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 | 83-2455 ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company's June 30, 2022 financial statements show increased revenue, reduced net loss, decreased assets due to cash, and increased liabilities from convertible notes [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to **$14.39 million** by June 30, 2022, from **$18.87 million** primarily due to reduced cash, while liabilities increased to **$3.69 million** from **$2.27 million** from convertible notes Consolidated Balance Sheet Highlights (Unaudited) | Metric | June 30, 2022 ($) | December 31, 2021 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $5,000,684 | $11,754,558 | | Total Current Assets | $10,647,544 | $16,279,745 | | Total Assets | $14,386,140 | $18,867,465 | | **Liabilities & Equity** | | | | Convertible notes, net | $1,397,450 | $0 | | Total Current Liabilities | $3,068,463 | $1,569,085 | | Total Liabilities | $3,689,331 | $2,265,046 | | Total Shareholders' Equity | $10,696,809 | $16,602,419 | [Consolidated Statement of Operations](index=7&type=section&id=Consolidated%20Statement%20of%20Operations) For the three and six months ended June 30, 2022, sales and gross profit increased significantly, reducing net loss to **$1.44 million** (Q2) and **$4.36 million** (six-month) Three Months Ended June 30, (Unaudited) | Metric | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Sales | $3,000,582 | $595,088 | | Gross Profit | $505,243 | $181,175 | | General and administrative expenses | $1,397,810 | $3,839,316 | | Net (loss) | $(1,440,756) | $(4,151,074) | | Basic Net (loss) per share | $(0.07) | $(0.37) | Six Months Ended June 30, (Unaudited) | Metric | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Sales | $3,722,211 | $643,934 | | Gross Profit | $622,454 | $206,569 | | General and administrative expenses | $3,414,083 | $6,727,610 | | Impairment of Promissory Note | $1,000,000 | $0 | | Net (loss) | $(4,360,531) | $(6,346,837) | | Basic Net (loss) per share | $(0.19) | $(0.56) | [Consolidated Statement of Cash Flows](index=9&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2022, net cash used in operations was **$3.71 million**, investing **$2.27 million**, and financing **$0.77 million**, leading to a **$6.75 million** net cash decrease Cash Flow Summary for Six Months Ended June 30, (Unaudited) | Cash Flow Activity | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Net cash (used in) operating activities | $(3,709,580) | $(3,237,054) | | Net cash (used in) investing activities | $(2,273,512) | $(51,646) | | Net cash (used in) provided by financing activities | $(770,782) | $2,967,500 | | **Net (decrease) in cash** | **$(6,753,874)** | **$(321,200)** | | Cash at beginning of period | $11,754,558 | $4,262,168 | | Cash at end of period | $5,000,684 | $3,940,968 | [Notes to the Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies, segment reporting, acquisitions, convertible notes, capital structure changes including share repurchases, and legal proceedings - The company operates in two segments: cannabidiol-based skin care and therapeutic products, and theme park merchandise sales via SRM Entertainment[39](index=39&type=chunk)[128](index=128&type=chunk) - In April 2022, the company issued **$2.0 million** in convertible promissory notes at an 8% interest rate, convertible at **$2.79 per share**, maturing October 20, 2022[85](index=85&type=chunk)[86](index=86&type=chunk) - The company repurchased **2,690,354** common shares for **$2.78 million** by June 30, 2022, subsequently cancelling **2,433,894** of them[100](index=100&type=chunk)[129](index=129&type=chunk) Segment Gross Profit (Six Months Ended June 30) | Segment | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Jupiter Wellness | $20,446 | $59,494 | | SRM Entertainment | $602,008 | $147,075 | | **Total Gross Profit** | **$622,454** | **$206,569** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes 2022 revenue growth to increased product demand, continues wellness R&D, diversified revenue via SRM Entertainment, and reduced net loss due to lower operating expenses [General Overview](index=30&type=section&id=General%20Overview) Jupiter Wellness focuses on R&D and sales of wellness products, advancing clinical trials like JW-100 for eczema, and expanded into amusement park merchandise via SRM Entertainment - The company researches, develops, licenses, and sells wellness products for hair, skin, and sexual health, with products like Photocil licensed in over **30** countries[137](index=137&type=chunk) - Clinical trials for JW-100 (cannabidiol-aspartame) showed significant eczema improvement, with **50%** of patients achieving clear or almost clear skin versus placebo[137](index=137&type=chunk) - The acquisition of SRM Entertainment provides a revenue stream