UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
On
For
the quarterly period ended
or
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________to_____________
Commission
File Number
(Exact name of registrant as specified in charter)
| (State or other jurisdiction | (IRS Employer | |
| of incorporation or organization) | Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ ☐ NO
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be pursuant to Rule 405 of Regulation S- T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ ☐ NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of August 14, 2025, there were shares of the registrant’s common stock outstanding.
FORM 10-Q
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | F-1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 4. | Controls and Procedures | 10 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 11 |
| Item 1A. | Risk Factors | 13 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3. | Defaults Upon Senior Securities | 13 |
| Item 4. | Mine Safety Disclosures | 13 |
| Item 5. | Other Information | 13 |
| Item 6. | Exhibits | 13 |
| SIGNATURES | 14 | |
PART I - FINANCIAL INFORMATION
This Quarterly Report on Form 10-Q includes the accounts of Safety Shot, Inc., a Delaware corporation (“Safety Shot”). References in this Report to “we”, “our”, “us” or the “Company” refer to Safety Shot, Inc. and its consolidated subsidiaries unless the context dictates otherwise.
FORWARD LOOKING STATEMENTS
Certain statements in this report, including information incorporated by reference, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations, beliefs or other statements that are not statements of historical fact. Words such as “will,” “may,” “should,” “could,” “would,” “expects,” “plans,” “believes,” “anticipates,” “intends,” “estimates,” “approximates,” “predicts,” “forecasts,” “potential,” “continue,” or “projects,” or the negative or other variation of such words, and similar expressions may identify a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism about future operating results and the development of our products, are forward-looking statements.
Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” below, as well as those discussed elsewhere in this Quarterly Report on Form 10-Q. Readers are urged not to place undue reliance on these forward- looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We file reports with the Securities and Exchange Commission (“SEC”). The public can read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report on Form 10-Q. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Quarterly Report on Form 10-Q, which attempt to advise interested parties of the risks and factors that may affect our businesses, financial condition, results of operations and prospects.
| 1 |
Item 1. Financial Statements
Safety Shot, Inc.
| F-1 |
Safety Shot, Inc.
Consolidated Balance Sheets
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Marketable securities | ||||||||
| Inventory | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses and deposits | ||||||||
| Investment in Yerbae Brands | ||||||||
| Investment in affiliate | ||||||||
| Investment in SRM | ||||||||
| Note receivable | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Right of use assets | ||||||||
| Goodwill | ||||||||
| Intangible assets, net of amortization | ||||||||
| Fixed assets, net of depreciation | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Notes payable, current portion | ||||||||
| Convertible notes | ||||||||
| COVID-19 SBA loan | ||||||||
| Line of credit | ||||||||
| Current portion of lease liability | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Long-term portion lease liability | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity (deficit): | ||||||||
| Preferred stock, $ par value, shares authorized of which and are issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | ||||||||
| Common stock, $ par value, shares authorized, of which and shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Common stock payable | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity (deficit) | ( | ) | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| F-2 |
Safety Shot, Inc.
Consolidated Statement of Operations
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ( | ) | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense | ||||||||||||||||
| Gain on sale of marketable securities | ( | ) | ( | ) | ||||||||||||
| Realized gain on sale of stock | ||||||||||||||||
| Loss on settlement | ( | ) | ( | ) | ||||||||||||
| Unrealized gain (loss) on equity investment | ( | ) | ||||||||||||||
| Total other income (expense) | ( | ) | ||||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net income (loss) per share: | ||||||||||||||||
| Basic | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Diluted | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted average shares outstanding - basic | ||||||||||||||||
| Weighted average shares outstanding - diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| F-3 |
Safety Shot, Inc.
Consolidated Statement of Shareholders’ Equity (Deficit)
For the Three and Six Months Ended June 30, 2025 and 2024
(Unaudited)
| Preferred Stock | Common Stock | Additional | Common | |||||||||||||||||||||||||||||
| Number of Shares | Par Value | Number of Shares | Par Value | Paid-In- Capital | Stock Payable | Accumulated Deficit | Total | |||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Common stock issued for services | - | ( | ) | |||||||||||||||||||||||||||||
| Common stock due for bonus | - | |||||||||||||||||||||||||||||||
| Common stock issued for litigation settlement | - | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued for private placement | - | |||||||||||||||||||||||||||||||
| Fair value of options granted | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Common stock issued in connection with Yerbae acquisition | - | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued for cash | - | |||||||||||||||||||||||||||||||
| Common stock issued in exchange for settlement of payables | - | |||||||||||||||||||||||||||||||
| Common stock issued for settlement | - | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued for employee bonus | - | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued for services | - | |||||||||||||||||||||||||||||||
| Conversion of Common stock to Preferred stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Warrant purchase agreement | - | - | ||||||||||||||||||||||||||||||
| Stock compensation expense | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional | Common | |||||||||||||||||||||||||||||
| Number of Shares | Par Value | Number of Shares | Par Value | Paid-In- Capital | Stock Payable | Accumulated Deficit | Total | |||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Common stock issued from stock payable for services | - | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued from stock payable on extinguishment of debt | - | ( | ) | |||||||||||||||||||||||||||||
| Common stock due for services | - | - | ||||||||||||||||||||||||||||||
| Common stock due on warrant conversions | - | - | ||||||||||||||||||||||||||||||
| Common stock issued for services | - | |||||||||||||||||||||||||||||||
| Common stock issued for warrant conversions | - | |||||||||||||||||||||||||||||||
| Fair value of options granted | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Shares issued from Stock payable for services | - | ( | ) | |||||||||||||||||||||||||||||
| Shares issued from Stock payable - conv note extinguishment | - | - | ||||||||||||||||||||||||||||||
| Shares due for services | - | - | ||||||||||||||||||||||||||||||
| Shares due on warrant conversion | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Shares issued for employee bonus | - | |||||||||||||||||||||||||||||||
| Shares issued for private placement | - | |||||||||||||||||||||||||||||||
| Warrant conversion | - | |||||||||||||||||||||||||||||||
| Shareholder investment | - | - | ||||||||||||||||||||||||||||||
| Fair value of options granted | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
Safety Shot, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
| For the Six Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | ( | ) | ||||||
| Depreciation and amortization expense | ||||||||
| Fair value of shares issued for services rendered | ||||||||
| Fair value of shares issued from stock payable - convertible note extinguishment | ||||||||
| Fair value of shares issued for employee bonus | ||||||||
| Fair value of options issued for services | ||||||||
| Fair value of common stock issued in exchange for settlement of payables | ||||||||
| Fair value of common stock issued for bonus | ||||||||
| Fair value of common stock issued for settlement | ||||||||
| Unrealized (gain) loss on equity investment | ( | ) | ||||||
| Gain on sale of SRM stock | ( | ) | ||||||
| Realized gain/loss on sale of marketable securities | ||||||||
| Unrealized (gain) loss on marketable securities | ||||||||
| Adjustments to reconcile net income (loss) to cash (used in) operating activities: | ||||||||
| Prepaid expenses and deposits | ( | ) | ( | ) | ||||
| Right of use asset | ||||||||
| Accounts receivable | ( | ) | ||||||
| Note receivable | ||||||||
| Inventory | ( | ) | ||||||
| Investment in Yerbaé | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities | ( | ) | ||||||
| Lease liability | ( | ) | ( | ) | ||||
| Net Cash (Used in) Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||
| Cash received from sale of SRM stock | ||||||||
| Cash received from sale of marketable securities | ||||||||
| Cash paid for marketable securities | ( | ) | ||||||
| Acquisition of Yerbaé | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ||||||
| Purchase of equipment | ( | ) | ||||||
| Net Cash Provided by Investing Activities | ( | ) | ||||||
| CASH FLOW FROM FINANCING ACTIVITIES: | ||||||||
| Shares issued for warrant conversion | ||||||||
| Loans to affiliates | ||||||||
| Shares issued for private placement | ||||||||
| Shareholder investment | ||||||||
| Repayments of convertible notes | ( | ) | ||||||
| Proceeds from issuance of common stock | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| CHANGE IN CASH | ( | ) | ||||||
| CASH AT BEGINNING OF PERIOD | ||||||||
| CASH AT END OF PERIOD | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash items | ||||||||
| Common stock issued from stock payable on extinguishment of debt | $ | $ | ||||||
| Common stock issued from stock payable on service | $ | $ | ||||||
| Common stock issued from stock payable on warrant conversions | $ | $ | ||||||
| Common stock issued for services | $ | $ | ||||||
| Common stock issued for loss on settlement | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| F-5 |
SAFETY SHOT, INC.
Notes to Financial Statements
Note 1 - Organization and Business Operations
Safety Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023 the Company acquired certain assets of GBB Drink Lab Inc which included the blood alcohol reduction drink Sure Shot (the “Sure Shot Dietary Supplement”), an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol by supporting its metabolism. Concurrently with the purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched the Sure Shot Dietary Supplement in December 2023.
