Registration No. 333-______
As
filed with the Securities and Exchange Commission on September 24, 2024
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SAFETY
SHOT, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
2844 |
|
83-2455880 |
| (State
or jurisdiction of |
|
(Primary
Standard Industrial |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Classification
Code Number) |
|
Identification
No.) |
1061
E. Indiantown Rd., Ste. 110
Jupiter,
FL 33477
(561)
244-7100
(Address,
including zip code, and telephone number, including area code of registrant’s principal executive offices)
Jarrett
Boon
Chief
Executive Officer
Safety
Shot, Inc.
1061
E. Indiantown Rd., Ste. 110
Jupiter,
FL 33477
(561)
244-7100
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
| Arthur
S. Marcus, Esq. |
| Sichenzia
Ross Ference Carmel LLP |
| 1185
Avenue of the Americas, 31 FL |
| New
York, NY 10036 |
| Telephone:
(212) 930-9700 |
| Facsimile:
(212) 930-9725 |
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-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.
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject
to Completion, dated September 24, 2024
PROSPECTUS
SAFETY
SHOT, INC.
1,898,029
Shares of Common Stock
This
prospectus relates to the resale or other disposition from time to time in one or more offerings of up to 1,898,029 shares of our common
stock, par value $0.001, by the selling stockholder named herein. The shares that may be offered and sold from time to time pursuant
to this prospectus include (i) up to 1,098,029 previously issued shares of common stock; and (ii) up to 800,000 shares of common stock
issuable upon the exercise of common stock purchase warrants (the “Warrants”).
The
terms of the Warrants are described in greater detail under “Description of Capital Stock”, beginning on page 10.
We
will not receive any proceeds from the sale of shares of common stock by the selling stockholder pursuant to this prospectus. However,
we will receive proceeds from the exercise of the Warrants.
The
selling stockholder identified in this prospectus, or its permitted transferees or other successors-in-interest, may offer the shares
of our common stock from time to time through public or private transactions at prevailing market prices, at prices related to prevailing
market prices, or at privately negotiated prices. We provide additional information about how the selling stockholder may sell its shares
of common stock in the section entitled “Plan of Distribution” in this prospectus.
Our
common stock is listed on the NASDAQ Capital Market under the symbol “SHOT.” On September 23, 2024, the last reported sale
price of our common stock was $1.21 per share.
Investing
in our securities involves a high degree of risk. Before making any investment decision, you should carefully review and consider all
the information in this prospectus and the documents incorporated by reference herein, including the risks and uncertainties described
under “Risk Factors” beginning on page 8.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus is _______________, 2024.
SAFETY
SHOT, INC.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is a part of a registration statement that we have filed with the U.S. Securities and Exchange Commission (the “SEC”
or the “Commission”) pursuant to which the selling stockholder named herein may, from time to time, offer and sell or otherwise
dispose of the shares of our common stock covered by this prospectus.
This
prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being
offered and other information you should know before investing in our common stock. Before purchasing any common stock, you should carefully
read both this prospectus and any applicable prospectus supplement, together with the additional information described under the heading
“Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
Neither
we, nor the selling stockholder, have authorized anyone to provide you with any information or to make any representations other than
those contained in this prospectus or in any applicable prospectus supplement prepared by or on behalf of us or to which we have referred
you. We and the selling stockholder take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. The selling stockholder will not make an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in this prospectus and in any applicable prospectus supplement
to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing
prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate
only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results
of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement
or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based
on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do
not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition,
the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement
or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change
based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable
prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated
by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.
All
references in this prospectus to the “Company”, “we”, “us”, or “our”, are to Safety Shot,
Inc., a Delaware corporation, and its consolidated subsidiaries unless the context dictates otherwise.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of the registration statement on Form S-3 filed with the SEC under the Securities Act of 1933, as amended, or the
Securities Act, and does not contain all the information set forth in the registration statement. Whenever a reference is made in this
prospectus to any of our contracts, agreements, or other documents, the reference may not be complete and you should refer to the exhibits
that are a part of the registration statement or the exhibits to the reports or other documents incorporated herein by reference for
a copy of such contract, agreement, or other document.
We
are currently subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and in accordance
therewith files periodic reports, proxy statements, and other information with the SEC. Our SEC filings are available to you on the SEC’s
website at www.sec.gov.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus includes statements and information that may constitute forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Statements that are “forward-looking statements” include any projections
of earnings, revenue or other financial items, any statements of the plans, strategies or objectives of management for future operations,
any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance,
any statements of management’s beliefs, goals, strategies, intentions and objectives, any statements concerning potential acquisitions,
and any statements of assumptions underlying any of the foregoing. Words such as “may,” “will,” “should,”
“could,” “would,” “predicts,” “potential,” “continue,” “expects,”
“anticipates,” “future,” “outlook,” “strategy,” “positioned,” “intends,”
“plans,” “believes,” “projects,” “estimates” and similar expressions, as well as statements
in the future tense, identify forward-looking statements.
These
statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause
our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements
described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking
statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their
likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which our business
strategy is based or the success of our business. In addition, even if results are consistent with the forward-looking statements contained
in this prospectus, those results may not be indicative of results or developments in subsequent periods. Furthermore, industry forecasts
are likely to be inaccurate, especially over long periods of time and in industries particularly sensitive to market conditions, such
as the seafood industry.
Forward-
looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications
of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available
at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to
risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the
forward-looking statements.
Should
one or more of the risks or uncertainties described above or elsewhere in this prospectus occur, or should underlying assumptions prove
incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Readers are cautioned
not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law,
we disclaim all responsibility to publicly update any information contained in a forward-looking statement or any forward-looking statement.
All
forward-looking statements attributable to us or to persons acting on our behalf, including any such forward-looking statements made
subsequent to the publication of this prospectus, are expressly qualified in their entirety by this cautionary statement.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere or incorporated by reference into this prospectus. Because it is a summary, it does
not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus
carefully, including the section entitled “Risk Factors,” any applicable prospectus supplement and the documents that we
incorporate by reference into this prospectus and any applicable prospectus supplement, before making an investment decision.
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 Safety Shot Dietary Supplement 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 “Safety 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 Safety Shot Dietary Supplement in December 2023.
The
Safety Shot Dietary Supplement has been formulated to reduce the accumulation of blood alcohol. Noteworthy is the fact that the
Safety 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 the 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 Safety 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.
Specializing
in Consumer Packaged Goods, our focus centers on the commercialization of a 12-ounce product positioned as a dietary supplement.
Beyond our existing product, we are actively pursuing a future product line, including a convenient powdered stick pack version and
a 4-ounce version of the Safety Shot Dietary Supplement.
The
Company has discontinued the historical product lines of Jupiter Wellness which included a diverse range of products, such as hair loss
treatments, vitiligo solutions, and sexual wellness products, that catered to different health and wellness needs and our commitment
to supporting health and wellness by developing innovative solutions to a range of conditions. In connection therewith, on September
24, 2024 the Company entered into a Separation and Exchange Agreement with its subsidiary Caring Brands, Inc. whereby Caring
Brands will seek to commercialize this product line. Caring Brands will be responsible for all costs associated with the operation of
that line of business. The Company will focus its efforts on the commercialization of the Safety Shot Dietary Supplement. The Company
will retain ownership of 3,000,000 shares of Caring Brands, Inc.
The
Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“SRM”)
to govern the separation of SRM and the Company. On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended
and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM and the
Company. The separation as set forth in the Amended and Restated Exchange Agreement with the Company closed August 14, 2023. Pursuant
to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing
79.3% of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing
all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”). On August 14, 2023, SRM consummated its
Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share.
