SHOT.NASDAQSafety Shot, INC
S-1/A: Safety Shot Files for Resale of 23.9 Million Shares Amidst Financial Restructuring and Yerbae Acquisition
Sentiment:
S-1/A Amendment to Registration Statement
Safety Shot, Inc. is registering for resale 23.9 million shares of its common stock, involving Bigger Capital LLC and Intracoastal Capital, while also pursuing strategic initiatives like the acquisition of Yerbae Brands Corp.
Delay expectedThe Amendment to the Bigger Settlement Agreement extended the Effectiveness Deadline of the Registration Statement from April 5, 2025 to May 2, 2025.
Capital raiseThe company may offer and sell shares of its common stock, having an aggregate offering price of up to $5,000,000, from time to time, in its sole discretion, pursuant to the Equity Disbursement Agreement with Maxim Group LLC.The company is considering available options to regain compliance with Rule 5550(a)(2), including undertaking a reverse stock split.
Worse than expectedThe company's net loss increased significantly from 2023 to 2024.The company's auditor has raised doubt about its ability to continue as a going concern.The company's gross profit decreased significantly from 2023 to 2024.
Summary
- Safety Shot, Inc. has filed a registration statement for the resale of up to 23,885,404 shares of its common stock.
- The shares include those underlying convertible notes and warrants issued to Bigger Capital LLC as part of a settlement agreement, as well as shares issued to Intracoastal Capital, LLC, also as part of a settlement.
- The company will not receive any proceeds from the sale of these shares by the selling stockholders, except from the exercise of warrants.
- Safety Shot is also in the process of acquiring Yerbae Brands Corp., pending shareholder and regulatory approvals.
- The company is pursuing various strategic initiatives, including new product development and research studies, while addressing financial challenges and Nasdaq listing requirements.
- Recent developments include settlement agreements with Bigger Capital and Intracoastal Capital, a consulting agreement with Blue Capital S.A., LLC, and a PIPE investment.
- The company received a notice from Nasdaq regarding non-compliance with minimum bid price requirements and is considering options to regain compliance.
Sentiment
Score: 4
Explanation: The document presents a mixed sentiment. While there are positive aspects such as strategic acquisitions and new product development, the significant net losses, auditor's concerns about going concern, and Nasdaq listing deficiency raise concerns about the company's financial stability and future prospects.
Positives
- The company is actively pursuing new product development and research studies to expand its product offerings.
- The company is engaging in strategic acquisitions, such as Yerbae Brands Corp., to grow its business.
- The company has resolved legal disputes through settlement agreements, reducing potential liabilities.
- The company is exploring options to regain compliance with Nasdaq listing requirements.
Negatives
- The company has a significant accumulated deficit of $115,090,347 as of December 31, 2024.
- The company's auditor has raised doubt about its ability to continue as a going concern.
- The company received a Nasdaq notice for non-compliance with minimum bid price requirements.
- The company has been involved in several legal proceedings, indicating potential business risks.
Risks
- The company's ability to continue as a going concern is uncertain due to accumulated deficits and ongoing operational costs.
- The company may face challenges in regaining compliance with Nasdaq listing requirements, potentially leading to delisting.
- The company is subject to government regulations, and unfavorable changes could substantially harm its business and results of operations.
- The company depends heavily on key personnel, and turnover of key senior management could harm our business.
- The company's products may not meet health and safety standards or could become contaminated.
- The company's products may be subject to product liability and related risks that could expose us to significant insurance and loss expenses.
Future Outlook
The company plans to continue developing new flavors and dosages for its Sure Shot Dietary Supplement and conduct additional research studies in Q2 and Q3 of 2025.
Management Comments
- The Management believes that as we continue to expand our product portfolio, we believe that these partnerships with trusted suppliers play a pivotal role in upholding the standards that we expect of our brand.
Industry Context
The company operates in the competitive consumer packaged goods and dietary supplement market, facing competition from numerous companies involved in the production of health and welfare products, including beverages.
Comparison to Industry Standards
- The document does not provide specific comparisons to industry standards or comparable companies.
- The document mentions the company's belief that the Sure Shot Dietary Supplement is a unique product in the liquid dietary supplement market, but does not provide specific benchmarks or comparisons to competitors.