On January 8, 2025, the Company entered into an Arrangement Agreement on January 7, 2025 (the “Arrangement Agreement”) with Yerbaé Brands Corp. (“Yerbaé”), pursuant to which the Company agreed, among other things, to acquire all of the issued and outstanding common shares of Yerbaé (the “Yerbaé Shares”) in exchange for shares of common stock of Safety Shot (each, a “Safety Shot Share”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Arrangement”). The Arrangement was consummated on June 27, 2025. Yerbaé’s principal subsidiaries are Yerbaé Brands Co. (“Yerbaé USA”) and Yerbaé LLC of which Yerbaé owns 100% interests in, together, “Yerbaé”.
To achieve our mission, we rely on a team of highly skilled and experienced professionals who are committed to advancing our vision of health and wellness. Our team includes scientists, researchers, product developers, and business experts who collaborate to create new products and enhance existing ones. We also partner with industry leaders and organizations to leverage the latest technologies and expand our reach.
The Company generates revenue through the sale of the Sure Shot Dietary Supplement available online and Yerbaé’s plant-based, energy beverage available in several Big Box retail stores.. We are dedicated to staying up-to-date with the latest scientific research and technology, ensuring that our products are effective, safe, and meet the highest industry standards.
Going Concern Consideration
The
Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. At June 30,
2025 and December 31, 2024, the Company had $
Note 2 - Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness Investments, Inc., a Florida corporation and Yerbaé. All intercompany accounts and transactions have been eliminated.
Segment Reporting
The Company operates as a single reportable segment. The Chief Operating Decision Maker (CODM) (our CEO, Jarrett Boon) reviews the financial performance of the Company on a consolidated basis and makes decisions regarding resource allocation at that level. As a result, the Company has determined that it operates in a single operating segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. The Company’s product is a dietary drink supplement. Revenues from external customers are derived from e-commerce, distributors, and direct to retail consumers. The Company only operates in the United States. The Company continued to operate as a single reportable segment subsequent to the acquisition of Yerbaé as the Company continues to operate in the same industry.
Business Combinations
The Company accounts for business combinations in accordance with ASC 805, Business Combinations. The purchase price of an acquired business is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Identifiable intangible assets are recognized separately from goodwill and are amortized over their estimated useful lives. The determination of fair values requires management to make significant estimates and assumptions. These estimates are inherently uncertain and may be refined for up to one year from the acquisition date as additional information becomes available. Transaction costs incurred in connection with business combinations are expensed as incurred.
| F-6 |
Fair Value Measurements
The Company follows ASC 820, Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is determined based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company classifies assets and liabilities measured at fair value into a three-tier hierarchy based on the observability of inputs used in the valuation:
| ● | Level 1 – Quoted prices in active markets for identical assets or liabilities. | |
| ● | Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities or model-derived valuations in which all significant inputs are observable. | |
| ● | Level 3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use. |
The Company holds certain marketable securities and convertible debt instruments that are measured at fair value on a recurring basis. Convertible debt instruments are initially recorded at fair value, which may include bifurcation of embedded conversion features, if applicable, under ASC 815.
Debt Extinguishment and Modification
Any changes or modification to debt instruments must be examined to determine if the modification has any significant effect. If the changes or modifications are material, the change or modification must be accounted for as an extinguishment. If determined to be an extinguishment, the change or modification to the original debt is derecognized and a new debt is recognized. Any difference in the fair value is recognized as a gain or loss on extinguishment.
Equity Method for Investments
Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
| F-7 |
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The
Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes
of the statement of cash flows. There were
Inventory
Inventories
are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs
or write- offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold.
Inventory is based upon the average cost method of accounting. During the three and six months ended June 30, 2025, the Company had
Sale of SRM Entertainment, Inc.
On
August 14, 2023, SRM Entertainment, Inc. (“SRM”), completed its purchase of SRM Entertainment, Ltd, previously a wholly owned
subsidiary of the Company and consummated its Initial Public Offering (“IPO”). Pursuant to the sale, the Company received
shares of SRM’s common stock. As of June 30, 2025, the
Company held
of SRM ‘s common stock, which had a fair value of $
Trading Securities
Securities that the Company intends to sell are classified as trading securities. Trading securities are carried at fair value with gains and losses recognized in current period earnings.
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share.
Revenue Recognition
The Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customers”).
The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| ● | identify the contract with a customer; | |
| ● | identify the performance obligations in the contract; | |
| ● | determine the transaction price; | |
| ● | allocate the transaction price to performance obligations in the contract; and | |
| ● | recognize revenue as the performance obligation is satisfied. |
| F-8 |
The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date.
The Company only provides refunds for products that are damaged during delivery to the customer. However, instances of refunds are rare and have not historically had a material impact on the Company’s results of operations. Finally, the Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.
In addition to variable consideration, the Company also provides payments to certain customers for slotting fees. In accordance with the guidance in ASC 606-10-32, the Company determined that the payment is not in exchange for a distinct good or service and it is therefore recognized as a reduction to the transaction price. As the slotting fee payment covers the life of the contract with a customer, the initial payment is recognized as an asset and is amortized as a reduction to revenue on a rational and reasonable basis over the estimated life of the contract.
Accounts Receivable and Credit Risk
Accounts
receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which
is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. As of June 30,
2025 and December 31, 2024, the Company had $
Impairment of Long-Lived Assets
We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.
Intangible Assets
Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.
The
Company did
Research and Development
The
Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research
and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred.
Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed
when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs
related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses
of $
| F-9 |
Stock Based Compensation
The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant- date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants and share-based payments issued to non-employees for goods or services. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.
Income Taxes
The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include (i) affiliates of the Company; (ii) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (iii) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (iv) principal owners of the Company; (v) management of the Company; (vi) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (vii) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
| F-10 |
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, enhancing segment reporting requirements under ASC 280. This ASU aims to provide investors with more detailed information about a public entity’s reportable segments, including those with a single reportable segment. The Key Provisions include :
| 1. | Enhanced Expense Disclosures: Public entities must now disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included in each reported measure of segment profit or loss. | |
| 2. | Disclosure of Other Segment Items: Entities are required to disclose an amount for “other segment items” by reportable segment, representing the difference between reported segment revenues and the sum of significant segment expenses and the reported measure of segment profit or loss. A qualitative description of the composition of these other segment items is also required. | |
| 3. | Interim Reporting Requirements: All annual disclosures about a reportable segment’s profit or loss and assets, including the new disclosures introduced by ASU 2023-07, must now be provided in interim periods as well. | |
| 4. | Single Reportable Segment Entities: Public entities with a single reportable segment are explicitly required to provide all segment disclosures mandated by ASC 280, including those introduced by ASU 2023-07. This clarification ensures that users receive comprehensive information about the entity’s operations and performance. | |
| 5. | Disclosure of CODM Information: Entities must disclose the title and position of the CODM and explain how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and allocating resources. |
These amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the ASU for the year ended December 31, 2024. The adoption of the ASU did not have a material impact on the Company’s financial statements.
Note 3 - Prepaid Expenses and Deposits
At
June 30, 2025, the Company had prepaid expenses and deposits totalling $
Note 4 - Inventory
At
June 30, 2025, the Company had inventory of $
Note 5 - Investments
Effective
August 14, 2023, the Company sold its former wholly-owned subsidiary SRM Entertainment, Inc. (“SRM”) and SRM consummated
its Initial Public Offering (“IPO”)(see Sale of SRM Entertainment, Inc. included in Note 2. Above). As of June 30, 2025,
the Company held of
SRM ‘s common stock, which are considered marketable securities and had a fair value of $
| F-11 |
Note 6 – Acquisitions
Acquisition of Yerbaé
On
June 27, 2025, the Company completed the acquisition of Yerbaé, a premium energy beverage company, in a transaction accounted
for as a business combination under ASC 805, Business Combinations. The acquisition supports Safety Shot’s strategic growth
in the functional beverage market. The Company acquired
The acquisition was funded through newly issued shares of the Company’s common stock. The following table summarizes the allocation of the total purchase consideration to the assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date:
| June 27, 2025 | ||||
| Fair value of consideration paid (through issuance of common stock) | $ | |||
| Net liabilities acquired | ( | ) | ||
| Intangibles acquired | ||||
| Goodwill | ||||
| Total consideration | $ | |||
The
excess of the purchase price over the fair value of net assets acquired was recorded as goodwill. Goodwill primarily represents expected
synergies, brand recognition, and the assembled workforce. None of the goodwill is expected to be deductible for tax purposes. The allocation
of the purchase price is preliminary and is subject to change as the Company completes its assessment of the fair value of assets acquired
and liabilities assumed. The Company expects to finalize the purchase price allocation within the measurement period, which will not
exceed one year from the acquisition date. Transaction-related costs of approximately $
Summary Pro Forma Financial Information (Unaudited)
| Three
Months Ended June 30, 2025 | Three
Months Ended June 30, 2025 | |||||||||||||||||
| Safety
Shot, Inc. (Historical) | Yerbae Brands Corp. (Historical) | Transaction Accounting Adjustments | Pro
Forma Combined | |||||||||||||||
| Sales | $ | $ | $ | |||||||||||||||
| Net income (loss) from continuing operations | $ | $ | ( | ) | AA | ( | ) | $ | ||||||||||
| F-12 |
| Three
Months Ended June 30, 2024 | Three
Months Ended June 30, 2024 | |||||||||||||||||
| Safety
Shot, Inc. (Historical) | Yerbae
Brands Corp. (Historical) | Transaction Accounting Adjustments | Pro
Forma Combined | |||||||||||||||
| Sales | $ | $ | $ | |||||||||||||||
| - | ||||||||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | AA | ( | ) | $ | ( | ) | ||||||
| Six
Months Ended June 30, 2025 | Six
Months Ended June 30, 2025 | |||||||||||||||||
| Safety
Shot, Inc. (Historical) | Yerbae
Brands Corp. (Historical) | Transaction Accounting Adjustments | Pro
Forma Combined | |||||||||||||||
| Sales | $ | $ | $ | |||||||||||||||
| Net income (loss) from continuing operations | $ | $ | ( | ) | AA | ( | ) | $ | ||||||||||
| Six
Months Ended June 30, 2024 | Six
Months Ended June 30, 2024 | |||||||||||||||||
| Safety
Shot, Inc. (Historical) | Yerbae
Brands Corp. (Historical) | Transaction Accounting Adjustments | Pro
Forma Combined | |||||||||||||||
| Sales | $ | $ | $ | |||||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | AA | ( | ) | $ | ( | ) | ||||||
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
The pro forma adjustment is as follows:
(AA) Represents amortization of intangible assets stemming from tradenames-trade secrets and non-compete agreements. The non-compete agreements were fully amortized during the proforma period ending December 31, 2023.
