S-1/A: Safety Shot Navigates Financial Challenges and Strategic Acquisitions Amidst Nasdaq Listing Concerns

Safety Shot, Inc. is actively pursuing strategic acquisitions and product development for its Sure Shot dietary supplement, while grappling with significant accumulated deficits, ongoing litigation, and a Nasdaq minimum bid price deficiency.

Summary

• Safety Shot, Inc. (formerly Jupiter Wellness Inc.) has transitioned its core business to focus on the Sure Shot Dietary Supplement, an over-the-counter drink designed to reduce blood alcohol content, discontinuing its previous wellness product lines.
• The company completed the asset purchase of the Safety Shot Dietary Supplement from GBB Drink Lab, Inc. in August 2023, acquiring intellectual property, trade secrets, and trademarks.
• E-commerce sales of the Sure Shot Dietary Supplement began in December 2023, with expansion into Big Box retail stores like BevMo! in Q2 2024.
• Safety Shot completed clinical trials for the Sure Shot Dietary Supplement from January 29, 2024, through June 10, 2024, demonstrating a statistically significant reduction in Blood Alcohol Content (p=.002) within 30 minutes among participants.
• The company reported an accumulated deficit of $120,417,280 as of March 31, 2025, and $115,090,347 as of December 31, 2024, raising substantial doubt about its ability to continue as a going concern.
• Net cash flow used in operations was $4,628,114 for the three months ended March 31, 2025, and $18,089,748 for the year ended December 31, 2024.
• Safety Shot received a Nasdaq notice on January 2, 2025, regarding non-compliance with the $1.00 minimum bid price requirement, with a compliance period until July 1, 2025.
• The company entered into a definitive Arrangement Agreement on January 7, 2025, to acquire Yerbae Brands Corp. for 20,000,000 shares of Safety Shot common stock, aiming to expand its beverage portfolio.
• Several significant legal settlements and financing agreements were executed in late 2024 and early 2025, including a $14.58 million liabilities settlement program with Silverback Capital Corporation and a $5.25 million settlement with Bigger Capital involving cash, convertible notes, and warrants.
• As of May 29, 2025, the company had 75,176,604 shares of common stock outstanding, with a last reported sale price of approximately $0.3497 per share on May 28, 2025.

Sentiment

Score: 3

Explanation: The company faces severe financial distress, evidenced by a going concern opinion, substantial accumulated deficits, and negative cash flow. While there are positive developments in product efficacy and strategic acquisitions, these are overshadowed by significant financial instability and Nasdaq listing concerns. The numerous legal settlements and ongoing capital raises, while necessary, highlight a challenging operational and financial environment.

Positives

• Successful completion of clinical trials for the Sure Shot Dietary Supplement, demonstrating a statistically significant reduction in Blood Alcohol Content (p=.002) within 30 minutes.
• Strategic acquisition of Yerbae Brands Corp. is underway, which is expected to expand the company's product portfolio and market reach in the plant-based beverage sector.
• The company has successfully settled multiple significant legal disputes, including actions with 3i LP, Bigger Capital, Intracoastal Capital, LLC, Alta Partners, LLC, and Coachella Music Festival, LLC, reducing potential liabilities.
• The Sure Shot Dietary Supplement is manufactured in a GMP-adhering facility, ensuring high quality and safety standards.
• The company holds key patents for its Sure Shot Dietary Supplement, including US 10,028,991 B2 (expiring November 5, 2035) and a new patent application (US 18/395,565) for the current formulation.
• Management has established incentive bonuses for Q1/Q2 2025 and Q3/Q4 2025 based on achieving combined revenues of $500,000 and $1,000,000 respectively, aligning executive compensation with performance goals.

