Safety Shot Seeks Quadruple Stock Authorization for Financing, Nasdaq Compliance

TL;DR

**BNKK is gearing up for massive dilution to fund operations and deals, so existing shareholders should brace for impact.**

AI Summary

Safety Shot, Inc. (BNKK) is seeking stockholder approval to significantly increase its authorized common stock from 250,000,000 shares to 1,000,000,000 shares. This move is primarily driven by the need to facilitate the conversion of 35,000 shares of Series C Convertible Stock, issued to an institutional investor via a Securities Purchase Agreement (SPA) on August 8, 2025. The company also requires approval for potential issuances of 20% or more of outstanding common stock at below the Minimum Price, as per Nasdaq Listing Rule 5635(d), and for a potential 'change of control' under Nasdaq Listing Rule 5635(b) related to the Series C Preferred Stock conversion. Additionally, BNKK is seeking approval for another potential issuance of 20% or more of common stock and the issuance of stock or assets of another company under the August RD SPA, in accordance with Nasdaq Listing Rules 5635(a) and (d). As of the September 25, 2025 record date, there were 171,441,724 shares of Common Stock outstanding.

Why It Matters

This DEF 14A filing reveals Safety Shot's aggressive strategy to raise capital and potentially expand through acquisitions, but at the cost of significant shareholder dilution. Increasing authorized shares by 300% to 1 billion, coupled with multiple proposals for issuing 20% or more of outstanding common stock below market price, signals a substantial dilution risk for existing investors. This could depress share value and impact BNKK's competitive standing by making future equity raises more challenging or less attractive, potentially affecting employee stock options and customer confidence in the company's financial stability.

Risk Assessment

Risk Level: high — The company is proposing to increase authorized common stock from 250,000,000 to 1,000,000,000 shares, a 300% increase, which indicates a high potential for significant future dilution. Furthermore, the filing explicitly mentions seeking approval for the 'potential issuance of 20% or more of the outstanding shares of the Company’s Common Stock... at below the Minimum Price' and a 'change of control' under Nasdaq Listing Rule 5635(b), both of which are high-risk events for current shareholders.

Analyst Insight

Investors should carefully evaluate the potential for severe dilution and its impact on their holdings. Consider reducing exposure or hedging positions if you are concerned about the immediate downward pressure on share price from these proposed issuances and the 'below Minimum Price' transactions.

Key Numbers

• 1,000,000,000 — Proposed authorized shares of Common Stock (Increased from 250,000,000 shares, a 300% increase)
• 250,000,000 — Current authorized shares of Common Stock (To be increased to 1,000,000,000 shares)
• 171,441,724 — Shares of Common Stock outstanding (As of the September 25, 2025 Record Date)
• 35,000 — Shares of Series C Preferred Stock (Issued to an institutional investor via SPA on August 8, 2025)
• 20% — Threshold for potential common stock issuance (Triggering Nasdaq Listing Rule 5635(d) for below Minimum Price transactions)
• 19.99% — Threshold for potential common stock issuance (Triggering Nasdaq Listing Rule 5635(b) for 'change of control')
• October 31, 2025 — Date of Special Meeting (To vote on the proposed amendments and issuances)
• September 25, 2025 — Record Date (For stockholders entitled to vote at the Special Meeting)

Key Players & Entities

• Safety Shot, Inc. (company) — Registrant seeking proxy approval
• Nasdaq Stock Market LLC (regulator) — Governing body for listing rules 5635(a), (b), and (d)
• Jarrett Boon (person) — Chief Executive Officer of Safety Shot, Inc.
• ClearTrust, LLC (company) — Stock transfer agent for Safety Shot, Inc.
• American Election Services, LLC (company) — Inspector of election for the Special Meeting
• Securities and Exchange Commission (regulator) — Regulatory body for filing DEF 14A and Form 8-K
• $0.001 (dollar_amount) — Par value per share for Common Stock and Series C Preferred Stock

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: The company requires stockholder approval to increase authorized shares to facilitate the conversion of Series C Convertible Stock and potential issuances exceeding 20% of outstanding common stock. This is necessary to comply with Nasdaq Listing Rules 5635(d) for below-minimum-price issuances and 5635(b) for potential 'change of control' events, as well as Rule 5635(a) for stock or asset acquisitions. Failure to secure approval could lead to non-compliance.
• Dilution from Stock Issuances [high — financial]: The proposed increase in authorized shares from 250,000,000 to 1,000,000,000 (a 300% increase) is intended to accommodate significant future stock issuances, including the conversion of Series C Preferred Stock. This could lead to substantial dilution for existing common stockholders, impacting their ownership percentage and potentially the per-share value.
• Dependence on Future Financing [medium — financial]: The need to issue convertible stock and potentially other equity instruments suggests a reliance on external financing to fund operations or growth initiatives. The terms of these issuances, particularly if at below 'Minimum Price' as per Nasdaq rules, indicate potential financial distress or a need for capital under challenging conditions.
• Execution of Strategic Agreements [medium — operational]: The company is seeking approval for transactions under a Securities Purchase Agreement (SPA) and a Revenue Sharing Agreement (RSA), as well as an August RD SPA. The success of these agreements, including the conversion of Series C Preferred Stock and potential acquisitions, is critical for the company's strategic objectives and future performance.

Industry Context

Safety Shot, Inc. operates in the beverage industry, potentially focusing on functional or health-oriented drinks. The broader beverage market is highly competitive, with established players and emerging brands vying for market share. Trends include increasing consumer demand for healthier options, convenience, and unique product offerings. Companies often rely on strategic partnerships and capital raises to fund product development, marketing, and distribution.

Regulatory Implications

The company faces significant regulatory hurdles related to Nasdaq listing rules. Obtaining shareholder approval for the proposed share increase and specific issuances is critical to maintain its listing. Failure to comply with Nasdaq rules could result in delisting, severely impacting liquidity and investor confidence.

What Investors Should Do

1. Review the proxy statement carefully before voting.
2. Vote on the proposed amendments and issuances.
3. Consider the potential for significant dilution.

Key Dates

• 2025-10-31: Special Meeting of Stockholders — Stockholders will vote on proposals to increase authorized shares, approve issuances under Nasdaq rules, and ratify transactions related to Series C Preferred Stock and the August RD SPA.
• 2025-09-25: Record Date — Determines which stockholders are entitled to vote at the Special Meeting. As of this date, 171,441,724 shares of Common Stock were outstanding.
• 2025-08-08: Securities Purchase Agreement (SPA) for Series C Convertible Stock — The issuance of 35,000 shares of Series C Convertible Stock to an institutional investor, which necessitates the proposed increase in authorized shares.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders when the company is soliciting their proxy votes. (This document outlines the proposals Safety Shot, Inc. is asking its shareholders to vote on at the Special Meeting.)

Common Stock

The basic form of stock that represents ownership in a corporation and entitles the holder to voting rights and a share of profits. (The company is seeking to increase the authorized number of these shares, which will impact existing shareholders through potential dilution.)

Series C Convertible Stock

A class of preferred stock that can be converted into a specified number of shares of common stock. (The conversion of 35,000 shares of this stock is a primary driver for the proposed increase in authorized common stock.)

Securities Purchase Agreement (SPA)

A contract between a buyer and a seller that sets forth the terms and conditions of the sale of securities. (This agreement governs the issuance of the Series C Convertible Stock and is referenced in the proposals requiring shareholder approval.)

Nasdaq Listing Rule 5635(d)

A rule requiring shareholder approval for the issuance of securities in connection with the acquisition of another company or in a transaction other than a public offering at a price below the Minimum Price. (Safety Shot needs approval for potential issuances of 20% or more of outstanding common stock at below the Minimum Price.)

Nasdaq Listing Rule 5635(b)

A rule requiring shareholder approval for the issuance of securities in connection with a change of control. (The conversion of Series C Preferred Stock may be deemed a 'change of control,' necessitating shareholder approval.)

Minimum Price

The lowest price at which a company can issue its common stock without requiring shareholder approval, as defined by Nasdaq rules. (Transactions at below this price trigger specific Nasdaq listing rule requirements for shareholder approval.)

Change of Control

A transaction or event that results in a significant shift in the ownership or control of a company. (The conversion of Series C Preferred Stock might be considered a change of control under Nasdaq rules, requiring shareholder approval.)