The Unaudited Pro Forma Condensed Combined Statements of Operations for the three and six months ended June 30, 2025 and 2024 combines the historical statements of operations of Safety Shot, Inc. and Yerbaé Brands Corp. for such period on a pro forma basis as if the transaction had been consummated on January 1, 2024, the beginning of the earliest period presented.
GBB Acquisition
On
July 10, 2023, the Company entered into an Asset Purchase Agreement (the “APA”) with GBB Drink Lab, Inc. (“GBB”)
under the terms of which the Company acquired certain assets of GBB (the “Purchased Assets”) which included the patents for
a blood alcohol reduction product Safety Shot, an over-the- counter dietary supplement that can lower blood alcohol content by supporting
its metabolism. The purchase price was shares of the Company’s restricted common stock, valued at $
| F-13 |
Summary of transaction and carrying value:
| Purchase price: | Allocation of Purchase price: | |||||||||
| Cash | $ | Patents | $ | |||||||
| Fair value of stock issued | Amortization | ( | ) | |||||||
| $ | Balance | $ | ||||||||
Note 7 – Accrued Expenses
At
June 30, 2025 and December 31, 2024, the Company had accrued expenses totaling $
Note 8 - Convertible Notes Payable
On
January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the
principal amount of $
Interest
expense related to the above Notes for the three and six months ended June 30, 2025 was $
Note 9 – Covid-19 SBA Loans
During
the year ended December 31, 2020, the Company applied for and received $
Note 10 - Capital Structure
Preferred Stock - The Company is authorized to issue a total of shares of preferred stock with par value of $. The Company’s Series A Preferred Stock provides holders the right to receive dividends, when, as, and if declared, on an as-converted-to-common-stock basis and in the same form as dividends paid on common stock, excluding dividends in the form of common stock which are governed by the Certificate of Designation. The Series A Preferred Stock is voting stock, with holders entitled to vote together with common stockholders on an as-converted basis, with one vote for each share of common stock into which the Series A Preferred Stock is then convertible, subject to limitations set forth in the Certificate of Designation. In the event of any liquidation, dissolution, or winding up of the Company, distributions will be made to holders of Series A Preferred Stock and common stock pro rata based on the number of shares held, treating all Series A Preferred Stock as if converted to common stock immediately prior to such event and without regard to any conversion limitations. subject to adjustment for certain corporate events, including stock dividends and splits, subsequent equity sales, rights offerings, pro rata distributions, and fundamental transactions, as defined in the Certificate of Designation.
On May 2, 2025, the Company entered into an exchange agreement with Core 4 Capital Corp., a related party, and converted shares of common stock to shares of preferred stock. The Company believes the terms of these transactions are comparable to those that could be obtained from unrelated third parties; however, because the transactions are with related parties, they may not be the result of arm’s-length negotiations. All related party balances are unsecured, non-interest bearing, and due on demand unless otherwise noted. The Company had and shares of preferred stock outstanding as of June 30, 2025 and December 31, 2024, respectively.
Common Stock - The Company is authorized to issue a total of shares of common stock with par value of $. As of June 30, 2025 and December 31, 2024, there were and shares of common stock issued and outstanding, respectively.
2025 issuances:
Common stock issued for services
During the six months ended June 30, 2025,
the Company issued shares of common stock in exchange for services valued at $
Common stock issued for cash
During the six months ended June 30, 2025, the Company issued shares of common stock valued at $
Common stock issued for litigation settlement
During the six months ended June 30, 2025, the Company issued shares of common stock in connection with litigation settlement.
Common stock issued for settlement of payables
During the six months ended June 30, 2025,
the Company issued shares of common stock in exchange for the settlement of various payables valued at $
Common stock issued for private placement
During
the six months ended June 30, 2025, the Company had five take-downs under its S-3 Registration Statement under which the Company issued
a total of unrestricted shares of its common stock with a fair value of $
Common stock issued for employee bonus
During the six months ended June 30, 2025, the Company issued shares
of common stock with a fair value of $
| F-14 |
Common stock issued in connection with Yerbaé acquisition
During the six months ended June 30, 2025, the Company issued shares of common stock in connection with the Yerbaé acquisition (see Note 6).
The following table summarizes the issuances of the Company’s shares of common stock for the three and six months ended June 30, 2025 as follows:
| Balance December 31, 2024 | ||||
| Common stock issued for services | ||||
| Common stock issued for private placement | ||||
| Common stock issued for loss on settlement | ||||
| Balance March 31, 2025 | ||||
| Common stock issued in connection with Yerbaé acquisition | ||||
| Common stock issued for cash | ||||
| Common stock issued in exchange for settlement of liabilities | ||||
| Common stock issued for settlement | ||||
| Common stock issued for employee bonus | ||||
| Common stock issued for services | ||||
| Conversion of common stock to preferred stock | ( | ) | ||
| Balance, June 30, 2025 |
Common Stock Payable
The following table summarizes the activity of the Company’s common stock payable for the three and six months ended June 30, 2025:
| Balance, December 31, 2024 | $ | |||
| Common stock issued for services | ( | ) | ||
| Common stock issued for loss on settlement | ( | ) | ||
| Common stock due of executive bonus | ||||
| Common stock due from private placement | ||||
| Balance, March 31, 2025 | ||||
| Common stock issued for services | ||||
| Common stock issued for bonus | ( | ) | ||
| Common stock issued for cash | ||||
| Common stock issued for settlement | ( | ) | ||
| Balance, June 30, 2025 | $ |
Warrants
During
the year ended December 31, 2024, the Company reached a settlement with Bigger Capital Fund LP, (“Bigger”) 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 (see Note 12). Under the terms of the Settlement the Company agreed to cancel original
warrants with an exercise price of $
| Market | ||||||||||||||||||||||||
| Relative | Term | Exercise | Price on | Volatility | Risk-free | |||||||||||||||||||
| Reporting Date | Fair Value | (Years) | Price | Grant Date | Percentage | Rate | ||||||||||||||||||
| $ | $ | $ | % | |||||||||||||||||||||
| F-15 |
On
August 30, 2024, the Company entered into a Securities Purchase Agreement with an affiliate for the purchase of
shares of the Company’s common stock for a purchase price
of $
The following tables summarize all warrants outstanding as of June 30, 2025 and December 31, 2024, and the related changes during the period. Exercise price is the weighted average for the respective warrants at end of period.
| Number of | Wtd. Average | |||||||
| Warrants | Exercise Price | |||||||
| Balance at December 31, 2023 | $ | |||||||
| Warrants cancelled in the Bigger Settlement | ( | ) | ( | ) | ||||
| Warrants issued in the Bigger Settlement | ||||||||
| Warrants issued in a private placement | ||||||||
| Warrants converted into common stock | ( | ) | ( | ) | ||||
| Warrants issued in a private placement | ||||||||
| Balance at December 31, 2024 and March 31, 2025 | ||||||||
| Yerbaé replacement warrants | ||||||||
| Warrant purchase agreement with Core4 | ||||||||
| Balance at June 30, 2025 | $ | |||||||
| Warrants Exercisable at June 30, 2025 | $ | |||||||
Stock Options
The following tables summarize all stock options outstanding as of June 30, 2025 and December 31, 2024, and the related changes during the period. Exercise price is the weighted average for the respective stock options at end of period.
| Number of | Wtd. Average | |||||||
| Stock Options | Exercise Price | |||||||
| Balance at December 31, 2024 | ||||||||
| Options issued during the three months ended March 31, 2025 | ||||||||
| Balance at March 31, 2025 | ||||||||
| Yerbaé replacement options | ||||||||
| Balance at June 30, 2025 | $ | |||||||
| F-16 |
| Number of | Term | Exercise | Market Price on Grant | Volatility | ||||||||||||||||||||
| Reporting Date | Options | (Years) | Price | Date | Percentage | Fair Value | ||||||||||||||||||
| $ | $ | - % | $ | |||||||||||||||||||||
Note 12 - Commitments and Contingencies
The Company entered into an office lease Effective July 1, 2021. The primary term of the lease is five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows:
| Primary Period | Amount | Amount During Renewal Period | Amount | |||||||
| July 1 to June 30, 2022 | $ | July 1 to June 30, 2027 | $ | |||||||
| July 1 to June 30, 2023 | $ | July 1 to June 30, 2028 | $ | |||||||
| July 1 to June 30, 2024 | $ | July 1 to June 30, 2029 | $ | |||||||
| July 1 to June 30, 2025 | $ | |||||||||
| July 1 to June 30, 2026 | $ | |||||||||
Under
ASC 842, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $
Additionally,
the Company recognized rent expense of $
Legal Proceedings
The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.
