SEC Filing Summary: Safety Shot, Inc. (SHOT)
Business Context and Reporting Period
This Form 8-K was filed by Safety Shot, Inc. (the "Company") on June 28, 2024, reporting events occurring on June 27, 2024. The Company is incorporated in Delaware and trades on The Nasdaq Capital Market under the symbol "SHOT" (Common Stock) and "SHOTW" (Warrants). The filing primarily addresses a material definitive agreement and unregistered sales of equity securities.
Key Financial Metrics and Transaction Details
- Transaction Type: Private placement of Common Stock via a Securities Purchase Agreement (SPA).
- Shares Issued: 943,396 shares.
- Price Per Share: $1.06 (closing price on June 27, 2024).
- Gross Proceeds: Approximately $1,000,000.
- Commissions: None paid.
- Net Proceeds: Approximately $1,000,000.
- Investor Profile: One accredited investor. The Company's President, Jordan Schur, owns 15% of the Investor, and other shareholders are members of Mr. Schur's immediate family (non-dependents).
Material Changes and Regulatory Status
The filing discloses the entry into a material definitive agreement (Item 1.01) and the unregistered sale of equity securities (Item 3.02). The shares were issued without prior registration, relying on the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. A press release regarding this transaction was issued on June 28, 2024 (Item 7.01).
Guidance, Outlook, and Risks
The filing text does not provide specific forward-looking guidance, revenue outlook, or management commentary beyond the description of the capital raise. The primary risk disclosed relates to the related-party nature of the transaction, as the Company's President holds a significant ownership interest in the purchasing entity.
Key Facts for Investor Verification
- Verify the exact terms of the Securities Purchase Agreement in Exhibit 10.1.
- Confirm the beneficial ownership structure of the accredited Investor and the extent of Jordan Schur's interest.
- Review the press release (Exhibit 99.1) for any additional context on the use of proceeds.
- Note that the filing does not contain updated financial statements (revenue, profit, or cash flow) for the period; it is a transaction-specific report.