What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-04-03 compared with 2022-03-31 · 68 added, 53 removed, 31 unchanged (80% of the section changed)

5 unchanged sentences

actual transactions.

Quarter Ended December 31, 2021

Quarter Ended September 30, 2021

Quarter Ended December 31, 2021

Quarter Ended December 31, 2021*

Quarter Ended March 31, 2022*

The Company began trading on October 30, 2020.

On March 30, 2022, the common stock closed at $24,146,001.

2022Fiscal Year:

Fourth Quarter Ended December 31, 2022

Third Quarter Ended September 30, 2022

Second Quarter Ended June 30, 2022

First Quarter Ended March 31, 2022

2021 Fiscal Year:

Fourth Quarter Ended December 31, 2021

Third Quarter Ended September 30, 2021

Second Quarter Ended June 30, 2021

First Quarter Ended March 31, 2021

consider our common stock to be thinly traded and, accordingly, reported sales prices or quotations may not be a true market-based valuation

9 unchanged sentences

of Securities

November 16, 2020, the Company entered into an endorsement agreement (the “ Endorsement Agreement ”) with Tee-2-Green

Enterprises Limited (“ Tee-2-Green ”), pursuant to which the Company received the exclusive right and license to utilize

Ernie Els’ (the “ Player ”) name, likeness, photographs, and endorsements in the advertising, promotion, distribution

and sale of the Company’s products, including products in the CaniSun, CaniSkin and CaniDermRX lines.

The Endorsement Agreement

has a term of three (3) years (the “ Contract Period ”), which commenced on November 10, 2020, unless extended by mutual

agreement of the parties or sooner terminated.

Beginning one (1) year prior to the end of the Contract Period, and for a period of six

(6) months thereafter (the “ Exclusive Negotiating Period ”), the parties shall negotiate exclusively with one another

as regards to extension of the Endorsement Agreement.

In the event that the parties are unable to conclude a binding agreement as regards

to an extension of the Endorsement Agreement during the Exclusive Negotiating Period, either party shall be entitled to enter into negotiations

with any third party as regards the subject matter of the Endorsement Agreement and conclude any agreement with any third party for the

period following the Contract Period.

November 16, 2020, the Company entered into an endorsement agreement (the “Endorsement Agreement”) with Tee-2-Green Enterprises

Limited (“Tee-2-Green”), pursuant to which the Company received the exclusive right and license to utilize Ernie Els’

(the “Player”) name, likeness, photographs, and endorsements in the advertising, promotion, distribution and sale of the

Company’s products.

The Endorsement Agreement has a term of three (3) years (the “Contract Period”), which commenced

on November 10, 2020, unless extended by mutual agreement of the parties or sooner terminated.

Beginning one (1) year prior to the end

of the Contract Period, and for a period of six (6) months thereafter (the “Exclusive Negotiating Period”), the parties shall

negotiate exclusively with one another as regards to extension of the Endorsement Agreement.

In the event that the parties are unable

to conclude a binding agreement as regards to an extension of the Endorsement Agreement during the Exclusive Negotiating Period, either

party shall be entitled to enter into negotiations with any third party as regards the subject matter of the Endorsement Agreement and

conclude any agreement with any third party for the period following the Contract Period.

to the Endorsement Agreement, the Company issued to Tee-2-Green 50,000 shares of the Company’s common stock and warrants to purchase

8 unchanged sentences

The Company will also pay Tee-2-Green $75,000 in year four and $75,000 in year five of the Endorsement Agreement.

November 30, 2020, 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 ”)

November 30, 2020, 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.

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, subject to a leak out provision and escrow of 50,000 shares of the Company’s

common stock.

SRM is involved in the sale of merchandise at amusement parks and has licenses which allow the Company to sell its other

products in these amusement parks.

As a result, the Company is currently developing a new line of non-CDB infused suncare products for

sale in these parks.

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.

Pursuant to the Exchange Agreement,

the Company assumed all of the financial obligations of SRM, as well as its four employees and offices in Hong Kong.

We expect to close

the office in Hong Kong over the next few months as the employees are largely working remotely.

As a result of the Exchange Agreement,

SRM became a wholly-owned subsidiary of the Company.

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, subject to a leak out provision and escrow of 50,000 shares of the Company’s common

SRM is involved in the sale of merchandise at amusement parks and has licenses which allow the Company to sell its other products

in these amusement parks.

As a result, the Company is currently developing a new line of non-CDB infused suncare products for sale in

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.

Pursuant to the Exchange Agreement, the Company

assumed all of the financial obligations of SRM, as well as its four employees and offices in Hong Kong.

We expect to close the office

in Hong Kong over the next few months as the employees are largely working remotely.

As a result of the Exchange Agreement, SRM became

a wholly-owned subsidiary of the Company.

Authorized for Issuance under Equity Compensation Plans

July 27, 2021, and December 14, 2021, our Board of Directors and majority shareholders, respectively, approved the Jupiter Wellness,

2021 Equity Incentive Plan (the “Plan”), to be administered by our Compensation Committee.

Pursuant to the Plan, we

are authorized to grant options and other equity awards to officers, directors, employees and consultants.

The purchase price of each

share of common stock purchasable under an award issued pursuant to the Plan, shall be determined by our Compensation Committee, in its

sole discretion, at the time of grant, but shall not be less than 100% of the fair market of such share of common stock on the date the

award is granted, subject to adjustment.

Our Compensation Committee shall also have sole authority to set the terms of all awards at

the time of grant.

Pursuant to the Plan, a maximum of 3,500,000 shares of our common stock shall be set aside and reserved for issuance,

subject to adjustments as may be required in accordance with the terms of the Plan.

On September 14, 2022 and December

22 2022, our Board of Directors and majority shareholders, respectively, approved the Jupiter Wellness, Inc.

2022 Equity Incentive

Plan (the “2022 Plan ” ),

to be administered by the our Compensation Committee.

Pursuant to the 2022 Plan, we are authorized to grant options and other equity awards

to officers, directors, employees and consultants.

The purchase price of each share of common stock purchasable under an award issued

pursuant to the 2022 Plan, shall be determined by our Compensation Committee, in its sole discretion, at the time of grant, but shall

not be less than 100% of the fair market of such share of common stock on the date the award is granted, subject to adjustment.

Our Compensation

Committee shall also have sole authority to set the terms of all awards at the time of grant.

Pursuant to the 2022 Plan, a maximum of

4,000,000 shares of our common stock shall be set aside and reserved for issuance, subject to adjustments as may be required in accordance

with the terms of the 2022 Plan.

On July 27, 2021, and December

14, 2021, our Board of Directors and majority shareholders, respectively, approved the Jupiter Wellness, Inc.

2021 Equity Incentive Plan

(the “2021 Plan”), to be administered by our Compensation Committee.

Pursuant to the 2021 Plan, we are authorized to grant

options and other equity awards to officers, directors, employees and consultants.

The purchase price of each share of common stock purchasable

under an award issued pursuant to the 2021 Plan, shall be determined by our Compensation Committee, in its sole discretion, at the time

of grant, but shall not be less than 100% of the fair market of such share of common stock on the date the award is granted, subject to

Our Compensation Committee shall also have sole authority to set the terms of all awards at the time of grant.

the 2021 Plan, a maximum of 3,500,000 shares of our common stock shall be set aside and reserved for issuance, subject to adjustments

as may be required in accordance with the terms of the 2021 Plan.

SELECTED FINANCIAL DATA

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity