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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 9, 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
On July 11, 2025,
Safety Shot, Inc. (the “Company”), entered into a stock purchase agreement, dated July 11, 2025 (the “Stock Purchase
Agreement”), between the Company and an institutional investor (the “Investor”). Pursuant to the Stock Purchase Agreement
the Company sold 500,000 shares of SRM Entertainment, Inc. common stock (the “Shares”) for an aggregate amount of $3,125,000.
The Stock Purchase Agreement contains traditional representations and warranties.
The Form of Stock
Purchase Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K, respectively, and is incorporated herein by reference.
The above descriptions of the terms of the Stock Purchase Agreement is not complete and is qualified in their entirety by reference to
the exhibit.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
January 2, 2025, Safety Shot, Inc., (the “Company”) received a notice from The Nasdaq Stock Exchange (“Nasdaq”)
that the closing bid price for our common stock had been below $1.00 per share for the previous 30 consecutive days, and that we are
therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq
Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). Nasdaq’s Notice has no immediate effect on the listing or trading of our
common stock on the Nasdaq Capital Market.
On
July 9, 2025, the Company received a notification (the “Extension Notice”) from Nasdaq informing the Company that
Nasdaq has granted the Company an additional 180 calendar days, or until [___], 2025, to regain compliance with the minimum closing bid
price requirement under the Rule for continued listing on Nasdaq. The Extension Notice has no immediate effect on the listing of the
Company’s common stock. In connection with its request for an extension, the Company stated that it intends to cure its bid price
deficiency during such additional 180-day period, by effecting a reverse stock split, if necessary.
The
notice indicates that we will have 180 calendar days, until December 29, 2025, to regain compliance with this requirement. We
can regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of our common stock is at least $1.00 per
share for a minimum of ten (10) consecutive business days during the 180-day compliance period.
If
at any time before December 29, 2025, the closing bid price of the Company’s common stock is at least $1.00 per share for
a minimum of ten consecutive business days, Nasdaq will provide written confirmation that the Company has achieved compliance with the
Rule. The Company intends to continue actively monitoring the bid price for its common stock between now and December 29, 2025,
and will consider available options to resolve the deficiency and regain compliance with the Rule, including a reverse stock split if
necessary. If the Company does not regain compliance within the additional compliance period, Nasdaq will provide notice that the Company’s
common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq Hearings Panel.
There is no assurance, however, that the Company will regain compliance.
Exhibits
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Stock Purchase Agreement |
| 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 15, 2025
| SAFETY
SHOT, INC. |
|
| |
|
|
| By: |
/s/
Jarrett Boon |
|
| |
Jarrett
Boon |
|
| |
Chief
Executive Officer |
|