In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the
Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective
date of the Registration Statement but prior to the closing of the IPO. Following such distribution, the Company owns 4.0 million of
the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company.
To
achieve our mission, we rely on our team of highly skilled and experienced professionals who are committed to advancing our vision of
health and wellness. Our team includes individuals with scientific backgrounds, an experienced researcher, product developers ,
and business experts who collaborate to create new products and enhance existing ones. We also seek to partner with industry leaders
and organizations to gain access to the latest technologies and expand our reach.
The
Safety Shot Dietary Supplement is currently sold
through e-commerce and in stores such as BevMo!. In addition, we are seeking to collaborate with other companies
to license our intellectual property, to create additional revenue streams and expand our global presence. At present, we do not experience
concentration risk or dependence on major customers.
We
maintain a diverse network of raw material suppliers integral to our production processes. Acquisition strategies encompass both direct
procurement and collaborative efforts with our co-packers. The selection of suppliers is contingent upon various factors, including ingredient
specificity, availability, and other essential considerations. Notably, these suppliers coincide with those currently providing materials
to other facilities engaged in the manufacturing of drinks, powders, tablets, and capsules. Our roster of suppliers comprises reputable
entities such as Jiaherb, Compound Solutions, Kyowa-Hakko, Mitsubishi Ingredients, Nura, Sensapure Flavors, Brenntag, E3 Ingredients,
Ingredients Online, among others. This strategic alliance with established industry players underscores our commitment to sourcing high-quality
raw materials essential for the production of our innovative product line. Furthermore, our approach to supplier relationships reflects
a dedication to maintaining a seamless and reliable supply chain. We believe that this not only ensures the consistency of our current
offerings but also positions us favorably for future developments. The Management believes that as we continue to expand our product
portfolio, we believe that these partnerships with trusted suppliers play a pivotal role in upholding the standards that we expect of
our brand.
Products
Roadmap
The
Safety Shot Dietary Supplement was launched on our own website and through Amazon in December 2023 and with several stores in 2024.
The Company is advancing several product formats and formulations to continue to offer a wide array of products that can be purchased
at various locations that coincide with consumer shopping habits. In particular, the Company plans to continue to develop new flavors
for each of its current SKUs (12oz., 4 oz. and “Stick Pack”). In addition, the current formula will be offered at various
dosages and research studies will be carried out addressing dose, ingredient selection and efficacy across multiple indications to help
bolster product development and product offerings.
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 research and experimentation involving a substantial number of volunteers under the influence of alcohol.
Our findings indicate that the Safety Shot Dietary Supplement can reduce a person’s Blood Alcohol Content, as measured
by the premier Breathalyzer in the market. We have recently completed our clinical trials of the Safety Shot Dietary Supplement which
have shown a statistically significant reduction in the BAC of the participants. The observable enhancements in cognitive abilities among
the test subjects have been carefully documented.
The
Company incurred research and development expenses of $100,591 and $1,637,117 for the years ended December 31, 2023 and 2022, respectively.
Sales
and Marketing
We
primarily sell our products through e-commerce websites including Amazon and through retail stores such as BevMo!. To drive loyalty,
word-of-mouth marketing, and sustainable growth, we invest in customer experience and customer relationship management. Our marketing
investments are directed towards driving profitable growth through advertising, public relations, and brand promotion activities, including
digital platforms, sponsorships, collaborations, brand activations, and channel marketing. Additionally, we continue to invest in our
marketing and brand development efforts by investing capital expenditures on product displays to support our channel marketing via our
retail partners. We launched the Safety Shot Dietary Supplement in stores such as BevMo! in the second quarter of 2024.
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, including beverages.
Recent
Developments
On
January 19, 2023, the Company entered into a Securities Purchase Agreement (the “PIPE Agreement”) with certain purchasers,
for the issuance of 8,631,574 common stock warrants (the “PIPE Offering”) at a price of $0.125 per warrant, comprised of
two common stock warrants (the “Common Warrants,”), each to purchase up to one share of Common Stock per Common Warrant with
an exercise price of $1.00 per share, with (a) 4,315,787 Common Warrants being immediately exercisable for three years following 6 months
from the closing of the PIPE Offering, and (b) 4,315,787 Common Warrants being immediately exercisable for five years following 6 months
from the closing of the PIPE Offering. Concurrently to the PIPE Agreement, the Company entered into a Securities Purchase Agreement (the
“RD Agreement”) with certain purchasers, pursuant to which on January 23, 2023, 4,315,787 shares of common stock, par value
$0.001 (the “Common Stock”), at a price of $0.70 per share were issued to the purchasers (the “RD Offering”).
The Common Stock was issued pursuant to a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission
(the “Commission”) on September 28, 2022 (File No. 333-267644) and declared effective on November 9, 2022. The aggregate
gross proceeds to the Company from both the PIPE Offering and the RD Offering were approximately $4.1 million, with the purchase price
of one share, one 3-year warrant and one 5-year warrant as $0.95. The net proceeds were $3,450,675.
On
March 31, 2023, the Company entered into a Financial
Advisory Agreement (“FSA”) with Greentree Financial Group, Inc. to render certain professional services to the Company. In
connection with the FSA, the Company issued 500,000 restricted shares of its common stock to Greentree.
On
July 10, 2023, the Company entered into an asset purchase agreement (the “Agreement”) with GBB Labs, Inc., a Delaware corporation
set up as an acquisition company (“Buyer”), GBB Drink Lab Inc., a Florida corporation (“Seller”), 2V Consulting
LLC, a Florida limited liability company, the Jarrett A Boon Revocable Trust Dated October 22, 2014, Gregory D. Blackman, an individual
and Brothers Investment 7777, LLC. Pursuant to the Agreement, the Buyer purchased certain assets relating to the Safety Shot Dietary
Supplement for a consideration comprising of: (a) the sum of Two Hundred Thousand U.S. Dollars (US $200,000) (the “Cash Purchase
Price”); and (b) 5,000,000 Common Shares (the “Consideration Shares” and together with the Cash Purchase Price, collectively,
the “Purchase Price”). The asset purchase was closed on August 31, 2023.
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 Safety Shot Dietary Supplement used for minimizing the harmful effects associated with alcohol consumption by supporting
the metabolism of alcohol.
Government
Regulation
The
Safety Shot Dietary Supplement:
The
production, distribution and sale in the United States of the Safety 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 Safety 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.
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 and
regulations about whether a product qualifies as a drug. 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 Safety 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 Safety
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.
Employees
As
of this prospectus, we had eight full-time employees. We believe our relations with our employees to be good.
Properties
Currently,
we do not own any real property. We rent office space at 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477 for $15,038 per month. The
Company entered into the office lease effective July 1, 2021, which has a primary term of the lease of five years with one renewal option
for an additional three years. As part of the Separation Agreement, Caring Brands, Inc. has agreed to assume to lease obligations upon
it reaching certain milestones.
