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

TL;DR

Safety Shot sold equity securities on 8/25/25, filing an 8-K.

AI Summary

On August 25, 2025, Safety Shot, Inc. entered into a material definitive agreement related to the unregistered sale of equity securities. The company, formerly known as Jupiter Wellness, Inc. and CBD Brands, Inc., is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing indicates a significant transaction involving the sale of equity securities, which could impact the company's capital structure and shareholder value.

Risk Assessment

Risk Level: medium — Filings related to unregistered sales of equity securities can sometimes indicate financing needs or dilution concerns.

Key Players & Entities

• Safety Shot, Inc. (company) — Registrant
• August 25, 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
• $0.001 — f the Company's common stock, par value $0.001 per share (the " Common Stock "), to th
• $0.46 — RD Investors ") at an offering price of $0.46 per share (the " RD Offering "). The gr
• $4,250,000 b — y in the RD Offering were approximately $4,250,000 before deducting offering fees and expens
• $0.4815 — PIPE Investor ") at a purchase price of $0.4815 per share (the " PIPE Offering " and to
• $25 million — "). The PIPE Investor agreed to pay the $25 million purchase price for the PIPE Shares in t
• $29,250,000 — ave a cash value equal to approximately $29,250,000, consisting of approximately $4,250,000
• $4,250,000 — 29,250,000, consisting of approximately $4,250,000 in cash paid by the RD Investors for th
• $25,000,000 — the RD Investors for the RD Shares, and $25,000,000 in BONK tokens paid by the PIPE Investo

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex10-1.htm (EX-10.1) — 244KB
• 0001641172-25-026065.txt ( ) — 557KB
• shot-20250825.xsd (EX-101.SCH) — 4KB
• shot-20250825_def.xml (EX-101.DEF) — 26KB
• shot-20250825_lab.xml (EX-101.LAB) — 36KB
• shot-20250825_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Registered Direct Offering and Concurrent Private Placement On August 29, 2025, Safety Shot, Inc. (the " Company "), closed on the transactions contemplated by that certain Securities Purchase Agreement (the " Purchase Agreement "), dated as of August 25, 2025, between the Company and the purchasers named therein, pursuant to which the Company agreed to issue, in a registered direct offering, 9,239,044 shares (the " RD Shares ") of the Company's common stock, par value $0.001 per share (the " Common Stock "), to the registered direct purchasers (the " RD Investors ") at an offering price of $0.46 per share (the " RD Offering "). The gross cash proceeds to the Company in the RD Offering were approximately $4,250,000 before deducting offering fees and expenses. The RD Shares were issued pursuant to (i) a Registration Statement on Form S-3 filed by the Company with the U.S. Securities and Exchange Commission (the " Commission ") on September 28, 2022 (File No. 333-267644), which was declared effective by the Commission on November 9, 2022, and (ii) a prospectus supplement dated August 25, 2025, which was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the " Securities Act ") on August 29, 2025, including the documents incorporated by reference therein. Pursuant to the Purchase Agreement, in a concurrent private placement, the Company sold 51,921,080 shares of Common Stock (the " PIPE Shares ") to a separate accredited investor (the " PIPE Investor ") at a purchase price of $0.4815 per share (the " PIPE Offering " and together with the RD Offering, the " Offering "). The PIPE Investor agreed to pay the $25 million purchase price for the PIPE Shares in the form of BONK tokens (the " Consideration Tokens ") based on the closing price of BONK tokens at 4:00 PM EDT on August 22, 2025. The Consideration Tokens will be held in the custodian wallet designated and contro

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the PIPE Shares is incorporated herein by reference. The issuance of the PIPE Shares was not registered under the Securities Act or any state securities laws. The issuance of the PIPE Shares will be in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement, dated August 25, 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: August 29, 2025 SAFETY SHOT, INC. By: /s/ Jarrett Boon Jarrett Boon Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR