Offering Warrants: In connections with the Company’s public offering (see Note 13), the Company issued 11,607,142 warrants to the purchasers of the common stock, exercisable immediately at an exercise price of $ 2.79 and 442,650 warrants to the underwriter immediately exercisable at $ 3.50 . Schedule of Fair Value of Warrants Using Black Scholes Method Relative Term Exercise Market Price on Grant Volatility Risk-free Reporting Date Fair Value (Years) Price Date Percentage Rate 7/26/2021 $ 20,921,265 5 $ 2.79 $ 2.03 331 % 0.0033 7/26/2021 786,395 5 $ 3.50 $ 2.03 331 % 0.0033 The following tables summarize all warrants outstanding as of September 30, 2022 and December 31, 2021, and the related changes during the period. Exercise price is the weighted average for the respective warrants and end of period. Summary of Warrant Outstanding Number of Exercise Warrants Price Stock Warrants Balance at December 31, 2020 1,123,333 $ 8.30 Warrants issued in connection with Convertible Notes (see note 10) 525,000 6.00 Warrants issued in connection with the Public offering (see note 13) 12,049,792 2.82 Balance at December 31, 2021 13,698,125 $ 3.24 Warrants issued in connection with Convertible Notes (see note 10) 1,460,000 2.79 Balance at September 30, 2022 15,158,125 $ 3.04 Warrants Exercisable at September 30, 2022 and December 31, 2021 13,698,125 $ 3.04 Options During the nine-months ended September 30, 2022 the Company entered into an Investor Relations Consulting Agreement under the terms of which the Company issued 300,000 two-year options with an exercise price of $ 1.00 . During the year ended December 31, 2021, the Company issued a total of 4,383,950 options with an exercise price between $ 0.25 and $ 5.59 each with a three-year term to its Officers and Directors. The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date. Schedule of Fair Value of Warrants Using Black Scholes Method Market Number Price on of Term Exercise Grant Volatility Fair Reporting Date Options (Years) Price Date Percentage Value 1/01/21 – 6/30/21 306,730 3 $ 0.25 - 5.59 $ 3.78 - 5.59 148 % - 209 % $ 1,244,179 7/1/21 - 9/30/21 777,220 5 $ 1.77 $ 1.58 127 % $ 816,158 10/01/21 – 12/31/21 3,300,000 3 $ 1.30 $ 1.30 129 % $ 2,983,393 01/01/22 300,000 2 $ 1.00 $ 0.80 126 % $ 142,169 During the nine-months ended September 30, 2022, the Company cancelled a total of 211,000 options to management and reallocated these to cover shares of the Company’s stock to be issued under the Company’s Incentive Stock Plan. During the nine-months ended September 30, 2022, the Company recognized $ 142,169 as compensation expense. The Company recognized $ 5,046,982 as compensation expense in the financial statements for the year ended December 31, 2021. At September 30, 2022 and December 31, 2021, the Company had 4,975,619 and 4,675,610 options outstanding, respectively. F- 16 Table of Contents Note 15 - Acquisition of Magical Beasts, LLC Effective February 21, 2020, Jupiter Wellness Inc., a Florida corporation (“Jupiter Sub”), our wholly-owned subsidiary, entered into a membership interest purchase agreement with Magical Beasts LLC (“Magical Beasts”), a Nevada limited liability corporation, and Krista Whitley, its sole interest holder, pursuant to which Jupiter Sub acquired all of the membership interests in Magical Beasts (the “Magical Beasts Acquisition”) in exchange for the following consideration: ● $ 250,000 cash at closing; ● A $ 1,000,000 promissory note, non-interest bearing payable by us, due upon the earlier of i) the closing of this offering or ii) December 31, 2020 valued at its discounted amount of $ 950,427 ; and ● an option to purchase 250,000 restricted shares of our common stock at an exercise price of $ 1.00 per share valued at $ 156,612 . The fair value of these options was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the reporting date. The market price was valued based upon the last price paid by third parties for shares of our common stock. Schedule of Fair Value of Warrants Number of Market Options Term Exercise Price on Volatility Reporting Date Granted (Years) Price Grant Date Percentage Fair Value 2/21/20 250,000 5 $ 1.00 $ 1.00 77 % $ 156,612 In connection with the Magical Beasts Acquisition, Jupiter Sub shall enter into an executive employment agreement with Krista Whitley to act as our Director of Marketing, however, until such agreement is entered into, Jupiter Sub shall pay Krista Whitley an annual salary of $ 150,000 . Valuation and Purchase Price Allocation According to ASC 805, the standard of value to be used in the application of purchase accounting rules is fair value. The Company utilized fair value defined in Statement of Financial Accounting Standard No. 820–10–35–37 Fair Value Measurements and Disclosures. The determination of the fair value of the consideration and related allocation of the purchase price was determined by management of the Company with the assistance of a qualified professional valuation firm. The fair value of the consideration is as follows: Schedule of Fair Value Consideration Cash $ 250,000 Promissory Note, net of discount 950,427 Stock Options 156,612 Total Consideration paid $ 1,357,039 The purchase price allocation is as follows: Tangible assets Cash $ 4,609 Inventory 86,220 Total tangible assets 90,829 Intangible assets Tradename-Trademarks 151,800 Customer base 651,220 Non-compete 154,500 Total Intangibles 957,520 Goodwill 308,690 Total intangible net $ 1,357,039 F- 17 Table of Contents On July 6, 2020, Brian Menke (the “Plaintiff”) in Nevada court seeking to enforce a judgement that he had obtained in 2012 against Krista Whitley, the former owner and manager of Magical Beasts LLC., in the amount of $ 250,000 . In July 2020, the Plaintiff brought a claim in Nevada State Court to impute such judgement to the Company’s wholly owned subsidiary, Magical Beasts, LLC. On August 6, 2020, the court imputed the judgement to Magical Beasts and advised the Company that before paying any funds to Ms. Whitley, they must first satisfy the judgement to the Plaintiff. On October 12, 2020, the Company, Ms. Whitley and the Plaintiff reached a settlement agreement whereby the Company agreed that of the $ 1,000,000 note payable to Ms. Whitley, the first $ 336,450 be paid to the Plaintiff. Ms. Whitley in turn agreed that such payments would be applied to the $ 1,000,000 owed to Ms. Whitley that was to be paid from the proceeds of the offering and the Plaintiff agreed to withdraw the case against Magical Beasts without prejudice. In November, the Company made a cash payment of $ 300,000 