[SCHEDULE 13D] Safety Shot, Inc. SEC Filing
Lucky Dog Holdings (LDH) has disclosed acquiring convertible preferred stock in Safety Shot, Inc. (SHOTW) that could become meaningful common equity. LDH purchased 135,000 shares of Series C Convertible Preferred Stock for digital and revenue-based consideration, of which 27,481 shares are immediately convertible into common stock at $1.081 per share and 107,519 shares are convertible following stockholder approval. The filing reports an aggregate beneficial ownership equal to 25,422,072 common shares on conversion, representing 19.99% of the class.
The agreements include a Securities Purchase Agreement and a Revenue Sharing Agreement under which LDH used $25,000,000 of BONK tokens to acquire preferred shares and received additional preferred shares tied to LETSBONK gross revenue. LDH states the preferred shares give it the right to elect 50% of the issuer's directors and to work with the board to appoint an independent director, subject to stockholder consent.
- Near-20% economic stake reported upon conversion (25,422,072 shares, representing 19.99% of the class).
- Governance influence via rights to elect 50% of directors and to appoint an additional independent director.
- Innovative consideration structure using BONK tokens and revenue-sharing, aligning part of consideration with future platform revenue.
- Majority of preferred shares (107,519) are not currently convertible and require stockholder approval to convert into common stock.
- Conversion and control are conditional, creating uncertainty until shareholder approval is obtained.
- Potential dilution to existing shareholders upon conversion of preferred shares if approved.
Insights
TL;DR: LDH obtained near-20% economic exposure and convertible control rights via token and revenue-based consideration.
LDH's transaction blends crypto-denominated consideration and a revenue-linked issuance, creating a concentrated potential equity stake (19.99% on conversion). The immediate conversion of 27,481 shares at $1.081 implies a defined conversion price and a clear pathway to common equity pending shareholder approvals for the remainder. The combination of preferred stock with director election rights is material: it can influence governance and strategic direction if conversions and board seats are effected. Monitor shareholder approval outcomes and dilution metrics tied to conversion mechanics.
TL;DR: The deal grants LDH significant governance influence contingent on conversion and stockholder approvals.
LDH's right to elect 50% of directors through Series C Convertible Preferred Stock is a substantial governance lever. However, a large portion of the preferred shares remain non-convertible until stockholder approval, creating a conditional control scenario. The reported intent to cooperate with the existing board and add an independent director is notable, but the filing explicitly reserves LDH's ability to change plans. This structure raises questions about future board composition, potential conflicts of interest, and the timetable for shareholder votes required to unlock full conversion rights.