Safety Shot (NASDAQ: SHOT) prices $29.25M stock and BONK token deal

Rhea-AI Filing Summary

Safety Shot, Inc. entered into a financing transaction combining a registered direct stock sale and a concurrent private placement, raising gross proceeds with a cash value of approximately $29.25 million. In the registered direct offering, the company issued 9,239,044 shares of common stock at $0.46 per share, generating about $4.25 million in cash proceeds. In the concurrent private placement, it sold 51,921,080 shares of common stock at $0.4815 per share to an accredited investor for $25 million paid in BONK tokens, which will be held in a custodian wallet controlled by the board. The company plans to use the net proceeds for working capital and general corporate purposes.

Insights

Capital structure and financing analyst

Safety Shot raises $29.25M via stock plus crypto-funded PIPE.

Safety Shot, Inc. completed a dual-tranche equity financing consisting of a registered direct stock sale and a concurrent private placement. The transaction delivers aggregate gross proceeds with a cash value equal to about $29.25M, split between $4.25M cash from the registered direct offering and $25M worth of BONK tokens from the PIPE investor.

The PIPE structure is notable because consideration is paid entirely in BONK tokens based on the token’s closing price on August 22, 2025, with the tokens to be held in a custodian wallet controlled by the board. This introduces exposure to the value of those tokens, in addition to the customary equity issuance from selling 9,239,044 RD shares and 51,921,080 PIPE shares of common stock.

The company states it expects to use net proceeds for working capital and general corporate purposes, indicating a focus on funding ongoing operations rather than a specific project or acquisition. Subsequent disclosures in future periodic reports may provide more detail on how the BONK tokens are managed and any impact from token price movements.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 08/29/2025 - 05:19 PM Learn about SEC filing dates

FAQ

What financing transaction did Safety Shot (SHOT) complete in this 8-K?

Safety Shot, Inc. completed a combined financing consisting of a registered direct offering of common stock and a concurrent private placement (PIPE), referred to together as the Offering.

How much capital did Safety Shot raise in total through the Offering?

The company reports aggregate gross proceeds with a cash value equal to approximately $29.25 million, including $4.25 million in cash and $25 million in BONK tokens.

How many shares were sold and at what prices in the Safety Shot offerings?

In the registered direct offering, Safety Shot issued 9,239,044 shares at $0.46 per share. In the PIPE, it sold 51,921,080 shares at $0.4815 per share to an accredited investor.

How was the PIPE portion of the Safety Shot offering paid for?

The PIPE investor agreed to pay the $25 million purchase price for the PIPE shares in BONK tokens, valued using the BONK token closing price at 4:00 PM EDT on August 22, 2025. The tokens will be held in a custodian wallet controlled by the board.

Are the PIPE shares registered under the Securities Act?

No. The PIPE Shares have not been registered under the Securities Act and are being issued in reliance on exemptions under Section 4(a)(2) and Rule 506 for sales to accredited investors.

How does Safety Shot plan to use the proceeds from these offerings?

Safety Shot states that it expects to use the net proceeds from the Offering for working capital and general corporate purposes.

When did the Safety Shot offering close and under what agreement?

The Offering closed on August 29, 2025 under a Securities Purchase Agreement dated August 25, 2025, which includes customary representations, warranties, and covenants.

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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): August 25, 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

Registered Direct Offering and Concurrent Private Placement

On August 29, 2025, Safety Shot, Inc. (the “Company”), closed on the transactions contemplated by that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of August 25, 2025, between the Company and the purchasers named therein, pursuant to which the Company agreed to issue, in a registered direct offering, 9,239,044 shares (the “RD Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to the registered direct purchasers (the “RD Investors”) at an offering price of $0.46 per share (the “RD Offering”). The gross cash proceeds to the Company in the RD Offering were approximately $4,250,000 before deducting offering fees and expenses.

The RD Shares were issued pursuant to (i) a Registration Statement on Form S-3 filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on September 28, 2022 (File No. 333-267644), which was declared effective by the Commission on November 9, 2022, and (ii) a prospectus supplement dated August 25, 2025, which was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) on August 29, 2025, including the documents incorporated by reference therein.

Pursuant to the Purchase Agreement, in a concurrent private placement, the Company sold 51,921,080 shares of Common Stock (the “PIPE Shares”) to a separate accredited investor (the “PIPE Investor”) at a purchase price of $0.4815 per share (the “PIPE Offering” and together with the RD Offering, the “Offering”). The PIPE Investor agreed to pay the $25 million purchase price for the PIPE Shares in the form of BONK tokens (the “Consideration Tokens”) based on the closing price of BONK tokens at 4:00 PM EDT on August 22, 2025. The Consideration Tokens will be held in the custodian wallet designated and controlled by the board of directors of the Company.

The PIPE Shares have not been registered under the Securities Act and 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 the concurrent RD Offering and PIPE Offering, before deducting offering expenses payable by the Company, have a cash value equal to approximately $29,250,000, consisting of approximately $4,250,000 in cash paid by the RD Investors for the RD Shares, and $25,000,000 in BONK tokens paid by the PIPE Investor for the PIPE Shares. The Company expects to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on August 29, 2025.

The Purchase Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this type.

The foregoing description of the Purchase Agreement does not purport to be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the full text of the Purchase Agreement, the form of which is filed herewith as Exhibits 10.1 and incorporated by reference herein.

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 the PIPE Shares is incorporated herein by reference. The issuance of the PIPE Shares was not registered under the Securities Act or any state securities laws. The issuance of the PIPE Shares will be in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, dated August 25, 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: August 29, 2025

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