THE
OFFERING
| Common
stock outstanding |
|
60,396,074
shares. (1) |
| |
|
|
| Common
stock being offered |
|
1,098,029
shares of common stock that has already been issued and 800,000 shares issuable upon the exercise of outstanding Warrants. |
| |
|
|
| Use
of proceeds |
|
The
gross proceeds if all the warrant holders, as of the date of this prospectus, exercise their Warrants will be approximately $744,000;
however, we are unable to predict the timing or amount of potential warrant exercises. All of such proceeds will be used for research
and development studies and the patent and legal costs associated thereto, and for general working capital purposes. It is possible
that some of the Warrants may expire and never be exercised. |
| |
|
|
| Nasdaq
symbols |
|
Our
common stock are listed on the Nasdaq Capital Market under the symbols “SHOT.” |
| |
|
|
| Risk
factors |
|
You
should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the
“Risk Factors” section in the Form 10-K and Form S-1 incorporated herein by reference before deciding whether or not
to invest in common stock. |
| (1) |
As
of September 24, 2024, this number excludes the approximately 22,192,666 shares of common stock issuable upon exercise
of outstanding warrants and options. |
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider any risk factors
set forth in the applicable prospectus supplement and the documents incorporated by reference in this prospectus, including the factors
discussed under the heading “Risk Factors” in our (i) most recent Form 10-K for the year ended December 31, 2023, as filed
with the SEC on April 01, 2024 ; (ii) most recent quarterly report on Form 10-Q for the six months ended June 30, 2024, as filed
with the SEC on August 14, 2024 and (ii) the Registration Statement on Form POS-AM, filed with SEC on February 09, 2024, as updated by
our subsequent annual, quarterly and other reports and documents that are incorporated by reference into this prospectus. See “Where
You Can Find More Information” and “Information We Incorporate By Reference.” Each of the risks described in these
documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result
in a partial or complete loss of your investment. Additional risks and uncertainties not presently known to us, or that we currently
deem immaterial, may also adversely affect our business. In addition, past financial performance may not be a reliable indicator of future
performance and historical trends should not be used to anticipate results or trends in future periods.
USE
OF PROCEEDS
All
shares of our common stock offered by this prospectus are being registered for the account of the selling stockholder and we will not
receive any proceeds from the sale of shares of our common stock by the selling stockholder. However, we will receive proceeds from the
exercise of the Warrants and Options. Unless otherwise specified in the applicable prospectus supplement, we intend
to use these proceeds, if any, for general working capital purposes.
SELLING
STOCKHOLDER
This
prospectus relates to the possible resale by the selling stockholder from time to time of up to an aggregate of 1,898,029 shares of our
common stock. When we refer to the “selling stockholder” in this prospectus, we mean the stockholder listed in the table
below and the donees, pledgees, transferees, assignees or other successors-in-interest and others who later come to hold any of the selling
stockholder’s interest in shares of our common stock covered by this prospectus.
The
following table sets forth, as of the date of this prospectus, the name of the selling stockholder and the aggregate amount of shares
of common stock that the selling stockholder may offer pursuant to this prospectus. Information with respect to beneficial ownership
is based on information obtained from such selling stockholder and publicly available information. Information with respect to shares
beneficially owned after the offering assumes the sale of all of the shares offered and no other purchases or sales of common stock.
| Name of Selling Stockholder | |
Number of shares of Common Stock Owned
Prior to Offering (1) | | |
Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus | | |
Number of shares of Common Stock Owned After Offering | |
| Wall and Broad Capital, LLC (2) | |
| 300,000 | | |
| 300,000 | | |
| 0 | |
| Greentree Financial Group, Inc.(3) | |
| 1,889,167 | | |
| 862,500 | (4) | |
| 1,026,167 | |
| L&H, Inc.(5) | |
| 416,135 | | |
| 287,500 | (6) | |
| 128,635 | |
| Todd Gibson | |
| 448,029 | (7) | |
| 448,029 | | |
| 0 | |
| (1) |
Includes
shares of common stock issuable upon the exercise of the outstanding warrants, as applicable. |
| (2) |
Robert
Kurlandr, is the principal of Wall and Broad Capital, LLC (“W&B”), has voting control and investment discretion over
the securities reported herein that are held by W&B. |
| (3) |
Robert
C Cottone, vice president of Greentree Financial Group, Inc. (“Greentree”), has voting control and investment discretion
over the securities reported herein that are held by Greentree. |
| (4) |
Includes
600,000 shares of common stock issuable upon the exercise of the Warrants. |
| (5) |
Linwen
Huang, president of L&H, Inc. (“L&H”), has voting control and investment discretion over the securities reported
herein that are held by L&H. |
| (6) |
Includes
200,000 shares of common stock issuable upon the exercise of the Warrants. |
| (7) |
The shares were issued pursuant to a securities
purchase agreement dated September 20, 2024 (the “September SPA”) entered into by and between the Company and Todd
Gibson for gross proceed of $500,000 at a $1.12 per share price, which was the closing price of the common stock on September 20,
2024 with a 10% discount. |
DESCRIPTION
OF CAPITAL STOCK
The
following description of the Company’s capital stock is a summary and does not purport to be complete. It is subject to and qualified
in its entirety by reference to the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws,
copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.
Authorized
Capital
Our
authorized capital stock consists of 250,000,000 shares of common stock, par value $0.001 per share, and 100,000 shares of preferred
stock, par value $0.001 per share.
Common
Stock
Common
stock outstanding
As
of September 24, 2024, there were 60,396,074 shares of our common stock outstanding.
Voting
rights
Subject
to the rights granted to holders of any preferred stock issued by us, each share of common stock entitles the holder to one vote, either
in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively.
Dividend
rights
Subject
to the rights granted to holders of any preferred stock issued by us, holders of common stock are entitled to receive ratably such dividends,
if any, as may be declared by the Board out of funds legally available.
Rights
upon liquidation
Subject
to the rights granted to holders of any preferred stock issued by us, upon our liquidation, dissolution or winding up, the holders of
our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment
of all of our debts and other liabilities.
Other
rights
Holders
of our common stock do not have any pre-emptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions.
Preferred
Stock
Under
the terms of our second amended and restated certificate of incorporation, our Board is authorized to issue shares of preferred stock
in one or more series without stockholder approval. Our Board has the discretion to determine the rights, preferences, privileges and
restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each
series of preferred stock.
The
purpose of authorizing our Board to issue preferred stock and determination its rights and preferences is to eliminate delays associated
with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible
acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to
acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock.
Warrants
During
2020, the Company issued a total of 1,123,333 warrants, with each warrant to purchase one share of common stock, consisting of 1,073,333
warrants issued in connection with the Company’s initial public offering at an exercise price of $8.50 per share, expiring in October
2025, and 50,000 warrants issued in connection with the Endorsement Agreement with Tee-2-Green at an exercise price of $3.90, expiring
in November 2025.
During
2021, the Company issued 525,001 warrants in relation to loans amounting to $3,150,000 to the Company issued by the investors. As of
the date of this prospectus there are 1,648,334 warrants outstanding. The exercise price of these warrants was later adjusted to $0.93
per share. In addition, the Company issued 11,607,142 warrants to purchase common stock of the under public offering on July 21, 2021.These
are the warrants for which the underlying shares are being re-registered hereunder. The exercise price of these warrants was later adjusted
to $1.40 per share.
During
the year ended December 31, 2022, the Company issued a total of 2,260,000 warrants with an exercise price of between $1.00 and $2.79
and five year terms in connection with two convertible promissory notes of which 1,200,000 were exercised in September 2023. During
2021 in connection with the issuance of three convertible promissory notes, the Company issued 525,000 warrants with an exercise
price of $6.00 and five-year term. The exercise price of all of these warrants was later adjusted to $0.93 per share with the
exception of 25,000 warrants which remain at $6.00 per share.
Options
During
2020, certain Directors and a consultant were granted stock options to purchase a total of 211,330 additional shares of the Company’s
common stock. The options have a three-year term with an exercise price between $0.25 and $4.49. The relative fair value of the 2020
options using the Black-Scholes valuation model totals $251,526.
During
the year ended December 31, 2021, the Company issued a total of 4,383,950 options with an exercise price between $0.25 and $5.59 each
with a three-year term to its Officers and Directors. The relative fair value of the 2021 options using the Black-Scholes valuation model
totals $$5,043,730.
On
December 30, 2022, the Company, in connection with the 2022 Equity Incentive Plan, granted the directors and officers of the Company
options to purchase shares of common stock. The table below shows the options granted to each director and officers, and their respective
terms.
| Name | |
Options | | |
Exercise Price | | |
Term |
| Brian S John | |
| 1,050,000 | | |
$ | 0.836 | | |
Five years from the grant date |
| Dr. Glynn Wilson | |
| 1,050,000 | | |
$ | 0.7600 | | |
Five years from the grant date |
| Doug McKinnon | |
| 500,000 | | |
$ | 0.7600 | | |
Five years from the grant date |
| Christopher Melton | |
| 50,000 | | |
$ | 0.7600 | | |
Five years from the grant date |
| Dr. Skander Fani | |
| 50,000 | | |
$ | 0.7600 | | |
Five years from the grant date |
| Nancy Torres Kauffman | |
| 50,000 | | |
$ | 0.7600 | | |
Five years from the grant date |
| Gary Hermann | |
| 50,000 | | |
$ | 0.7600 | | |
Five years from the grant date |
In
addition to the directors and officers, on December 30, 2022, the Company granted 100,000 options to purchase shares of common stock,
at an exercise price of $0.7600 and a five year term, to Mesers. Markita Russell, Paul Jones and Zachary Greave, each. The company also
granted 50,000 options to purchase shares of common stock, at an exercise price of $0.7600 and a five year term, to Mesers. Michelle
Basantes, George Hall, and Dr. Hector Alia.
During
the year ended December 31, 2022 the Company entered into an Investor Relations Consulting Agreement under the terms of which the Company
issued 300,000 two-year options, immediately vested, with an exercise price of $1.00. The Company recorded an expense of $142,169 in
connection with this issuance.
During
the year ended December 31, 2023, the Company entered into five employment and director agreements under the terms of which the Company
issued 400,000 five-year options, with quarterly vesting, with an exercise price between $0.49 and $1.13 and 50,000 three-year options,
immediately vesting with an exercise price of $0.46. The total fair value of the options was $202,638. The fair value of the options
is being amortized over the vesting period. The Company recognized $39,444 expense for the year ended December 31, 2023.
Subsequent
to December 31, 2023, Mr. Guylas and Mr. Boon each purchased 1,050,000 of the above referenced options each from Mr. John and Dr. Wilson.
During
the six months ended June 30, 2024, the Company entered into nine consulting agreements under the terms of which the Company issued 4,820,000options
with vesting periods from immediate to one year with an exercise price between $ 1.17 and $ 2.37 and terms from five to ten years. The
total fair value of the options totals $10,359,336. The Company recognized $4,433,804 expense for the six months ended June 30, 2024.
Also
during the six months ended June 30, 2024, the Company granted 5,555,000 options to officers, director and employees of the Company.
These options have vesting periods from immediate to three years with an exercise price between $1.06 and $2.01 and terms of five years.
The total fair value of the options totals $6,734,614. The Company recognized $5,834,966 expense for the six months ended June 30, 2024.
On
September 06, 2024, the Company issued entered into a stock option agreement with Wall and Broad Capital, LLC, a Florida limited liability
company (“WBC”), pursuant to which the Company issued WBC 300,000 options to purchase Company’s shares of common stock
(the “Options”).
The
fair value of these options was measured using the Black-Scholes valuation model at the grant date. The table below sets forth
the assumptions for Black-Scholes valuation model on the respective reporting date.
| | |
| |
| |
| |
Market | |
|
|
| |
| | |
Number | |
| |
| |
Price | |
|
|
| |
| Reporting | |
of | |
Term | |
Exercise | |
on
Grant | |
Volatility |
|
Fair | |
| Date | |
Options | |
(Years) | |
Price | |
Date | |
Percentage |
|
Value | |
| | |
| |
| |
| |
| |
|
|
| |
| 1/01/21
– 6/30/21 | |
| 306,730 | |
| 3 | |
$ | 0.25-5.59 | |
$ | 3.78-5.59 | |
| 148
209 |
% |
$ | 1,244,179 | |
| 7/1/21-9/30/21 | |
| 777,220 | |
| 5 | |
$ | 1.77 | |
$ | 1.58 | |
| 127 |
% |
$ | 816,158 | |
| 10/01/21
– 12/31/21 | |
| 3,300,000 | |
| 3 | |
$ | 1.30 | |
$ | 1.30 | |
| 129 |
% |
$ | 2,983,393 | |
| 01/01/22 | |
| 300,000 | |
| 2 | |
$ | 1.00 | |
$ | 0.80 | |
| 126 |
% |
$ | 142,169 | |
| 12/30/2022 | |
| 3,250,000 | |
| 3 | |
$ | 0.76 | |
$ | 0.76 | |
| 166 |
% |
$ | 2,026,122 | |
| 7/10
– 8/18/23 | |
| 450,000 | |
| 3-5 | |
$ | 0.46-1.13 | |
$ | 0.46-1.13 | |
| 158-160 |
% |
$ | 271,547 | |
| 1/17
- 3/27/24 |
|
|
4,745,000 |
|
|
5-10 |
|
$ |
2.19
- 2.37 |
|
$ |
2.19
- 2.37 |
|
|
155–162 |
% |
$ |
10,278,150 |
|
| 1//16
- 3/11/24 |
|
|
5,420,000 |
|
|
2.5 |
|
$ |
1.57
– 1.96 |
|
$ |
1.57
– 1.96 |
|
|
119-121 |
% |
$ |
6,633,848 |
|
| 6/14
– 6/14/24 |
|
|
75,000 |
|
|
5 |
|
$ |
1.17 |
|
$ |
1.17 |
|
|
155 |
% |
$ |
81,186 |
|
| 5/16/
- 6/26/24 |
|
|
135,000 |
|
|
2.5 |
|
$ |
1.06
– 1.44 |
|
$ |
1.06
– 1.44 |
|
|
120 |
% |
$ |
100,765 |
|
During
the year ended December 31, 2022, the Company cancelled a total of 211,000 options to management and reallocated these to cover shares
of the Company’s stock to be issued under the Company’s Incentive Stock Plan.
During
the year ended December 31, 2022, the Company recognized $2,048,270 as compensation expense related to the option grants. At December
31, 2022 and 2021, the Company had 8,134,280 and 4,584,280 options outstanding, respectively.
2021
Private Placement Notes and Warrants
On
May 11, 2021, we entered into a loan agreement (the “May 11 Loan Agreement”), pursuant to which we sold approximately $2,500,000
of notes (the “May 11 Notes”) and 416,667 warrants at an exercise price of $6.00.
On
May 24, 2021, we entered into a loan agreement (the “May 24 Loan Agreement”), pursuant to which we sold approximately $150,000
of notes (the “May 24 Notes”) and 25,000 warrants at an exercise price of $6.00 per share.
On
May 28, 2021, we entered into a loan agreement (the “May 28 Loan Agreement, with the May 11 Loan Agreement and the May 24 Loan
Agreement, collectively as “2021 Loan Agreements”), pursuant to which we sold approximately $500,000 of notes (the “May
28 Notes,” collectively with May 11 Notes and May 24 Notes as the “2021 Notes”) and 83,334 warrants at an exercise
price of $6.00 per share.