Negatives

• The company's auditor has indicated substantial doubt about its ability to continue as a going concern due to recurring net losses and significant cash flow used in operations.
• Safety Shot reported a substantial accumulated deficit of $120,417,280 as of March 31, 2025, and negative working capital of $5,153,844.
• The company received a Nasdaq notice on January 2, 2025, for failing to meet the minimum $1.00 bid price requirement, risking delisting if compliance is not regained by July 1, 2025.
• Net loss from continuing operations was $(5,326,933) for the three months ended March 31, 2025, and $(48,411,830) for the year ended December 31, 2024.
• Sales revenue for the three months ended March 31, 2025, was $42,101, a significant decrease from $170,732 in the same period of 2024.
• The company incurred a gross profit loss of $(2,445,757) for the year ended December 31, 2024, and a gross profit of only $20,989 for the three months ended March 31, 2025.
• Significant legal expenses are ongoing, with multiple lawsuits filed against the company, including one from Sabby Volatility Warrant Master Fund Ltd. seeking substantial damages.
• The company's reliance on third-party manufacturers and suppliers introduces risks related to quality control, supply chain disruptions, and compliance with health and safety standards.
• The Sure Shot Dietary Supplement's self-affirmed GRAS status could be challenged by the FDA, potentially requiring costly drug approval processes and limiting marketability.
• The company's intellectual property, including key patents, has limited life spans, with one patent (US 9,186,350 B2) already expired in December 2023.

Risks

• Inability to keep up with rapid technological changes may render products obsolete.
• Intense competition in the health and wellness and beverage markets from companies with greater resources could lead to loss of market share and revenues.
• Failure to develop and maintain brand and reputation due to negative customer experiences or delivery issues could materially harm business.
• Adverse changes in government regulations or failure to comply with existing laws (e.g., FDA, FTC, California Proposition 65) could increase costs, limit sales, or result in enforcement actions.
• Dependence on key personnel, with potential harm to business from turnover or inability to attract and retain skilled staff.
• Products may not meet health and safety standards or could become contaminated, leading to recalls, liability claims, and negative publicity.
• Product liability and related risks from the use of products, especially given the combination of ingredients and potential interactions with other substances, could lead to significant insurance and loss expenses.
• Inability to create and expand brand awareness effectively due to competitive landscape and regulatory limitations on advertising and labeling.
• Failure to successfully develop and introduce new products in a timely and cost-effective manner, or to accurately predict market transitions.
• Adverse publicity associated with products or ingredients, or similar products, could diminish public perception and sales.
• Identification of serious adverse or undesirable side effects during product development could lead to abandonment or limitation of commercialization efforts.
• Delays or difficulties in enrolling subjects for clinical trials could increase costs, delay product advancement, or terminate trials.
• Uncertainty regarding the adequacy or affordability of product liability insurance coverage in the future.
• Inability to establish or maintain relationships with licensees or collaborators for sales, marketing, and distribution, or to build effective in-house capabilities.
• Natural disasters, pandemics, or other events beyond control could disrupt operations and negatively affect the business.
• Limited operating history makes it difficult for investors to evaluate future prospects, with current expense levels based largely on estimates rather than experience.
• The company's accountant has indicated substantial doubt about its ability to continue as a going concern, dependent on raising additional capital.
• Raising additional capital may cause significant dilution to existing stockholders, impose restrictive covenants, or require relinquishing rights to technologies.
• Potential for rapid growth and entry into new markets may strain resources and management, leading to operating inefficiencies.
• Changes in tax laws and unanticipated tax liabilities could adversely affect the effective income tax rate and profitability.
• Substantial costs may be incurred from litigation or other proceedings related to patent and intellectual property rights, with a risk of infringement or misappropriation.
• The intellectual property behind products may include unpublished know-how dependent on key individuals, and existing intellectual property protection eventually expires.
• The company's common stock may become subject to SEC's penny stock rules, making trading difficult and depressing market price.
• Certain stockholders hold a significant percentage of voting securities, which could reduce the ability of minority stockholders to effect corporate actions.
• Anti-takeover provisions in the company's charter and bylaws may prevent or frustrate attempts by stockholders to change the board or management.
• Issuance of additional common or preferred stock may cause common stock price to decline.
• Regulatory changes or actions, including those related to cryptocurrencies, could adversely affect business.
• Ongoing military conflicts (Ukraine, Israel-Hamas) could adversely impact financial markets and the company's ability to raise financing.