Year-Over-Year Comparison

This analysis is based on a single DEF 14A filing. A comparison to a previous filing would require access to historical financial statements and disclosures. Key metrics such as revenue, net income, margins, and debt levels are not provided in this document, preventing a year-over-year comparison. New risks related to Nasdaq compliance and significant share dilution are prominent in this filing.

Key Financial Figures

• $0.001 — Company’s Common Stock, par value $0.001 per share (the “ Common Stock &rd

Filing Documents

• formdef14a.htm (DEF 14A) — 317KB
• proxy_001.jpg (GRAPHIC) — 994KB
• proxy_002.jpg (GRAPHIC) — 476KB
• 0001493152-25-017071.txt ( ) — 2342KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under § 240.14a-12 SAFETY SHOT, INC. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION SAFETY SHOT, INC. 18801 N Thompson Peak Pkwy Ste 280 Scottsdale, AZ 85255 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held at 10:00 a.m. Eastern Time on October 31, 2025 Dear Stockholders of Safety Shot, Inc.: We cordially invite you to attend a special meeting of stockholders (the “ Special Meeting ”) of Safety Shot, Inc., a Delaware corporation (the “ Company ”), which will be held on October 31, 2025 at 10:00 a.m. Eastern Time, in a virtual-only meeting format via live webcast on the Internet. The meeting will be held for the following purposes: 1. To approve a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase the number of our authorized shares of Common Stock from 250,000,000 shares to 1,000,000,000 shares (the “ Share Increase Proposal ”); 2. To approve, for purposes of (i) Rule 5635(d) of The Nasdaq Stock Market LLC (“ Nasdaq ”), the potential issuance of 20% or more of the outstanding shares of the Company’s Common Stock, par value $0.001 per share (the “ Common Stock ”) upon the conversion of the Company’s Series C Convertible Stock, par value $0.001 per share (the “ Series C Preferred Stock ”) in a transaction, other than a public offering, at below the Minimum Price, and (ii) Rule 5635(b) of Nasdaq, the potential issuance of a number of shares of Common Stock in excess of 19.99% of our outstanding shares of Common Stock upon the conversion of shares of Series C Preferred Stock, which may be deemed a “change of control” (the “ Change of Control ”) under Nasdaq Listing Rule 5635(b), each pursuant to the Securities Purchase Agreement (the “ SPA ”) ( the “Series C Offering ”), by and between the Company and the purchaser signatory thereto, and pursuant to the Revenue Sharing Agreement (the “ RSA ”), by and between the Company and the purchaser signatory thereto (the “ Series C Nasdaq Proposal ”); 3. To approve the Transactions, as defined in the SPA, as contemplated by the Transaction Documents, as defined in the SPA (the “ Series C Transaction Approval Proposal ”); and 4. To approve, for purposes of (i) Rule 5635(d) of Nasdaq, the potential issuance of 20% or more of the outstanding shares of the Common Stock in a transaction, other than a public offering, at below the Minimum Price, and (ii) Rule 5635(a) of Nasdaq, the issuance of stock or assets of another company, each pursuant to the Securities Purchase Agreement (the “ August RD SPA ”), by and between the Company and the purchasers signatory thereto (the “ August RD Nasdaq Proposal ”). You may vote if you were the record owner of shares of the Company’s Common Stock, at the close of business on September 25, 2025. The Board of Directors of the Company has fixed the close of business on September 25, 2025 as the record date (the “ Record Date ”) for the determination of Stockholders entitled to notice of and to vote at the Special Meeting and at any adjournments thereof. As of the Record Date, there were 171,441,724 shares of Common Stock outstanding and entitled to vote at the Special Meeting. The holders of our Common Stock are entitled to one vote for each share of Common Stock held. The foregoing shares are referred to herein as the “ Shares .” Holders of our Common Stock will vote together as a single class on all matters described in this proxy statement (the “ Proxy Statement ”). YOUR VOTE AT THE SPECIAL MEETING IS IMPORTANT Your vote is important. Please vote as promptly as possible even if you plan to attend the Special Meeting. Holders of record of the Company’s common stock at the close of business on September 25, 2025 (the “ Record Date ”) will be entitled to notice of, and to vote at the Special Meeting and any adjournment or postponement thereof. Each share of common stock entitles the holder thereof to one vote. Your vote is important, regardless of the number of s

View Full Filing

View this DEF 14A filing on SEC EDGAR