How does the Series C amendment affect the LetsBonk.fun revenue sharing arrangement with Safety Shot (SHOTW)?

Under the Revenue Sharing Agreement involving 100,000 Series C Preferred shares with LetsBonk.fun, the potential common shares on conversion have been reduced from 179,147,260 to 92,506,938 shares due to the higher conversion price.

Safety Shot (SHOTW) cuts potential Series C common share issuance

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Safety Shot, Inc. amended the terms of its Series C Convertible Preferred Stock by increasing the conversion price from $0.5582 to $1.081 per share, based on the average Official Nasdaq Closing Price for the five trading days preceding August 9, 2025. The change was approved by the Board of Directors and the sole holder of the Series C Preferred and made through an Amended and Restated Certificate of Designation filed in Delaware.

As a result, the potential common shares issuable on conversion are significantly reduced. The 35,000 Series C Preferred shares issued to an institutional investor under a Securities Purchase Agreement now convert into 32,377,428 common shares instead of 62,701,541. The 100,000 Series C Preferred shares tied to a Revenue Sharing Agreement with LetsBonk.fun now convert into 92,506,938 common shares instead of 179,147,260, meaning substantially less potential dilution than under the prior terms.

Positive

Conversion price raised, dilution reduced: Increasing the Series C Preferred conversion price from $0.5582 to $1.081 cuts the PIPE investor’s potential common shares from 62,701,541 to 32,377,428 and the LetsBonk.fun block from 179,147,260 to 92,506,938, substantially lowering maximum share overhang from these instruments.

Negative

None.

Insights

Raising the Series C conversion price sharply reduces potential dilution from existing preferred deals.

The company increased the Series C Convertible Preferred Stock conversion price to $1.081 per share, replacing the prior $0.5582 rate and keeping all other Series C rights and preferences unchanged. This directly lowers the number of common shares issuable if holders convert their preferred stock.

For the 35,000 Series C shares sold under the Securities Purchase Agreement, the maximum common shares on conversion drop from 62,701,541 to 32,377,428. For the 100,000 Series C shares issued under the Revenue Sharing Agreement with LetsBonk.fun, the maximum falls from 179,147,260 to 92,506,938. These changes materially reduce overhang from previously agreed financings, though the absolute share counts remain large and actual impact will depend on whether and when holders elect to convert.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

08/19/2025 - 02:52 PM

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 15, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 15, 2025, Safety Shot, Inc. (the “Company”), upon approval of the Company’s Board of Directors and the sole holder of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred”), filed an Amended and Restated Certificate of Designation of Series C Preferred Stock with the Secretary of State of the State of Delaware (the “Amended and Restated Series C Certificate of Designation”), pursuant to which the conversion price for the Company’s Series C Preferred was amended and restated from $.5582 to equal $1.081, which dollar figure represents the average Official Nasdaq Closing Price for the five trading days preceding August 9, 2025, with no other changes being made to the designations, rights or preferences of the Series C Preferred.

The foregoing description of the Amended and Restated Series C Certificate of Designation does not purport to be a complete description of such document and is qualified in its entirety by reference to the full text of such document, the form of which is filed herewith as Exhibit 3.1 and incorporated by reference herein.

Item 8.01 Other Events.

As previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2025, the Company entered into (i) a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional investor entity (the “Investor”) for a private investment in public equity of 35,000 shares of its Series C Preferred. As a result of the increase in the conversion price of the Series C Preferred to $1.081, effected by the filing of the Amended and Restated Series C Certificate of Designation, the total number of shares of the Company’s common stock into which such 35,000 shares of Series C Preferred issued to the Investor pursuant to the Securities Purchase Agreement can be converted has been reduced from 62,701,541 to 32,377,428 shares of common stock; and (ii) a Revenue Sharing Agreement (‘the “Revenue Sharing Agreement”) with LetsBonk.fun of 100,000 shares of its Series C Preferred. As a result of the increase in the conversion price of the Series C Preferred to $1.081, effected by the filing of the Amended and Restated Series C Certificate of Designation, the total number of shares of the Company’s common stock into which such 100,000 shares of Series C Preferred issued to the Investor pursuant to the Revenue Sharing Agreement can be converted has been reduced from 179,147,260 to 92,506,938 shares of common stock.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
3.1		Amended and Restated Certificate of Designation of Series C Preferred Stock
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

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.

	SAFETY SHOT, INC.

Date: August 19, 2025	By:	/s/ Jarrett Boon
	Name:	Jarrett Boon
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change did Safety Shot (SHOTW) make to its Series C Convertible Preferred Stock?

Safety Shot amended and restated the Certificate of Designation for its Series C Convertible Preferred Stock to increase the conversion price from $0.5582 to $1.081 per share, with no other changes to the series’ designations, rights, or preferences.

How does the new $1.081 conversion price affect the PIPE investor’s potential Safety Shot common shares?

For the 35,000 Series C Preferred shares issued under the Securities Purchase Agreement, the total common shares into which they can convert decreased from 62,701,541 to 32,377,428 shares.

Who approved the increase in Safety Shot’s Series C Preferred conversion price?

The change to the Series C Preferred conversion price was approved by Safety Shot’s Board of Directors and the sole holder of the Series C Preferred before filing the amended and restated certificate in Delaware.

Did Safety Shot change any other rights or preferences of the Series C Preferred Stock?

No. The company states that, apart from raising the conversion price to $1.081, no other changes were made to the designations, rights, or preferences of the Series C Preferred Stock.

Where can investors find the full legal terms of Safety Shot’s amended Series C Preferred?

The full text of the Amended and Restated Certificate of Designation for the Series C Preferred Stock is filed as Exhibit 3.1 to the report and incorporated by reference.