SEC Filing Summary: Safety Shot, Inc. (SHOT)
Business Context and Reporting Period
This Form 8-K was filed on January 22, 2025, reporting events occurring on January 17, 2025. The registrant is Safety Shot, Inc., a Delaware corporation trading on the Nasdaq Capital Market under the symbol "SHOT" (Common Stock) and "SHOTW" (Warrants). The company is classified as an emerging growth company.
Key Financial Metrics and Transaction Details
The filing details a private placement transaction rather than periodic financial results. Key metrics from the transaction include:
- Gross Proceeds: $1,000,000
- Shares Issued: 2,277,389 shares of Common Stock (PIPE Shares)
- Price Per Share: $0.4391
- Discount: 20% discount from the closing price on January 14, 2025
- Investor Type: One accredited investor
The filing does not provide current revenue, profit, cash flow, margins, debt, or liquidity figures. The filing text does not provide a clear value for these operational metrics.
Material Changes
The primary material change is the entry into a Securities Purchase Agreement (SPA) resulting in the issuance of unregistered equity securities. This transaction increases the company's share count and provides immediate capital. The securities were issued in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
Outlook, Risks, and Management Commentary
Management commentary is limited to the execution of the SPA. The filing does not contain forward-looking guidance, updated risk factors, or discussion of contingencies beyond the standard terms of the private placement. The transaction was signed by Jarrett Boon, Chief Executive Officer.
Investor Verification Checklist
- Verify the exact closing price of SHOT on January 14, 2025, to confirm the 20% discount calculation.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for covenants, vesting schedules, or registration rights.
- Confirm the updated total share count and potential dilution impact on existing shareholders.
- Check subsequent filings for the use of proceeds from the $1,000,000 capital raise.