SCHEDULE: Lucky Dog Holdings Takes 19.99% Stake in Safety Shot
Change of Beneficial Ownership
Lucky Dog Holdings has acquired a significant stake in Safety Shot, Inc. through a $25 million BONK token investment and a revenue sharing agreement.
Summary
- Lucky Dog Holdings (LDH), an exempted company incorporated in the Cayman Islands, has acquired 135,000 shares of Series C Convertible Preferred Stock in Safety Shot, Inc.
- The acquisition involved $25,000,000 in BONK tokens for 35,000 shares of Series C Preferred Stock via a Securities Purchase Agreement.
- An additional 100,000 shares of Series C Convertible Preferred Stock were acquired in exchange for an amount equal to ten percent (10%) of all gross revenue of LETSBONK, through a Revenue Sharing Agreement.
- Each Series C Preferred Stock has a stated value of $1,000 and is convertible into Common Stock at a price of $1.081 per share.
- Currently, 27,481 shares of Series C Preferred Stock are convertible, representing 25,422,072 common shares, which constitutes 19.99% of the Issuer's common stock.
- The remaining 107,519 shares of Series C Preferred Stock will be convertible into Common Stock following stockholder approval.
- LDH intends to acquire a controlling interest in Safety Shot, Inc. and has the right to elect 50% of the directors, with plans to appoint an additional independent director.
- The date of the event requiring this filing was August 19, 2025.
Sentiment
Score: 7
Explanation: The significant capital injection and strategic partnership are strong positives for Safety Shot's financial health and strategic direction. However, the impending shift in corporate control and potential for substantial dilution for existing common shareholders introduce complexities and risks that warrant careful consideration.
Positives
- Safety Shot, Inc. received a significant capital injection of $25,000,000 through the sale of Series C Preferred Stock.
- The company secured a potential ongoing revenue stream from the Revenue Sharing Agreement, providing 10% of LETSBONK's gross revenue.
- The strategic investment by Lucky Dog Holdings indicates confidence in Safety Shot's future and provides a strong partner.
- The transaction strengthens the company's balance sheet and provides resources for future operations and growth.
Negatives
- The full conversion of Series C Preferred Stock, particularly the 107,519 shares, is contingent on stockholder approval, introducing uncertainty.
- The conversion of preferred shares into common stock will result in significant dilution for existing common shareholders.
- Lucky Dog Holdings aims to acquire a controlling interest and elect 50% of the board, which will significantly shift corporate control away from existing common shareholders.
- The use of BONK tokens as consideration introduces cryptocurrency market volatility risk to the transaction's effective value.
Risks
- Stockholder approval is required for the conversion of 107,519 Series C Convertible Preferred Stock shares into common stock.
- The value of the $25,000,000 consideration in BONK tokens is subject to the volatility of cryptocurrency markets.
- Potential for significant dilution of existing common stock upon full conversion of Series C Preferred Stock.
- A shift in corporate control and governance structure as Lucky Dog Holdings acquires a controlling interest and board representation.
Future Outlook
Lucky Dog Holdings intends to acquire a controlling interest in Safety Shot, Inc. and will have the right to elect 50% of the directors, with plans to appoint an additional independent director. The full conversion of 107,519 Series C Preferred shares is subject to future stockholder approval. Lucky Dog Holdings may review, reconsider, and change its position or purpose at any time.
Industry Context
This transaction highlights a growing trend of strategic investments by holding companies seeking significant influence or control in publicly traded entities. The use of cryptocurrency (BONK tokens) as a form of consideration is also notable, reflecting the increasing integration of digital assets into traditional financial transactions, particularly in sectors open to innovative financing structures.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | N/A | 50% of directors to be elected by LDH, plus one additional independent director | Future (subject to stockholder consent) | Lucky Dog Holdings acquiring a controlling interest and exercising its right to board representation as a Series C Convertible Preferred Stock holder. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition and Control | Lucky Dog Holdings will acquire a controlling interest in the Issuer and has the right to elect 50% of the directors, with plans to appoint an additional independent director. | Future (subject to stockholder consent) | This will lead to a significant shift in corporate control and governance, giving Lucky Dog Holdings substantial influence over the company's strategic decisions and operations. |
Stakeholder Impact
- Shareholders: Potential for significant dilution of common stock upon full conversion of preferred shares. Shift in corporate control and governance structure.
- Company: Strengthened financial position due to capital infusion. Strategic partnership with Lucky Dog Holdings and potential new revenue streams. Changes in board composition and strategic direction.
- Creditors: Improved financial stability could enhance creditworthiness.
Next Steps
- Safety Shot, Inc. stockholders will need to approve the conversion of 107,519 Series C Preferred shares into common stock.
- Lucky Dog Holdings will work with the existing Board to appoint an additional independent director to the Issuer's board.
Key Dates
| Date | Description |
|---|---|
| 08/08/2025 | Date of Securities Purchase Agreement and Revenue Sharing Agreement between Issuer and LDH. |
| 08/14/2025 | Date of Form 8-K filing for Securities Purchase Agreement and Revenue Sharing Agreement. |
| 08/19/2025 | Date of event requiring the filing of this statement and Form 8-K filing for Certificate of Designation. |
| 09/23/2025 | Signature date of the Schedule 13D filing by Mitchell Rudy, Director of Lucky Dog Holdings. |
Recommendation
holdThe substantial capital infusion and strategic partnership with Lucky Dog Holdings provide a significant boost to Safety Shot's financial position and strategic direction. However, the impending shift in corporate control, the requirement for stockholder approval for full conversion, and the potential for significant dilution for existing common shareholders introduce considerable uncertainty. Investors should monitor the approval process and the integration of the new controlling interest before making further investment decisions.
Keywords
Safety Shot, Lucky Dog Holdings, Series C Preferred Stock, Convertible Stock, BONK tokens, Revenue Sharing Agreement, Corporate Control, SEC 13D, Beneficial Ownership
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