Jupiter Wellness, Inc. (Nasdaq:JUPW) today announced that it entered into a Forbearance and Settlement Agreement with Benuvia, Inc., formally Next Frontier Pharmaceuticals, a leading drug developer and manufacturer of active pharmaceutical ingredients.
Under the terms of the Forbearance and Settlement Agreement, Jupiter Wellness will refrain from exercising the rights and remedies that they have as specified in the convertible note agreements unless a breach of the Forbearance and Settlement Agreement occurs. Additionally, Benuvia is in negotiations for a similar solution with the senior secure lender. Any funds paid to Jupiter Wellness will be held in escrow until such an agreement is reached.
In return for Jupiter Wellness’s forbearance, Benuvia has agreed to a structured repayment plan of three installments of $1MM over the next three months. Additionally, as consideration for the agreements, Jupiter Wellness will receive from Benuvia capital stock representing 8.0% of the company SPAC merger with Pono Capital Corp. on a fully diluted basis.
Benuvia recently entered into a definitive business combination agreement with Pono Capital Corp in a deal that implies a combined company pro forma enterprise value of $440 million. Benuvia expects to receive up to $115 million in estimated gross transaction proceeds assuming no redemptions, of which there can be no assurance. The transaction is expected to close in the fourth quarter of 2022 and Benuvia is expected to be listed on Nasdaq.
“I am pleased to report that Jupiter Wellness and Benuvia have reached an agreement that we believe will be a big win for our shareholders,” said Brian John, CEO of Jupiter Wellness. “Through this agreement, Jupiter Wellness is in a position to see substantial gains on our investment in Next Frontier Pharmaceuticals through our stake in the newly combined Benuvia SPAC.”