The
2021 Notes have a six months term and are convertible into shares of Common Stock of the Company at $6.00 per share. Interest shall accrue
on the notes at 8% annually, payable on a quarterly basis. The 2021 Notes held by a particular holder will not be convertible to the
extent such conversion would result in such holder owning more than 4.99% of the number of Common Stock outstanding after giving effect
to the issuance of Common Stock issuable upon conversion of such note calculated in accordance with Section 13(d) of the Exchange Act.
Upon not less than sixty-one (61) days advance written notice, at any time or from time to time, the holder at its sole discretion, may
waive the 4.99% conversion limit. However, under any circumstance, the holder may not convert the 2021 Note if such conversion would
cause holder’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of the Company
to exceed 9.99% of its total issued and outstanding common or voting shares. Any common shares converted under the 2021 Note need to
be delivered to the holder within three (3) business days of the receipt of conversion notice.
The
warrants are exercisable immediately for a period of five years for cash, at an exercise price of $6.00 per share of Common Stock. The
warrants held by a particular holder will not be exercisable to the extent such conversion would result in such holder owning more than
4.99% of the number of shares of Common Stock outstanding after giving effect to the issuance of Common Stock issuable upon exercise
of such warrants calculated in accordance with Section 13(d) of the Exchange Act. Upon not less than sixty-one (61) days advance written
notice, at any time or from time to time, the warrant holder at its sole discretion, may waive the 4.99% ownership limit. However, under
any circumstance, the warrant holder may not exercise the warrant if such exercise would cause such Warrant holder’s beneficial
ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of the Common Stock of the Company to exceed
9.99% of its total issued and outstanding Common Stock or voting shares.
Pursuant
to the 2021 Loan Agreements, 2021 Notes and warrants we agreed to file the registration statement of which this prospectus forms a part
with the SEC and to cause such registration statement to become effective as promptly as practicable after filing, and are required to
cause such registration statement to remain effective until the Common Stock offered hereby have been sold or may be freely sold without
limitations or restrictions as to volume or manner of sale pursuant to Rule 144 under the Securities Act. The exercise price of the warrants
was reduced to $0.93 per share.
2022
Private Placement Notes and Warrants
On
April 20, 2022, we entered into the Greentree Loan, pursuant to which we sold approximately $1,500,000 of Greentree Notes and 1,100,000
Greentree Warrants at an exercise price of $2.79.
On
April 20, 2022, we entered into the L&H Loan, pursuant to which we sold approximately $500,000 of L&H Notes and 360,000 L&H
Warrants at an exercise price of $2.79.
The
Notes have an original issuance discount of five percent (5%), an interest rate of eight percent (8%), and a conversion price of $2.79
per share, subject to an adjustment downward if the Company is in default of the terms of the Notes. Provided, the Notes may be converted
at a default price of $1.00 per share in the event of default as stated therein. The Warrants have a five (5) year term, an exercise
price of $2.79 per share, have a cashless conversion feature until such time as the shares underlying the Warrants are included in an
effective registration and certain anti-dilution protection. In connection with the 2023 private placement described immediately below
the exercise price of the Warrants and the conversion price of the Notes was reduced to $0.93 per share.
Pursuant
to the Loan Agreements, Notes and warrants we agreed to file the registration statement of which this prospectus forms a part with the
SEC and to cause such registration statement to become effective as promptly as practicable after filing, and are required to cause such
registration statement to remain effective until the Common Stock offered hereby have been sold or may be freely sold without limitations
or restrictions as to volume or manner of sale pursuant to Rule 144 under the Securities Act.
2023
Private Placement of Warrants
On
January 19, 2023, the Company entered into the PIPE Agreement with certain purchasers, for the issuance of 8,631,574 common stock warrants
comprising of two common stock warrants, each to purchase up to one share of Common Stock per Common Warrant with an exercise price of
$1.00 per share, with (a) 4,315,787 warrants being immediately exercisable for two and one-half years following 6 months from the closing
of the PIPE Offering, and (b) 4,315,787 warrants being immediately exercisable for four and one-half years following 6 months from the
closing of the PIPE Offering. As a result of the spin off of SRM, these exercise price of these warrants adjusted to $0.93 per share
and the amount of warrants adjusted to an aggregate of 9,218,521 warrants. We are registering herein, 586,947 warrants issued as a result
of the spin off adjustment.
Pursuant
to the PIPE Agreements, registration rights agreement and the Warrants we agreed to file a registration statement and to cause such registration
statement to become effective as promptly as practicable after filing, and are required to cause such registration statement to remain
effective until the Common Stock offered hereby have been sold or may be freely sold without limitations or restrictions as to volume
or manner of sale pursuant to Rule 144 under the Securities Act. That registration statement became effective on July 3, 2023.
The
entire discussion regarding the securities PIPE Agreements, registration rights agreement and related agreements is qualified in its
entirety to the forms of such agreements which have been filed as exhibits to our Current Report on Form 8-K, filed with the SEC on January
25, 2023 which are incorporated by reference into the registration statement to which this prospectus forms a part.
In
addition to the warrants related to the PIPE Agreements, During the year ended December 31, 2023, the Company entered into four Investor
Relations Consulting Agreements under the terms of which the Company issued a total of 1,000,000 five-year warrants, with an exercise
price between $1.00 and $6.00.
2024
Private Placement of Warrants
On
August 30, 2024, the Company entered into a Securities Purchase Agreement with one accredited investor for the purchase of (i) 3,370,787
shares at a price of $0.89 per share which was the closing price on August 29, 2024; and (ii) 3,370,787 warrants to purchase shares of
common stock (the “2024 Warrants”) at a price of $0.125 per warrant. The 2024 Warrant are exercisable for a period of five
years from the date of issuance and have an exercise price of $1.25 per share.
Anti-Takeover
Effects
Our
second amended and restated certificate of incorporation and amended and restated bylaws will include a number of provisions that may
have the effect of delaying, deferring or preventing a party from acquiring control of us and encouraging persons considering unsolicited
tender offers or other unilateral takeover proposals to negotiate with our Board rather than pursue non-negotiated takeover attempts.
The provisions include the items described below.
Potential
Effects of Authorized but Unissued Stock
We
have shares of common stock available for future issuance without stockholder approval. We may utilize these additional shares for a
variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions or
payment as a dividend on the capital stock.
The
existence of unissued and unreserved common stock and preferred stock may enable our Board to issue shares to persons friendly to current
management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain control
of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition,
our Board has the discretion to determine designations, rights, preferences, privileges and restrictions, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock, all to the fullest extent
permissible under the Delaware General Corporation Law and subject to any limitations set forth in our second amended and restated certificate
of incorporation. The purpose of authorizing the Board to issue preferred stock and to determine the rights and preferences applicable
to such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock,
while providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the
effect of making it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our
outstanding voting stock.
Limitations
of Director Liability and Indemnification of Directors, Officers and Employees
Our
second amended and restated certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware
law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary
duties as directors.
Our
amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by law, and may
indemnify employees and other agents. Our amended and restated bylaws also provide that we are obligated to advance expenses incurred
by a director or officer in advance of the final disposition of any action or proceeding.
We
currently do not have a policy of directors’ and officers’ liability insurance but intend to obtain such a policy in the
near future.
