Safety Shot, Inc. Files 8-K for Equity Sale

TL;DR

Safety Shot sold unregistered equity, potentially diluting shares.

AI Summary

On January 17, 2025, Safety Shot, Inc. entered into a material definitive agreement related to the sale of unregistered equity securities. The company, formerly known as Jupiter Wellness, Inc. and CBD Brands, Inc., is based in Jupiter, Florida.

Why It Matters

This filing indicates Safety Shot, Inc. is raising capital through the sale of unregistered equity, which could impact its financial structure and future share dilution.

Risk Assessment

Risk Level: medium — The sale of unregistered equity can lead to dilution and uncertainty about the terms and impact on existing shareholders.

Key Numbers

• 001-39569 — SEC File Number (Identifies the company's filing history)

Key Players & Entities

• Safety Shot, Inc. (company) — Registrant
• January 17, 2025 (date) — Date of earliest event reported
• Jupiter Wellness, Inc. (company) — Former company name
• CBD Brands, Inc. (company) — Former company name
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $8.50 — isable for one share of Common Stock at $8.50 per share SHOTW The Nasdaq Stock Ma
• $1,000,000 — he "PIPE Shares") for gross proceeds of $1,000,000 at a price of $0.4391 per share, which
• $0.4391 — ss proceeds of $1,000,000 at a price of $0.4391 per share, which reflects a 20% discoun

Filing Documents

• form8-k.htm (8-K) — 44KB
• ex10-1.htm (EX-10.1) — 236KB
• 0001493152-25-003257.txt ( ) — 553KB
• shot-20250117.xsd (EX-101.SCH) — 4KB
• shot-20250117_def.xml (EX-101.DEF) — 29KB
• shot-20250117_lab.xml (EX-101.LAB) — 36KB
• shot-20250117_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): January 17, 2025 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 January 17, 2025, Safety Shot, Inc., (the "Company") entered into a Securities Purchase Agreement (the "SPA") with one accredited investor (the "Investor") for the purchase of 2,277,389 shares (the "PIPE Shares") for gross proceeds of $1,000,000 at a price of $0.4391 per share, which reflects a 20% discount from the closing price of the common stock on January 14, 2025. The Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Agreements is qualified in its entirety by reference to such exhibit. Item 3.02 Unregistered Sales of Equity Securities The applicable information related to the Shares issued pursuant to the SPA and the Consulting Agreement 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 9.01 Exhibits Exhibit No. Description 10.1 Form of Securities Purchase Agreement dated January 17, 2025 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: January 22, 2025 SAFETY SHOT, INC. By: /s/ Jarrett Boon Jarrett Boon, Chief Executive Officer

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View this 8-K filing on SEC EDGAR