Safety Shot, Inc. Files 8-K on Financial Obligations and Equity Sales

TL;DR

Safety Shot (SHOT) filed an 8-K detailing new financial obligations and equity sales.

AI Summary

On January 18, 2025, Safety Shot, Inc. entered into a material definitive agreement related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Safety Shot, Inc. was formerly known as Jupiter Wellness, Inc. and CBD Brands, Inc.

Why It Matters

This filing indicates potential new financial commitments or obligations for Safety Shot, Inc. and details recent equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered sales of equity, which can introduce financial risks and signal potential dilution.

Key Players & Entities

• Safety Shot, Inc. (company) — Filer
• January 18, 2025 (date) — Date of earliest event reported
• Jupiter Wellness, Inc. (company) — Former company name
• CBD Brands, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $8.50 — isable for one share of Common Stock at $8.50 per share SHOTW The Nasdaq Stock Ma
• $0.001 — f the Company's common stock, par value $0.001 (the "Common Stock") at $0.44 per share
• $0.44 — ar value $0.001 (the "Common Stock") at $0.44 per shares (the "Options"). The Consult
• $375,000 — l the following: (i) pay Bigger Capital $375,000; (ii) issue a secured convertible note
• $1.75 million — ertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the "Sec
• $3.5 million — ertible note in the principal amount of $3.5 million maturing June 30, 2025 (the "Note"); an
• $0.4348 — Common Stock"), at an exercise price of $0.4348 (the "Warrants"). Additionally, a signi
• $2,000,000 — ding any accrued interest, (ii) issue a $2,000,000 SAFE Note (the "SAFE Note"), or (iii) a
• $4.5 million — SAFE Note (the "SAFE Note"), or (iii) a $4.5 million convertible note bearing a 9% interest
• $0.43 — l of 5,332,889 Warrants exercisable for $0.43. The Warrants contain customary adjustm

Filing Documents

• form8-k.htm (8-K) — 57KB
• ex4-1.htm (EX-4.1) — 155KB
• ex10-1.htm (EX-10.1) — 51KB
• ex10-2.htm (EX-10.2) — 140KB
• ex10-3.htm (EX-10.3) — 131KB
• ex10-4.htm (EX-10.4) — 36KB
• ex10-5.htm (EX-10.5) — 127KB
• ex10-6.htm (EX-10.6) — 43KB
• 0001493152-25-003643.txt ( ) — 1111KB
• shot-20250118.xsd (EX-101.SCH) — 4KB
• shot-20250118_def.xml (EX-101.DEF) — 26KB
• shot-20250118_lab.xml (EX-101.LAB) — 36KB
• shot-20250118_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): January 18, 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 Consulting Agreement On January 18, 2025, Safety Shot, Inc. (the "Company") entered into a Consulting Agreement (the "Consulting Agreement") with Blue Capital S.A., LLC., a United Arab Emirates limited company (the "Consultant"), pursuant to which the Consultant shall provide the Company with services as stated therein, for a period of five (5) year term commencing on February 1, 2025. The Company shall issue to Blue Capital 4,545,454 options to purchase shares of the Company's common stock, par value $0.001 (the "Common Stock") at $0.44 per shares (the "Options"). The Consultant Shares shall vest in equal quarterly installments such that 2,272,727 Options shall vest on August 1, 2025, and 2,272,727 Options shall vest on February 1, 2026. Settlement Agreement On January 20, 2025, the Company entered into a settlement agreement with Bigger Capital, LLC, (the "Settlement Agreement" and "Bigger Capital" respectively). In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024 (the "Action"). Pursuant to the Settlement Agreement, the Company has agreed to pay or issue to Bigger Capital the following: (i) pay Bigger Capital $375,000; (ii) issue a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the "Secured Convertible Note"); (iii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the "Note"); and (iv) 5,332,889 warrants to purchase one share of common stock, par value $0.001 (the "Common Stock"), at an exercise price of $0.4348 (the "Warrants"). Additionally, a significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Settlement Agreement. The Note Upon the maturity date of the Note, at the Company's discretion, the Company will have the option to either (i) repay the Note in full including any accrued interest, (ii) issue a $2,000,000 SAFE Note (the "SAFE Note"), or (iii) a $4.5 million convertible note bearing a 9% interest rate, maturing on December 31, 2027 (the "Replacement Note"). The Warrants Pursuant to the Settlement Agreement, the Company has agreed to exchange the 1,650,050 warrants held by Bigger Capital for a total of 5,332,889 Warrants exercisable for $0.43. The Warrants contain customary adjustment provisions and representation and warranties. The Warrants are exercisable for a five year period following the issuance date of the Warrants. Registration Rights Pursuant to the Settlement Agreement the Company shall promptly file a Registration St

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View this 8-K filing on SEC EDGAR