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

Rhea-AI Filing Summary

Sonim Technologies (NASDAQ: SONM) filed additional definitive proxy materials (Form DEFA14A) dated 8 July 2025. The document contains internal e-mails urging employees, friends and family who own SONM shares to vote before the 17 July 2025, 11:59 p.m. ET deadline using the WHITE proxy card. Proxy-solicitation support is provided by Sodali, whose contact details and toll-free numbers are included.

The filing repeats that a definitive proxy statement for the 2025 Annual Meeting is already on file with the SEC and available free of charge via the SEC and Sonim investor-relations websites. Stockholders are encouraged to read that statement in full.

Sonim also references a non-binding letter of intent (LOI) for a proposed strategic transaction involving Orbic. A separate proxy statement will be filed for a future special meeting should a definitive agreement be executed. No terms, valuation, or timing details are provided.

A lengthy forward-looking-statement disclaimer lists multiple risks: (i) the LOI may never convert to a binding agreement, (ii) shareholder and regulatory approvals may fail, (iii) the company may need a reverse stock-split to maintain Nasdaq listing, (iv) the proxy contest could replace the current board and end the transaction, and (v) potential litigation and cost overruns. No new operational or financial metrics are disclosed.

In essence, the filing is a routine proxy-solicitation communication designed to maximise voting participation and comply with SEC rules; it does not materially alter the investment thesis or provide incremental financial information.

Positive

• Active shareholder engagement: Management is proactively mobilising votes via Sodali, signalling commitment to securing support for strategic initiatives.
• Regulatory compliance: Timely filing of DEFA14A and reiteration of document availability reduces procedural risk associated with the upcoming annual meeting.

Negative

• Transaction uncertainty: The LOI with Orbic may not progress to a definitive agreement, leaving strategic direction unresolved.
• Listing risk: Sonim warns it may need a reverse stock-split to retain Nasdaq listing, highlighting potential share-price pressure.
• Proxy-contest threat: A change in board control could terminate the proposed transaction, adding governance instability.
• No financial disclosure: The filing provides no new revenue, earnings, or valuation data, limiting investor visibility.

Insights

Corporate Governance Expert

TL;DR: Standard proxy reminder; encourages WHITE-card votes; minimal incremental disclosure; governance impact low.

This DEFA14A is largely housekeeping: it mobilises internal and affiliated shareholders ahead of the 17 July annual-meeting deadline and satisfies Rule 14a-6 disclosure obligations. The communication clarifies that Sodali is the authorised proxy solicitor and restates the availability of the definitive proxy statement. No changes to board composition, compensation plans, or by-law amendments are proposed here. The emphasis on the WHITE card hints at an ongoing proxy contest, but the filing itself does not advance or resolve governance disputes. From a governance perspective, the content is neutral; it neither strengthens nor weakens shareholder rights beyond standard practice.

M&A Specialist

TL;DR: Proposed Orbic deal still at LOI stage; risks high; no valuation specifics; investor impact limited for now.

The document briefly notes a potential transaction with Orbic but offers no economics, timing, or structural details. The forward-looking section enumerates significant execution risks—board turnover, delisting pressure, litigation—which underscore how preliminary the LOI remains. Without a signed definitive agreement or disclosed consideration, investors cannot assess deal accretion or dilution. As such, the filing does not materially shift M&A expectations; it merely preserves optionality while reminding shareholders to stay engaged. Until concrete terms surface, the market impact is neutral to low.

false --12-31 0001760903 0001760903 2025-07-02 2025-07-02 0001760903 us-gaap:CommonStockMember 2025-07-02 2025-07-02 0001760903 SHOT:WarrantsEachExercisableForOneShareOfCommonStockAt8.50PerShareMember 2025-07-02 2025-07-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 2, 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

Amendment to Securities Purchase Agreement

On July 2, 2025, Safety Shot, Inc. (the “Company”) executed an Amendment No. 1 (the “Amendment”) to the Securities Purchase Agreement (the “SPA”), dated June 13, 2025, by and among the Company, a seller, and two accredited investors (the “Investors”) to amend the exercise price of the warrant that the investors purchased under the SPA from $0.4348 per share to $0.33 per share.