On September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd. filed a lawsuit against the Company in the federal district court for the Southern District of New York case captioned Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc., No.1:23-cv-07874-KPF (the “Litigation”). Sabby’s initial complaint in the Litigation alleges that the Company’s delayed spin-off and distribution of the common stock of “SRM” Entertainment. Inc. give rise to claims of breach-of-contact, promissory estoppel, and negligent misrepresentation. On November 10, 2023, Jupiter sought judicial permission to move to dismiss Sabby’s complaint, arguing that Sabby had no legal right to the delayed distribution occurring on the original record date, and that regardless, no law requires the Company to compensate Sabby for the costs of covering its short position against the Company. The Litigation was dismissed with prejudice by the federal district court for the Southern District of New York on September 23, 2024. On October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States Court of Appeals for the Second Circuit. In or around March of 2025, Sabby was successful in its appeal to the Second Circuit and the lower court’s ruling was overturned as to Sabby’s breach of contract claim – Sabby’s remaining claims were dismissed. On or about July 1, 2025, the Second Circuit denied the Company’s petition for reconsideration. TH Company intends to vigorously defend itself against Sabby’s claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity.
| F-17 |
On
February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd. sued the Company in the federal district court for the Southern
District of New York, case captioned, Sabby Volatility Warrant Master Fund Ltd. v. Safety Shot, Inc., No. 1:24-cv-920-NRB (the “Litigation”).
Sabby’s initial complaint alleges that the Company has improperly refused to honor Sabby’s exercise of a Warrant to acquire
On
January 16, 2024, 3i LP (“3i”), filed a lawsuit against the Company in the Supreme Court of the State of New York in the
County of New York, case captioned, 3i LP v. Safety Shot, Inc. No. 650196/24 (the “Litigation”). The case stems from the
Company’s alleged denial of 3i’s attempt to exercise certain warrants and states causes of action for actual damages and
liquidated damages in an amount of approximately $
On
January 10, 2024, Bigger Capital fund, L.P. (“Bigger”), filed a lawsuit against the Company in the Supreme Court for the
State of New York, Case No. 650148/2024 (the “Litigation”). The Litigation stemmed from the Company’s warrant to purchase
On
January 20, 2025, the Company settled the Litigation and entered into the Bigger Settlement Agreement. 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. Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital
the following: (i) pay Bigger Capital $
On or about
July 29, 2025, the Company settled a dispute with Iroquois Master Fund, Ltd. and Iroquois Capital Investment Group (collectively “Iroquois”)
whereby the Company agreed to pay Iroquois $
The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.
| F-18 |
Note 13 - Subsequent Events
Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
Amendment to Securities Purchase Agreement
On
July 2, 2025, the Company executed an Amendment to the Securities Purchase Agreement (the “SPA”), dated June 13, 2025, by
and among the Company, a seller, and two accredited investors to amend the exercise price of the warrant that the investors purchased
under the SPA from $
Exchange Agreement
On
July 2, 2025, the Company entered into an Exchange Agreement by and among the Company and the Investors. Pursuant to the Exchange Agreement,
the parties intended to effect a voluntary security exchange transaction whereby the Investors will exchange (i) a Secured Convertible
Note in the principal amount of $
Series B Preferred Stock
On July 2, 2025, the Company filed a Certificate of Designation with the Delaware Secretary of State designating, shares as Series B Convertible Preferred Stock (the “Series B Preferred Stock”), each with a stated value of $ per share (the “Stated Value”). The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series B Preferred Stock. Terms not otherwise defined in this item shall have the meanings given in the Certificate of Designation.
The following is a summary of the terms of the Series B Preferred Stock:
Dividends. At all times following the issuance of the Series B Preferred Stock, while shares of Series B Preferred Stock are issued and outstanding, holders of Series B Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-Common-Stock basis and without regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (which shall be made in accordance with the terms of the Certificate of Designation) actually paid on shares of the Company’s Common Stock (the “Common Stock”) when, as and if such dividends (which shall be made in accordance with the terms of the Certificate of Designation) are paid on shares of the Common Stock.
Voting Rights. Subject to certain limitations described in the Certificate of Designation, the Series B Preferred Stock is voting stock. Holders of the Series B Preferred Stock are entitled to vote together with the Common Stock on an as-if-converted-to-Common-Stock basis. Holders of Common Stock are entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. Accordingly, holders of Series B Preferred Stock will be entitled to one vote for each whole share of Common Stock into which their Series B Preferred Stock is then-convertible on all matters submitted to a vote of stockholders.
Liquidation. Upon any Liquidation (as defined in the Certificate of Designation), the assets of the Company available for distribution to its stockholders shall be distributed among the holders of the shares of the Company’s Series A Convertible Preferred Stock, Series B Preferred Stock and Common Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Series B Preferred Stock as if they had been converted to Common Stock pursuant to the terms of the Certificate of Designation immediately prior to such Liquidation, without regard to any limitations on conversion set forth in the Certificate of Designation or otherwise.
| F-19 |
Conversion.
Subject to the limitations set forth in the Certificate of Designation, at the option of the holder, each share of Series B Preferred
Stock shall be convertible into a number shares of Common Stock obtained by dividing the Stated Value of each such share of Series B
Preferred Stock by the conversion price of $
Securities Purchase Agreement
On
July 3, 2025, the Company entered into a Securities Purchase Agreement with one accredited investor for the purchase of shares
(the “PIPE Shares”) for gross proceeds of $
Stock Purchase Agreement
On
July 11, 2025, the Company entered into a stock purchase agreement, dated July 11, 2025 (the “Stock Purchase Agreement”),
between the Company and an institutional investor. Pursuant to the Stock Purchase Agreement, the Company sold shares of SRM Entertainment,
Inc. common stock for an aggregate amount of $
Nasdaq Compliance
On January 2, 2025, the Company received a notice from Nasdaq that the closing bid price for its common stock had been below $1.00 per share for the previous 30 consecutive days, and that the Company is therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). Nasdaq’s Notice has no immediate effect on the listing or trading of its common stock on the Nasdaq Capital Market.
On July 9, 2025, the Company received a notification (the “Extension Notice”) from Nasdaq informing the Company that Nasdaq has granted the Company an additional 180 calendar days to regain compliance with the minimum closing bid price requirement under the Rule for continued listing on Nasdaq. The Extension Notice has no immediate effect on the listing of the Company’s common stock. In connection with its request for an extension, the Company stated that it intends to cure its bid price deficiency during such additional 180-day period, by effecting a reverse stock split, if necessary.
If at any time before December 29, 2025, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide written confirmation that the Company has achieved compliance with the Rule. The Company intends to continue actively monitoring the bid price for its common stock between now and December 29, 2025, and will consider available options to resolve the deficiency and regain compliance with the Rule, including a reverse stock split if necessary. If the Company does not regain compliance within the additional compliance period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq Hearings Panel. There is no assurance, however, that the Company will regain compliance.
Registered Direct Offering and Concurrent Private Placement
On July 21, 2025, the Company entered into a Securities Purchase Agreement with accredited investors (the “Purchasers”), relating to the registered direct offering, pursuant to which on July 24, 2025, the Company issued shares of the Company’s common stock, at an offering price of $ per share of Common Stock (the “RD Offering”).
The Shares were issued pursuant to a Registration Statement on Form S-3 filed by the Company with the SEC on September 28, 2022 (File No. 333-267644), which was declared effective on November 9, 2022.
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Pursuant
to the Purchase Agreement, in a concurrent private placement, the Company agreed to sell to the Purchasers unregistered warrants (the
“Common Warrants”) to purchase up to an aggregate of shares of Common Stock, at a purchase price of $Common
Warrant (the “Common Warrant Shares”) (the “PIPE Offering”). Each Common Warrant is exercisable for one share
of Common Stock, has an exercise price of $
Neither the Common Warrants nor the Common Warrant Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Common Warrants were, and Common Warrant Shares will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors.
The
aggregate gross proceeds to the Company from both the RD Offering and the PIPE Offering were approximately $
The Purchase Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this type. Further, pursuant to the Purchase Agreement, the Company agreed that, on or before the tenth (10th) day following the date of the Purchase Agreement, the Company will file a registration statement on Form S-1 with the Commission registering for resale the Common Warrant Shares issuable upon exercise of the Common Warrants. The Company has further agreed that such registration statement will be declared effective by the Commission no later than forty-five (45) days (seventy-five (75) days if the Commission issues a “full review) following the closing of the RD Offering and PIPE Offering.
Pursuant
to the placement agency agreement (the “Placement Agency Agreement”) entered into on July 21, 2025 by the Company with Dominari
Securities LLC (“Dominari”), the Company has agreed to pay Dominari
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August Purchase Agreement
On
August 8, 2025, the Company entered into a Securities Purchase Agreement (the “August Purchase Agreement”) with an institutional
investor entity (the “Investor”) for a private investment in public equity (the “PIPE Offering”) of shares
of its Series C Convertible Preferred Stock, par value $ per share (the “Series C Preferred Stock”), convertible into
shares of common stock, par value $ (the “Common Stock”), at a conversion price of $
The
Investor will pay the $
On
August 8, 2025, the Company also entered into a Revenue Sharing Agreement (the “Revenue Sharing Agreement”) with the Investor,
pursuant to which the Company agreed to issue shares of the Series C Preferred Stock, convertible into shares of
Common Stock at a conversion price of $
The Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained.
The conversion price and number of shares of Common Stock issuable upon conversion of the Preferred Stock Shares is subject to appropriate adjustment in the event of stock splits and subsequent rights offerings. There is no trading market available for the Preferred Stock Shares on any securities exchange or nationally recognized trading system. The Company does not intend to list the Preferred Stock Shares on any securities exchange or nationally recognized trading system.
The securities being offered and sold by the Company under the August Purchase Agreement and the Revenue Sharing Agreement have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors.
Pursuant to the August Purchase Agreement and the Revenue Sharing Agreement, on August 11, 2025, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of the State of Delaware (the “Series C Certificate of Designation”).
The stated value of the Series C Preferred Stock is $ per share.
Holders
of the Preferred Stock Shares are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which
the shares of Series C Preferred Stock are convertible on the basis of a conversion price of $
Holders shall be entitled to receive, and the Company shall pay, dividends on Preferred Stock Shares equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.
Upon any liquidation, dissolution or winding-up of the Company, the holders of Preferred Stock Shares shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Preferred Stock Shares were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock.
In the event that LetsBonk.fun ceases operations on or prior to the six-month anniversary of the original issuance date of the Preferred Stock Shares, then 50% of the Preferred Stock Shares issued shall be subject to automatic rescission and shall be returned to the Company for cancellation without further action by the Investor or the Company.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward- looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our”, “SHOT” and the “Company” mean Safety Shot, Inc.
General Overview
Safety Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023, the Company successfully completed the asset purchase of the dietary supplement product Safety Shot from GBB Drink Lab, Inc. (“GBB”), thereby gaining ownership of various assets, including the intellectual property, trade secrets, and trademarks associated with its dietary supplement, the Sure Shot Dietary Supplement. Concurrently with the asset purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched its e-commerce sale of the Sure Shot Dietary Supplement in December 2023. On June 27, 2025, the Company completed the acquisition of Yerbaé, a premium energy beverage company, in a transaction accounted for as a business combination. The acquisition supports Safety Shot’s strategic growth in the functional beverage market.
The Sure Shot Dietary Supplement has been formulated to reduce the accumulation of blood alcohol content by supporting its metabolism. Noteworthy is the fact that the Sure Shot Dietary Supplement comprises 28 active ingredients, all falling under the Generally Regarded As Safe (GRAS) category. Under sections 201(s) and 409 of the Federal Food, Drug, and Cosmetic Act (the Act), any substance that is intentionally added to food is a dietary supplement, that is subject to premarket review and approval by FDA, unless the substance is generally recognized, among qualified experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excepted from the definition of a dietary supplement.
It’s crucial to note that the Sure Shot Dietary Supplement is currently manufactured in a facility adhering to Good Manufacturing Practices (GMP), ensuring the highest standards of quality and safety throughout its production process. The Company currently maintains a workforce comprising eight full-time employees of its own.
Our focus centers on the commercialization of a 4-ounce product positioned as a dietary supplement. Beyond our existing product, we feature a convenient powdered stick pack version. This strategic expansion aligns with our corporate vision to address evolving consumer demands, positioning the Company in the market for dietary supplements. We believe that this initiative not only enriches our product portfolio but also emphasizes our dedication to innovation and adaptability, catering to the discerning preferences of health-conscious consumers. The Company’s primary focus in the beverage sector is the commercialization of the Sure Shot Dietary Supplement and Yerbaé’s plant-based, energy beverage.
Products Roadmap
The Sure Shot Dietary Supplement was launched on our own website and through Amazon in December 2023 and with several Big Box stores. The Company is advancing several product formats and formulations to continue to offer an array of products that can be purchased at various locations that coincide with consumer shopping habits.
Research and Development
Our research and development team in continually looking to develop new therapeutic products, while continually improving and enhancing our existing products and product candidates to address customer demands and emerging trends.
We have conducted extensive informal research and experimentation involving a substantial number of volunteers under the influence of alcohol. Our findings indicate that the Sure Shot Dietary Supplement can reduce a person’s Blood Alcohol Content, as measured by the premier Breathalyzer on the market. We have recently completed our clinical trials of the Sure Shot Dietary Supplement which have shown a statistically significant reduction in the Blood Alcohol Content (“BAC”) of the participants. The observable enhancements in cognitive abilities among the test subjects have been carefully documented.
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The clinical trials took place from January 29, 2024, through June 10, 2024, at the CAHS located at 6570 Seville Drive, Canfield, OH 44406. The clinical trials were sponsored and paid for by the Company and consisted of 36 participants with a mean age of 36.3 years that were selected through advertising of the study. The Company did not inquire about the participants typical level of alcohol consumption but each participant had to qualify based upon a complete medical history questionnaire, release from physicians and submitting to a standard bloodwork panel. Each participant consumed exactly 100 mL of alcohol and the BAC of the participants ranged from 0.047 % to 0.068 %. The participants were not employees of the Company nor affiliated with the Company in any way. The clinical trials were a double-blind, randomized, placebo-controlled study that found that within 30 minutes of the consumption of the Sure Shot Dietary Supplement, the monitored participants saw a statistically significant drop of p=.002 in BAC and continued to see measurable drops in successive 30-minute increments. The results were measured by using a DOT-approved BACtrack S80 Breathalyzer on the participants to determine their BAC after ingesting several alcoholic beverages, followed by drinking 12 ounces of the Sure Shot Dietary Supplement and then measuring the participants’ BAC 30 minutes later. In addition, cognitive responses were measured using the Visual Analogue Scale (“VAS”) and physical function assessed at the same intervals as the blood draws and breathalyzer assessments to correlate to function. The VAS consisted of a 10 cm, straight line with end points that measured from low-to-high for a number of physical feelings and sensations. The participants were asked to mark a point on the line that corresponded with their experience. The distance from the end to the point marked by the participant was then measured in millimeters to quantify their level of sensation. On each visit, participants were asked to perform the VAS tests and the VAS assessed subjective ratings for head discomfort (headache), nausea, fatigue, energy, tiredness, thirst and ability to concentrate. The Company also conducted further physical assessment by monitoring biometric measurements such as blood pressure and heart rate at various intervals. The key assumptions in the study were that the participants would demonstrate a marked decrease in BAC following the consumption of the Sure Shot Dietary Supplement versus that of the placebo. In addition, the study assumed that the participants would feel better and demonstrate marked improvement in cognitive skills and physical function following the consumption of the Sure Shot Dietary Supplement versus that of the placebo. The Company had previously observed in our numerous, pre-clinical tests that participants who consumed significant amounts of alcohol (more than two drinks) experienced marked and rapid reductions in their BAC when measured by BACTrack S80 breathalyzers after consumption of the Sure Shot Dietary Supplement. In addition, the Company observed in the pre-clinical tests that the participants showed significant improvement in motor function and reduction in slurred speech and other markers commonly associated with alcohol consumption. These findings led the Company to continue to develop the Sure Shot Dietary Supplement and commission a clinical study to prove our hypothesis. There were five adverse events amongst the participants in the study. Four of the adverse events were associated with the Sure Shot Dietary Supplement (three felt nauseous and one developed a rash) and none of the adverse events were serious. The final adverse event was associated with congestion of the placebo.