Our
amended and restated bylaws, subject to the provisions of Delaware Law, contain provisions which allow the corporation to indemnify any
person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue
in connection with service to us if it is determined that person acted in good faith and in a manner which he or she reasonably believed
was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 as amended,
or the Securities Act, may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion
of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
The
limitation of liability and indemnification provisions in our amended and restated bylaws may discourage stockholders from bringing a
lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against
directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations
and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant
to these indemnification provisions.
At
present, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required
or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
Requirements
for Advance Notification of Stockholder Nominations and Proposals
Our
amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for
election as directors.
Limits
on Special Meetings
Special
meetings may be called for any purpose and at any time by the Chairman of the Board, the President (if there be one) or by any member
of the Board. Business transacted at each special meeting shall be confined to the purposes stated in the notice of such meeting.
Election
and Removal of Directors
Our
Board is elected annually by our stockholders. The number of directors that shall constitute the whole Board shall not be less than three
(3) nor more than seven (7) directors.
Directors
are elected by a plurality of the votes of shares of our capital stock present in person or represented by proxy at a meeting and entitled
to vote in the election of directors. Each director shall hold office until a successor is duly elected and qualified or until his or
her earlier death, resignation or removal.
Newly
created directorships resulting from any increase in the number of directors or any vacancies in the Board resulting from death, resignation,
retirement, disqualification, removal from office or any other cause may be filled, so long as there is at least one remaining director,
only by the Board, provided that a quorum is then in office and present, or by a majority of the directors then in office, if less than
a quorum is then in office, or by the sole remaining director. Directors elected to fill a newly created directorship or other vacancies
shall hold office until such director’s successor has been duly elected and qualified or until his or her earlier death, resignation
or removal as hereinafter provided.
Any
director may be removed from office at any time for cause, at a meeting called for that purpose, but only by the affirmative vote of
the holders of at least 66-2/3% of the voting power of all outstanding shares of our capital stock entitled to vote generally in the
election of directors, voting together as a single class.
Our
second amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting in the
election of directors.
Amendments
to Our Governing Documents
The
affirmative vote of the holders of at least 66-2/3% of the voting power of all outstanding shares of our capital stock entitled to vote
generally in the election of directors, shall be required to adopt any provision inconsistent with, to amend or repeal any provision
of, or to adopt a bylaw inconsistent with, Articles Two, Seven, Eight and Nine of our Second Amended and Restated Certificate of Incorporation.
Our
amended and restated bylaws may be amended or repealed and new bylaws may be adopted by the stockholders and/or the Board. Any bylaws
adopted, amended or repealed by the Board may be amended or repealed by the stockholders.
Listing
Our
Common Stock and warrants are listed on Nasdaq under the symbols “SHOT” and “SHOTW”, respectively.
Transfer
Agent, Warrant Agent and Registrar
The
transfer agent and registrar for our Common Stock offered in this Offering is ClearTrust, LLC.
PLAN
OF DISTRIBUTION
The
selling stockholder may, from time to time, sell any or all of their securities covered hereby on Nasdaq or any other stock exchange,
market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.
The selling stockholder may use any one or more of the following methods when selling securities:
| ● |
ordinary
brokerage transactions and transactions in which the broker dealer solicits purchasers; |
| |
|
| ● |
block
trades in which the broker dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; |
| |
|
| ● |
purchases
by a broker dealer as principal and resale by the broker dealer for its account; |
| |
|
| ● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
| |
|
| ● |
privately
negotiated transactions; |
| |
|
| ● |
settlement
of short sales; |
| |
|
| ● |
in
transactions through broker dealers that agree with the selling stockholder to sell a specified number of such securities at a stipulated
price per security; |
| |
|
| ● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| |
|
| ● |
a
combination of any such methods of sale; or |
| |
|
| ● |
any
other method permitted pursuant to applicable law. |
The
selling stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available,
rather than under this prospectus.
Broker
dealers engaged by the selling stockholder may arrange for other brokers dealers to participate in sales. Broker dealers may receive
commissions or discounts from the selling stockholder (or, if any broker dealer acts as agent for the purchaser of securities, from the
purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup
or markdown in compliance with FINRA Rule 2121.
In
connection with the sale of the securities or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The selling stockholder may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
selling stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. The selling stockholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
We
are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify
the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling stockholder
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect
or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar
effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common
stock by the selling stockholder or any other person. We will make copies of this prospectus available to the selling stockholder and
have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
Certain
legal matters related to the securities offered by this prospectus will be passed upon on our behalf by The Sichenzia Ross Ference Carmel
LLP. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters,
dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.
EXPERTS
The
consolidated financial statements of the Company as of December 31, 2023 and 2022 incorporated in this prospectus by reference from the
Company’s Annual Report on Form 10-K for the year ended December 31, 2023 have been audited by M&K CPAS, PLLC, an independent
registered public accounting firm, as stated in their report thereon, and have been incorporated by reference in this prospectus and
registration statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information about us by referring you to another document filed separately with the SEC. The information incorporated by reference is
considered to be a part of this prospectus. This prospectus incorporates by reference the documents and reports listed below (other than
portions of these documents that are either (1) described in paragraph (e) of Item 201 of Regulation S-K or paragraphs (d)(1)-(3) and
(e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) deemed to have been furnished and not filed in accordance with SEC
rules, including Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 (including any financial statements or exhibits relating
thereto furnished pursuant to Item 9.01), unless otherwise indicated therein:
| |
● |
Our
Annual Report on Form 10-K for the year ended December 31, 2023 (our “Annual Report”), filed with the SEC on April 01, 2024. |
| |
|
|
| |
● |
Our
Quarterly Report on Form 10-Q for the three months ended March 30, 2024, and six months ended June 30, 2023 (our “Quarterly
Report”), filed with the SEC on May 15, 2024 and August 18, 2024 respectively. |
| |
|
|
| |
● |
Registration
Statement on POS-AM, filed with SEC on February 09, 2024. |
| |
|
|
| |
● |
Our
Current Reports on Form 8-K, filed with the SEC April
5, 2024, April 26, 2024, May
03, 2024, June 28, 2204, August
02, 2024, September 05,
2024, and September 24, 2024. |
| |
|
|
| |
● |
The
description of our Common Stock in our Registration Statement on Form S-1/A filed with the Commission on July 28, 2020, and amended
on October 26, 2020. |
We
also incorporate by reference the information contained in all other documents we file with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act (other than portions of these documents that are either (1) described in paragraph (e) of Item 201 of
Regulation S-K or paragraphs (d)(1)-(3) and (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) deemed to have been furnished
and not filed in accordance with SEC rules, including Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 (including any
financial statements or exhibits relating thereto furnished pursuant to Item 9.01, unless otherwise indicated therein)) after the date
of this prospectus and prior to the completion of the offering of all securities covered by this prospectus and any applicable prospectus
supplement. The information contained in any such document will be considered part of this prospectus from the date the document is filed
with the SEC.
If
you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the
information incorporated by reference into this prospectus. Any such request should be directed to:
Safety
Shot, Inc.