- The document does not provide specific details about the company's market share or competitive positioning relative to other players in the industry.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Chairman of the board of directors | NA | John Gulyas | 2024-12-16 | New Employment Agreement |
| President | NA | Jordon Schur | 2024-12-16 | New Employment Agreement |
| Chief Executive Officer | NA | Jarrett Boon | 2024-12-16 | New Employment Agreement |
| Chief Financial Officer | NA | Danielle De Rosa | 2024-04-22 | New Employment Agreement |
Legal Proceedings
- The company is involved in several legal proceedings, including lawsuits filed by Sabby Volatility Warrant Master Fund Ltd., 3i LP, Coachella Music Festival, LLC, and a lawsuit against Capybara Research and Igor Appelboom.
- The company has settled some of these legal proceedings, including the lawsuit filed by Intracoastal Capital, LLC, and the lawsuit filed by Coachella Music Festival, LLC.
- The company is vigorously defending itself against the remaining claims and does not believe that the ultimate disposition or resolution of these litigations will have a material adverse effect on the company's financial position, results of operations, or liquidity.
Related Party Transactions
- The Companys President, Jordan Schur is a 15% owner of Core 4 Capital Corp. but is not an officer or director of this entity.
- Other shareholders of Core 4 are also members of Mr. Schurs immediate family (but not dependents).
Stakeholder Impact
- The resale of common stock may dilute existing shareholders' ownership.
- The acquisition of Yerbae Brands Corp. could impact shareholders, employees, and customers of both companies.
- The company's financial challenges and Nasdaq listing deficiency could affect investor confidence and stock price.
Next Steps
- The company needs to regain compliance with Nasdaq minimum bid price requirements by July 1, 2025.
- The company needs to obtain shareholder and regulatory approvals for the acquisition of Yerbae Brands Corp.
- The company intends to perform additional research studies on its Sure Shot Dietary Supplement in Q2 and Q3 of 2025.
- The company needs to file a registration statement for shares of the Companys Common Stock equal to 150% of the shares initially issuable upon exercise of the Bigger Notes.
Key Dates
| Date | Description |
|---|---|
| 2020-01-01 | Start date for Economic Injury Disaster Loan Program |
| 2020-12-31 | End date for Economic Injury Disaster Loan Program |
| 2022-04-20 | Date of Convertible Promissory Notes |
| 2023-01-18 | Date of PIPE Agreement |
| 2023-01-20 | Date of RDAgreement |
| 2023-05-31 | Date of Stock Exchange Agreement with SRM Entertainment |
| 2023-06-27 | Date of Restricted Common Stock Agreement with Chijet |
| 2023-08-14 | Date of SRM Entertainment IPO |
| 2024-01-14 | Date of Intracoastal Settlement Agreement |
| 2024-01-20 | Date of Bigger Settlement Agreement |
| 2024-01-29 | Start date for clinical trials of Sure Shot Dietary Supplement |
| 2024-04-04 | Date of Securities Purchase Agreement with Core 4 Capital Corp. |
| 2024-04-22 | Date of Danielle De Rosa Employment Agreement |
| 2024-06-10 | End date for clinical trials of Sure Shot Dietary Supplement |
| 2024-06-27 | Date of Securities Purchase Agreement with Core 4 Capital Corp. |
| 2024-08-30 | Date of Securities Purchase Agreement with Core 4 Capital Corp. |
| 2024-09-23 | Date of Consulting Agreement with Core 4 Capital Corp. |
| 2024-09-24 | Date of Separation and Exchange Agreement with Caring Brands, Inc. |
| 2024-12-06 | Date of Equity Disbursement Agreement with Maxim Group LLC |
| 2024-12-16 | Date of Management Employment Agreements (Gulyas, Schur, Boon) |
| 2025-01-02 | Date of Nasdaq Listing Deficiency Notice |
| 2025-01-07 | Date of Arrangement Agreement with Yerbae Brands Corp. |
| 2025-01-14 | Date of Intracoastal Settlement Agreement |
| 2025-01-17 | Date of PIPE Investment |
| 2025-01-18 | Date of Consulting Agreement with Blue Capital S.A., LLC |
| 2025-01-20 | Date of Bigger Settlement Agreement |
| 2025-04-01 | Date of Amendment to the Bigger Settlement Agreement |
| 2025-04-03 | Date of Prospectus |
| 2025-04-04 | Date of Prospectus |
| 2025-07-01 | Deadline to regain compliance with Nasdaq minimum bid price requirement |
Keywords
Safety Shot, Yerbae Brands, Resale, Common Stock, Convertible Notes, Warrants, Settlement Agreement, Acquisition, Nasdaq, Bigger Capital, Intracoastal Capital, Dietary Supplement
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.