Jupiter Wellness

Jupiter Wellness supports health and wellness through the research and development of over-the-counter (OTC) products and intellectual property.

Offering Type:
Dual Listing

Asset Type:
Common Stock (Equity)

Upstream Ticker Symbol:
JUPW

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Jupiter Wellness (Nasdaq: JUPW) is a well-rounded and multifaceted business that is committed to helping people achieve and maintain their optimal health and wellbeing. They are dedicated to researching and developing innovative over-the-counter (OTC) products and patented intellectual property with the goal of addressing a variety of health issues, such as hair loss, eczema, burns, and sexual wellness. Furthermore, the company is able to generate revenue through the sale of their OTC and consumer products, by entering into contract research agreements, and by collecting licensing royalties.

Investor Considerations:

Jupiter Wellness has created a variety of treatments to address a selection of underserved conditions, such as hair loss, eczema, burns, and sexual health.
The firm's income is produced by way of over-the-counter and retail product sales, contract research deals, and licensing fees.
Investors and shareholders can stay informed on industry news and updates from Jupiter Wellness by registering for Email Alerts. Additionally, they can follow the company on social media sites such as Twitter and LinkedIn.
All of the products Jupiter Wellness develops are backed by clinical research to ensure their products work well.
Jupiter Wellness has a robust and growing portfolio of granted and pending patents to protect their proprietary products.
Their CRO business was established through the acquisition of Ascent Clinical Research and Applied Biology assets.

Management:

Brian John is the CEO of Jupiter Wellness. For the past 20 years, he has worked as an investor and advisor to companies, and is the founder of a successful financial consulting firm which provides assistance to emerging growth firms. With more than 25 years of experience, he has worked with hundreds of organizations across multiple countries. In addition, Mr. John has served on the board of directors of The Learning Center at the Els Center of Excellence – a school which specializes in helping children with autism in Jupiter, Florida.

Doug McKinnon is the Chief Financial Officer of Jupiter Wellness. His lengthy professional career is characterized by his financial, operational, and advisory expertise across a variety of industries, including oil and gas, technology, cannabis, and communications. He has held C-Level positions in both public and private sectors, including chairmanship and CEO of an American-stock-exchange-traded company; VP – Chief Administrative Officer of a Nasdaq-traded enterprise with 12 billion-dollar market cap; CFO of multiple publicly-held U.S., Canadian, and Australian firms; and CEO/CFO of various private businesses.

Dr. Glynn Wilson is the Chief Scientific Officer of Jupiter Wellness. He brings to the firm an extensive track record of success in corporate management and product development, having been employed by both multinational and start-up biotech corporations. His previous roles include Head of Drug Delivery at SmithKline Beecham Pharmaceuticals; Research Area Head in Advanced Drug Delivery at Ciba-Geigy Pharmaceuticals; and Founder, CEO, and Chairman of TapImmune Inc., which was later merged with Marker Therapeutics. At TapImmune, Dr. Wilson licensed cancer vaccine technology platforms and established the clinical pipeline.

Company Particulars:

Regulatory Filings

Listing Particulars

Corporate Presentation

Shareholder Reward Disclosures

Notice of Delisting

Website

News

Regulatory Filings

SEC
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Information on commemorative NFTs

Information on digital coupons

a. WHAT IS A DIGITAL COUPON? ?

Upstream issuers’ digital coupons are awarded to all shareholders as a redeemable non-fungible token (NFT), one per shareholder regardless of the number of shares owned as of the record date. The total number of coupons issued shall equal the total number of shareholders of the Company. After a shareholder of record claims the digital coupon on Upstream, the shareholder will be able to redeem their digital coupon to try the Company’s products first-hand or they can sell the digital coupon to other Upstream users on the Upstream marketplace.

The digital coupons are not securities and are issued as ERC721 tokens, which are a standard for representing ownership of non-fungible tokens (NFTs), that is, where each token has a unique identifier. The digital coupons may not be withdrawn or transferred from the Upstream app and are only redeemable using the Upstream app.

b. WHO CAN ‘CLAIM’ A DIGITAL COUPON?

All shareholders of record are entitled to claim the digital coupon by creating an account on Upstream and verifying their shareholder status. Shareholders of record will be able to redeem the coupon to try the product first-hand or trade the digital coupon with other fans globally on Upstream.

Interested participants who are not shareholders may purchase a digital coupon on Upstream’s market if a shareholder puts their digital coupon up for sale.

c. HOW DO I CLAIM A DIGITAL COUPON?

Here’s how shareholders as of the set record date can claim their digital coupon:

Download Upstream and tap Sign Up.
Complete KYC by tapping the settings icon at the top right of the home screen and tapping KYC. Have an ID handy.
Tap Investor, NFT, NFT claim, enter claim code as shared by the issuer on email, social, their website, etc.
Shareholders will receive an app notice that their claim is being processed and once verified, the digital coupon will automatically appear in your Upstream portfolio, typically within 48 hours. If shares are held at a brokerage, you will receive a request for an account statement via email to verify that you’re a shareholder as of the record date.
Once the digital coupon is in your portfolio, you may redeem the digital coupon for the reward or sell the digital coupon to another Upstream user.

d. HOW DO I SELL A DIGITAL COUPON?

To sell your digital coupon in the Upstream market.

