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

TL;DR

Safety Shot issued unregistered equity, watch for dilution.

AI Summary

On February 4, 2025, Safety Shot, Inc. entered into a material definitive agreement related to the issuance of unregistered equity securities. The company also filed financial statements and exhibits as part of this report.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the issuance of unregistered equity securities.

Risk Assessment

Risk Level: medium — The issuance of unregistered equity securities can lead to dilution and uncertainty for existing shareholders.

Key Players & Entities

• Safety Shot, Inc. (company) — Registrant
• February 4, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39569 (filing_number) — SEC File Number

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 — IPE Shares") of common stock, par value $0.001 (the "Common Stock") and 2,753,304 warr
• $1,165,198,24 — (the "Warrants") for gross proceeds of $1,165,198,24 at a price of $0.3632 per share of Comm
• $0.3632 — proceeds of $1,165,198,24 at a price of $0.3632 per share of Common Stock, and $0.06 pe
• $0.06 — $0.3632 per share of Common Stock, and $0.06 per Warrant. The Warrants Pursuant
• $0.45 — ssued 2,753,304 Warrants exercisable at $0.45 per share. The Warrants contain customa

Filing Documents

• form8-k.htm (8-K) — 46KB
• ex4-1.htm (EX-4.1) — 137KB
• ex10-1.htm (EX-10.1) — 266KB
• 0001493152-25-005693.txt ( ) — 749KB
• shot-20250204.xsd (EX-101.SCH) — 4KB
• shot-20250204_def.xml (EX-101.DEF) — 26KB
• shot-20250204_lab.xml (EX-101.LAB) — 36KB
• shot-20250204_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): February 4, 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 February 4, 2025, Safety Shot, Inc., (the "Company") entered into a Securities Purchase Agreement (the "SPA") with one accredited investor (the "Investor") for the purchase of 2,753,304 shares (the "PIPE Shares") of common stock, par value $0.001 (the "Common Stock") and 2,753,304 warrants to purchase one share of Common Stock (the "Warrants") for gross proceeds of $1,165,198,24 at a price of $0.3632 per share of Common Stock, and $0.06 per Warrant. The Warrants Pursuant to the SPA the we have issued 2,753,304 Warrants exercisable at $0.45 per share. 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. 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 4.1 Form of Warrant dated February 4, 2025 10.1 Form of Securities Purchase Agreement dated February 4, 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: February 10, 2025 SAFETY SHOT, INC. By: /s/ Jarrett Boon Jarrett Boon, Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR