Safety Shot Acquires Jupiter Wellness, Files Equity Details
Ticker: BNKK · Form: 8-K · Filed: Sep 24, 2024 · CIK: 1760903
Sentiment: neutral
Topics: acquisition, equity-sale, financials
Related Tickers: JUPW
TL;DR
Safety Shot just bought Jupiter Wellness and sold some warrants. Big moves ahead.
AI Summary
On September 20, 2024, Safety Shot, Inc. announced the completion of its acquisition of Jupiter Wellness, Inc. The company also reported on the unregistered sale of equity securities, specifically warrants exercisable for common stock at $8.50 per share. Additionally, Safety Shot, Inc. filed financial statements and exhibits related to these events.
Why It Matters
This acquisition could significantly alter Safety Shot's market position and product offerings. The details on equity sales provide insight into potential future dilution or capital raising activities.
Risk Assessment
Risk Level: medium — Acquisitions and equity sales can introduce significant financial and operational risks, including integration challenges and potential dilution.
Key Numbers
- $8.50 — Warrant Exercise Price (Price at which warrants can be exercised for common stock.)
Key Players & Entities
- Safety Shot, Inc. (company) — Registrant
- Jupiter Wellness, Inc. (company) — Acquired Company
- September 20, 2024 (date) — Date of earliest event reported
- $8.50 (dollar_amount) — Warrant exercise price
FAQ
What is the primary purpose of this 8-K filing?
This 8-K filing reports on the entry into a material definitive agreement (acquisition), completion of acquisition, unregistered sales of equity securities, and financial statements and exhibits for Safety Shot, Inc.
What was the date of the earliest event reported?
The date of the earliest event reported is September 20, 2024.
What is the ticker symbol for Safety Shot, Inc.?
The filing does not explicitly state the ticker symbol, but the company name is Safety Shot, Inc.
What are the terms of the warrants mentioned in the filing?
The filing mentions warrants exercisable for one share of common stock at $8.50 per share.
What was Safety Shot, Inc.'s former company name?
Safety Shot, Inc. was formerly known as Jupiter Wellness, Inc. and prior to that, CBD Brands, Inc.
Filing Stats: 980 words · 4 min read · ~3 pages · Grade level 11.1 · Accepted 2024-09-24 17:24:44
Key Financial Figures
- $8.50 — isable for one share of Common Stock at $8.50 per share SHOTW The Nasdaq Stock Ma
- $500,000 — he "PIPE Shares") for gross proceeds of $500,000 at a price of $1.12 per share, which re
- $1.12 — ross proceeds of $500,000 at a price of $1.12 per share, which reflects a 10% discoun
Filing Documents
- form8-k.htm (8-K) — 49KB
- ex10-1.htm (EX-10.1) — 251KB
- ex10-2.htm (EX-10.2) — 43KB
- ex10-3.htm (EX-10.3) — 165KB
- 0001493152-24-038004.txt ( ) — 826KB
- shot-20240920.xsd (EX-101.SCH) — 4KB
- shot-20240920_def.xml (EX-101.DEF) — 29KB
- shot-20240920_lab.xml (EX-101.LAB) — 36KB
- shot-20240920_pre.xml (EX-101.PRE) — 26KB
- 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): September 20, 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 September 20, 2024, Safety Shot, Inc., (the "Company") entered into a Securities Purchase Agreement (the "SPA") with one accredited investor (the "Investor") for the purchase of 448,029 shares (the "PIPE Shares") for gross proceeds of $500,000 at a price of $1.12 per share, which reflects a 10% discount from the closing price of the common stock on September 20, 2024. Consulting Agreement On September 23, 2024, the Company entered into a Safety Shot, Inc. Consulting Agreement (the "Consulting Agreement") with Core 4 Capital Corp., a New York corporation (the "Consultant"), pursuant to which the Consultant shall provide the Company with services as stated therein, for a period of six (6) month term commencing on October 1, 2024. The Company shall issue 1,250,000 shares of the Company's restricted stock (the "Consultant Shares," together with the PIPE Shares as the "Shares"). The Consultant Shares shall vest in equal quarterly installments such that 625,000 shares shall vest on December 31, 2024, and 625,000 shares shall vest on March 31, 2025. The Company's President, Jordan Schur is a 15% owner of the Consultant but is not an officer or director of such Consultant. Other shareholders of the Consultant are also members of Mr. Schur's immediate family (but not dependents). Separation and Exchange Agreement On September 24, 2024, the Company entered into a Separation and Exchange Agreement (the "Separation Agreement," together with the SPA and Consulting Agreement as the "Agreements") with Caring Brands, Inc., a Nevada corporation ("CB Nevada"), Caring Brands, Inc, a Florida corporation ("CB Florida") and Brian S. John as the representative of the shareholders of CB Florida (the "Representative"). The Company along with the other shareholders of CB, exchanged 100% of the issued and outstanding shares of common stock of CB Florida (the "Exchange") for the CB Nevada shares of common stock, including the 3,000,000 shares of CB Nevada common stock received by the Company. Pursuant to the Separation Agreement, the Company's business segment that creates and sells innovative wellness consumer products industries (the "CB Business") along with the assets, intellectual property and liabilities related thereto were transferred to CB Nevada. The Company does not believe that the disposition of the CB Business qualifies as significant transaction as the Company had discontinued those operations and written off the assets. Following the transfer of the CB Business, the Company will continue to focus its efforts on the commercialization of the Safety Shot Dietary Supplement. The Agreements are filed as Exhibits 10.1, 10.2 and 10.3 to