1061
E. Indiantown Rd., Suite. 110
Jupiter,
FL 33477
(561)
244-7100
You
should rely only on the information contained in, or incorporated by reference into, this prospectus, in any applicable prospectus supplement
or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional
information. The selling stockholder is not offering to sell or soliciting any offer to buy any securities in any jurisdiction where
the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by
reference is accurate as of any date other than the date on the front cover of the applicable document.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following table sets forth the costs and expenses payable by us in connection with the sale of common stock being registered. All amounts
are estimates except for the SEC registration fee.
| SEC registration fee | |
$ | 347 | |
| Legal fees and expenses | |
| 60,000 | |
| Accounting fees and expenses | |
| 10,000 | |
| Printing and Miscellaneous Expenses | |
| 9,653 | |
| Total | |
$ | 80,000 | |
Item
15. Indemnification of Directors and Officers
Safety
Shot, Inc. is incorporated under the laws of the State of Delaware. Reference is made to Section 102(b)(7) of the General Corporation
Law of the State of Delaware, as amended (the “DGCL”), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s
fiduciary duty, except (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of
the DGCL, which provides for liability of directors for unlawful payments of dividends or unlawful stock purchase or redemptions or (4)
for any transaction from which the director derived an improper personal benefit.
Section
145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section
145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor
because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall
have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that, despite
the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity
for such expenses which the adjudicating court shall deem proper.
Section
145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation
would have the power to indemnify the person against such liability under Section 145 of the DGCL.
Our
bylaws, subject to the provisions of the DGCL, contain provisions which allow the corporation to indemnify any person against liabilities
and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service
to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the
corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers
and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
As
permitted by the DGCL, the registrant has entered into separate indemnification agreements with each of the registrant’s directors
and certain of the registrant’s officers which require the registrant, among other things, to indemnify them against certain liabilities
which may arise by reason of their status as directors, officers or certain other employees.
The
registrant expects to obtain and maintain insurance policies under which its directors and officers are insured, within the limits and
subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities which
might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of being or having been directors
or officers. The coverage provided by these policies may apply whether or not the registrant would have the power to indemnify such person
against such liability under the provisions of the DGCL.
These
indemnification provisions and the indemnification agreements entered into between the registrant and the registrant’s officers
and directors may be sufficiently broad to permit indemnification of the registrant’s officers and directors for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
Item
16. Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| (a) |
|
Exhibits. |
| 1.1 |
|
Form of Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement filed with the SEC on June 17, 2020. |
| 3.1 |
|
Amended and Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 2.1 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019. |
| 3.2 |
|
Bylaws, incorporated herein by reference to Exhibit 2.2 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019. |
| 3.3 |
|
Amended and Restated Bylaws, incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020. |
| 3.4 |
|
Certificate of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020. |
| 3.5 |
|
Second Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement filed with the SEC on June 17, 2020. |
| 4.1 |
|
Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020. |
| 4.2 |
|
Representative’s Warrant, incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement filed with the SEC on June 17, 2020. |
| 4.3 |
|
Form of Warrant included in Unit, incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement filed with the SEC on June 17, 2020. |
| 4.4 |
|
Form of Warrant Agent Agreement, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020. |
| 5.1* |
|
Opinion of Sichenzia Ross Ference LLP |
| 10.1 |
|
Common Stock and Warrant Subscription Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020. |
| 10.2 |
|
Independent Director’s Contract between the Company and Dr. Hector Alila, dated February 25, 2019, incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020. |
| 10.3 |
|
Independent Director’s Contract between the Company and Timothy G. Glynn, dated March 13, 2019, incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020. |
| 10.4 |
|
Independent Director’s Contract between the Company and Christopher Melton, dated July 29, 2019, incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement filed with the SEC on July 14, 2020). |
| 10.5 |
|
Employment Agreement with Douglas O. McKinnon, dated August 5, 2019, incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement filed with the SEC on July 14, 2020). |
| 10.6 |
|
Form of Regulation A Subscription Agreement, incorporated herein by reference to Exhibit 4.1 to Jupiter Wellness, Inc.’s Form 1-A/A filed with the Securities and Exchange Commission on August 19, 2019. |
| 10.7 |
|
Employment Agreement with Dr. Glynn Wilson, dated October 15, 2019, incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement filed with the SEC on July 14, 2020. |
| 10.8 |
|
Employment Agreement with Brian John, dated February 1, 2020, incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement filed with the SEC on June 17, 2020. |
| 10.9 |
|
Employment Agreement with Richard Miller, dated February 1, 2020, incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement filed with the SEC on June 17, 2020. |
| 10.10 |
|
2020 Equity Incentive Plan, incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement filed with the SEC on June 17, 2020. |
| 10.11 |
|
Confidential Membership Interest Purchase Agreement dated February 20, 2020 by and between Jupiter Wellness, Inc., Magical Beasts LLC. and Krista Whitley, incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement filed with the SEC on June 17, 2020. |
| 10.12 |
|
Sales Distribution Agreement dated February 20, 2020 between Jupiter Wellness Inc. and Ayako Holdings, Inc., incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement filed with the SEC on June 17, 2020. |
| 10.13 |
|
Distribution Agreement, dated November 5, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 9, 2020. |
| 10.14 |
|
Endorsement Agreement, dated November 10, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 19, 2020. |
| 10.15 |
|
Share Exchange Agreement, dated November 30, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 3, 2020. |
| 10.16 |
|
Independent Director’s Agreement, dated January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 26, 2021. |
| 10.17 |
|
Omnibus Amendment dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021. |
| 10.18 |
|
First Amendment to Common Stock Option Agreement dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021. |
| 10.19 |
|
Employment Agreement dated as of January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2021. |
| 14.1 |
|
Code of Ethics, incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020. |
| 14.2 |
|
Corporate Governance Guidelines, incorporated by reference to Exhibit 14.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020. |
| 21.1 |
|
Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 of the annual report on Form 10-K, filed with the SEC on April 01, 2024. |
| 23.1 |
|
Consent of M&K CPAS |
| 23.2 |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) |
| 24.1* |
|
Power of Attorney (included in signature page to this registration statement) |
| 97.1 |
|
Claw Back Policy, incorporated by reference to Exhibit 99.1 of the annual report on Form 10-K, filed with the SEC on April 01, 2024. |
| 99.1 |
|
Insider Trading Policy, incorporated by reference to Exhibit 99.2 of the annual report on Form 10-K, filed with the SEC on April 01, 2024. |
| 107* |
|
Fee table |
*Filed
herewith
Item
17. Undertakings
The
Company hereby undertakes:
| (a)(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
i. |
To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| |
|
|
| |
ii. |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| |
|
|
| |
iii. |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided,
however, that paragraphs (1)(i), (1)(ii), and (1)(iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. |
| (2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. |
| |
| (3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering. |
| (4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| |
| (i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and |
| |
| (ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or date of the first sale of securities in
the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date. |
| |
| (5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser: |
| |
| (i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to
Rule 424; |
| |
| (ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant; |
| |
| (iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| |
| (iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| |
| (6)
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
| (7)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida on September 24, 2024.
| SAFETY
SHOT, INC. |
|
| |
|
|
| By: |
/s/
Jarrett Boon |
|
| |
Jarrett
Boon
Chief
Executive Officer and Director (Principal Executive Officer) |
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jarrett Boon, his or her true
and lawful attorney-in-fact and agent, each with full power of substitution and resubstituting, for him or her and in his or her name,
place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments
(including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate
in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment
or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any
and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Jarrett Boon |
|
Director
and Chief Executive Officer (principal executive officer) |
|
September
24, 2024 |
| Jarrett
Boon |
|
|
|
|
| |
|
|
|
|
| /s/
Danielle De Rosa |
|
Chief
Financial Officer (principal financial and accounting officer) |
|
September
24, 2024 |
| Danielle
De Rosa |
|
|
|
|
| |
|
|
|
|
| /s/
David J. Long |
|
Director |
|
September
24, 2024 |
| David
J. Long |
|
|
|
|
| |
|
|
|
|
| /s/
Jordan Schur |
|
Director
and President |
|
September
24, 2024 |
| Jordan
Schur |
|
|
|
|
| |
|
|
|
|
| /s/
Christopher Marc Melton |
|
Director |
|
September
24, 2024 |
| Christopher
Marc Melton |
|
|
|
|
| |
|
|
|
|
| /s/
Richard Pascucci |
|
Director |
|
September
24, 2024 |
| Richard
Pascucci |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| /s/
John Gulyas |
|
Director |
|
September
24, 2024 |
| John
Gulyas |
|
|
|
|
Exhibit
5.1
September
23, 2024
Safety
Shot, Inc.