from supplying exclusive products to the global amusement park industry[143](index=143&type=chunk)[153](index=153&type=chunk) [Recent Developments](index=34&type=section&id=Recent%20Developments) Recent developments include a **$28.3 million** public offering in July 2021, sponsoring a SPAC that raised **$138 million**, and resolving Nasdaq compliance issues regarding share issuances - Closed an underwritten public offering in July 2021, raising net proceeds of **$28.3 million**[156](index=156&type=chunk) - Sponsored Jupiter Wellness Acquisition Corporation (JWAC), a SPAC that completed a **$138 million** IPO in December 2021, with the company investing **$2.9 million**[157](index=157&type=chunk) - Resolved Nasdaq Listing Rule 5635(c) compliance issues related to share issuances by taking remedial actions to regain compliance[157](index=157&type=chunk)[158](index=158&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Financial performance improved in H1 2022, with Q2 revenues growing to **$3.0 million** and net loss narrowing to **$1.4 million**, driven by higher sales and lower operating expenses Results for the Three Months Ended June 30, | Metric | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Sales | $3,000,582 | $595,088 | | Gross Profit | $505,243 | $181,175 | | Total Expenses | $(1,945,999) | $(4,332,249) | | Net Loss | $(1,440,756) | $(4,151,074) | Results for the Six Months Ended June 30, | Metric | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Sales | $3,722,211 | $643,934 | | Gross Profit | $622,454 | $206,569 | | Total Expenses | $(4,982,985) | $(6,553,406) | | Net Loss | $(4,360,531) | $(6,346,837) | - Management attributes the increase in revenue to a greater demand for products as the impact of the Covid-19 pandemic subsided[189](index=189&type=chunk)[196](index=196&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is not required to provide this information as it qualifies as a "smaller reporting company" - As a "smaller reporting company", Jupiter Wellness is not required to provide the information required by this item[202](index=202&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2022, after implementing remediation measures for internal control weaknesses - Management concluded that as of June 30, 2022, the company's disclosure controls and procedures are effective[203](index=203&type=chunk) - The company implemented remediation measures for previously disclosed internal control weaknesses, including hiring experienced personnel and modifying accounting processes[204](index=204&type=chunk) [PART II - OTHER INFORMATION](index=43&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in an extortion lawsuit against Robert Koch, with a trial scheduled for November 2022, and settled a separate matter related to Magical Beasts LLC, recognizing a **$669,200** gain - The company filed a lawsuit against Robert Koch and others for alleged extortion, seeking **$5 million** in actual and **$5 million** in punitive damages, with a jury trial scheduled for November 14, 2022[208](index=208&type=chunk) - A legal matter related to the Magical Beasts LLC acquisition was settled, involving debt forgiveness and resulting in a **$669,200** gain recognized in 2021[209](index=209&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) The company is not required to provide this information as it qualifies as a "smaller reporting company" - As a "smaller reporting company", Jupiter Wellness is not required to provide the information required by this item[213](index=213&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On April 20, 2022, the company entered **$2.0 million** in loan agreements, issuing convertible notes, **250,000** origination shares, and warrants for **1,460,000** shares, maturing October 20, 2022 - On April 20, 2022, the company entered into loan agreements totaling **$2.0 million**[214](index=214&type=chunk)[215](index=215&type=chunk) - In connection with the loans, the company issued convertible notes, **250,000** origination shares, and warrants to purchase **1,460,000** common shares[214](index=214&type=chunk)[215](index=215&type=chunk) [Other Items (Items 3, 4, 5, 6)](index=44&type=section&id=Other%20Items%20%28Items%203%2C%204%2C%205%2C%206%29) No defaults on senior securities (Item 3), mine safety disclosures are not applicable (Item 4), no other information (Item 5), and Item 6 lists filed exhibits - Item 3, Defaults Upon Senior Securities: None[216](index=216&type=chunk) - Item 4, Mine Safety Disclosures: Not applicable[217](index=217&type=chunk) - Item 5, Other Information: None[218](index=218&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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. Washington, D.C. 20549 Form 10-Q (Exact name of registrant as specified in charter) Delaware 83-2455880 (Sta ...