Since approximately 2010, the Company has performed 100s of pre-clinical tests in an effort to develop and perfect the Sure Shot Dietary Supplement. These informal, pre-clinical tests included friends, family and other volunteers who consumed alcohol at varying levels and then were tested prior to the consumption of the Sure Shot Dietary Supplement. The pre-clinical tests were neither peer reviewed nor were the subjects screened prior to their participation. In addition, the VAS was not used nor were there any placebos or other control measures taken in the pre-clinical tests and as such these tests are considered informal and non-clinical. The participants’ BAC was measured by using the BacTrack S80 after the consumption of various amounts of alcohol and prior to the consumption of the Sure Shot Dietary Supplement and then at 30 minutes, 45 minutes and one-hour intervals after consumption of the Sure Shot Dietary Supplement so we could assess the efficacy of the Company’s R&D efforts at that point in time. The Company also observed motor function skills such as walking, balancing and speech at the same intervals following the consumption of 12 ounces of the Sure Shot Dietary Supplement. The Company defined and noted the significant improvement in each area by observing participants’ walk and whether a participant’s gait was unsteady, or whether their balance was off while standing and whether their speech was clear or slurred. The Company incurred research and development expenses of $100,591 and $1,637,117 for the years ended December 31, 2022, and 2023, respectively.
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Sales and Marketing
We primarily sell our products through e-commerce websites including Amazon. To drive loyalty, word-of-mouth marketing, and sustainable growth, we invest in customer experience and customer relationship management.
Manufacturing, Logistics and Fulfillment
We outsource the manufacturing of our products to contract manufacturers, who produce them according to our formulation specifications. Our products are manufactured by contract manufacturers in India and the US. The majority of our products will then be shipped to third-party warehouses and to our corporate offices, which can either transport them to our distributors, retailers, or directly to our customers. Our third-party warehouses are located in the US. We use a limited number of logistics providers to deliver our products to both distributors and retailers, which allows us to lessen order fulfillment time, cut shipping costs, and improve inventory flexibility.
Our Competitive Strengths
We are committed to driving continuous improvement through innovation. Since our inception, we have made significant investments in research and development and have acquired a substantial portfolio of intellectual property, which continues to grow each year. Our commitment to innovation has allowed us to create unique products that address unmet needs in the market, all backed by rigorous clinical research. We believe that our focus on research and development is designed to enable us to stay ahead of the curve and provide our customers with products that are not only effective but also innovative. We take pride in our patent portfolio and the continuous growth we have achieved, as we believe that it showcases our dedication to creating new and unique solutions for our customers. By staying committed to innovation, we are confident in our ability to meet the ever-changing needs of the health and wellness market. We believe that the Safety Shot Dietary Supplement stands as a unique product in the liquid dietary supplement market. Nevertheless, our competitive landscape includes many companies involved in the production of health and welfare products.
Recent Developments
Acquisition of Yerbaé Brands
On June 27, 2025, the Company completed the acquisition of Yerbaé, a premium energy beverage company, in a transaction accounted for as a business combination under ASC 805, Business Combinations. The acquisition supports Safety Shot’s strategic growth in the functional beverage market.
Settlement Agreement with Bigger Capital
On January 20, 2025, the Company entered into the Bigger Settlement Agreement. 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. Pursuant to the Bigger Settlement Agreement, the Company 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 Bigger Note”); (iii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the “Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”); and (iv) 5,332,889 shares of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an exercise price of $0.4348 per share (the “Bigger Warrants”). A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement.
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The Secured Convertible Bigger Note
The Secured Convertible Bigger Note accrues interest on the unpaid principal amount therein at the rate of nine percent (9%) per annum from January 20, 2025 until the earlier to occur of (i) the date such unpaid principal amount is paid in full, or (ii) the date such unpaid principal amount is converted into shares of the Company’s common stock, in accordance with the terms hereof, and shall be computed on the basis of a 360-day year for the actual number of days elapsed. Interest accruing hereunder shall be paid either in cash or in shares of the common stock.
At the option of its holder, the holder of the Secured Convertible Bigger Note may convert all or any portion of the outstanding principal amount of the Secured Convertible Bigger Note plus accrued and unpaid interest thereon, for a number of shares of common stock of the Company equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of the Secured Convertible Bigger Note plus the accrued and unpaid interest thereon being converted by the Secured Convertible Bigger Note Conversion Price (as defined below) as of the applicable conversion date.
“Secured Convertible Bigger Note Conversion Price” means the lesser of (i) $0.5435 per share and (ii) the closing price of the Company’s common stock, as reflected on Nasdaq.com, immediately preceding the date of Stockholder Approval (as defined below), subject to adjustment as provided in the Secured Convertible Bigger Note.
“Stockholder Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the stockholders of the Company with respect to the transactions contemplated under the Secured Convertible Bigger Note and the other Transaction Documents (as defined in the Secured Convertible Bigger Note), including, without limitation, the issuance of all of the shares of common stock issuable thereunder, including in an amount that would, when aggregated with (i) the number of shares issued upon any prior conversions of the Convertible Bigger Note, and (ii) the number of shares issued upon any prior exercises of the Bigger Warrant, exceed 19.99% of the issued and outstanding Common Stock on January 20, 2025, at a price less than the market value of the Company’s common stock on January 20, 2025.
The Convertible Bigger Note
Interest shall accrue on the unpaid principal amount of the Convertible Bigger Note at the rate of nine percent (9%) per annum from January 20, 2025 until the earlier to occur of (i) the date such unpaid principal amount is paid in full, (ii) the date such unpaid principal amount is converted into shares of the Company’s common stock, in accordance with the terms of the Convertible Bigger Note, or (iii) the date the Company otherwise satisfies its Repayment Obligation (as defined in Convertible Bigger Note) in respect of such outstanding principal amount via an Alternative Payment Method (as defined in Convertible Bigger Note).
Upon the maturity date of the Convertible Bigger Note, at the Company’s discretion, the Company will have the option to either (i) repay the Convertible Bigger Note in full including any accrued interest, (ii) issue a $2,000,000 SAFE Note, or (iii) a $4.5 million convertible note bearing a 9% interest rate, maturing on December 31, 2027 (the “Replacement Bigger Note”). The form of the Replacement Bigger Note is filed herein as Exhibit 4.8.
At the option of its holder, the holder of the Convertible Bigger Note may convert all or any portion of the outstanding principal amount of the Convertible Bigger Note plus accrued and unpaid interest thereon, for a number of shares of common stock of the Company equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of the Convertible Bigger Note plus the accrued and unpaid interest thereon being converted by the Convertible Bigger Note Conversion Price (as defined below) as of the applicable conversion date.
“Convertible Bigger Note Conversion Price” means $0.5435 per share, subject to adjustment as provided under the Convertible Bigger Note.
The Bigger Warrants
Pursuant to the Bigger Settlement Agreement, the Company 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 latter warrants, the “Bigger Warrants”). The Bigger Warrants contain customary adjustment provisions and representation and warranties. The Bigger Warrants are exercisable for a five year period following their issuance date.
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August Purchase Agrement
On August 8, 2025, the Company entered into a Securities Purchase Agreement (the “August Purchase Agreement”) with an institutional investor entity (the “Investor”) for a private investment in public equity (the “PIPE Offering”) of 35,000 shares of its Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), convertible into 62,701,541 shares of common stock, par value $0.001 (the “Common Stock”), at a conversion price of $0.5582 per share of Common Stock. The 35,000 shares of Series C Preferred Stock are referred to herein as the “SPA Preferred Stock Shares.” The issuance of the SPA Preferred Stock Shares is expected to occur not later than August 20, 2025.
The Investor will pay the $25 million purchase price for the SPA Preferred Stock Shares in the form of BONK tokens (the “Consideration Tokens”), based on the closing price of BONK tokens on August 10, 2025. The Consideration Tokens will be held in the custodian wallet account designated and controlled by the Company’s Board of Directors (the “Board”). The payment of the Consideration Tokens is expected to occur not later than August 20, 2025.
On August 8, 2025, the Company also entered into a Revenue Sharing Agreement (the “Revenue Sharing Agreement”) with the Investor, pursuant to which the Company agreed to issue 100,000 shares of the Series C Preferred Stock, convertible into 179,147,260 shares of Common Stock at a conversion price of $0.5582 per share of Common Stock, in exchange for an amount equal to 10% of all gross revenue of LetsBonk.fun in perpetuity. The 100,000 shares of Series C Preferred Stock are referred to herein as the “RSA Preferred Stock Shares,” and the SPA Preferred Stock Shares and the RSA Preferred Stock Shares are collectively referred to herein as the “Preferred Stock Shares.” The issuance of the RSA Preferred Stock Shares is expected to occur not later than August 20, 2025.
The Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained.
The conversion price and number of shares of Common Stock issuable upon conversion of the Preferred Stock Shares is subject to appropriate adjustment in the event of stock splits and subsequent rights offerings. There is no trading market available for the Preferred Stock Shares on any securities exchange or nationally recognized trading system. The Company does not intend to list the Preferred Stock Shares on any securities exchange or nationally recognized trading system.
The securities being offered and sold by the Company under the August Purchase Agreement and the Revenue Sharing Agreement have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors.
Pursuant to the August Purchase Agreement and the Revenue Sharing Agreement, on August 11, 2025, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of the State of Delaware (the “Series C Certificate of Designation”).
The stated value of the Series C Preferred Stock is $1,000 per share.
