Jupiter Wellness Inc SEC Filings

Safety Shot, Inc. (Nasdaq: SHOT) filed an 8-K reporting two equity transactions that materially affect its capital structure.

• PIPE Financing (Item 1.01): On 18 June 2025 the company executed a Securities Purchase Agreement with one accredited investor for 1,157,407 common shares at $0.216 per share, yielding $250,000 in gross proceeds. The shares were sold in a private placement and are unregistered.
• Liabilities Settlement Program (Item 3.02): On 16 June 2025 the company issued 7,275,915 common shares to Silverback Capital Corporation under Section 3(a)(10) in exchange for the cancellation of $1,461,800 in outstanding liabilities. The implied settlement price is roughly $0.201 per share. Management notes that the original liabilities pool was $14.58 million, meaning only about 10 % of the amount has been extinguished so far.

In total, approximately 8.43 million new shares will enter the float—providing modest liquidity and debt relief but creating substantial dilution for existing shareholders. No operational updates, earnings data, or guidance changes were included. The SPA is attached as Exhibit 10.1; no pro-forma financials accompanied the filing.

Safety Shot, Inc. (Nasdaq: SHOT) has filed a Rule 424(b)(5) prospectus supplement to sell 1,157,407 shares of its common stock at a negotiated price of $0.216 per share. Gross proceeds are expected to total approximately $250,000. The company will conduct the transaction directly with investors, incurring no placement-agent or underwriting fees, and delivery of the shares is targeted for 20 June 2025.

The offer price represents a roughly 20% discount to the $0.27 closing price on 17 June 2025 and a 59% discount to the 1 May 2025 reference price of $0.53 used to calculate the firm’s public float. Management notes that Safety Shot’s non-affiliate public float equals 74,367,492 shares with an aggregate value of $39.4 million. Under Form S-3, Instruction I.B.6, the company may not sell securities exceeding one-third of that float within any 12-month period while its public float is below $75 million; to date it has sold $4.538 million under this limit, exclusive of the current offering.

Financial condition and risk considerations: The firm’s latest audited statements (FY 2024) show accumulated losses of $115.1 million and an annual net loss of $49.4 million. Persistently negative cash flow and limited revenue generation raise substantial doubt about the company’s ability to continue as a going concern. The filing reiterates that ongoing operations are dependent on external capital raises such as this one. Investors are also cautioned about historical share-price volatility and the possibility that purchased shares may not be resold above the offering price, or at all.

Use of proceeds & dilution: Specific application of the $250,000 was not detailed in the excerpt, but, given the company’s cash-burn profile, proceeds will likely be directed toward working capital and general corporate purposes. Shareholders will experience dilution; the newly issued shares equal roughly 1.3% of the 88.2 million shares outstanding (based on context in the company’s prior filings).

Key timetable & regulatory status: The SEC and relevant state regulators have neither approved nor disapproved this offering. The prospectus supplement, dated 20 June 2025, updates the base prospectus effective 9 November 2022 and incorporates the usual forward-looking-statement disclaimers.

Investor takeaway: The raise is modest in size, but it highlights continued dependence on external funding. The steep discount, limited proceeds, and going-concern language are likely to weigh on sentiment until the company demonstrates meaningful revenue traction or secures larger, less dilutive financing.

Safety Shot, Inc. (Nasdaq: SHOT, SHOTW) filed a Form 8-K dated June 20 2025 under Item 7.01 – Regulation FD Disclosure. The sole purpose of the filing is to furnish a company press release, attached as Exhibit 99.1, to ensure broad public availability in compliance with Regulation FD. The actual contents of the press release are not included in the 8-K text, and the filing does not provide any financial results, transaction details, or strategic updates. Accordingly, investors receive no new quantitative or qualitative information beyond confirmation that a press release was issued on the reporting date.