Part I [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) Jupiter Wellness, Inc. develops and markets CBD-based medical therapeutics and wellness products, diversifying into amusement park merchandise through the SRM Entertainment acquisition - The company's core business is developing **CBD-based medical therapeutics and wellness products**, with a clinical pipeline for skin conditions like eczema, burns, and skin cancer[16](index=16&type=chunk)[24](index=24&type=chunk) - Key proprietary product lines include **CaniSun** (sun care), **CaniSkin** (skin care), and **CaniDermRX** (dermatological treatments)[16](index=16&type=chunk) - A clinical trial for **JW-100** (a CBD and aspartame combination) for eczema showed that **50%** of subjects achieved clear or almost clear skin, a **statistically significant** result (p=0.028) compared to CBD-only and placebo arms[17](index=17&type=chunk) - In November 2020, the company acquired **SRM Entertainment**, a supplier of exclusive products to the amusement park industry, to diversify operations and create new sales channels for its sun care products[22](index=22&type=chunk)[28](index=28&type=chunk)[48](index=48&type=chunk) - The company is actively pursuing **intellectual property protection**, having filed patents for its CBD/Aspartame combination (CaniDermRX) and CBD-infused sunscreen formulations (CaniSun)[39](index=39&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) Research and Development Expenses (YoY) | Fiscal Year | R&D Expense | | :--- | :--- | | 2021 | $1,079,362 | | 2020 | $308,367 | - The business operates under the regulatory framework of the **2018 Farm Bill**, which legalized hemp-derived products with less than **0.3% THC**, but remains subject to evolving FDA regulations regarding CBD products[75](index=75&type=chunk)[76](index=76&type=chunk)[86](index=86&type=chunk) [Risk Factors](index=15&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks from evolving CBD regulations, intense competition, costly and uncertain FDA approval processes, financial instability, and the adverse impact of the COVID-19 pandemic on its SRM subsidiary - Significant risk exists due to the **uncertain and evolving regulatory environment** for CBD products, with potential for conflicting federal, state, and FDA regulations that could harm the business[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) - The company's business is highly dependent on receiving **FDA and other governmental approvals** for its therapeutic product candidates, a process that is expensive, lengthy, and uncertain[119](index=119&type=chunk) - The COVID-19 pandemic has had a material adverse effect on the business, particularly its subsidiary SRM, whose revenue from the amusement park industry fell from over **$7 million in 2019 to $2.7 million in 2021**[156](index=156&type=chunk) - The company's auditors previously expressed doubt about its ability to continue as a **going concern** due to significant costs and accumulated deficits, although management believes recent financing has alleviated this[166](index=166&type=chunk) - There are risks associated with integrating the **SRM acquisition**, which could challenge management resources and disrupt business momentum[157](index=157&type=chunk) - The company faces **intellectual property risks**, including the potential for litigation, the cost of enforcement, and the possibility that its proprietary rights may not be sufficient to prevent infringement[171](index=171&type=chunk)[175](index=175&type=chunk)[179](index=179&type=chunk) [Unresolved Staff Comments](index=35&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments - The company has no unresolved staff comments from the SEC[197](index=197&type=chunk) [Properties](index=35&type=section&id=ITEM%202.%20PROPERTIES) The company leases its principal executive office in Jupiter, Florida, and does not own any real estate - The company's principal executive office is located at 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477[198](index=198&type=chunk) - The company does not own any real property and leases its office space[93](index=93&type=chunk)[198](index=198&type=chunk) [Legal Proceedings](index=35&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is engaged in a lawsuit against Robert Koch for alleged extortion, seeking **$10 million** in damages, and settled a separate legal matter involving its Magical Beasts LLC subsidiary - The company filed a lawsuit against Robert Koch and others alleging extortion, seeking **$5 million** in actual and **$5 million** in punitive damages, with a jury trial scheduled for no earlier than November 14, 2022[201](index=201&type=chunk) - A lawsuit related to a judgment against the former owner of subsidiary Magical Beasts LLC was settled, where the company agreed to pay **$334,000** to the plaintiff on behalf of the former owner[202](index=202&type=chunk)[203](index=203&type=chunk) - As part of an Omnibus Amendment related to the Magical Beasts settlement, the company recognized a gain of **$669,200** from the forgiveness of debt and write-off of a non-compete agreement[204](index=204&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) This section is not applicable to the company's operations - This item is not applicable to the company's operations[205](index=205&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=37&type=section&id=ITEM%205.