DEFA14A: Safety Shot Urges Shareholder Proxy Votes Ahead of Key Annual Meeting on Strategic Proposals

Safety Shot, Inc. reminds shareholders to vote their proxy for its upcoming Annual Shareholders Meeting on June 12, 2025, where critical proposals including share issuance, an equity incentive plan amendment, a settlement issuance, a potential change of control, and a reverse stock split will be considered.

Summary

• Safety Shot, Inc. will hold its Annual Shareholders Meeting virtually on Thursday, June 12, 2025, at 11:00 AM EDT.
• Shareholders must register in advance at www.virtualshareholdermeeting.com/SHOT2025SM to attend the virtual meeting.
• The record date for stockholders entitled to notice and vote at the Annual Meeting was April 28, 2025.
• Key proposals for shareholder vote include approving the issuance of shares to Yerba Shareholders in connection with an Arrangement Agreement.
• Shareholders will vote on an amendment to the Safety Shot 2024 equity incentive plan to increase the number of shares reserved for issuance.
• A proposal seeks approval for the issuance of promissory notes and underlying Safety Shot Shares from a January 20, 2025, securities offering, to comply with Nasdaq listing rule 5635(d).
• Another proposal is to approve the issuance of up to 20,000,000 Safety Shot Shares to Core 4 Capital Corp. in non-public offerings, for Nasdaq Listing Rule 5635(b) compliance.
• The Board is seeking authority to implement a reverse stock split at a ratio between 1-for-5 and 1-for-35, to be determined by the Board within one year of shareholder approval.
• Shareholders will also vote on a proposal to adjourn the meeting if necessary to solicit additional proxies or establish a quorum.
• The company mailed the Notice of Internet Availability of Proxy Materials to stockholders in early May, providing instructions on how to access proxy materials and vote.

Sentiment

Score: 5

Explanation: The document is primarily procedural, outlining proposals for an upcoming shareholder meeting. While it includes strategic initiatives (acquisitions, capital raises), the proposal for a significant reverse stock split and potential dilution introduces a degree of uncertainty and potential negative investor perception, balancing out any positive strategic moves.

Positives

• The company is actively pursuing strategic initiatives, including potential acquisitions (Yerba) and capital raises (Core 4 Capital, settlement notes), which could support future growth and operations.
• Safety Shot is addressing compliance with Nasdaq listing rules, which is crucial for maintaining its public listing.

Negatives

• The proposal for a reverse stock split, with a wide range of 1-for-5 to 1-for-35, often indicates concerns about the company's share price and can be perceived negatively by investors.
• Multiple proposals involve significant share issuances (Yerba, settlement notes, Core 4 Capital), which could lead to substantial dilution for existing shareholders.

Risks

• Risk of not obtaining sufficient shareholder votes for critical proposals, which could hinder strategic plans, capital raising efforts, or Nasdaq listing compliance.
• Failure to approve proposals related to Nasdaq listing rules 5635(b) and 5635(d) could jeopardize the company's listing status.
• A reverse stock split, while potentially helping maintain Nasdaq listing, may not prevent further share price decline and can negatively impact investor perception and liquidity.
• Significant dilution risk for current shareholders due to the proposed issuance of new shares for the Yerba acquisition, settlement of notes, and investment from Core 4 Capital.

Future Outlook

The Company is introducing business-to-business sales of Sure Shot to distributors, retailers, restaurants, and bars throughout 2025.

Industry Context

Safety Shot, Inc. operates in the wellness and dietary supplement industry, focusing on its patented product 'Sure Shot' designed to lower blood alcohol content and boost clarity, energy, and mood. The company is expanding its distribution channels through business-to-business sales in 2025, while also addressing corporate finance and governance matters through its upcoming shareholder meeting.

Corporate Governance

Stakeholder Impact

• Shareholders are directly impacted by voting on key proposals, potential dilution from new share issuances, and the potential for a reverse stock split affecting share price and ownership structure.
• Employees could be impacted by changes to the equity incentive plan, which may affect their compensation and retention.
• Yerba Shareholders will receive Safety Shot Shares as part of the Arrangement Agreement, impacting their ownership in the combined entity.
• Core 4 Capital Corp. will acquire up to 20,000,000 Safety Shot Shares if the related proposal is approved, becoming a significant investor.

Next Steps

• Shareholders are urged to submit their vote promptly via the internet, telephone, or mail.
• The Annual Shareholders Meeting will be held on June 12, 2025.
• If approved by stockholders, the Safety Shot Board may amend the Certificate of Incorporation for a reverse stock split within one year of the approval date.
• The company plans to introduce business-to-business sales of Sure Shot to distributors, retailers, restaurants, and bars throughout 2025.

Key Dates

Recommendation

Keywords

Safety Shot, SHOT, Annual Meeting, Shareholder Meeting, Proxy Vote, Reverse Stock Split, Equity Incentive Plan, Share Issuance, Nasdaq Listing Rules, Corporate Governance, Wellness Company, Dietary Supplement, Yerba, Core 4 Capital