Holders of the Preferred Stock Shares are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock are convertible on the basis of a conversion price of $1.00. The Holders shall vote together with the holders of shares of Common Stock as a single class. The Preferred Stock Shares cannot be voted on an “as converted basis” of more than 19.99% of the currently outstanding shares of Common Stock until shareholder approval of such voting rights is obtained.
Holders shall be entitled to receive, and the Company shall pay, dividends on Preferred Stock Shares equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.
Upon any liquidation, dissolution or winding-up of the Company, the holders of Preferred Stock Shares shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Preferred Stock Shares were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock.
In the event that LetsBonk.fun ceases operations on or prior to the six-month anniversary of the original issuance date of the Preferred Stock Shares, then 50% of the Preferred Stock Shares issued shall be subject to automatic rescission and shall be returned to the Company for cancellation without further action by the Investor or the Company.
At all times when the Series C Preferred Stock remains issued and outstanding, (1) the holders of record of the shares of Series C Preferred Stock, exclusively and voting together as a separate class on an as-converted to Common Stock basis, shall be entitled to elect 50% of the directors of the Company (the “Preferred Directors”); and (2) the holders of record of the shares of Common Stock and of any other class or series of voting stock, exclusively and voting together as a single class on an as-converted to Common Stock basis, shall be entitled to elect the balance of the total number of directors of the Company (the “At-Large Directors”). If the holders of shares of the Series C Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, then any directorship not so filled shall remain vacant until such time as the holders of the Series C Preferred Stock fill such directorship.
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Registration Rights
Pursuant to the Bigger Settlement Agreement, the Company shall promptly file a registration statement for shares of the Company’s Common Stock equal to 150% of the shares initially issuable upon exercise of the Bigger Notes (the “Registrable Bigger Securities”), which filing shall be no later than ten (10) business days after the execution of the Settlement Agreement. The Company shall diligently take all steps necessary for the registration statement to become effective as soon as practicable and shall thereafter maintain the registration statement until the Registrable Bigger Securities are sold. Upon receiving notification from the SEC that either the registration statement relating to the Registrable Bigger Securities have received a “no review” from the SEC or that the SEC has no additional comments to the registration statement, the Company will take all action necessary to ensure that the registration statement has been declared effective within two business days of either such notification.
Intellectual Property
As of the date hereof, the Company owns five patents, including the patent (US 9,186,350 B2) and patent (US 10,028,991 B2) for the composition of the Sure Shot Dietary Supplement used for minimizing the harmful effects associated with alcohol consumption by supporting the metabolism of alcohol. US 9,186,350 B2 (the “350 Patent”), relates to an early version of the Sure Shot Dietary Supplement and is owned by the Company. The 350 Patent is a utility patent that covers the United States jurisdiction and expired on December 25, 2023. US 10,028,991 B2 (the “991 Patent”) is a continuation of the 350 Patent and relates to the Sure Shot Dietary Supplement and is owned by the Company. The 991 Patent is a utility patent that covers the United States jurisdiction and expires on November 5, 2035. In and around September of 2024, the Company received a Notice of Allowance for a new patent U.S. Patent Application No. 18/395,565 that relates to current version of the Sure Shot Dietary Supplement. On December 3, 2024, U.S. Patent No. 12,156,878 (formerly U.S. Patent Application No. 18/395,656) was granted. This patent is a utility patent and covers the United States jurisdiction. The Company owns three additional patents that relate to legacy products that the Company neither currently sells nor has any plans to sell in the future.
Government Regulation
The Sure Shot Dietary Supplement
The production, distribution and sale in the United States of the Sure Shot Dietary Supplement is subject to various U.S. federal, state and local regulations, including but not limited to: the Federal Food, Drug and Cosmetic Act (“FD&C Act”); the Occupational Safety and Health Act and various state laws and regulations governing workplace health and safety; various environmental statutes; the Safe Drinking Water and Toxic Enforcement Act of 1986 (“California Proposition 65”); data privacy and personal data protection laws and regulations, including the California Consumer Privacy Act of 2018 (as modified by the California Privacy Rights Act) and a number of other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, marketing, labeling, packaging, and ingredients of the Sure Shot Dietary Supplement.
We also may in the future be affected by other existing, proposed and potential future regulations or regulatory actions, including those described below, any of which could adversely affect our business, financial condition and results of operations.
Furthermore, legislation and regulation may be introduced in the United States at the federal, state, municipal and supranational level in respect of each of the subject areas discussed below. Public health officials and health advocates are increasingly focused on the public health consequences associated with obesity and alcohol consumption, especially as they may affect children, and are seeking legislative change to reduce the consumption of sweetened and alcohol beverages.
We are subject to a number of regulations applicable to the formulation, labeling, packaging, and advertising (including promotional campaigns) of our products. In California, we are subject to California Proposition 65, a law which requires that a specified warning be provided before exposing California consumers to any product that contains in excess of threshold amounts of a substance listed by California as having been found to cause cancer or reproductive toxicity. California Proposition 65 does not require a warning if the manufacturer of a product can demonstrate that the use of the product in question exposes consumers to an average daily quantity of a listed substance that is below that threshold amount, which is determined either by scientific criteria set forth in applicable regulations or via a “safe harbor” threshold that may be established by the state, or the substance is naturally occurring, or is subject to another applicable exception. As of the date of this registration statement, we are not required to put a warning label on our product and our products are perfluoroalkyl and polyfluoroalkyl substances (“PFAS”) free. We are unable to predict whether a component found in our product might be added to the California list in the future. Furthermore, we are also unable to predict when or whether the increasing sensitivity of detection methodology may become applicable under this law and related regulations as they currently exist, or as they may be amended. If we are required to add warning labels to any of our products or place warnings in certain locations where our products are sold, it will be difficult to predict whether, or to what extent, such a warning would have an adverse impact on sales of our products in those locations or elsewhere. In addition, there has been increasing regulatory activity globally regarding constituents in packaging materials, including PFAS. Regardless of whether perceived health consequences of these constituents are justified, such regulatory activity could result in additional government regulations that impact the packaging of our beverages.
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In addition, the U.S. Food and Drug Administration (the “FDA”) has regulations with respect to serving size information and nutrition labeling on food and beverage products, including a requirement to disclose the amount of added sugars in such products. Further, the U.S. Department of Agriculture promulgated regulations requiring that, by January 1, 2022, the labels of certain bioengineered foods include a disclosure that the food is bioengineered. These regulations may impact, reduce and/or otherwise affect the purchase and consumption of our products by consumers.
All ingredients in the Sure Shot Dietary Supplement are deemed Generally Recognized as Safe (GRAS) and align with FDA standards, permitting their inclusion in supplements. In the event that the FDA or any governmental agency identifies an ingredient or aspect of our product as unsafe, we commit to promptly withdrawing that component in accordance with regulatory directives. From a product and sales perspective, there are no impediments or concerns raised by any governmental agency. It is essential to note that the Sure Shot Dietary Supplement is classified as a dietary supplement, exempt from the approval or filing requirements mandated for pharmaceutical drugs by the FDA or other regulatory authorities.
Results of Operations
For the three months ended June 30, 2025 and 2024
For the Three Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Sales | $ | 44,948 | $ | 710,240 | ||||
| Cost of Sales | 21,070 | 504,528 | ||||||
| Gross Profit | 23,878 | 205,712 | ||||||
| Total operating expenses | (4,363,514 | ) | (8,618,618 | ) | ||||
| Other income (expense) | 17,714,583 | 138,812 | ||||||
| Net income (loss) | $ | 13,374,947 | $ | (8,274,094 | ) | |||
Revenues and Cost of Sales
We generated $44,948 in revenues for the three months ended June 30, 2025 compared to $710,240 in revenues for the three months ended June 30, 2024. We have been redirecting our focus on closing the acquisition of Yerbaé along with a new marketing strategy, which will be implemented in the third quarter of 2025. We expect revenues to increase as a result of this. Cost of sales for the three months ended June 30, 2025 was $21,070 compared to $504,528 for the three months ended June 30, 2024. The decrease is due to decreased revenues in 2025.
Operating Expenses and Other Income (Expense)
We had total operating expenses of $4,363,514 for the three months ended June 30, 2025 compared to $8,618,618 for the three months ended June 30, 2024.
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Operating expenses for the three months ended June 30, 2025 were in connection with our daily operations as follows: (i) marketing expenses of $863,620; (ii) research and development of $6,517; (iii) legal and professional expenses of $1,413,402, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $45,200; (v) depreciation and amortization of $110,793; (vi) general and administrative expenses of $982,243, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office and administration expenses; and (vii) stock based compensation of $911,731.
Operating expenses for the three months ended June 30, 2024 were in connection with our daily operations as follows: (i) marketing expenses of $2,593,322; (ii) research and development of $119,911; (iii) legal and professional expenses of $1,879,774, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $135,410; (v) depreciation and amortization of $104,501; (vi) general and administrative expenses of $830,565, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office and administration expenses; and (vii) stock based compensation of $2,955,135.