%20MARKET%20FOR%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%2C%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock and warrants trade on NASDAQ, exhibiting volatility, and the company does not anticipate paying cash dividends, while having approved an equity incentive plan - The company's common stock trades on the NASDAQ under the symbol **JUPW**, and its warrants trade under **JUPWW**[208](index=208&type=chunk) 2021 Quarterly Stock Price Range | Quarter | High ($) | Low ($) | | :--- | :--- | :--- | | Q1 2021 | 7.98 | 4.56 | | Q2 2021 | 5.07 | 3.76 | | Q3 2021 | 4.61 | 1.36 | | Q4 2021 | 2.11 | 0.83 | - The company does not expect to pay any cash dividends on its common stock in the foreseeable future[213](index=213&type=chunk) - The **Jupiter Wellness, Inc. 2021 Equity Incentive Plan** was approved, authorizing up to **3,500,000 shares** of common stock for equity awards to officers, directors, employees, and consultants[218](index=218&type=chunk)[343](index=343&type=chunk) [Selected Financial Data](index=38&type=section&id=ITEM%206.%20SELECTED%20FINANCIAL%20DATA) This section is not applicable as the company qualifies as a smaller reporting company - This section is not applicable as the company qualifies as a smaller reporting company[219](index=219&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=ITEM%207.%20MANAGEMENTS%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) In 2021, revenue increased to **$2.88 million**, but net loss significantly widened to **$28.1 million** due to substantial operating expenses, including a **$10 million** impairment and **$9.4 million** in stock-based compensation Results of Operations (2021 vs. 2020) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Sales | $2,876,273 | $1,065,665 | | Gross Profit | $535,485 | $441,095 | | Total Expenses | $28,635,730 | $6,730,300 | | Net Loss | ($28,100,245) | ($6,289,205) | - The increase in revenue in 2021 is attributed to recovery from the negative impacts of COVID-19 in 2020, which had caused closures of beaches and theme parks[280](index=280&type=chunk) - Operating expenses in 2021 included significant one-time or non-cash charges: a **$10 million** impairment on a promissory note, **$9.4 million** in stock-based compensation, and a **$300,000** impairment of intellectual property[282](index=282&type=chunk) - Legal and professional expenses rose to **$3.1 million** in 2021, primarily for due diligence on two proposed mergers and corporate advisory services[282](index=282&type=chunk) Net Loss Per Share (2021 vs. 2020) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Basic (loss) per share | ($1.69) | ($0.86) | | Diluted (loss) per share | ($1.69) | ($0.86) | [Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section is not applicable as the company qualifies as a smaller reporting company - This section is not applicable as the company qualifies as a smaller reporting company[288](index=288&type=chunk) [Financial Statements and Supplementary Data](index=50&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the company's audited consolidated financial statements for 2021 and 2020, with the auditor's report highlighting critical audit matters regarding investment and note receivable valuations - The independent auditor's report identified two **critical audit matters**: the valuation and impairment analysis of a held-to-maturity investment in an unconsolidated entity, and the valuation and impairment analysis of a note receivable related to a future acquisition[388](index=388&type=chunk)[389](index=389&type=chunk)[390](index=390&type=chunk) Consolidated Balance Sheet Highlights (As of Dec 31) | Account | 2021 | 2020 | | :--- | :--- | :--- | | Cash | $11,754,558 | $4,262,168 | | Total Assets | $18,867,465 | $6,525,593 | | Total Liabilities | $2,265,046 | $2,132,052 | | Total Shareholders' Equity | $16,602,419 | $4,393,541 | Consolidated Statement of Cash Flows Highlights (Year Ended Dec 31) | Account | 2021 | 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | ($7,567,645) | ($2,732,736) | | Net cash used in investing activities | ($13,146,597) | ($245,986) | | Net cash provided by financing activities | $28,206,632 | $6,709,864 | | Net increase in cash | $7,492,390 | $3,731,142 | - The **'going concern'** issue noted in 2020 was alleviated in 2021 after the company raised net proceeds of **$28.3 million** from a public offering, providing sufficient capital to execute its business plan[404](index=404&type=chunk) - A **$10 million** Secured Promissory Note issued to Next Frontier Pharmaceuticals, Inc. (NFP) in December 2021 was fully impaired in the same year after NFP terminated the acquisition agreement in February 2022[445](index=445&type=chunk)[532](index=532&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=50&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reports no changes in or disagreements with its accountants on accounting and financial disclosures - There were no disagreements with accountants on accounting and financial disclosures[290](index=290&type=chunk) [Controls and Procedures](index=50&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) As of December 31, 2021, management concluded that both disclosure controls and internal control over financial reporting were ineffective due to the small management team - Management concluded that the company's disclosure controls and procedures were **ineffective** as of the end of the period[292](index=292&type=chunk) - Management also concluded that the company's internal control over financial reporting was **ineffective** as of December 31, 2021, based on the COSO framework[294](index=294&type=chunk) - The ineffectiveness was attributed to the assessment and control of disclosure decisions being performed by a small team[292](index=292&type=chunk) - No changes in internal controls over financial reporting occurred during the fiscal year that materially affected, or are reasonably likely to materially affect, these controls[297](index=297&type=chunk) [Other Information](index=52&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) There is no other information to report in this section - None[299](index=299&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=52&type=section&id=ITEM%2010.%20DIRECTORS%20AND%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section details the company's directors and executive officers, board composition, established committees, separation of CEO and Chairman roles, and adopted corporate governance guidelines - The company's key executive officers include **Brian S. John (CEO)**, **Douglas O. McKinnon (CFO)**, **Richard Miller (Chief Compliance Officer)**, and **Dr. Glynn Wilson (Chairman and Chief Science Officer)**[301](index=301&type=chunk) - The Board of Directors has **seven members**, with **four** (Ms. Kaufman and Messrs. Melton, Alila, and Young) determined to be independent[317](index=317&type=chunk) - The Board has established an **Audit Committee**, a **Compensation Committee**, and a **Nominating and Corporate Governance Committee**, with memberships and chairmanships defined[319](index=319&type=chunk)[320](index=320&type=chunk)[322](index=322&type=chunk) - The roles of Chief Executive Officer and Chairman of the Board are separate, with **Brian S. John** as CEO and **Dr. Glynn Wilson** as Chairman[325](index=325&type=chunk) [Executive Compensation](index=58&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) This section details executive compensation for 2021 and 2020, including salaries, bonuses, and stock awards, and outlines employment agreements and the **2021 Equity Incentive Plan** Summary Compensation Table (2021) | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Comp ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Brian S. John, CEO | 2021 | 200,000 | 43,122 | 33,333 | 20,000 | 296,455 | | Richard Miller, CCO | 2021 | 151,042 | 43,122 | 16,667 | - | 230,830 | | Dr. Glynn Wilson, Chairman & CSO | 2021 | 121,875 | - | 225,000 | - | 366,875 | - Employment agreements for CEO **Brian John** and other executives were amended effective June 1, 2021, to increase base salaries and provide for severance payments upon termination without cause or change of control[333](index=333&type=chunk)[335](index=335&type=chunk)[338](index=338&type=chunk) - The **2021 Equity Incentive Plan** was approved, reserving **3,500,000 shares** of common stock for issuance as equity awards[343](index=343&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=62&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT) As of March 31, 2022, the company's directors and executive officers collectively beneficially owned approximately **30.55%** of outstanding common stock, with CEO **Brian S. John** holding **13.74%** Beneficial Ownership of Directors and Officers (as of March 31, 2022) | Name of Beneficial Owner | % of Shares