8-K: Safety Shot Inc. Secures $250,000 in Private Placement to Bolster Working Capital

Safety Shot, Inc. entered into a Securities Purchase Agreement to sell 641,000 shares at $0.39 per share, raising $250,000 from an accredited investor.

Summary

• Safety Shot, Inc. has entered into a Securities Purchase Agreement (SPA) with an accredited investor.
• The agreement involves the purchase of 641,000 shares (PIPE Shares) at a negotiated price of $0.39 per share.
• This private placement will generate gross proceeds of $250,000 for the company.
• The SPA was executed on May 9, 2025.
• The securities being offered are registered under an effective registration statement from November 9, 2022.
• The shares will be issued without restrictions on sale.
• The closing is expected to occur within two business days of the agreement date, subject to customary closing conditions.
• The investor's purchase is capped at 4.99% of the outstanding common stock to prevent exceeding beneficial ownership limits.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The company is securing additional funding, which is generally a good sign. However, the dilution of existing shares and the reliance on a single investor temper the overall positive outlook.

Positives

• The $250,000 capital injection will bolster Safety Shot's working capital.
• The shares are being offered under an already effective registration statement, simplifying the issuance process.
• The agreement includes standard indemnification clauses protecting the purchaser.
• The company retains flexibility in using the proceeds for general corporate purposes, including potential acquisitions.

Negatives

• The issuance of new shares will dilute existing shareholders' equity.
• The negotiated price of $0.39 per share represents a discount to the previous day's closing price of $0.40 per share.
• The company is reliant on a single investor for this round of funding.

Risks

• Dilution of existing shareholders' equity due to the issuance of new shares.
• Market conditions could impact the effectiveness of the capital raise.
• Failure to meet ongoing filing requirements with the SEC could trigger penalties.
• The investor could be negatively impacted by the company's failure to maintain current public information.

Future Outlook

The company intends to use the net proceeds from the sale of securities for general corporate purposes, including working capital and potential acquisitions.

Management Comments

• Jarrett Boon, Chief Executive Officer, signed the report on behalf of Safety Shot, Inc.

Industry Context

Private placements are a common method for companies, especially smaller ones, to raise capital without the complexities and costs associated with a public offering. This allows Safety Shot to quickly secure funding to support its operations and growth initiatives.

Comparison to Industry Standards

• The discount of approximately 2.5% to the previous day's closing price is within the typical range for private placements, which often include a discount to incentivize investment.
• Comparable companies in the beverage industry, such as Jones Soda Co. or National Beverage Corp., have also utilized private placements to fund growth initiatives.
• The size of the offering, $250,000, is relatively small compared to larger, more established companies, but is typical for smaller companies seeking to raise capital quickly.

Stakeholder Impact

• Shareholders will experience dilution of their ownership due to the issuance of new shares.
• The company's employees and customers may benefit from the increased financial stability and potential growth opportunities.
• The investor will gain a stake in the company and potentially benefit from its future success.

Next Steps

• The closing of the transaction is expected to occur within two business days.
• The company will apply to list the newly issued shares on the Nasdaq Capital Market.
• Safety Shot, Inc. will use the proceeds for general corporate purposes, including working capital and potential acquisitions.

Key Dates

Keywords

Securities Purchase Agreement, Private Placement, Safety Shot Inc., Capital Raise, PIPE Shares, Accredited Investor, Common Stock, Dilution, Working Capital