Exchange Agreement

On July 2, 2025, the Company entered into an Exchange Agreement (the “Exchange Agreement”) by and among the Company and the Investors. Pursuant to the Exchange Agreement, the parties intended to effect a voluntary security exchange transaction (the “Transaction”) whereby the Investors will exchange (i) a Secured Convertible Note in the principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) maturing on December 31, 2026 (the “Secured Convertible Note”) and (ii) a Convertible Note in the principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000) maturing on July 21, 2025 (the “Convertible Note”) for an aggregate of 7,212 shares of the Series B Preferred Stock (as defined below) on the closing date of the Transaction (the “Exchange Shares”).

The Exchange Agreement contains other customary provisions including representations and warranties for the Company and the Investors, governing law, and notice.

The Amendment and the form of Exchange Agreement are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. The above descriptions of the terms of the Amendment and the Exchange Agreement are not complete and are qualified in their entirety by reference to such exhibits.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K regarding the Exchange Agreement and the shares issuable thereunder are hereby incorporated by reference.

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

Series B Preferred Stock

On July 2, 2025, the Company filed a Certificate of Designation (the “Certificate of Designation”) with the Delaware Secretary of State designating, 10,000 shares as Series B Convertible Preferred Stock (the “Series B Preferred Stock”), each with a stated value of $750 per share (the “Stated Value”). The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series B Preferred Stock. Terms not otherwise defined in this item shall have the meanings given in the Certificate of Designation.

The following is a summary of the terms of the Series B Preferred Stock:

Dividends. At all times following the issuance of the Series B Preferred Stock, while shares of Series B Preferred Stock are issued and outstanding, holders of Series B Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-Common-Stock basis and without regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (which shall be made in accordance with the terms of the Certificate of Designation) actually paid on shares of the Company’s Common Stock (the “Common Stock”) when, as and if such dividends (which shall be made in accordance with the terms of the Certificate of Designation) are paid on shares of the Common Stock.

Voting Rights. Subject to certain limitations described in the Certificate of Designation, the Series B Preferred Stock is voting stock. Holders of the Series B Preferred Stock are entitled to vote together with the Common Stock on an as-if-converted-to-Common-Stock basis. Holders of Common Stock are entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. Accordingly, holders of Series B Preferred Stock will be entitled to one vote for each whole share of Common Stock into which their Series B Preferred Stock is then-convertible on all matters submitted to a vote of stockholders.

Liquidation. Upon any Liquidation (as defined in the Certificate of Designation), the assets of the Company available for distribution to its stockholders shall be distributed among the holders of the shares of the Company’s Series A Convertible Preferred Stock, Series B Preferred Stock and Common Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Series B Preferred Stock as if they had been converted to Common Stock pursuant to the terms of the Certificate of Designation immediately prior to such Liquidation, without regard to any limitations on conversion set forth in the Certificate of Designation or otherwise.

Conversion. Subject to the limitations set forth in the Certificate of Designation, at the option of the holder, each share of Series B Preferred Stock shall be convertible into a number shares of Common Stock obtained by dividing the Stated Value of each such share of Series B Preferred Stock by the conversion price of $0.34 (the “Conversion Price”). The Conversion Price is subject to adjustment, pursuant to Section 7 of the Certificate of Amendment, in the event of stock dividends and stock splits, subsequent rights offerings, pro rata distributions, and fundamental transactions.

The foregoing summary of the terms of the Series B Preferred Stock is qualified in its entirety by reference to the text of the Certificate of Designation, which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Exhibits

Exhibit No.		Description
3.1		Series B Certificate of Designation
10.1		Amendment No. 1, dated July 2, 2025, to Securities Purchase Agreement dated June 13, 2025
10.2		Form of Exchange Agreement, dated July 2, 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

When does proxy voting for Sonim (SONM) close?

Voting closes on 17 July 2025 at 11:59 p.m. Eastern Time.

Which proxy card should Sonim shareholders use?

The company requests votes be cast on the WHITE proxy card included with the definitive proxy statement.

Who can assist with questions about voting SONM shares?

Sonim's proxy solicitor Sodali can be reached at (800) 662-5200 or SONM@investor.sodali.com for shareholder assistance.

Is there an active transaction involving Sonim Technologies?

Yes, Sonim references a non-binding LOI with Orbic, but no definitive agreement or terms have been announced.

Where can investors access Sonim’s definitive proxy statement?

Free copies are available on the SEC website (www.sec.gov) and Sonim’s investor-relations site at https://ir.sonimtech.com/sec-filings/all-sec-filings.

What are the key risks highlighted in the filing?

Risks include deal failure, Nasdaq-listing challenges, potential reverse split, proxy-contest outcomes, and litigation related to the proposed transaction.