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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 |
|