Beneficially Owned | | :--- | :--- | | Brian S. John (CEO and Director) | 13.74% | | Richard Miller (COO and Director) | 5.79% | | Glynn Wilson (Chairman) | 7.20% | | All officers and directors (8 persons) | 30.55% | [Certain Relationships and Related Transactions, and Director Independence](index=63&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) The company engaged in related-party transactions, including convertible notes with CEO **Brian S. John** and Chairman **Dr. Glynn Wilson**, and a **$2.9 million** investment in **Jupiter Wellness Sponsor LLC (JWSL)**, a SPAC sponsor - The company issued convertible promissory notes to entities affiliated with CEO **Brian S. John** and Chairman **Dr. Glynn Wilson**, which were subsequently paid in full or converted into common stock[357](index=357&type=chunk)[358](index=358&type=chunk) - As of December 31, 2021, the company had invested **$2,908,300** in **Jupiter Wellness Sponsor LLC (JWSL)**, the sponsor of a SPAC named **Jupiter Wellness Acquisition Corp. (JWAC)**, where the company's CEO, **Brian John**, is the managing member of JWSL and CEO of JWAC[365](index=365&type=chunk) [Principal Accountant Fees and Services](index=65&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) The company paid **M&K CPAS** audit fees of **$86,260** in 2021 and **$60,075** in 2020, with no other fees incurred Audit Fees Paid to M&K CPAS | Fiscal Year | Audit Fees ($) | | :--- | :--- | | 2021 | 86,260 | | 2020 | 60,075 | Part IV [Exhibits, Financial Statement Schedules](index=66&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES) This section indexes all exhibits filed with the Form 10-K, including corporate documents, material contracts, and Sarbanes-Oxley Act certifications - Lists key corporate documents filed as exhibits, including the **Second Amended and Restated Certificate of Incorporation (Exhibit 3.5)** and **Bylaws (Exhibit 3.3)**[373](index=373&type=chunk) - Includes material contracts such as employment agreements with **Brian John (10.8)** and **Richard Miller (10.9)**, and the **Share Exchange Agreement for the SRM acquisition (10.15)**[375](index=375&type=chunk) - Certifications by the CEO and CFO pursuant to **Sections 302 and 906 of the Sarbanes-Oxley Act** are included as exhibits (**31.1, 31.2, 32.1, 32.2**)[375](index=375&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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. 1061 E. Indiantown Road, Suite 110 Jupiter, FL 33477 (Address of princi ...

PART I [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements for the six months ended June 30, 2021, show a significant increase in net loss to $6.35 million from $0.92 million in the prior year period, primarily driven by higher general and administrative expenses, including substantial stock-based compensation. Total assets slightly decreased to $6.32 million. A major subsequent event was the closing of a public offering in July 2021, which raised net proceeds of $28.3 million, alleviating previous going concern doubts [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2021, the company's total assets were $6.32 million, a slight decrease from $6.53 million at year-end 2020. The decrease was mainly due to a reduction in cash. Total liabilities increased to $2.61 million from $2.13 million, driven by a rise in convertible notes. Consequently, total shareholders' equity declined from $4.39 million to $3.72 million, reflecting the net loss for the period Condensed Consolidated Balance Sheet Highlights (Unaudited) | Financial Metric | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $3,940,968 | $4,262,168 | | Total Current Assets | $4,802,409 | $4,988,264 | | Total Assets | $6,324,661 | $6,525,593 | | **Liabilities & Equity** | | | | Total Current Liabilities | $2,607,580 | $2,125,668 | | Total Liabilities | $2,607,580 | $2,132,052 | | Accumulated Deficit | $(13,621,238) | $(7,274,401) | | Total Shareholders' Equity | $3,717,081 | $4,393,541 | [Condensed Consolidated Statement of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) For the three and six months ended June 30, 2021, revenues saw modest growth compared to the same periods in 2020. However, net loss widened significantly. The six-month net loss increased to $6.35 million from $0.92 million year-over-year, primarily due to a substantial increase in general and administrative expenses. This resulted in a net loss per share of ($0.56) for the first half of 2021, compared to ($0.13) in H1 2020 Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Sales | $595,088 | $457,667 | $643,934 | $575,394 | | Gross Profit | $181,175 | $220,873 | $206,569 | $238,697 | | General & Administrative Expenses | $3,839,316 | $618,113 | $6,727,610 | $1,100,366 | | Net Loss | $(4,151,074) | $(433,375) | $(6,346,837) | $(915,173) | | Net Loss Per Share (Basic) | $(0.37) | $(0.06) | $(0.56) | $(0.13) | [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2021, net cash used in operating activities was $3.24 million, a significant increase from $0.85 million in the prior-year period, mainly due to the higher net loss. Net cash provided by financing activities was $2.97 million, primarily from proceeds from convertible debt. Overall, cash and cash equivalents decreased by $0.32 million during the period, ending at $3.94 million Cash Flow Summary for the Six Months Ended June 30 (Unaudited) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(3,237,054) | $(849,345) | | Net Cash Used in Investing Activities | $(51,646) | $(289,391) | | Net Cash Provided by Financing Activities | $2,967,500 | $909,578 | | **Net (Decrease) in Cash** | **$(321,200)** | **$(229,158)** | | **Cash at End of Period** | **$3,940,968** | **$301,868** | [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) The notes detail key accounting policies and events. A going concern warning was issued due to significant costs and operating cash outflow, but was alleviated by a subsequent public offering in July 2021 that raised $28.3 million. The company completed acquisitions of Magical Beasts, LLC and SRM Entertainment, Limited, which resulted in the recognition of intangible assets and goodwill, some of which were later impaired. The capital structure changed due to an IPO in November 2020, issuance of convertible notes, and various stock-based compensation arrangements. Subsequent events include the public offering, a new five-year office lease, and the full repayment of outstanding convertible notes - A going concern doubt was raised due to an accumulated deficit of **$13.6 million** and cash used in operations of **$3.2 million**. However, a subsequent public offering in July 2021 raised net proceeds of **$28.3 million**, which management believes alleviates this concern[27](index=27&type=chunk) - In May 2021, the Company issued **$3.15 million** in convertible promissory notes. These notes were fully paid off in July and August 2021 following the public offering[69](index=69&type=chunk)[137](index=137&type=chunk) - The company acquired Magical Beasts, LLC in February 2020 and SRM Entertainment, Limited in November 2020. Intangible assets and goodwill from the Magical Beasts acquisition were significantly impaired by year-end 2020[59](index=59&type=chunk)[109](index=109&type=chunk)[122](index=122&type=chunk) - Subsequent to the quarter end, in July 2021, the company closed an underwritten public offering, raising net proceeds of **$28,318,314** through the sale of common stock and warrants[136](index=136&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's business as a developer of CBD-based medical therapeutics and wellness products under brands like CaniSun and CaniDermRX. The analysis highlights a significant increase in operating expenses and net loss for the first six months of 2021 compared to 2020, primarily driven by higher stock-based compensation and legal/professional fees. Revenue showed a modest increase despite weakened demand from the COVID-19 pandemic. The report emphasizes that a July 2021 public offering, which raised $28.3 million, has secured sufficient capital to execute the business plan and resolve previous going concern issues [General Overview](index=31&type=section&id=General%20Overview) Jupiter Wellness develops CBD-based medical therapeutics and wellness products. Its clinical pipeline includes treatments for eczema, burns, and cold sores. The company markets consumer products under the CaniSun, CaniSkin, and CaniDermRX brands. A key clinical trial for its JW-100 eczema treatment showed statistically significant positive results. The company also acquired SRM Entertainment in November 2020 to supply the amusement park industry - The company is a developer of cannabidiol (CBD) based medical therapeutics and wellness products with a clinical pipeline addressing eczema, burns, herpes cold sores, and skin cancer[144](index=144&type=chunk) - A clinical trial for the JW-100 (CBD and aspartame combination) topical formulation for eczema showed statistically significant improvement, with **50% of subjects achieving clear or almost clear skin** versus **15% in the placebo arm**[144](index=144&type=chunk) - The company acquired SRM Entertainment in November 2020, which supplies exclusive products to the amusement park industry worldwide[147](index=147&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2021, revenues increased to $643,934 from $575,394 in the prior year. However, the net loss expanded dramatically to $6.35 million from $0.92 million. This was primarily