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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 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 |
|
