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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): June 30, 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
Securities
Purchase Agreement
On
June 30, 2025, Safety Shot, Inc., (the “Company”) entered into a Securities Purchase Agreement (the “SPA”)
with one accredited investor (the “Investor”) for the purchase of 1,000,000 shares (the “PIPE Shares”) for gross
proceeds of $250,000 at a negotiated price of $0.25 per share which represents a discount of 20% off of the closing price on June 27, 2025.
The
Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions
of the terms of the Agreements is qualified in its entirety by reference to such exhibit.
Item
8.01. Other Events
As
reported on Current Event Form 8-K on May 7, 2025, on May 2, 2025, the Company entered into an Exchange Agreement (the “Exchange
Agreement”) with Core 4 Capital Corp. (“Core 4”). Pursuant to the Exchange Agreement, Core 4 and the Company have agreed
to the following: (i) to exchange shares of common stock, par value $0.001 (the “Common Stock”) currently owned
by Core 4, for shares of Series A-1 Preferred Stock, par value $0.001 (the “Series A-1 Preferred Stock”).
Subsequently
on June 30, 2025, Core 4 effectuated the exchanged and the Company cancelled of 6,575,025 shares of Common Stock in exchange for 39,933
shares of Series A-1 Preferred Stock.
Item
9.01 Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form
of Securities Purchase Agreement dated June 30, 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 2, 2025
| SAFETY
SHOT, INC. |
| |
|
|
| By: |
/s/
Jarrett Boon |
|
| |
Jarrett
Boon, |
|
| |
Chief
Executive Officer |
|
