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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C., 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 3, 2025
SAFETY
SHOT, INC.
(Exact
name of registrant as specified in charter)
Delaware |
|
001-39569 |
|
83-2455880 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
18801
N Thompson Peak Pkwy Ste 380, Scottsdale, AZ 85255
(Address
of principal executive offices) (Zip Code)
(561)
244-7100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock |
|
SHOT |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
|
|
|
|
|
Warrants, each exercisable
for one share of Common Stock at $8.50 per share |
|
SHOTW |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mart 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.
Item
1.01. Entry into a Material Definitive Agreement
On
October 3, 2025, Safety Shot, Inc. (the “Company”) entered into an employment agreement (the “Employment
Agreement”) with Markita Russell. The Employment Agreement is retroactively effective as of June 30, 2025. The terms of the
Employment Agreement are summarized below in Item 5.02 of this Current Report on Form 8-K.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
As
previously reported in the Company’s Current Report on Form 8-K filed on July 31, 2025, on July 30, 2025 the board of directors
of the Company appointed Markita Russell to serve as Chief Financial Officer of the Company, effective immediately.
On
October 3, 2025, the Company entered into the Employment Agreement with Ms. Russell. The Employment Agreement is retroactively effective
as of June 30, 2025 (the “Effective Date”).
Under
the terms of the Employment Agreement, for serving as the Company’s Chief Financial Officer, Ms. Russell will receive an annual
base salary equal to $250,000. Ms. Russell will also be eligible for an annual bonus, which will be evaluated based on performance and
company sales goals to be agreed upon by Ms. Russell and her direct supervisor. In addition, Ms. Russell shall be granted (i) 200,000
options to purchase Company stock with a strike price of $.49 cents, which shall have been fully vested upon the Effective Date, and
(ii) within 10 days of the signing of the Employment Agreement, 350,000 retention RSUs with immediate vesting subject to a six (6) month
hold beginning on June 30, 2025 on any sales. The Employment Agreement includes typical non-disclosure provisions that the executive
must comply with.
The
above summary does not purport to be a complete summary of the Employment Agreement and is qualified in its entirety by reference to
the full text of the Employment agreement, a copy of which is filed herewith as Exhibit 10.1 and which is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit |
|
Description |
|
|
|
10.1 |
|
Employment Agreement, dated October 3, 2025, by and between Markita Russell and the Company |
104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
October 8, 2025
SAFETY SHOT, INC. |
|
|
|
|
By: |
/s/ Jarrett
Boon |
|
|
Jarrett Boon |
|
|
Chief Executive Officer |
|