Safety Shot, Inc. Files 8-K for Equity Sales
Ticker: BNKK · Form: 8-K · Filed: Sep 5, 2024 · CIK: 1760903
Sentiment: neutral
Topics: equity-sale, definitive-agreement, regulation-fd
TL;DR
Safety Shot sold unregistered equity, filing 8-K on Aug 30.
AI Summary
On August 30, 2024, Safety Shot, Inc. entered into a material definitive agreement related to the unregistered sale of equity securities. The company also disclosed information under Regulation FD and filed financial statements and exhibits. This filing follows previous name changes from Jupiter Wellness, Inc. and CBD Brands, Inc.
Why It Matters
This filing indicates Safety Shot, Inc. is engaging in equity transactions, which could impact its capital structure and shareholder value.
Risk Assessment
Risk Level: medium — Unregistered equity sales can sometimes signal financial distress or dilution concerns for existing shareholders.
Key Players & Entities
- Safety Shot, Inc. (company) — Registrant
- August 30, 2024 (date) — Date of earliest event reported
- Jupiter Wellness, Inc. (company) — Former company name
- CBD Brands, Inc. (company) — Former company name
FAQ
What type of material definitive agreement was entered into by Safety Shot, Inc. on August 30, 2024?
The filing indicates the agreement is related to the unregistered sale of equity securities.
What is the exact date of the earliest event reported in this 8-K filing?
The earliest event reported is dated August 30, 2024.
What were Safety Shot, Inc.'s previous company names?
Safety Shot, Inc. was formerly known as Jupiter Wellness, Inc. and prior to that, CBD Brands, Inc.
What is the Standard Industrial Classification code for Safety Shot, Inc.?
The SIC code listed is 2844 for PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS.
What is the business address of Safety Shot, Inc.?
The business address is 1061 E. INDIANTOWN RD., STE. 110, JUPITER, FL 33477.
Filing Stats: 723 words · 3 min read · ~2 pages · Grade level 9.8 · Accepted 2024-09-05 08:18:17
Key Financial Figures
- $8.50 — isable for one share of Common Stock at $8.50 per share SHOTW The Nasdaq Stock Ma
- $0.89 — 787 shares (the "Shares") at a price of $0.89 per share which was the closing price o
- $0.125 — ares as the "Securities") at a price of $0.125 per warrant. The Warrant are exercisabl
- $3,421,348 — d expects net proceeds of approximately $3,421,348 from the offering. The SPA and the Wa
Filing Documents
- form8-k.htm (8-K) — 45KB
- ex10-1.htm (EX-10.1) — 259KB
- ex10-2.htm (EX-10.2) — 108KB
- ex99-1.htm (EX-99.1) — 13KB
- ex99-1_001.jpg (GRAPHIC) — 6KB
- 0001493152-24-035089.txt ( ) — 743KB
- shot-20240830.xsd (EX-101.SCH) — 4KB
- shot-20240830_def.xml (EX-101.DEF) — 26KB
- shot-20240830_lab.xml (EX-101.LAB) — 37KB
- shot-20240830_pre.xml (EX-101.PRE) — 25KB
- form8-k_htm.xml (XML) — 6KB
From the Filing
UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2024 SAFETY SHOT, INC. (Exact name of registrant as specified in charter) Delaware 001-39569 83-2455880 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1061 E. Indiantown Rd. , Ste. 110 , Jupiter , FL 33477 (Address of principal executive offices) (Zip Code) (561) 244-7100 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock SHOT The Nasdaq Stock Market LLC (The Nasdaq Capital Market) Warrants, each exercisable for one share of Common Stock at $8.50 per share SHOTW The Nasdaq Stock Market LLC (The Nasdaq Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement Securities Purchase Agreement On August 30, 2024, Safety Shot, Inc., (the "Company") entered into a Securities Purchase Agreement (the "SPA") with one accredited investor (the "Investor") for the purchase of (i) 3,370,787 shares (the "Shares") at a price of $0.89 per share which was the closing price on August 29, 2024; and (ii) 3,370,787 warrants to purchase shares of common stock (the "Warrants," together with the Shares as the "Securities") at a price of $0.125 per warrant. The Warrant are exercisable for a period of five years from the date of issuance and have an exercise price of $0.89. The Company's President, Jordan Schur is a 15% owner of the Investor, but is not an officer or director of such Investor. Other shareholders of the Investor are also members of Mr. Schur's immediate family (but not dependents). The Company shall pay no commissions in connection with this offering and expects net proceeds of approximately $3,421,348 from the offering. The SPA and the Warrant are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the SPA and the Warrant are qualified in their entirety by reference to such exhibit. Item 3.02 Unregistered Sales of Equity Securities The applicable information related to the Securities issued pursuant to the SPA and the Warrant presented in Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. The Securities will be issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D thereunder. Item 7.01 Regulation FD On September 04, 2024, the Company issued a press release. A copy of the press release is attached as Exhibit 99.1 hereto. Item 9.01 Exhibits Exhibit No. Description 10.1 Securities Purchase Agreement dated August 30, 2024 10.2 Form of Common Stock Warrant 99.1 Press Release dated September 04, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 05, 2024 SAFETY SHOT, INC. By: /s/ Jarrett Boon Jarrett Boon, Chief Executive Officer