Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into A Material Agreement.
License and Purchase Agreement
On February 21, 2024, Safety Shot Inc. (the “Company”) entered into a License and Purchase Agreement (the “Purchase Agreement”), with Elite Health Partners Inc., a Delaware corporation (“Licensee”), pursuant to which the Company granted to Licensee a license to use assets related to the development and sale of various over-the-counter health and wellness products owned by the Company (the “Legacy Assets”) and the option to purchase the Legacy Assets upon fulfillment by Licensee of certain conditions set forth in the Purchase Agreement. The Company’s NoStingz product is not a part of the Legacy assets. Upon execution of the Purchase Agreement, the Company received 4,000,000 shares of the Licensee’s common stock, par value 0.001 (“Licensee Common Stock”).
Pursuant to the Purchase Agreement, the Company may continue its own use of the Legacy Assets in its operations until closing of the acquisition of the Legacy Assets has occurred. The license granted to Licensee by the Company (the “Elite License”) is subject in all respects to licenses previously granted by the Company to third parties prior to the Purchase Agreement (each prior license, a “Legacy License”). The Legacy Licenses granted by the Company will remain with the Company during the period of the Elite License (and the Company is entitled to continue to receive and own all of the proceeds and royalties generated thereby). The Legacy Licenses will be transferred and assigned to Licensee as part of its purchase, if any, of the Legacy Assets upon closing.
Pursuant to the terms and conditions of the Purchase Agreement, the Licensee has committed to undertake and complete a firm-commitment underwritten public offering of at least 1,500,000 shares of the Licensee Common Stock at an initial minimum offering price to the public of $4.00 per share (“IPO”) pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended by July 31, 2024. Additionally, Licensee has agreed to cause the Licensee Common Stock to be listed for trading on the NYSE (or such other trading market as the Company and Licensee mutually agree) concurrent with the IPO. Upon completion of the IPO, Licensee will acquire the Legacy Assets, including the Legacy Licenses, from the Company in exchange for $1.00. In the event that the IPO does not occur, the transactions, including the Elite License, will be unwound.
In addition to transferring the Legacy Asset upon closing, the Company will assign, and the Licensee will assume, the Company’s obligations under the employment agreements between the Company and each of Dr. Glynn Wilson, Chief Scientific Officer, and Mr. Paul Jones, Senior Project Manager.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, the form of which is filed herein as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On February 22, 2024, the Company issued a press release announcing the signing of the transactions contemplated by the Purchase Agreement. The press release is filed as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits
Exhibits
| Exhibit No. | Description | |
| 10.1# | License and Purchase Agreement by and between Safety Shot Inc. and Elite Health Partners dated February 21, 2024 | |
| 99.1 | Press Release dated [February 22, 2024 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
# Certain schedules and exhibits have been omitted pursuant to Item 601(A)(5) of Regulation S-K. The Company will furnish supplementally copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request.
Cautionary Note Regarding Forward-Looking Statements and Representations and Warranties in Purchase Agreement
The information contained in this Current Report and the exhibits hereto contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the ongoing obligations under the Purchase Agreement and other statements containing the words “intend,” “may,” “should,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terminology, which are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s filings with the U.S. Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.
The Purchase Agreement has been filed with this Current Report to provide investors with information regarding their respective terms. Such disclosures are not intended to provide any other factual information about the Company or the Licensee. The Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the respective Agreements or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Purchase Agreement are also modified in important part by the underlying disclosure schedules and exhibits which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to investors and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company does not believe that these schedules and exhibits contain information that is material to investors’ investment decision. Investors are not third-party beneficiaries under the Purchase Agreement, and in reviewing the representations, warranties and covenants contained in the Purchase Agreement or any descriptions thereof in this Current Report, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof may not characterize the actual state of facts or condition of the Company, the Licensee or any of their respective subsidiaries or affiliates.
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 22, 2024
| SAFETY SHOT INC. | ||
| By: | /S/ Brian John | |
| Brian John | ||
| Chief Executive Officer | ||
Exhibit 10.1
Exhibit 99.1
Safety Shot’s Jupiter Wellness Legacy Assets Licensed to Elite Health Partners: Safety Shot to Dividend 40% of Post-IPO Wellness Powerhouse To Its Shareholders
| ● | Elite Health Partners is a manufacturer, marketer, and distributor of health and beauty products via its 3PL logistics and fulfillment center. | |
| ● | License of Jupiter Wellness assets to convert to purchase by Elite Health upon execution of Elite’s planned IPO | |
| ● | All Safety Shot beverage assets remain with Safety Shot Inc. |
JUPITER, FL – February 22, 2024 – Safety Shot, Inc. (Nasdaq: SHOT) today announced it has signed an agreement to license and sell its legacy Jupiter Wellness assets to Colorado-based Elite Health Partners Inc. The Company’s Jupiter Wellness assets include a portfolio of over-the-counter commercialized products as well as product candidates in development for indications including skin care, hair growth, and women’s health.