to the Plaintiff and issued 8,500 shares of its common stock valued at $ 8,500 . The $ 308,500 was recorded as an offset to the $ 1,000,000 note. On January 25, 2021, the Company entered into an Omnibus Amendment to: (1) the Confidential Membership Interest Purchase Agreement, dated February 21, 2020; (2) the Sales Distributor Agreement, dated February 21, 2020; and (3) the Executive Employment Agreement, dated March 31, 2020 (the “Agreements”). Pursuant to the Omnibus Amendment, the parties (i) acknowledge that the Company has fully satisfied its obligation of $ 334,000 to the Plaintiff as Ms. Whitley’s judgment creditors; (ii) agree that in satisfaction of the remaining balance due to Ms. Whitley under the Agreements, she is to be paid $ 150,000 in cash; (iii) agree that starting April 1, 2020, Whitley shall be entitled to individually market and sell the Bella line of products remaining in the Company’s inventory, as identified in the Omnibus Amendment, and the Company will relinquish its rights to the Bella brand; (iv) agree that the number of shares issuable upon exercise of the common stock purchase options granted to Ms. Whitley under the Agreements shall be reduced from 250,000 to 185,000 , Ms. Whitely may utilize a cashless exercise feature to exercise such options, subject to a six (6) month holding period on the shares, and Ms. Whitley shall not be permitted to sell an amount of shares in any week which exceeds 10 % of the Company’s total weekly trading volume in the prior week; (v) agree that Ms. Whitley’s Employment Agreement shall terminate on March 31, 2021 and shall not renew; (vi) acknowledge that Ms. Whitley has been paid $ 5,541 for unreimbursed expenses on or about December 30, 2020; and (vii) the balance of the note due Whitley be forgiven. As a result of the above, the Company recognized a gain of $ 669,200 comprised of the forgiveness of debt of $ 691,500 and the write-off of the unamortized portion of Whitley’s the non-compete agreement of $ 22,300 . In February 2021, Ms. Whitley exercised her 185,000 options (see Omnibus Agreement above) using the cashless option feature and was issued 159,053 shares of the Company’s restricted common stock in full satisfaction of the option agreement. Note 16 – Acquisition of SRM Entertainment On November 30, 2020, Jupiter Wellness, Inc. (the “Company”), entered into and closed on a share exchange agreement (the “Exchange Agreement”) with SRM Entertainment, LTD, a Hong Kong Special Administrative Region of the People’s Republic of China limited company (“SRM”) and wholly owned subsidiary of Vinco Ventures, Inc., a Nevada corporation formerly known as Edison Nation, Inc. (“Vinco”), and the shareholders of SRM set forth in the Exchange Agreement (the “SRM Shareholders”), pursuant to which the Company acquired 100 % of the shares of SRM’s common stock (the “SRM Common Stock”) from the SRM Shareholders in exchange for 200,000 shares of the Company’s common stock, valued at $ 1,040,000 , subject to a leak out provision and escrow of 50,000 shares of the Company’s common stock. Upon closing, and pursuant to the Exchange Agreement, the Company delivered 150,000 shares of its common stock to SRM and placed 50,000 shares in escrow (“Escrow Shares”). Pursuant to the Exchange Agreement, the Company shall release the Escrow Shares upon SRM generating $ 200,000 in cash receipts and revenue prior to January 15, 2021. The SRM Shareholders shall forfeit their right to receive the Escrow Shares if SRM does not generate $ 200,000 in cash receipts and revenue prior to December 31, 2020. Pursuant to the Exchange Agreement, the Company assumed all of the financial obligations of SRM, as well as its employees and offices. As a result of the Exchange Agreement, SRM became a wholly-owned subsidiary of the Company. F- 18 Table of Contents Valuation and Purchase Price Allocation: According to ASC 805, the standard of value to be used in the application of purchase accounting rules is fair value. The Company utilized fair value defined in Statement of Financial Accounting Standard No. 820–10–35–37 Fair Value Measurements and Disclosures. The determination of the fair value of the consideration and related allocation of the purchase price was determined by management of the Company. The fair value of the consideration is as follows: Schedule of Fair Value Consideration Shares of the Company’s common stock issued 200,000 Market value of Company’s common stock (11/30/20 Nasdaq closing price) $ 5.20 Consideration paid $ 1,040,000 Net tangible liabilities assumed 339,237 Total consideration $ 1,379,237 Schedule of Purchase Price Allocation The purchase price allocation is as follows: Distribution Agreements $ 437,300 Goodwill 941,937 Total purchase price allocation $ 1,379,237 Note 17 - Commitments and Contingencies The Company entered into a new office lease Effective July 1, 2021. The primary term of the lease is five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows: Schedule of Minimum Annual Lease Payments Primary Period Amount Amount During Renewal Period Amount July 1 to June 30, 2022 $ 180,456 July 1 to June 30, 2027 $ 240,662 July 1 to June 30, 2023 $ 201,260 July 1 to June 30, 2028 $ 247,882 July 1 to June 30, 2024 $ 224,330 July 1 to June 30, 2029 $ 255,319 July 1 to June 30, 2025 $ 229,312 July 1 to June 30, 2026 $ 233,653 Under the new standard for lease reporting, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $ 870,406 representing the present value of the future payments under the lease calculated using an 8 % discount rate (the current borrowing rate of the company). The ROU and lease liability are amortized over the five-year life of the lease. The unamortized balances at September 30, 2022 were ROU asset of $ 683,307 , current portion of the lease liability of $ 155,050 and lease liability of $ $ 564,935 . The unamortized balances as of December, 2021 were ROU of $ 797,311 , the current portion of the lease liability of $ 118,102 and non-current portion of the lease liability was $ 695,961 . Additionally, the Company recognized accreted interest expense of $ 46,466 and $ 33,885 , respectively, for the new lease during the Nine-months ended September 30, 2022 and the year ended December 31, 2021. F- 19 Table of Contents Legal Proceedings On August 6, 2020, the Company, Messrs. John and Miller and certain affiliated entities filed a lawsuit in the United States District Court, Southern District of New York against Robert Koch, Bedford Investment Partners, LLC, Kaizen Advisors, LLC and certain other unnamed defendants. The lawsuit alleges that Mr. Koch and the other defendants are attempting to extort the Company and Messrs. John and Miller to issue the defendants shares of the Company’s common stock which they claim are owed to them. The Company asserts that they have no oral or written agreement with Mr. Koch or any of his affiliates that entitle him to shares of the Company’s common stock. The Company’s complaint seeks actual damages in the amount of $ 5,000,000 and punitive damages in the amount of $ 5,000,000 . In response, Mr. Koch and Bedford Investment Partners, LLC (together, the “Koch Parties”) filed their answer and counterclaim, repeating the same claims that caused the Company to file the lawsuit. On October 6, 2020, the Company moved for judgment on the pleadings to dismiss the defendants’ counterclaim in its entirety. On April 24, 2021, the Company’s motion was granted and all counterclaims were dismissed with prejudice, except the breach-of-contract and unjust enrichment claims. On June 04, 2021 the Koch Parties filed a Second Amended Counterclaim, re-alleging their previous breach-of-contract and unjust enrichment counterclaims. On June 25, 2021, the Company filed a motion to dismiss defendants’ Second Amended Counterclaim, which the parties briefed in summer 2021. On February 14, 2022, the court dismissed all of the Koch Parties’ counterclaims except to the extent that they alleged unjust enrichment against Jupiter and Mr. John. On March 22, 2022, the Parties engaged in a Settlement Conference before The Honorable Sarah L. Cave, which did not resolve the case. On March 25, 2022, The Honorable Lewis J. Liman granted Jupiter and Mr. John permission to move for summary judgment dismissing the Koch Parties’ unjust enrichment counterclaim, which the parties briefed in spring 2022. Because the Court has not yet ruled on Jupiter and Mr. John’s motion for summary judgment, the Court rescheduled this case’s jury trial from November 14, 2022 to March 27, 2023. The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. Note 18 – Segment Reporting The Company has two reportable segments: (i) sales and development of cannabidiol based skin and wellness care and therapeutic products and (ii) sales of merchandise sold to theme parks. Sales of the theme park merchandise are made through the Company’s wholly owned subsidiary SRM Entertainment, Inc. Condensed financial information for the Nine-months ended September 30, 2022 and 2021 follow; Schedule of Business Combination Segment Allocation 2022 2021 Jupiter Wellness Revenue $ 91,329 $ 145,791 Cost of Sales 59,745 136,132 Gross Profit (Loss) $ 31,584 $ 9,659 SRM Entertainment Revenue $ 5,199,807 $ 1,186,071 Cost of Sales 4,195,629 987,002 Gross Profit (Loss) $ 1,004,178 $ 199,069 * Combined Revenue $ 5,291,136 $ 1,331,862 Cost of Sales 4,255,374 1,123,134 Gross Profit (Loss) $ 1,035,762 $ 208,728 Note 19 - Subsequent Events Subsequent to September 30, 2022, the Company entered into two Investor relations agreements and issued a total of 225,000 shares of its common stock pursuant to the terms of the agreements. In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2022 to the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements. F- 20 Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations FORWARD LOOKING STATEMENTS This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock. As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our”, “JUPW” and the “Company” mean Jupiter Wellness, Inc. General Overview Jupiter Wellness, Inc. (“Company,” “Jupiter Wellness” “we,” “us,” and “our”) was originally incorporated in the State of Delaware on October 24, 2018. Our principal business address is 1061 E. Indiantown Rd #110, Jupiter, FL 33477. Jupiter Wellness started as a CBD/sun care company developing SPF products with the potential to protect users from the sun while making them healthier. Those products were founded on science and the belief the Company could create research-backed solutions to enhance the well-being of their customers. Today the Company is focusing its scientific approach on developing prescription and/or over-the-counter, or OTC, topical CBD products that have potential therapeutic and medical applications. Specifically, the Company is exploring the use of topical CBD solutions for the treatment of atopic dermatitis (eczema) (JW-100), first-degree burns and sun exposure (JW-300), and herpes labialis (cold sores) (JW-400). In February 2021, the Company announced the results of its novel Cannabidiol-Aspartame combination treatment JW-100 clinical trial which has shown it significantly Reduces ISGA Score in Eczema patients. A double-blinded placebo-controlled interventional study was conducted. Subjects were assigned to apply, at home, one of three treatments: JW-100 (a CBD and aspartame combination topical formulation), a CBD-only topical formulation, or a placebo topical formulation. After 14 days, the average reduction in the Investigator’s Static Global Assessment (ISGA) score was calculated for each group. Additionally, the proportion of subjects achieving (ISGA) score 0 (clear) or 1 (almost clear) with at least 2-grade improvement from baseline was recorded for each arm of the study. 50% of subjects in the JW-100 arm achieved ISGA clear or almost clear (1 or 2) with at least a 2-grade improvement from baseline after treatment versus 20% and 15% in the CBD-only and placebo arms, respectively. The percentage of subjects achieving clear or almost clear with at least a 2-grade improvement from baseline was found to be statistically significant (p=0.028). JW-100, a novel topical formulation containing CBD and aspartame, was shown to significantly reduce the ISGA score in atopic dermatitis patients after two weeks of use. The combination of CBD and aspartame was more effective at reducing ISGA scores than CBD alone. 