S-1/A: Safety Shot Eyes Expansion with Yerbae Brands Acquisition; Files for Share Resale

Safety Shot, Inc. announces a proposed acquisition of Yerbae Brands Corp. while simultaneously registering for the resale of nearly 24 million shares of its common stock.

Summary

• Safety Shot, Inc., formerly Jupiter Wellness Inc., is set to acquire Yerbae Brands Corp., pending shareholder and regulatory approvals.
• The acquisition involves Safety Shot issuing 20,000,000 shares of its common stock for all outstanding Yerbae shares.
• The company has filed a registration statement for the resale of 23,885,404 shares of its common stock by selling stockholders.
• These shares include those underlying convertible notes and warrants issued to Bigger Capital LLC as part of a settlement agreement, and shares issued to Intracoastal Capital, LLC as part of another settlement.
• Safety Shot will not receive proceeds from the sale of shares by the selling stockholders, but will receive proceeds from the exercise of warrants.
• The company is pursuing new product formats and formulations for its Sure Shot Dietary Supplement, including powdered stick packs and smaller 4-ounce versions.
• Additional research studies are planned for Q2 and Q3 of 2025 to assess varying dosages of the Sure Shot Dietary Supplement and its effects on alcohol metabolism.
• The company is also developing new flavors for its current SKUs and plans to conduct additional research studies.
• The company is actively monitoring the minimum bid price of its common stock to maintain its Nasdaq listing and may consider a reverse stock split.

Sentiment

Score: 4

Explanation: The document presents a mixed outlook. While the acquisition of Yerbae Brands Corp. and new product development efforts are positive, the company's financial losses, Nasdaq listing deficiency, and ongoing litigation raise concerns.

Positives

• The acquisition of Yerbae Brands Corp. could expand Safety Shot's product portfolio and market reach.
• The company is actively developing new product formats and formulations for its Sure Shot Dietary Supplement.
• The company is committed to further research and development to improve its products.
• The company has settled legal disputes with Bigger Capital LLC and Intracoastal Capital, LLC.
• The company has entered into a consulting agreement with Blue Capital S.A., LLC to provide services for a five-year term.

Negatives

• The company has a history of net losses and negative cash flow from operations, raising concerns about its ability to continue as a going concern.
• The company received a notice from Nasdaq regarding non-compliance with the minimum bid price requirement.
• The company is involved in ongoing litigation, which could result in significant costs.
• The company is dependent on key personnel, and turnover of key senior management could harm the business.
• The company relies on third parties to manufacture and supply its products, which may harm the business, financial condition and operating results.

Risks

• The company may not be able to keep up with rapid technological changes, potentially making its products obsolete.
• The company faces competition in the wellness and dietary supplement market.
• The company's products may not meet health and safety standards or could become contaminated.
• The company may face product liability claims if the use of its products results in illness or injury.
• The company may not be able to establish relationships with licensees or collaborators to carry out sales, marketing, and distribution functions.
• The company faces business disruption and related risks resulting from the recent pandemic of COVID-19.
• The company has a limited operating history upon which investors can evaluate its future prospects.
• The company's products and manufacturing activities are subject to extensive government regulation.
• The company's reliance on third parties to manufacture and supply its products, including the Sure Shot Dietary Supplement, may harm its business, financial condition and operating results.
• The company may not meet its product development and commercialization milestones.
• The company's operations in international markets involve inherent risks that it may not be able to control.
• The company's accountant has indicated doubt about its ability to continue as a going concern.
• The company's potential for rapid growth and its entry into new markets make it difficult for it to evaluate its current and future business prospects.
• The company may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.
• The company is an emerging growth company and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make its common stock less attractive to investors.
• The requirements of being a public company may strain the company's resources and distract its management, which could make it difficult to manage its business, particularly after it is no longer an emerging growth company.
• The company has broad discretion in the use of the net proceeds from any offerings and may not use them effectively.
• Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.
• Certain of the company's stockholders hold a significant percentage of its outstanding voting securities, which could reduce the ability of minority stockholders to effect certain corporate actions.
• If securities or industry analysts publish inaccurate or unfavorable research about the company's business, its stock price could decline.
• The company does not intend to pay dividends for the foreseeable future.
• The company's Second Amended and Restated Certificate of Incorporation contains an exclusive forum provision for certain claims, which could limit its stockholders ability to obtain a favorable judicial forum for disputes with it or its directors, officers or employees.
• The company's issuance of additional common stock or preferred stock may cause its common stock price to decline, which may negatively impact your investment.
• Anti-takeover provisions in the company's charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the company difficult.
• The company's common stock may become subject to the SECs penny stock rules and accordingly, broker-dealers may experience difficulty in completing customer transactions and trading activity in its securities may be adversely affected.

Future Outlook

The company plans to continue developing new flavors and formulations for its Sure Shot Dietary Supplement and conduct additional research studies in Q2 and Q3 of 2025.

Industry Context

The announcement reflects a trend of consolidation in the beverage and wellness industries, with companies seeking to expand their product offerings and market presence through acquisitions.

Comparison to Industry Standards

• It is difficult to compare Safety Shot's results to industry standards due to its unique product and limited operating history.
• However, the company's financial performance can be benchmarked against other emerging growth companies in the consumer packaged goods sector.
• The company's research and development efforts can be compared to those of other companies in the dietary supplement industry.

Legal Proceedings

• The company is involved in ongoing litigation with Sabby Volatility Warrant Master Fund Ltd., 3i LP, Coachella Music Festival, LLC, and Capybara Research.
• The company settled legal disputes with Bigger Capital LLC and Intracoastal Capital, LLC.

Related Party Transactions

• The company entered into a loan agreement with a director of the company.
• The company's President, Jordan Schur is a 15% owner of Core 4 Capital Corp.

Stakeholder Impact

• The acquisition of Yerbae Brands Corp. could benefit shareholders through increased growth potential.
• The company's financial losses and Nasdaq listing deficiency could negatively impact shareholder value.
• The company's employees could be affected by the acquisition and any potential restructuring.
• The company's customers could benefit from new product offerings and improved services.

Next Steps

• The company needs to obtain shareholder and regulatory approvals for the acquisition of Yerbae Brands Corp.
• The company needs to regain compliance with Nasdaq minimum bid price requirement by July 1, 2025.
• The company needs to defend itself in ongoing litigation.
• The company intends to perform the additional research studies in Q2 and Q3 of 2025.

Key Dates

Keywords

Safety Shot, Yerbae Brands, Acquisition, Resale, Common Stock, Convertible Notes, Warrants, Settlement Agreement, Dietary Supplement, Nasdaq, Listing Deficiency, Bigger Capital, Intracoastal Capital