Elite Health is a leading provider of world-class, innovative products and services that fulfill a broad range of consumer health and beauty needs globally. With expertise in new product development, product formulation, and customization, Elite Health serves private label clients including industry leading cosmetic, supplement, and pet brands whose products are sold through national retailers such as Walmart, 7-Eleven, and Circle K. Products are shipped from Elite Health’s 3PL logistics and fulfillment center to over 72 countries worldwide. Elite Health owns and operates an FDA registered, cGMP and ISO 22716 certified manufacturing facility. Through its MIDAS Manufacturing technology division, Elite Health’s proprietary manufacturing execution software MIDAS, developed in-house to manage all aspects of its business, is set to launch as a software-as-a-service (SaaS) product. Elite Health expects MIDAS to drive revenue and gross margin growth following launch.
Currently a private company, Elite Health plans to file a registration statement for an IPO by Q3 2024 and subsequently become a publicly listed company. Upon its IPO, Elite Health will acquire the licensed Jupiter Wellness assets for a consideration of 40% of Elite Health’s outstanding shares that Safety Shot plans to dividend to its shareholders
“Elite Health, combined with our Jupiter Wellness portfolio, is set to become a wellness powerhouse that develops, manufactures, launches, markets, and distributes a portfolio of high-quality products,” stated Safety Shot CEO Brian John. “This deal with Elite Health is a great way for Safety Shot to monetize our assets, further freeing us up to focus solely on Safety Shot’s enormous opportunity in the functional beverage industry.”
Tom Nyiri, CEO of Elite Health, commented, “At Elite Health Partners, we have the know-how, facilities, and industry relationships to significantly expand and accelerate markets for Jupiter Wellness’ portfolio. With these propriety products, combined with the upcoming launch of our MIDAS SaaS, we are now well positioned to list as a publicly traded company and further invest in our growth. We are very pleased to partner with Safety Shot and believe our joint assets and the future potential of Elite Health.”
About Safety Shot
Safety Shot, a wellness and functional beverage company, is set to launch Safety Shot, the first patented wellness beverage on Earth that helps people feel better faster by reducing blood alcohol content, boosting clarity and overall mood. Safety Shot is available for retail purchase at www.DrinkSafetyShot.com and www.Amazon.com. The Company plans to launch business-to-business sales of Safety Shot to distributors, retailers, restaurants, and bars in the first quarter of 2024.
About Elite Health Partners
Elite Health Partners Inc. specializes in contract manufacturing with a focus on producing superior-quality liquid dietary supplements, personal care products, and pet products. They are a destination in service-driven process optimization. More than a contract manufacturer, Elite Health is an integral working arm of our partner brands that drives innovation, product development, and scalability in all their manufacturing needs. Through its technology division, MIDAS Manufacturing, a revolutionary SaaS platform, is taking shape, poised to transform the manufacturing landscape with game-changing automation and real-time insights. The company’s comprehensive 3PL fulfillment services underscore its commitment to logistical efficiency and client support. Elite Health Partners Inc. is at the forefront of integrating technology-driven solutions in manufacturing and is dedicated to elevating standards and driving innovation in the CPG sector.
Forward Looking Statements
This communication contains forward-looking statements regarding Safety Shot, including, the anticipated timing of studies and the results and benefits thereof. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are based on each of the Company’s current plans, objectives, estimates, expectations, and intentions and inherently involve significant risks and uncertainties, many of which are beyond Safety Shot’s control. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties and other risks and uncertainties affecting Safety Shot and, including those described from time to time under the caption “Risk Factors” and elsewhere in Safety Shot’s Securities and Exchange Commission (SEC) filings and reports, including Safety Shot’s Annual Report on Form 10-K for the year ended December 31, 2023 and future filings and reports by Safety Shot. Moreover, other risks and uncertainties of which the combined company is not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Investors are cautioned that forward-looking statements are not guarantees of future performance. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events at such dates, even if they are subsequently made available by Safety Shot on its website or otherwise. Safety Shot undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
Investor Contact:
Phone:
561-244-7100
Email: investors@drinksafetyshot.com
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