2 Table of Contents In November 2021, Jupiter Wellness received an official written response from a Type B pre-Investigational New Drug (IND) meeting with the U.S. Food and Drug Administration (FDA) for JW-100, a topical drug for the treatment of eczema. The main purpose of the pre-IND meeting was to evaluate the drug development plan for JW-100. Jupiter Wellness believes that the written response from the FDA supports the Company’s approach and its overall drug development strategy to enable the filing of an IND for its clinical studies on JW-100. On November 16, 2021, Jupiter Wellness announced the results of a double-blinded placebo-controlled clinical trial on JW-300 showing efficacy for the treatment of developing burns (sunburn). The endocannabinoid system, which is a body system affected by CBD, plays a pivotal role in maintaining healthy skin by modulating pain sensation, cell proliferation, and inflammation. The Company’s strategy for the treatment of skin indications is, therefore, to focus on the use of CBD-containing topical formulations and to explore potential combinations of CBD and other agents that may augment and act synergistically with CBD. The Company will explore this strategy by conducting controlled clinical trials to try to ultimately gain FDA approval for specific indications. In addition to CBD-containing products, the Company is advancing several non-CBD formulations to address psoriasis and vitiligo (Photocil), increase the effectiveness of minoxidil to treat hair loss (Minoxidil Booster), COVID-19 induced tinnitus (JW-600), women’s sexual wellness (JW-500), and jellyfish sting prevention sunscreen (NoStingz). RJ-101 was born out of clinical trials designed to establish a topical treatment for the restoration of nipple sensitivity for breast augmentation patients, in addition to patients who had undergone chemotherapy or lumpectomy surgery following a cancer diagnosis. During early studies, women reported not only increased sensitivity but also increased libido. The Company plans to file for a pre-IND meeting with the US FDA within the next 12 months and intends to seek Orphan Drug Designation. An expedited 505(b)(2) regulatory pathway for development is anticipated as the current formulation contains an already approved drug. The Company is also positioning itself to generate revenues through the licensing of its intellectual property (IP). Jupiter Wellness signed agreements to license their minoxidil booster to Taisho, a $2.6 billion revenue company and Japan’s leading seller of minoxidil products. Taisho plans on launching the product commercially in 2023. In India, the Company inked a deal with Cosmofix Technovation Pvt Ltd and Sanpellegrino Cosmetics to license the minoxidil booster and Photocil products. Additional licensing opportunities for these products are being pursued primarily in overseas markets. In Q2 and Q3 2022, the Company established itself as a Contract Research Organization (CRO) through the acquisition of Ascent Clinical Research (ACR) and Applied Biology (AB) assets. Additional contract research opportunities are being pursued and the Company hopes to expand on this line of business in 2023. On November 30, 2020, the Company acquired SRM Entertainment, Limited, a Hong Kong Special Administrative Region of the People’s Republic of China limited company (“SRM”). SRM has relationships with and supplies the amusement park industry with exclusive products that are often only available to consumers inside the relevant amusement park, entertainment venues, and theme hotels in Orlando Florida, Beijing China, Japan, and other places throughout the worldwide theme park industry. Market Opportunity The market for hemp, and products based on extracts of hemp, is expected to grow substantially over the coming years. It is estimated by BDS Analytics and Arcview Market Research that the collective market for CBD sales in the U.S. will surpass $20 billion by 2024 and that there will be a compound annual growth rate of 49 percent by 2024 across all distribution channels. While CBD is an integral part of the Company’s operations, a pivot is underway moving away from consumer CBD products toward scientifically-backed products that show promise as potential OTC and prescription products to address a wide range of conditions including hair loss, eczema, burns, and sexual wellness. Specifically, each of the Company’s core products addresses a large market with unmet needs. 3 Table of Contents According to Grand View Research, the U.S. sun care market size was estimated at $1.95 billion in 2016. The growing consumer awareness regarding the ill-effects of over exposure to ultraviolet, or UV, rays on the undefended skin is expected to propel growth. The sun care market is a highly competitive market and product differentiation in the sun care market is low. Given the relatively low amount of product differentiation, we see an opportunity to carve out a unique market share with our CBD-infused sun care products. We cannot make any claims as to such benefits prior to performing certain testing. We see an opportunity, although there can be no assurance that we will be successful, to become the leading manufacturer of CBD-infused sun care products, marketing the CaniSun brand through an extensive digital and social media awareness campaign. We announced the launch of our CaniSun sun care line of SPF 30, SPF 50 and SPF 55 face lotion on June 6, 2019. We also sell our CBD-infused lip balm and CBD-infused SPF 30 sunscreen spray on our website Canisun.com. Market Strategy The Company plans to seek acquisition opportunities including but not limited to other CBD, non-CBD, and OTC therapeutic brands and companies. The Company may market such products as they are currently comprised or may seek to add CBD to the product. In the event the Company decides to add CBD to such products, they intend to first conduct FDA-regulated clinical trials for safety and efficacy testing. Jupiter Wellness also intends to continue selling its consumer products online directly to consumers through its own website, and other third-party marketplaces as these sites permit. Business-to-business sales (B2B) are being pursued for all the Company’s products. Focusing on B2B and business-to-consumer (B2C) sales/distribution will generally be accomplished through mass merchandise retail (MMR), wholesale, e-commerce, and strategic licensing of intellectual property (IP). The Company has in place a sales team working to develop and maintain relationships with MMR as well as smaller specialty retailers. Wholesale sales are primarily developed through contracted brokers to assist in saturating independent retailers like smaller pharmacies, doctor offices, and drug stores. E-commerce initiatives focus heavily on brand awareness and creating analytics-driven marketing campaigns to drive conversions and develop customer loyalty. Lastly, the Company is actively engaged in the strategic licensing of IP, including formulations and know-how, to companies and partners around the world. Website The Company expects to continually update and expand upon its corporate website and consumer-facing retail websites and further refine its online retail strategies on an ongoing basis. JupiterWellness.com is the Company’s primary corporate