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

Rhea-AI Filing Summary

Safety Shot, Inc. (Nasdaq: SHOT) filed an 8-K on 9 July 2025 disclosing that, on 3 July 2025, it entered into a Securities Purchase Agreement with one accredited investor.

• Shares issued: 844,594 common shares ("PIPE Shares")
• Purchase price: $0.296 per share
• Discount: 20 % below the 3 July 2025 closing price
• Gross proceeds: $250,000
• Exhibit: Form of SPA filed as Exhibit 10.1

The transaction is a small private investment in public equity (PIPE). It provides immediate cash but also dilutes existing shareholders because the shares are sold below market. No other material covenants, use-of-proceeds details, or warrant issuances are described in the filing.

Positive

• Provides $250,000 in immediate cash, enhancing near-term liquidity
• Formal disclosure via Exhibit 10.1 increases transparency surrounding the transaction

Negative

• Creates dilution by issuing 844,594 new shares at a 20 % discount to market
• Small raise size suggests limited capital impact relative to potential funding needs

Insights

Financial Analyst

TL;DR: $250k cash infusion offsets liquidity needs but discounted share issuance dilutes holders; overall neutral.

The company raises $250,000 by issuing 844,594 shares at $0.296 (20 % discount). While the cash extends runway, the modest size and below-market pricing limit upside. With no guidance on use of proceeds, the event neither meaningfully strengthens the balance sheet nor signals distress, resulting in a neutral valuation impact.

Corporate Governance Expert

TL;DR: Single-investor PIPE at a steep discount raises dilution and governance concerns but is immaterial in scale.

Selling equity to one accredited investor without shareholder approval concentrates influence and sets a discounted pricing benchmark. However, the board fulfilled disclosure duties by filing the SPA. Given the limited dollar amount, governance risk is contained, leading to a neutral assessment.

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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 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.)

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

Securities Purchase Agreement

On July 3, 2025, Safety Shot, Inc., (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with one accredited investor (the “Investor”) for the purchase of 844,594 shares (the “PIPE Shares”) for gross proceeds of $250,000 at a negotiated price of $0.296 per share which represents a discount of 20% off of the closing price on July 3, 2025.

The Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Agreements is qualified in its entirety by reference to such exhibit.

Item 9.01 Exhibits

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement dated July 3, 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 9, 2025

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

FAQ

What did Safety Shot (SHOT) disclose in its latest 8-K filing?

The company entered into a Securities Purchase Agreement to sell 844,594 shares for $250,000 at $0.296 per share.

How many shares were issued in Safety Shot's PIPE transaction?

844,594 common shares were issued to one accredited investor.

What was the purchase price of the PIPE shares?

Each share was sold for $0.296, a 20 % discount to the 3 July 2025 closing price.

How much capital did Safety Shot raise through the PIPE?

The transaction generated $250,000 in gross proceeds.

Where can investors review the full Securities Purchase Agreement?

The agreement is filed as Exhibit 10.1 to the 8-K and is incorporated by reference.