[8-K] Safety Shot, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Safety Shot, Inc. (NASDAQ:SHOT) reported that on 21 Jul 2025 it signed a Securities Purchase Agreement for a registered direct offering of 22,993,492 common shares at $0.461 per share and a concurrent private placement of 45,986,984 unregistered five-year warrants priced at $0.125 each, exercisable at the same $0.461 strike. Together, the transactions closed on 24 Jul 2025 and generated gross proceeds of approximately $16.3 million before expenses.

Placement agent Dominari Securities LLC will receive an 8% cash commission, a 1% expense allowance and $150,000 for legal/out-of-pocket costs, plus 1,839,479 five-year warrants exercisable at $0.461. The company will file an S-1 within ten days to register the resale of warrant shares, with effectiveness required within 45 days (75 days if subject to full SEC review).

Use of proceeds: working capital and general corporate purposes. Assuming full warrant exercise, the deal could add up to 70.8 million new shares, materially diluting existing holders while improving near-term liquidity.

Positive

• $16.3 million gross proceeds strengthen liquidity without incurring debt
• Immediate five-year warrants could raise additional cash if exercised
• Obligation to file S-1 within 10 days enhances transparency for warrant holders

Negative

• Up to 70.8 million new shares if all warrants are exercised, creating significant dilution
• Low offering price of $0.461 may signal weak market demand
• High 8% placement fee plus additional costs increase transaction expense burden

Insights

Equity Capital Markets Analyst

TL;DR: Raises $16.3 m but introduces heavy dilution risk.

The company bolsters cash with a quick registered direct/PIPE mix, avoiding the delays of a public follow-on. Pricing at $0.461 suggests limited bargaining power, yet the immediate capital infusion supports operations without new debt. However, up to 70.8 m incremental shares (≈ triple current shares outstanding) could pressure valuation and elevate volatility. Accelerated S-1 filing shows intent to facilitate secondary liquidity, potentially accelerating warrant exercises if the stock rallies. Overall impact: neutral—liquidity gain offsets dilution.

Corporate Governance & Risk Specialist

TL;DR: Standard terms, but large warrant overhang raises governance concerns.

Indemnities, reps and covenants appear customary. Dominari’s fee package is market-standard, though the 8% cash fee on a sub-$20 m raise is on the high side. The company’s obligation to register resale shares within 45 days places administrative burden but is manageable. Key risk is shareholder dilution and potential downward pressure from warrant arbitrage. No change to control provisions, so governance impact is moderate.

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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): July 21, 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.)

1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477

(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

Registered Direct Offering and Concurrent Private Placement

On July 21, 2025, Safety Shot, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with accredited investors (the “Purchasers”), relating to the registered direct offering, pursuant to which on July 24, 2025, the Company issued 22,993,492 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $0.461 per share of Common Stock (the “RD Offering”).

The Shares were issued pursuant to a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 28, 2022 (File No. 333-267644), which was declared effective on November 9, 2022.

Pursuant to the Purchase Agreement, in a concurrent private placement, the Company agreed to sell to the Purchasers unregistered warrants (the “Common Warrants”) to purchase up to an aggregate of 45,986,984 shares of Common Stock, at a purchase price of $0.125 Common Warrant (the “Common Warrant Shares”) (the “PIPE Offering”). Each Common Warrant is exercisable for one share of Common Stock, has an exercise price of $0.461 per share, and is immediately exercisable upon issuance and has a term of exercise equal to five (5) years from the date of issuance.

Neither the Common Warrants nor the Common Warrant Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Common Warrants were, and Common Warrant Shares will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors.

The aggregate gross proceeds to the Company from both the RD Offering and the PIPE Offering were approximately $16.3 million, before deducting offering expenses payable by the Company. The Company expects to use the net proceeds from the RD Offering and the PIPE Offering for working capital and general corporate purposes. The closing of the RD Offering and the PIPE Offering occurred on July 24, 2025.

The Purchase Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this type. Further, pursuant to the Purchase Agreement, the Company agreed that, on or before the tenth (10th) day following the date of the Purchase Agreement, the Company will file a registration statement on Form S-1 with the Commission registering for resale the Common Warrant Shares issuable upon exercise of the Common Warrants. The Company has further agreed that such registration statement will be declared effective by the Commission no later than forty-five (45) days (seventy-five (75) days if the Commission issues a “full review) following the closing of the RD Offering and PIPE Offering.

Pursuant to the placement agency agreement (the “Placement Agency Agreement”) entered into on July 21, 2025 by the Company with Dominari Securities LLC (“Dominari”), the Company has agreed to pay Dominari (i) a cash fee equal to 8.0% of the total gross proceeds from the RD Offering, (ii) a non-accountable expense allowance equal to 1.0% of the total gross proceeds from the RD Offering, and (iii) $150,000 for fees and expenses of Dominari’s legal counsel and other out-of-pocket expenses. In addition, the Company issued to Dominari or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 1,839,479 shares of Common Stock at an exercise price equal to $0.461 per share. The Placement Agent Warrants have substantially the same terms as the Common Warrants, are exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the date of issuance.

The Purchase Agreement, Placement Agency Agreement, Common Warrants and Placement Agent Warrants, are filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Agreements are qualified in their entirety by reference to such exhibits.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 of this Current Report on Form 8-K in relation to (i) the Common Warrants and the Placement Agent Warrants and (ii) the shares of Common Stock issuable upon exercise of the Common Warrants and the Placement Agent Warrants is incorporated herein by reference. Neither the issuance of the Common Warrants, the Placement Agent Warrants nor the shares of Common Stock issuable upon exercise thereof, as applicable, were registered under the Securities Act or any state securities laws. The issuance of the Common Warrants and the Placement Agent Warrants were, and the shares of Common Stock issuable upon the exercise thereof will be, issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

Item 8.01 Other Events

Press Release

On July 21, 2025, the Company issued a press release announcing the RD Offering and the PIPE Offering. On July 22, 2025, the Company issued a press release amending the July 21, 2025 press release. Copies of the press releases are attached hereto as Exhibit 99.1 and 99.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Common Stock Purchase Warrant
4.2		Form of Placement Agent Warrant
10.1		Form of Securities Purchase Agreement, dated July 21, 2025
10.2		Form of Placement Agency Agreement, dated July 21, 2025
99.1		Press Release, dated July 21, 2025
99.2		Press Release, dated July 22, 2025
104		Cover Page Interactive Data File (embedded with 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: July 24, 2025

SAFETY SHOT, INC.
By:	/s/ Jarrett Boon
	Jarrett Boon
	Chief Executive Officer

FAQ

How much capital did Safety Shot (SHOT) raise in the July 2025 offering?

The combined registered direct and PIPE offerings generated approximately $16.3 million in gross proceeds.

What are the terms of the new warrants issued by SHOT?

Each warrant is immediately exercisable for one share at $0.461 and carries a five-year term.

How soon will Safety Shot register the resale of warrant shares?

The company must file an S-1 within 10 days of the agreement and have it declared effective within 45 days (75 days if fully reviewed).

What fees will Dominari Securities receive for acting as placement agent?

Dominari earns an 8% cash commission, a 1% expense allowance, $150,000 for legal/out-of-pocket costs, and 1,839,479 warrants exercisable at $0.461.

How will Safety Shot use the proceeds from the offering?

The company intends to use the net proceeds for working capital and general corporate purposes.