website, which will serve as the primary source of information about Jupiter Wellness for investors and contain press releases, product development pipeline, lab reports, media coverage, and additional information about each of the Company’s product candidates. The Company anticipates that each brand will have a front-facing website dedicated to retail sales and brand-specific information. For example, the Company’s line of sun care products, NoStingz, has a website at NoStingzSPF.com and allows for the online retail purchase of the entire product line. As the Company expands its brands they anticipate utilizing the same strategy and dedicating a new e-commerce website to each brand moving forward. The Company is also building websites dedicated to servicing wholesale and larger distributor clients. SRM Acquisition On November 30, 2020, Jupiter Wellness entered into and closed the Exchange Agreement with SRM, a Hong Kong Special Administrative Region of the People’s Republic of China limited company and wholly owned subsidiary of Vinco, and SRM Shareholders, under which Jupiter Wellness acquired 100% of the SRM Common Stock from the SRM Shareholders in exchange for 200,000 shares of the Company’s common stock. Pursuant to the Exchange Agreement, the Company assumed all of the financial obligations of SRM, as well as its employees and offices. As a result of the Exchange Agreement, SRM became a wholly-owned subsidiary of the Company., SRM has relationships with and supplies the amusement park industry with exclusive products such as toys, lights, fans, and other items that are sold in amusement parks. SRM has developed, manufactured, and supplied the amusement park industry with exclusive products that are often only available to consumers inside the relevant amusement park, entertainment venues, and theme hotels in Orlando Florida, Beijing China, Japan, and other places throughout the worldwide theme park industry. SRM has developed unique products in conjunction with suppliers of products for core licensed items for major well-known brands, themes, characters, and movies. Products developed by SRM are generally shipped directly to the theme park without warehousing at the Company’s facilities. SRM does not have long-term agreements with its customers, and instead develops products on an item-by-item basis subject to purchase orders from its customers. Through SRM, the Company additionally intends to seek to sell its sun care products in amusement parks and related beach-adjacent properties such as cruise lines and ocean resorts. Jupiter Wellness is currently pursuing the sale of its jellyfish protection sun care products for sale in these locations. 4 Table of Contents Recent Developments In July 2021, the Company closed an underwritten public offering (the “Offering”) of 11,066,258 shares (the “Company Offering Shares”) of common stock, par value $0.001 per share and warrants (the “Company Warrants”) to purchase up to 11,607,142 shares of Common Stock. The Warrants will be exercisable immediately upon issuance with an exercise price of $2.79 per share and will expire on the fifth anniversary of the original issuance date. The net proceeds from the Offering, after deducting underwriting discounts and commissions and Offering expenses, were $28,318,314, which includes net proceeds from partial exercise of the underwriter’s option to purchase 1,741,071 Company Warrants, representing 15% of the Company Warrants sold in the base offering. On November 3, 2021, the Company filed a registration statement with the Securities and Exchange Commission to sponsor Jupiter Wellness Acquisition Corporation (“JWAC”) a SPAC, dedicated to investing in AI based therapeutics and diagnostics. On December 9, 2021, JWAC consummated the initial public offering (“IPO”) of 13,800,000 at a price of $10.00 per unit, generating gross proceeds of $138,000,000. Simultaneously with the closing of the IPO, JWAC consummated the sale of 629,000 placement units at a price of $10.00 per placement unit in a private placement generating gross proceeds of $6,290,000. As of September 30, 2022, the Company had invested $2,908,300 in Jupiter Wellness Sponsor LLC (“JWSL”), an affiliate, which in turn invested the funds to JWAC On January 20, 2022 the Company received a letter from Nasdaq stating that, because the Company made the Share Grants not pursuant to the 2021 Equity Plan despite them considered to be S-8 eligible, Nasdaq had determined that the Company did not comply with Listing Rule 5635(c). It was brought to our attention that 180,000 shares of common stock, out of the total 1,020,000 shares of common stock to consultants (the “Consulting Share Awards”) that were issued to three consultants, Greentree Financial (100,000 shares), Inc., L&H Inc. (20,000 shares), and Tee 2 Green Enterprises, Ltd. (60,000 shares), during the relevant period (the “Share Grants”), should have been issued pursuant to the 2021 Equity Plan because the Share Grants were considered to be S-8 eligible. As a result, the inadvertent issuance of the Share Grants to the mentioned-above three consultants was not made in compliance with Listing Rule 5635(c). The Company subsequently notified Nasdaq that the Board has approved the reallocation of the Share Grants to be accounted for as if they were originally issued under the 2021 Equity Plan, and has made the corresponding change to the Company’s books and records. However, since the 2021 Equity Plan has previously been exercised in full, to allow for the reallocation of the Share Grants under the 2021 Equity Plan, on January 17, 2022, the Board determined that 100,000 options that have previously been issued under the 2021 Equity Plan to Brian John, and 100,000 options issued to Dr. Glynn Wilson be cancelled, a revocation to which Messrs. John and Wilson have agreed. Following the remedial measures the Company was informed that the Company has regained compliance with the Rule and that this matter is now closed. On June 28, 2022 the Company received a letter from Nasdaq stating that, because the Company made certain share issuances outside of a shareholder approved equity compensation plan, Nasdaq had determined that the Company did not comply with Listing Rule 5635(c). On July 26, 2022, the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions: (1) on July 20, 2022, the Company’s four executive officers (Messrs. John, Miller, and McKinnon and Dr. Wilson), all of whom are on the Company’s Board of Directors except for Mr. McKinnon, each cancelled 2,750 options issued to them in August 2021 pursuant to an Incentive Stock Option Forfeiture Agreement. The cancellation of the 11,000 options in total enabled the issuance of 11,000 shares to a non-executive employee that took place in 2021 to be reallocated to be accounted for as if it was originally issued under the 2020 Equity Incentive Plan. The Company’s Board of Directors passed a resolution on July 25, 2022, making the corresponding change to the Company’s books and records with regard to the 11,000 shares; and (2) on July 26, 2022, the same four executive officers, returned, and the Company cancelled, a total of 56,496 shares of common stock issued to them in 2021 outside of a shareholder approved equity compensation plan. Following the remedial measures, the Company was informed that the Company has regained compliance with the Rule and that this matter is now closed. Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness, Inc., a Florida corporation, Magical Beasts, LLC, a Nevada limited liability company, SRM Entertainment, Limited, a Hong Kong private limited company, and Jupiter Wellness Investments, Inc., a Florida corporation. All intercompany accounts and transactions have been eliminated. Significant Accounting Policies and Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited financial statements for the nine months ended September 30, 2022 and 2021 audited financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, and the rules and regulations of the Securities and Exchange Commission. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. 5 Table of Contents Emerging Growth Company Status We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States Dollars. Significant accounting policies are summarized below: Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were no cash equivalents as of September 30, 2022 or December 31, 2021. Net Loss per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share. For the Nine Months For the Year Ended September 30, Ended December 31, 2022 2021 2021 2020 Numerator: Net (loss) $ (6,692,957 ) $ (11,155,267 ) $ (28,100,245 ) $ (6,289,205 ) Denominator: Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period 22,191,644 14,151,337 16,603,788 7,325,708 Denominator for diluted earnings per share 22,191,644 14,151,337 16,603,788 7,325,708 Basic (loss) per share $ (0.30 ) $ (0.79 ) $ (1.69 ) $ (0.86 ) Diluted (loss) per share $ (0.30 ) $ (0.79 ) $ (1.69 ) $ (0.86 ) 6 Table of Contents Revenue Recognition The Company generates its revenue from the sale of its products directly to the end user or distributor (collectively the “customer”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company’s performance obligations are satisfied when goods or products are shipped on an FOB shipping point basis as title passes when shipped. Our product is generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. Accounts Receivable and Credit Risk Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. As of December 31, 2021, the Company recorded an allowance of $104,851 against accounts receivable acquired in connection with the acquisition of SRM Entertainment and as of September 30, 2022, the Company had recognized no additional allowance for doubtful collections. Foreign Currency Translation Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions and translation for the Nine-months ended September 30, 2022 and year ended December 31, 2021 and the cumulative translation gains and losses as of September 30, 2022 and December 31, 2021 were not material. Inventory Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. Fair Value of Financial Instruments The fair value of our assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 7 Table of Contents Income Taxes We account for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on our evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in our financial statements. Since we were incorporated on October 24, 2018, the evaluation was performed for 2018 tax year, which would be the only period subject to examination. We believe that our income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to our financial position. Our policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The Company’s deferred tax asset at December 31, 2021 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $4,865,890 less a valuation allowance in the amount of approximately $4,865,890. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in the years ended December 31, 2021 and 2020. Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $132,117 and $917,714 for the Nine months ended September 30, 2022 and 2021, respectively. Stock Based Compensation We recognize compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On October 24, 2018, the inception date (“Inception”), we adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. 8 Table of Contents Related parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Recent Accounting Pronouncements In September 2018, the FASB issued ASU 2018-07, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard did not have a significant impact on our results of operations, financial condition, cash flows, and financial statement disclosures. In February 2016, Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard did not have a significant impact on our results of operations, financial condition, cash flows, and financial statement disclosures. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial statements. Results of Operations For the three months ended September 30, 2022 and 2021 The following table provides selected financial data about us for the three months ended September 30, 2022 and 2021, respectively. September 30, 2022 September 30, 2021 Sales $ 1,569,925 $ 687,928 Cost of Sales 1,155,617 685,769 Gross Profit (Loss) 413,308 2,159 Total expenses (2,745,734 ) (4,810,589 ) Net Loss $ (2,232,426 ) $ (4,808,430 ) 9 Table of Contents Revenues We generated $1,569,925 in revenues for the three months ended September 30, 2022 compared to $687,928 revenues in the three months ended September 30, 2021. As a result of the Covid-19 pandemic, revenues were depressed in 2021 and we are now experiencing a greater demand for our products. Operating Expenses and Other Income (Expense) We had total operating expenses and other income and expense of $2,745,734 for the three months ended September 30, 2022 compared to $4,810,589 for the three months ended September 30, 2021. Operating expenses for the three months ended September 30, 2022 were in connection with our daily operations as follows: (i) marketing expenses of $9,575; (ii) research and development of $3,876; (iii) legal and professional expenses of $942,618, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $49,022; (v) depreciation and amortization of $23,186; (vi) general and administrative expenses of $872,365, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office and administration expenses; (vii) stock based compensation of $295,860; (viii) and net interest expense of $549,232. Operating expenses for the three months ended September 30, 2021 were in connection with our daily operations as follows: (i) marketing expenses of $13,996; (ii) research and development of $721,998; (iii) legal and professional expenses of $554,553, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $7,565; (v) depreciation and amortization of $27,839; (vi) general and administrative expenses of $407,801, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses; (vii) stock based compensation of $1,875,471; (viii) net interest expense of $1,196,261 (which includes $1,145,182 of amortization of original issue discount and Warrant discount on convertible promissory notes); and (ix) other loss of $5,105. Income/Losses Net losses were $2,332,426 and $4,808,430 for the three months ended September 30, 2022 and 2021, respectively. For the Nine months ended September 30, 2022 and 2021 The following table provides selected financial data about us for the Nine months ended September 30, 2021 and 2020, respectively. Nine Months Ended September 30, 2022 September 30, 2021 Sales $ 5,291,136 $ 1,331,862 Cost of Sales 4,255,374 1,123,134 Gross Profit (Loss) 1,035,762 208,728 Total expenses (7,728,719 ) (11,363,995 ) Net Loss $ (6,692,957 ) $ (11,155,267 ) Revenues We generated $5,291,136 in revenues for the nine months ended September 30, 2022 compared to $1,331,862 revenues in the Nine months ended September 30, 2021. As a result of the Covid-19 pandemic, revenues were depressed in 2021 and we are now experiencing a greater demand for our products. Operating Expenses We had total operating expenses of $7,728,719 for the Nine months ended September 30, 2022 compared to $11,363,995 for the Nine months ended September 30, 2021. Operating expenses for the nine months ended September 30, 2022 were in connection with our daily operations as follows: (i) marketing expenses of $78,719; (ii) research and development of $132,117; (iii) legal and professional expenses of $1,753,640, consisting of corporate advisory services, annual report preparation fees, investor relations, and general corporate governance fees; (iv) rent and utilities of $130,974; (v) depreciation and amortization of $72,617; (vi) general and administrative expenses of $2,899,489, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses; (vii) stock based compensation of $543,029; (viii) net interest expense of $1,118,134 (which includes $876,926 of amortization of original issue discount and Warrant discount on convertible promissory notes) and (ix) a $1,000,000 impairment of a promissory note. Operating expenses for the nine months ended September 30, 2021 were in connection with our daily operations as follows: (i) marketing expenses of $386,228; (ii) research and development of $917,714; (iii) legal and professional expenses of $1,567,022, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $60,318; (v) depreciation and amortization of $71,045; (vi) general and administrative expenses of $1,795,686, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses; (vii) stock based compensation of $5,538,820; (viii) net interest expense of $1,691,257 (which includes $1,560,334 of amortization of original issue discount and Warrant discount on convertible promissory notes) and (ix) a net gain of $664,095 (which includes a gain of $669,200 on settlement of note payable in connection with the Magical Beast Omnibus Agreement and $5,105 other loss). Income/Losses Net losses were $6,692,957 and $11,155,267 for the Nine months ended September 30, 2022 and 2021, respectively. 10 Table of Contents Item 3. Quantitative and Qualitative Disclosures About Market Risk As a “smaller reporting company”, we are not required to provide the information required by this Item. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022 (the “Evaluation Date”). Based upon that evaluation, the chief executive officer and the chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) are accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting During the past three months and previous fiscal year, we implemented significant measures to remediate the previously disclosed ineffectiveness of our internal control over financial reporting, which included an insufficient degree of segregation of duties amongst our accounting and financial reporting personnel, and the lack of a formalized and complete set of policy and procedure documentation evidencing our system of internal controls over financial reporting. The remediation measures consisted of the hiring of individuals with appropriate experience in internal controls over financial reporting, and the modification of our accounting processes and enhancement to our financial controls, including the testing of such controls. Other than as described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred during the Nine months ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 11 Table of Contents PART II - OTHER INFORMATION Item 1. Legal Proceedings On August 6, 2020, the Company, Messrs. John and Miller and certain affiliated entities filed a lawsuit in the United States District Court, Southern District of New York against Robert Koch, Bedford Investment Partners, LLC, Kaizen Advisors, LLC and certain other unnamed defendants. The lawsuit alleges that Mr. Koch and the other defendants are attempting to extort the Company and Messrs. John and Miller to issue the defendants shares of the Company’s common stock which they claim are owed to them. The Company asserts that they have no oral or written agreement with Mr. Koch or any of his affiliates that entitle him to shares of the Company’s common stock. The Company’s complaint seeks actual damages in the amount of $5,000,000 and punitive damages in the amount of $5,000,000. In response, Mr. Koch and Bedford Investment Partners, LLC (together, the “Koch Parties”) filed their answer and counterclaim, repeating the same claims that caused the Company to file the lawsuit. On October 6, 2020, the Company moved for judgment on the pleadings to dismiss the defendants’ counterclaim in its entirety. On April 24, 2021, the Company’s motion was granted and