8-K: Safety Shot Secures $250,000 Through Discounted Share Sale and Restructures Core 4 Capital Holdings

Safety Shot, Inc. announced a private placement of 1,000,000 common shares at a 20% discount to raise $250,000, alongside a strategic exchange of common stock for preferred stock with Core 4 Capital Corp.

Summary

• Safety Shot, Inc. entered into a Securities Purchase Agreement (SPA) on June 30, 2025, with one accredited investor.
• The company sold 1,000,000 shares of common stock (PIPE Shares) for gross proceeds of $250,000.
• The shares were sold at a negotiated price of $0.25 per share, representing a 20% discount off the closing price on June 27, 2025.
• On June 30, 2025, the company also completed an exchange with Core 4 Capital Corp., as per an agreement from May 2, 2025.
• This exchange involved the cancellation of 6,575,025 shares of common stock owned by Core 4 in exchange for 39,933 shares of Series A-1 Preferred Stock.

Sentiment

Score: 6

Explanation: The capital raise provides needed liquidity, and the preferred stock exchange with Core 4 is a positive structural move. However, the 20% discount on the new shares is a notable negative, balancing the overall sentiment to slightly positive.

Positives

• Secured $250,000 in gross proceeds, providing additional capital for general corporate purposes, including working capital and potential acquisitions.
• The exchange of 6,575,025 common shares for preferred stock with Core 4 Capital Corp. reduces the outstanding common stock, potentially mitigating future selling pressure from this large holder.

Negatives

• The 1,000,000 common shares were sold at a 20% discount to the market price, indicating a potentially less favorable valuation for the capital raise.
• The issuance of new shares may result in dilution of the outstanding common stock, which the company acknowledges could be substantial under certain market conditions.

Risks

• The issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions.
• Past or future open market or other transactions by the Purchaser, specifically including Short Sales or derivative transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the company's publicly-traded securities.
• The company acknowledges that its obligations under the Transaction Documents are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the company may have against the Purchaser.

Future Outlook

The company intends to use the net proceeds from the sale of securities for general corporate purposes, including working capital, and may include acquisitions at the company's discretion. The company also commits to maintaining its Nasdaq listing and not undertaking a reverse or forward stock split for 180 days post-closing without purchaser consent, unless necessary for Nasdaq listing.

Management Comments

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

Industry Context

NA

Related Party Transactions

• The company entered into an Exchange Agreement with Core 4 Capital Corp. on May 2, 2025, and effectuated the exchange on June 30, 2025, involving the cancellation of 6,575,025 common shares for 39,933 Series A-1 Preferred Stock shares.

Stakeholder Impact

• Shareholders: Potential dilution due to the issuance of new common shares at a discount. The exchange with Core 4 Capital Corp. may reduce future selling pressure from a large holder, potentially benefiting common shareholders.
• Creditors: The capital raise provides additional working capital, which could improve the company's financial stability and ability to meet its obligations.

Next Steps

• The company will file a Current Report on Form 8-K, including the Transaction Documents as exhibits.
• The company will apply to list or quote all of the newly issued shares on its principal Trading Market (Nasdaq Stock Market LLC) and promptly secure their listing.
• The company will maintain the effectiveness of the registration of its Common Stock under the Exchange Act and timely file all required reports.

Key Dates

Recommendation

Keywords

Safety Shot, SHOT, SEC filing, 8-K, private placement, equity financing, common stock, preferred stock, capital raise, dilution, corporate finance, investor relations, Core 4 Capital