Future Outlook

Safety Shot, Inc. plans to expand its Sure Shot Dietary Supplement product line by developing new flavors and a powdered stick pack version. The company intends to conduct additional research studies to assess varying dosages against body weight, gender, and age, examine specific ingredient roles in BAC reduction and enzymatic activity, and explore markers for improving post-alcohol consumption symptoms. The company is actively monitoring its stock price to regain Nasdaq compliance and may consider a reverse stock split. The acquisition of Yerbae Brands Corp. is expected to close, integrating Yerba's plant-based energy drinks and seltzers into Safety Shot's portfolio, with a focus on expanding global presence through licensing and partnerships.

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."
• "We intend to actively monitor the minimum bid price of our common stock and may, as appropriate, consider available options to regain compliance with Rule 5550(a)(2), including undertaking a reverse stock split."
• "Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity."

Industry Context

Safety Shot, Inc. operates in the highly competitive consumer packaged goods (CPG) industry, specifically targeting the health and wellness beverage market with its Sure Shot Dietary Supplement. This market is characterized by rapid change and the constant introduction of new products. The company's focus on a product designed to reduce blood alcohol content positions it in a niche within the broader functional beverage segment, which is subject to increasing scrutiny from public health officials regarding ingredients and claims. The industry also faces challenges related to supply chain management, raw material pricing, and evolving consumer preferences for health-conscious products. The company's strategy of discontinuing legacy wellness products and focusing on Sure Shot, alongside the acquisition of Yerbae Brands Corp., indicates a pivot towards a more specialized and potentially higher-growth segment of the beverage market, aligning with trends towards plant-based and functional drinks.

Comparison to Industry Standards

• The company's clinical trial results for Sure Shot Dietary Supplement, showing a statistically significant reduction in BAC (p=.002), suggest a potentially effective product in its niche, though direct comparisons to established industry benchmarks for alcohol reduction supplements are not provided.
• The company's financial performance, characterized by significant accumulated deficits and negative cash flow from operations, falls below typical industry standards for established, profitable CPG companies.
• The Nasdaq minimum bid price deficiency indicates a market valuation below the standards for continued listing on a major exchange, contrasting with more stable, larger beverage companies.
• The company's reliance on outsourced manufacturing in India and the US is a common practice in the CPG industry, but the document does not provide specific comparative metrics on manufacturing efficiency or cost-effectiveness against industry leaders like Coca-Cola or PepsiCo.
• The acquisition of Yerbae Brands Corp. for 20 million shares of common stock, while strategic, is a relatively small-scale transaction compared to major M&A activities seen in the global beverage industry, such as Keurig Dr Pepper's acquisition of smaller brands or PepsiCo's investments in functional beverages.

Management Changes

Corporate Governance

Legal Proceedings

• A lawsuit filed by Intracoastal Capital, LLC on November 30, 2023, alleging breach of a common stock warrant and seeking at least $2 million in damages, was settled on January 14, 2025, with the company agreeing to issue common stock valued at $875,000 and a cash payment of $175,000.
• Sabby Volatility Warrant Master Fund Ltd. filed a lawsuit on September 5, 2023, alleging breach-of-contract, promissory estoppel, and negligent misrepresentation related to a delayed spin-off; this case was dismissed with prejudice on September 23, 2024, but Sabby filed an appeal on October 10, 2024.
• Sabby Volatility Warrant Master Fund Ltd. filed a second lawsuit on February 9, 2024, alleging improper refusal to honor a warrant exercise, seeking at least $750,000 in compensatory damages and $600,000 in liquidated damages.
• 3i LP filed a lawsuit on January 16, 2024, alleging denial of warrant exercise and seeking approximately $380,000 in damages, which was settled in April 2025 with the company agreeing to provide $400,000 in common stock.
• Bigger Capital Fund, L.P. filed a lawsuit on January 10, 2024, seeking $3 million in compensatory damages and $4 million in liquidated damages related to a warrant, which was settled on January 20, 2025, through a comprehensive agreement involving a cash payment of $375,000, issuance of secured and convertible notes totaling $5.25 million, and 5,332,889 warrants.
• Alta Partners, LLC filed a lawsuit on January 18, 2024, alleging breach of contract and other claims related to a warrant, which was settled on January 29, 2025, for a payment of $350,000.
• The company filed a lawsuit against Capybara Research and Igor Appelboom on December 8, 2023, for securities fraud and tortious interference, resulting in a Default Judgment awarded to the company on March 18, 2024, and a separate settlement with Accretive Capital LLC d/b/a Benzinga for retraction of a defamatory article.
• Coachella Music Festival, LLC filed a lawsuit on January 19, 2024, for trademark infringement, which was settled on February 26, 2024, with the company agreeing to terminate related activities, a permanent injunction, and a monetary payment that was not materially adverse.