all counterclaims were dismissed with prejudice, except the breach-of-contract and unjust enrichment claims. On June 04, 2021 the Koch Parties filed a Second Amended Counterclaim, re-alleging their previous breach-of-contract and unjust enrichment counterclaims. On June 25, 2021, the Company filed a motion to dismiss defendants’ Second Amended Counterclaim, which the parties briefed in summer 2021. On February 14, 2022, the court dismissed all of the Koch Parties’ counterclaims except to the extent that they alleged unjust enrichment against Jupiter and Mr. John. On March 22, 2022, the Parties engaged in a Settlement Conference before The Honorable Sarah L. Cave, which did not resolve the case. On March 25, 2022, The Honorable Lewis J. Liman granted Jupiter and Mr. John permission to move for summary judgment dismissing the Koch Parties’ unjust enrichment counterclaim, which the parties briefed in spring 2022. Because the Court has not yet ruled on Jupiter and Mr. John’s motion for summary judgment, the Court rescheduled this case’s jury trial from November 14, 2022 to March 27, 2023. On July 6 , 2020, Brian Menke (the “Plaintiff”) filled a lawsuit in Nevada court seeking to enforce a judgement that he had obtained in 2012 against Krista Whitley, the former owner and manager of Magical Beasts LLC., in the amount of $250,000. In July 2020, the Plaintiff brought a claim in Nevada State Court to impute such judgement to the Company’s wholly owned subsidiary, Magical Beasts, LLC. On August 6, 2020, the court imputed the judgement to Magical Beasts and advised the Company that before paying any funds to Ms. Whitley, they must first satisfy the judgement to the Plaintiff. On October 12, 2020, the Company, Ms. Whitley and the Plaintiff reached a settlement agreement whereby the Company agreed that of the $1,000,000 payable to Ms. Whitley, the first $334,000 be paid to the Plaintiff. Ms. Whitley in turn agreed that such payments would be applied to the $1,000,000 owed to Ms. Whitley that was to be paid from the proceeds of the offering and the Plaintiff agreed to withdraw the case against Magical Beasts without prejudice. On January 25, 2021, the Company entered into an Omnibus Amendment to: (1) the Confidential Membership Interest Purchase Agreement, dated February 21, 2020; (2) the Sales Distributor Agreement, dated February 21, 2020; and (3) the Executive Employment Agreement, dated March 31, 2020 (the “Agreements”). Pursuant to the Omnibus Amendment, the parties (i) acknowledge that the Company has fully satisfied its obligation of $334,000 to the Plaintiff as Ms. Whitley’s judgment creditors; (ii) agree that in satisfaction of the remaining balance due to Ms. Whitley under the Agreements, she is to be paid $150,000 in cash; (iii) agree that starting April 1, 2020, shall be entitled to individually market and sell the Bella line of products remaining in the Company’s inventory, as identified in the Omnibus Amendment, and the Company will relinquish its rights to the Bella brand; (iv) agree that the number of shares issuable upon exercise of the common stock purchase options granted to Ms. Whitley under the Agreements shall be reduced from 250,000 to 185,000, Ms. Whitely may utilize a cashless exercise feature to exercise such options, subject to a six (6) month holding period on the shares, and Ms. Whitley shall not be permitted to sell an amount of shares in any week which exceeds 10% of the Company’s total weekly trading volume in the prior week; (v) agree that Ms. Whitley’s Employment Agreement shall terminate on March 31, 2021 and shall not renew; and (vi) acknowledge that Ms. Whitley has been paid $5,541 for unreimbursed expenses on or about December 30, 2020; and (vii) the balance of the note due Whitley be forgiven. As a result of the above, the Company recognized a gain of $669,200 in 2021, comprised of the forgiveness of debt of $691,500 and the write-off of the unamortized portion of Whitley’s non-compete agreement of $22,300. 12 Table of Contents Item 1A. Risk Factors As a “smaller reporting company”, we are not required to provide the information required by this Item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the nine-months ended September 30, 2022, the Company entered into two Investor Relations Consulting Agreement under the terms of which the Company issued 250,000 shares of its common stock. The shares were issued at their respective fair value based on the Company’s Nasdaq closing price of the shares on the date of the agreements. The Company recognized a total of $208,860 as stock-based compensation during the nine-months ended September 30, 2022 for these issuances. On April 20, 2022, Jupiter Wellness, Inc. (the “Company”) entered into a $1,500,000 Loan Agreement (the “Greentree Loan”). Pursuant to the Greentree Loan the Company issued a Convertible Promissory Note in the principal amount of $1,500,000 (the “Greentree Note”), the issuance of 187,500 shares of the Company’s common stock as origination shares and the issuance of a Common Stock Purchase Warrant for 1,100,000 shares of the Company’s common stock (the “Greentree Warrant”). On April 20, 2022, the Company entered into a $500,000 Loan Agreement (the “L&H Loan,” collectively with Greentree Loan referred to as the “Loan Agreements”). Pursuant to the L&H Loan the Company issued a Convertible Promissory Note in the principal amount of $500,000 (the “L&H Note,” collectively with Greentree Note as the “Notes”) “), the issuance of 62,500 shares of the Company’s common stock as origination shares and the issuance of a Common Stock Purchase Warrant for 360,000 shares of the Company’s common stock (the “L&H Warrant,” collectively with Greentree Warrant as the “Warrants”). Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None Item 6. Exhibits Exhibit Number Description (31) Rule 13a-14 (d)/15d-14d) Certifications 31.1 Section 302 Certification by the Principal Executive Officer 31.2 Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer (32) Section 1350 Certifications 32.1* Section 906 Certification by the Principal Executive Officer 32.2 Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer 101 * Interactive Data File 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * The certifications attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.. 13 Table of Contents SIGNATURES 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 thereunto duly authorized. Jupiter Wellness, INC. Dated: November 14, 2022 /s/ Brian S. John Brian S. John Chief Executive Officer (Principal Executive Officer Officer) 14