1061
E. Indiantown Road, Suite 110
Jupiter,
FL - 33477
Re:
Registration Statement on Form S-3
Ladies
and Gentlemen:
We
have acted as counsel to Safety Shot, Inc., a Delaware corporation (the “Company”), in connection with the preparation of
a registration statement on Form S-3 (the “Registration Statement”), filed by the Company with the Securities and Exchange
Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating
to the resale from time to time, as set forth in the Registration Statement, the form of prospectus contained therein (the “Prospectus”)
by the selling stockholders identified in the Registration Statement (the “Selling Stockholders”) of up to 1,898,029 (the
“Shares”) shares of our common stock, par value $0.001 (the “Common Stock”), including (i) up to 1,098,029 shares
of common stock; and (ii) up to 800,000 shares of common stock (the “Warrant Shares”) issuable upon the exercise of common
stock purchase warrants (the “Warrants”)..
You
have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering
the opinions set forth below, we have examined (i) the Registration Statement, including the exhibits filed therewith, (ii) the Prospectus,
(iii) the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), (iv) the Company’s
bylaws, as amended (the “Bylaws”), (v) the corporate resolutions and other actions of the Company that authorize and provide
for the filing of the Registration Statement, and we have made such other investigation as we have deemed appropriate. We have not independently
established any of the facts so relied on.
For
purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all
signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof, and the due execution
and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed
the legal capacity of natural persons, that persons identified to us as officers of the Company are actually serving in such capacity,
that the representations of officers and employees of the Company are correct as to questions of fact, that the board of directors has
taken all action necessary including the reservation of the Warrant Shares and that each party to the documents we have examined or relied
on (other than the Company) has the power, corporate or other, to enter into and perform all obligations thereunder and also have assumed
the due authorization by all requisite action, corporate or other, the execution and delivery by such parties of such documents, and
the validity and binding effect thereof on such parties. We have not independently verified any of these assumptions.
The
opinions expressed in this opinion letter are limited to the Delaware General Corporation Law (the “DGCL”) and the applicable
statutory provisions of the Delaware Constitution and the reported judicial decisions interpreting such statute and provisions. We are
not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of (a) any other
laws; (b) the laws of any other jurisdiction; or (c) the laws of any county, municipality or other political subdivision or local governmental
agency or authority.
Based
on the foregoing and subject to the limitations, qualifications, and assumptions set forth herein, we are of the opinion that the Shares,
including the Warrant Shares when issued upon valid exercise of the Warrants in accordance with the terms of the Warrants, including
without limitation payment of the specified exercise price therefor, will be validly issued, fully paid, and non-assessable. The Warrants
represent a binding commitment of the Company.
The
opinion above is subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership,
moratorium and other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally, (ii) general
principles of equity, whether such principles are considered in a proceeding of law or at equity, and (iii) an implied covenant of good
faith, reasonableness and fair dealing and standards of materiality.
This
opinion is limited to the DGCL, including the statutory provisions of the DGCL and all applicable provisions of the Delaware Constitution
and reported judicial decisions interpreting these laws. We hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving our consent, we do not
thereby admit that we are experts with respect to any part of the Registration Statement or the Prospectus within the meaning of the
term “expert,” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission,
nor do we admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations thereunder.
| Yours
truly, |
|
| |
|
| /s/
Sichenzia Ross Ference Carmel LLP |
|
| Sichenzia
Ross Ference Carmel LLP |
|
Exhibit 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the inclusion in the foregoing Form S-3 Regulation Statement of our report dated April 1, 2024, relating to our audit of the
financial statements of Safety Shot, Inc. (formerly known as Jupiter Wellness, Inc.) as of December 31, 2023 and 2022 and for the periods
then ended, and the reference to our firm under the caption “Experts” in the Offering Statement.
| /s/M&K
CPAS, PLLC |
|
| The
Woodlands, Texas |
|
| September
24, 2024 |
|
Exhibit
107
Calculation
of Filing Fee Table
Form
S-3
(Form
Type)
Safety
Shot, Inc.
(Exact
name of Registrant as Specified in its Charter)
| |
|
Table
1 – Newly Registered Securities |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Filing
Fee |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously
Paid |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Connection |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
with |
| |
|
|
|
|
|
|
|
|
|
Proposed |
|
|
|
|
|
|
|
|
|
|
|
|
|
Carry |
|
Unsold |
| |
|
|
|
|
|
|
|
|
|
Maximum |
|
Maximum |
|
|
|
|
|
|
|
Carry |
|
Carry |
|
Forward |
|
Securities |
| |
|
|
|
Security |
|
Fee |
|
|
|
Offering |
|
Aggregate |
|
|
|
|
|
Amount
of |
|
Forward |
|
Forward |
|
Initial |
|
to
be |
| |
|
Security |
|
Class |
|
Calculation |
|
Amount |
|
Price
Per |
|
Offering |
|
|
|
|
|
Registration |
|
Form |
|
File |
|
Effective |
|
Carried |
| |
|
Type |
|
Title |
|
Rule |
|
Registered(1) |
|
Unit(2) |
|
Price |
|
|
Fee
Rate |
|
|
Fee(2) |
|
Type |
|
Number |
|
Date |
|
Forward |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees
to Be Paid |
|
Equity |
|
Common
Stock, par value $0.001 per share |
|
Rule
457(o) |
|
|
1,098,029 |
|
$ |
1.24 |
|
$ |
1,361,555.96 |
|
|
|
0.0001476 |
|
|
$ |
200.97 |
|
|
|
|
|
|
|
|
|
|
|
|
| Fees
to Be Paid |
|
Other |
|
Warrants(3) |
|
Rule
457(o) |
|
|
800,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees
to Be Paid |
|
Equity |
|
Common
Stock, par value $0.001 per share underlying Warrants(3) |
|
Rule
457(o) |
|
|
800,000 |
|
$ |
1.24 |
|
$ |
992,000.00 |
|
|
|
0.0001476 |
|
|
$ |
146.42 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Table
2 – Carry Forward Securities |
| Carry
Forward Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total
Offering Amounts |
|
|
|
|
|
|
|
|
|
|
$ |
2,353,555.96 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total
Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total
Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Net
Fee Due |
|
|
|
|
|
|
|
|
|
|
$ |
347.38 |
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock offered
hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of
stock splits, stock dividends, recapitalizations or other similar transactions.
(2)
With respect to the shares of common stock offered by the selling stockholders named herein, the offering price has been estimated at
the last reported sale price of our common stock was $1.24 per share on September 20, 2024, for the purpose of calculating the registration
fee in accordance with Rule 457(o) under the Securities Act.
(3)
In accordance with Rule 457(g) under the Securities Act, because the Ordinary Shares underlying the warrants are registered hereby, no
separate registration fee is required with respect to the warrants registered hereby.
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