Other income for the three months ended June 30, 2025 included: (i) interest expense of $18,740; (ii) interest expense of $119,678; (iii) other expense of $25,080; (iv) loss on settlement of $362,430 and (v) unrealized gain on equity investment of $18,190,351.
Other income for the three months ended June 30, 2024 included: (i) interest income of $27,183; (ii) interest expense of $122,873; (iii) recognized gain on sale of stock of $432,548 and (iv) net loss on sale of marketable securities of $198,046.
For the six months ended June 30, 2025 and 2024
For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Sales | $ | 87,049 | $ | 880,972 | ||||
| Cost of Sales | 42,182 | 2,887,813 | ||||||
| Gross Profit (Loss) | 44,867 | (2,006,841 | ) | |||||
| Total operating expenses | (9,774,838 | ) | (21,575,170 | ) | ||||
| Other income (expense) | 17,777,985 | (366,754 | ) | |||||
| Net income (loss) | $ | 8,048,014 | $ | (23,948,765 | ) | |||
Revenues and Cost of Sales
We generated $87,049 in revenues for the six months ended June 30, 2025 compared to $880,972 in revenues for the six months ended June 30, 2024. We have been redirecting our focus on closing the acquisition of Yerbaé along with a new marketing strategy, which will be implemented in the third quarter of 2025. We expect revenues to increase as a result of this. Cost of sales for the six months ended June 30, 2025 was $42,182 compared to $2,887,813 for the three months ended June 30, 2024. The decrease is due to decreased revenues in 2025 and a one-time inventory write-off of $1,649,473 in 2024 related to product rebranding.
Operating Expenses and Other Expense
We had total operating expenses of $9,774,838 for the six months ended June 30, 2025 compared to $21,575,170 for the six months ended June 30, 2024.
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Operating expenses for the six months ended June 30, 2025 were in connection with our daily operations as follows: (i) marketing expenses of $1,220,051; (ii) research and development of $15,522; (iii) legal and professional expenses of $3,563,638, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $111,769; (v) depreciation and amortization of $221,585; (vi) general and administrative expenses of $1,715,498, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office and administration expenses; and (vii) stock based compensation of $2,897,107.
Operating expenses for the six months ended June 30, 2024 were in connection with our daily operations as follows: (i) marketing expenses of $4,044,095; (ii) research and development of $261,404; (iii) legal and professional expenses of $4,252,724, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $220,241; (v) depreciation and amortization of $209,002; (vi) general and administrative expenses of $1,542,035, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office and administration expenses; and (vii) stock based compensation of $11,045,669.
Other income for the six months ended June 30, 2025 included: (i) interest expense of $7,364; (ii) interest expense of $233,128; (iii) gain on sale of stock of $180,556; (iv) loss on settlement of $362,430 and (v) unrealized gain on equity investment of $18,190,351.
Other income for the six months ended June 30, 2024 included: (i) interest income of $31,215; (ii) interest expense of $184,704; (iii) recognized gain on sale of stock of $432,548; (iv) net loss on sale of marketable securities of $46,658; and (v) net loss of equity investment in SRM Entertainment Inc. of $599,155.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officers have concluded that the Company’s disclosure controls and procedures are ineffective in reaching that level of assurance.
At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company, based on the assessment and control of disclosure decisions currently performed by a small team. The Company plans to expand its management team and build a fulsome internal control framework required by a more complex entity.
Changes in Internal Control Over Financial Reporting
During the past six months and previous fiscal year, we implemented significant measures to remediate the previously disclosed ineffectiveness of our internal control over financial reporting, which included an insufficient degree of segregation of duties amongst our accounting and financial reporting personnel, and the lack of a formalized and complete set of policy and procedure documentation evidencing our system of internal controls over financial reporting. The remediation measures consisted of the hiring of individuals with appropriate experience in internal controls over financial reporting, and the modification of our accounting processes and enhancement to our financial controls, including the testing of such controls.
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On June 27, 2025, we completed the acquisition of Yerbae Brands Corp. (“Yerbae”), a transaction that significantly expanded our operations and business structure. As permitted by SEC guidance, management has excluded Yerbae from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2025.
Management is in the process of integrating Yerbae into our overall internal control framework. As such, our internal controls over financial reporting will be evaluated to incorporate Yerbae in future periods.
Other than as described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Management has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.
On September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd. filed a lawsuit against the Company in the federal district court for the Southern District of New York case captioned Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc., No.1:23-cv-07874-KPF (the “Litigation”). Sabby’s initial complaint in the Litigation alleges that the Company’s delayed spin-off and distribution of the common stock of “SRM” Entertainment. Inc. give rise to claims of breach-of-contact, promissory estoppel, and negligent misrepresentation. The Litigation was dismissed with prejudice by the federal district court for the Southern District of New York on September 23, 2024. On October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States Court of Appeals for the Second Circuit. In and around March of 2025, Sabby was successful in its appeal to the Second Circuit and the lower court’s ruling was overturned as to Sabby’s breach of contract claim – Sabby’s remaining claims were dismissed. On or about July 1, 2025, the Second Circuit denied the Company’s petition for reconsideration. The Company intends to vigorously defend itself against Sabby’s claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity.
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On February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd. sued the Company in the federal district court for the Southern District of New York, case captioned, Sabby Volatility Warrant Master Fund Ltd. v. Safety Shot, Inc., No. 1:24-cv-920-NRB (the “Litigation”). Sabby’s initial complaint alleges that the Company has improperly refused to honor Sabby’s exercise of a Warrant to acquire 2,105,263 shares of common stock. On March 8, 2024, Sabby filed an amended complaint. The Company has answered the amended complaint is due on March 29, 2024. Sabby seeks “liquidated and compensatory damages in an amount to be proven at trial,” including compensatory damages “estimated to be at least $750,000,” liquidated damages “estimated to be at least $600,000,” specific performance, attorneys’ fees, expenses and costs. The Company does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity. The Company has made an offer of $1.5 million to settle this matter.
On January 16, 2024, 3i LP (“3i”), filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York, case captioned, 3i LP v. Safety Shot, Inc. No. 650196/24 (the “Litigation”). The case stems from the Company’s alleged denial of 3i’s attempt to exercise certain warrants and states causes of action for actual damages and liquidated damages in an amount of approximately $380,000. The Company filed its answer to the complaint on or about March 7, 2024. In April of 2025 the Company settled this Litigation by agreeing to provide 3i with unregistered shares of the Company’s common stock with a market value of $400,000 (the “Settlement Shares”) measured by the lower of the closing price on the NASDAQ Exchange on the day before the date of filing of a Form S-1 and the average VWAP closing price for the five days preceding the date of the filing.
On January 10, 2024, Bigger Capital fund, L.P. (“Bigger”), filed a lawsuit against the Company in the Supreme Court for the State of New York, Case No. 650148/2024 (the “Litigation”). The Litigation stemmed from the Company’s warrant to purchase 1,656,050 shares of Company common stock issued to Bigger Capital on July 20, 2021, and asserted causes of action for Breach of Contract, Specific Performance and Declaratory Relief. The Litigation sought compensatory damages of $3 million, liquidated damages in an estimated amount of $4 million, specific performance, attorney’s fees and declaratory relief. On or about March 4, 2024, the Company filed its answer to Bigger’s complaint.
On January 20, 2025, the Company settled the Litigation and entered into the Bigger Settlement Agreement. 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. Pursuant to the Bigger Settlement Agreement, the Company 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 Bigger Note”); (iii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the “Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”); and (iv) 5,332,889 shares of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an exercise price of $0.4348 per share (the “Bigger Warrants”). A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement. The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6.
The Company has reached a preliminary settlement with Brian John, the former CEO of Jupiter Wellness, whereby Mr. John had an alleged claim for certain shares of SRM (TRON) stock. The Company has agreed to give Mr. John 75.000 shares of its TRON stock. In turn, Mr. John has agreed to register 750,000 shares of the Company’s Caring Brand shares. The parties remain in a dispute as whether the 75,000 shares of the Company’s TRON stock can be registered and are freely trading. The parties have not reached a final settlement.
On or about July 29, 2025, the Company settled a dispute with Iroquois Master Fund, Ltd. and Iroquois Capital Investment Group (collectively “Iroquois”) whereby the Company agreed to pay Iroquois $2.5 million in exchange for a full release of all claims by Iroquois. (the “Dispute”). The Dispute stemmed from Iroquois alleged ownership and attempt to do a cashless exercise of certain Company stock warrants.
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The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.
Item 1A. Risk Factors
In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our risk factors from those included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
In a Current Report on Form 8-K filed with the Commission on June 27, 2025, the Company disclosed the appointment of Todd Gibson to the Board of Directors. Mr. Gibson ultimately did not accept such appointment and there is currently no arrangement for Mr. Gibson to serve as a director of the Company.
Item 6. Exhibits
* The certifications attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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SIGNATURES
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 thereunto duly authorized.
| Safety Shot, INC. | |
| Dated: August 14, 2025 | /s/ Jarrett Boon |
| Jarrett Boon | |
| Chief Executive Officer | |
| (Principal Executive Officer Officer) |
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