Open Upstream.
Tap Portfolio and tap your digital coupon.
Tap Sell.
Set a minimum sell price acceptable to you, as seller, and the expiry date for your sale.
Tap Sell.
You will be notified if your digital coupon is purchased. If unsold, you may put it up for sale again after your expiry date passes. Alternatively, you may cancel your sale at any time.

e. HOW DO I BUY A DIGITAL COUPON?

Any interested Upstream user may bid on a digital coupon that was put up for sale by a shareholder.

To buy a digital coupon on Upstream:

Open Upstream.
Tap Market.
Tap NFTs.
Tap on the digital coupon (NFT).
Tap Buy Now.

f. HOW DO I REDEEM A DIGITAL COUPON?

After successfully claiming the digital coupon as a shareholder and finding it in your Upstream portfolio or after purchasing the digital coupon from a shareholder on Upstream you’re ready to redeem the digital coupon for your gift package!
Open Upstream, tap Investor, NFT, NFT Redeem, and enter the digital coupon (NFT) ticker symbol.
Tap ‘Redeem.’
Upon successful redemption, the holder will be sent, via push notification, a unique redemption code. The digital coupon will be removed from the Upstream portfolio and replaced with a commemorative NFT.

Supply this unique redemption code to the issuer to fulfill the utility offered by the digital coupon. The issuer will only fulfill the utility once per unique redemption code.

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U.S. PERSONS MAY NOT DEPOSIT, BUY, OR SELL SECURITIES ON UPSTREAM. THE OFFER SHARES ARE ONLY SUITABLE FOR INVESTORS: (I) WHO UNDERSTAND THE POTENTIAL RISK OF CAPITAL LOSS AND THAT THERE MAY BE LIMITED LIQUIDITY IN THE UNDERLYING INVESTMENTS OF THE COMPANY; (II) FOR WHOM AN INVESTMENT IN THE OFFER SHARES IS PART OF A DIVERSIFIED INVESTMENT PROGRAM; AND (III) WHO FULLY UNDERSTAND AND ARE WILLING TO ASSUME THE RISKS INVOLVED IN SUCH AN INVESTMENT PROGRAM. IT SHOULD BE REMEMBERED THAT THE PRICE OF THE SHARES AND THE INCOME FROM THEM CAN GO DOWN AS WELL AS UP. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION A CROWD FINANCED INITIAL PUBLIC OFFERING INVESTMENT INVOLVES RISK. YOU SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY UPSTREAM, MERJ, HORIZON FINTEX ADVISORS, THE REPUBLIC OF SEYCHELLES OR ANY FEDERAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY OTHER JURISDICTION. THE COMPANY URGES YOU TO CAREFULLY REVIEW THE PROSPECTUS, PARTICULARLY THE SECTION TITLED "RISK FACTORS" IN THE PROSPECTUS FOR A MORE COMPLETE DISCUSSION OF THE RISK OF AN INVESTMENT IN THE COMPANY. FURTHERMORE, THESE AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS OR COMPLETENESS OF ANY OFFERING DOCUMENT OR LITERATURE. THE WEBSITE AND PROSPECTUS CONTAINS FORWARD LOOKING STATEMENTS BASED ON ASSUMPTIONS AND REFLECTS THE DIRECTORS EXPECTATIONS, ESTIMATES AND PROJECTIONS OF FUTURE EVENTS. FORWARD LOOKING STATEMENTS INCLUDE WITHOUT LIMITATION, STATEMENTS REGARDING THE PERFORMANCE, PROSPECTS, OPPORTUNITIES, PRIORITIES, TARGETS, GOALS, OBJECTIVES, STRATEGIES, GROWTH AND OUTLOOK OF THE COMPANY. OFTEN, BUT NOT ALWAYS, FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS "EXPECTS", "ANTICIPATES", "PLANS", "BELIEVES", "ESTIMATES", "SEEKS", "INTENDS", "TARGETS", "PROJECTS", "FORECASTS", OR VARIATIONS (INCLUDING NEGATIVE VARIATIONS) OF SUCH WORDS AND PHRASES, OR STATE THAT CERTAIN ACTIONS, EVENTS OR RESULTS "MAY", "COULD", "WOULD", "MIGHT" OR "WILL" BE TAKEN, OCCUR OR BE ACHIEVED. FORWARD LOOKING STATEMENTS ARE BASED UPON CERTAIN MATERIAL FACTORS AND ASSUMPTIONS THAT WERE APPLIED IN DRAWING A CONCLUSION OR MAKING A FORECAST OR PROJECTION, INCLUDING ASSUMPTIONS AND ANALYSES MADE BY THE DIRECTORS IN THE LIGHT OF THEIR EXPERIENCE AND PERCEPTION OF HISTORICAL TRENDS, CURRENT CONDITIONS AND EXPECTED FUTURE DEVELOPMENTS, AS WELL AS OTHER FACTORS THAT ARE BELIEVED TO BE APPROPRIATE IN THE CIRCUMSTANCES. ALSO, FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT ARE BEYOND THE DIRECTORS CONTROL AND WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENT TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING STATEMENTS. SUCH MATERIAL FACTORS AND ASSUMPTIONS AND RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, THOSE WHICH ARE INCORPORATED INTO THE PROSPECTUS AND QUALIFY ANY AND ALL FORWARD-LOOKING STATEMENTS MADE IN THE PROSPECTUS.

Jupiter Wellness