due to a surge in operating expenses to $6.55 million, driven by a $3.66 million stock-based compensation charge and increased legal and professional fees. A one-time gain of $669,200 from a debt settlement partially offset the expenses Results of Operations for the Three Months Ended June 30 | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Sales | $595,088 | $457,667 | | Gross Profit | $181,175 | $220,873 | | Total Expenses | $(4,332,249) | $(654,248) | | Net Loss | $(4,151,074) | $(433,375) | Results of Operations for the Six Months Ended June 30 | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Sales | $643,934 | $575,394 | | Gross Profit | $206,569 | $238,697 | | Total Expenses | $(6,553,406) | $(1,153,870) | | Net Loss | $(6,346,837) | $(915,173) | - Operating expenses for H1 2021 included **$3,663,349** in stock-based compensation and a gain of **$669,200** on a note settlement related to the Magical Beast acquisition[202](index=202&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company," Jupiter Wellness is not required to provide the information for this item - The company is not required to provide quantitative and qualitative disclosures about market risk as it qualifies as a "smaller reporting company"[206](index=206&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the company's disclosure controls and procedures as of June 30, 2021, and concluded they were effective. The company has implemented significant measures to remediate previously disclosed weaknesses in internal control over financial reporting, including hiring experienced personnel and enhancing accounting processes. No other material changes to internal controls were identified during the quarter - Management concluded that as of June 30, 2021, the company's disclosure controls and procedures are effective[207](index=207&type=chunk) - The company implemented remediation measures for previously disclosed ineffectiveness in internal controls, including hiring experienced personnel and modifying accounting processes[208](index=208&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a lawsuit filed against Robert Koch and affiliated entities, alleging extortion attempts for company stock; most of the defendants' counterclaims have been dismissed. Additionally, a legal matter involving a judgment against the former owner of the subsidiary Magical Beasts, LLC was settled through an Omnibus Amendment in January 2021, resulting in a recognized gain of $669,200 for the company - The company filed a lawsuit against Robert Koch and others for alleged extortion, seeking **$5 million** in actual and **$5 million** in punitive damages. Most counterclaims by the defendants have been dismissed[212](index=212&type=chunk) - A legal issue related to a judgment against Krista Whitley, former owner of Magical Beasts LLC, was settled. This resulted in a gain of **$669,200** for the company from forgiveness of debt and write-offs[213](index=213&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) As a "smaller reporting company," Jupiter Wellness is not required to provide the information for this item - The company is not required to provide risk factor disclosures as it qualifies as a "smaller reporting company"[217](index=217&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the six months ended June 30, 2021, the company did not sell any shares of its Common Stock for cash through unregistered sales - The Company did not sell any shares of its Common Stock for cash in unregistered sales during the six months ended June 30, 2021[218](index=218&type=chunk) [Item 3. Defaults Upon Senior Securities](index=43&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None [Item 4. Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable [Item 5. Other Information](index=43&type=section&id=Item%205.%20Other%20Information) None [Item 6. Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications (Sections 302 and 906) and Interactive Data Files (XBRL)

Form 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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 (Sta ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39569 725 N. Hwy A1A, Suite C-106 Jupiter, FL 33477 (Address of principal executive offices, including zip code) (561) 244-7100 (Registrant's telephone number, including area ...

For the quarterly period ended September 30, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q or (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JUPITER WELLNESS, INC. (Exact name of registrant as specified in charter) (State or other jurisdiction of incorporation or organization) 725 N. Hwy A1A, Suite C-106 Jupiter, FL 33477 (Address of principal executive offices) (Zip Code) (561) 244-7100 (Registrant's telephone nu ...