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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): September 5, 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 |
|
|
|
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Appointment
of New Director
On
September 5, 2025, the Board of Directors (the “Board”) of Safety Shot, Inc. (the “Company”) appointed
Mitchell Rudy as a director to serve until the Company’s 2026 Annual Meeting of Shareholders. Mr. Rudy will receive compensation
consistent with the Company’s non-employee directors.
On
August 25, 2025, the Company entered into a Securities Purchase Agreement with Lucky Dog Holdings, a company founded and controlled by
Mr. Rudy, for a private investment in public equity of 51,921,080 shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”), at a purchase price of $0.4815 per share. The aggregate purchase price was $25,000,000, which
was paid in the form of BONK tokens. The transaction was approved by the Board by unanimous written consent on August 25, 2025. This
transaction closed on August 29, 2025.
On
August 8, 2025, the Company entered into a Securities Purchase Agreement (the “August 8 Securities Purchase Agreement”)
with Lucky Dog Holdings, a company founded and controlled by Mr. Rudy for a private investment in public equity of 35,000 shares of the
Company’s Series C Preferred Stock (the “Series C Preferred”) at a purchase price of $25,000,000, which was
paid in the form of BONK tokens. The conversion price of the Series C Preferred is $1.081, which results in the total number of shares
Common Stock
into which such 35,000 shares of Series C Preferred can be converted is 32,377,428 shares of Common Stock. The August 8 Securities Purchase
Agreement provides for the designation of Mr. Rudy as a member of the Board of the Company. On August 8, 2025, the Company also entered
into a Revenue Sharing Agreement (the “Revenue Sharing Agreement”) with Lucky Dog Holdings, for 100,000 shares of
Series C Preferred in exchange for an amount equal to 10% of all gross revenue of LetsBonk.fun in perpetuity. The total number of shares
of Common Stock into which such 100,000 shares of Series C Preferred can be converted into is 92,506,938 shares of Common Stock. These
transactions were approved by the Board by unanimous vote on August 5, 2025.
Mr.
Rudy does not have any family relationships with any of the Company’s directors or executive officers.
Item
7.01 Regulation FD Disclosure.
On
September 5, 2025, the Company issued a press release announcing Mr. Rudy’s appointment to the Board as discussed in Item 5.02
of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Press Release announcing appointment of Mitchell Rudy as a director |
| 104 |
|
Cover
Page Interactive Data File (embedded within 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:
September 9, 2025
| SAFETY
SHOT, INC. |
|
| |
|
|
| By:
|
/s/
Jarrett Boon |
|
| |
Jarrett
Boon |
|
| |
Chief
Executive Officer |
|