Related Party Transactions

• The company entered into a loan agreement with Yerbae Brands Corp. on September 23, 2024, agreeing to provide up to $500,000, and a Letter of Intent on December 10, 2024, to fund up to $3,000,000 in Yerbae payables, with $525,000 paid towards this commitment as of March 31, 2025.
• The company entered into a Securities Purchase Agreement with Core 4 Capital Corp. on August 30, 2024, for the purchase of shares and warrants, noting that the company's President, Jordan Schur, is a 15% owner of Core 4, and other shareholders are members of his immediate family.
• The Core 4 Consulting Agreement, entered on September 23, 2024, and extended on April 4, 2025, involves Core 4 Capital Corp. providing services for restricted stock, with Core 4 shareholders including members of Jordan Schur's immediate family.
• A significant shareholder of the company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement on January 20, 2025.
• Yerba Brands Corp. entered into loan agreements with a director of the company on July 1, 2024, for $330,000, and on August 26, 2024, for $24,000.

Stakeholder Impact

• **Shareholders**: Face significant dilution risk from ongoing and planned capital raises, including the Liabilities Settlement Program and various private placements. The Nasdaq listing deficiency poses a risk of delisting, which could negatively impact liquidity and share price. The accumulated deficit and going concern warning indicate substantial financial risk to their investment.
• **Employees**: Employment agreements for key management (CEO, President, Executive Chairman, CFO) include base salaries, restricted stock awards, and incentive bonuses, aiming to retain talent. However, the company's going concern status could create uncertainty regarding job security and long-term stability.
• **Customers**: The focus on the Sure Shot Dietary Supplement and its positive clinical trial results may benefit customers seeking alcohol reduction products. Continued product development and adherence to GMP standards aim to ensure product quality and safety.
• **Suppliers**: The company maintains a diverse network of raw material suppliers and outsources manufacturing, which could provide stability. However, the company's financial challenges and reliance on financing could impact its ability to meet payment obligations to suppliers.
• **Creditors**: The company has substantial convertible notes and other payables, and has entered into complex settlement agreements with creditors (e.g., Bigger Capital, Silverback Capital) involving cash payments, convertible notes, and equity, indicating efforts to manage debt but also highlighting significant financial obligations.

Next Steps

• Continue to develop new flavors for Sure Shot Dietary Supplement (4 oz. and Stick Pack SKUs).
• Conduct additional research studies on Sure Shot Dietary Supplement dosages, ingredient roles in BAC reduction, and effects on post-alcohol consumption symptoms.
• Work with the Center for Applied Health Sciences (CAHS) to sponsor and conduct future studies.
• Actively monitor the common stock bid price and consider options, including a reverse stock split, to regain Nasdaq compliance by July 1, 2025.
• Proceed with the acquisition of Yerbae Brands Corp., subject to court, stockholder, and shareholder approvals, and other customary closing conditions.
• Continue to implement the Liabilities Settlement Program with Silverback Capital Corporation, including seeking Court approval for the Liability Amount and terms.
• File a registration statement for shares related to the Bigger Settlement Agreement and maintain its effectiveness.
• Continue to utilize the at-the-market offering facility with Maxim Group LLC to raise capital.
• Address ongoing legal proceedings, including the appeal by Sabby Volatility Warrant Master Fund Ltd. and the second lawsuit from Sabby.

Key Dates

Recommendation

Keywords

Dietary Supplement, Alcohol Reduction, Consumer Packaged Goods, CPG, Health and Wellness, SEC Filing, S-1/A, NASDAQ, Going Concern, Clinical Trials, Intellectual Property, Patents, Capital Raise, Litigation, Acquisition, Yerbae Brands Corp., Sure Shot, Jupiter Wellness