Item 1.01 Entry into a Material Definitive Agreement.

On January 25, 2021, Jupiter Wellness, Inc. (the "Company") and Krista Whitley 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) acknowledged that the Company has fully satisfied its obligation by paying $334,000 to a third party that had a judgement against Ms. Whitley; (ii) agreed that in satisfaction of the remaining balance due to Ms. Whitley under the Agreements, she is to be paid $150,000 in cash instead of an additional $650,000 and, starting April 1, 2020, Ms. Whitley shall be entitled to individually market and sell the Bella line of products remaining in the Company's inventory and the Company will relinquish its rights to the Bella brand; (iii) agree that the option is amended to reduce the number of shares issuable upon exercise of the common stock purchase options granted to Ms. Whitley 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 issued upon exercise, 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; and (iv) agreed that Ms. Whitley's Employment Agreement shall terminate on March 31, 2021 and shall not renew. There will be no adverse impact to the financial statements or financial position of the Company related to this matter given the offset of the balance of the $1,000,000 note payable already recorded.

The foregoing description of the Omnibus Agreement and the First Amendment to Common Stock Option Agreement are only summaries and are qualified in their entirety by reference to the full text of such Agreements attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively.

Item 9.01 Financial Statements and Exhibits





Exhibits



Exhibit No.   Description
   10.1         Omnibus Amendment dated January 25, 2021
   10.2         First Amendment to Common Stock Option Agreement dated January 25, 2021






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