Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
(The Nasdaq Capital Market) | ||||
(The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed, on May 13, 2021, under the Current Report on Form 8K, Safety Shot, Inc. (the “Company, “formerly known as “Jupiter Wellness, Inc.”) entered into a Convertible Loan Agreement (the “First Agreement”), a Convertible Promissory Note (the “First Note”) and a Warrant Agreement (the “First Warrant”), and as disclosed on April 22, 2022, the Company entered into a Convertible Loan Agreement (the “Second Agreement”), a Convertible Promissory Note (the “Second Note”) and a Warrant Agreement (the “Second Warrant” together with the First Agreement, the First Note, the First Warrant, the Second Agreement, and the Second Note as the “Transaction Document”). The First Warrant and the Second Warrant are collectively referred to as the “Warrants”.
On September 11, 2023, the Company, entered into two Amendment No. 2 to the convertible loan agreement, convertible promissory note, and warrants (collectively as the “Amendment No. 2”), pursuant to which the parties thereto amended the Transaction Documents: (i) to change the maturity date of the Second Note to January 31, 2024; (ii) to change the interest rate of the Second Note to 11% annual interest rate, effective on August 1, 2023 until the entire principal amount is paid in full; (iii) to change the exercise price of the warrants to $0.932; (iv) change the conversion price of the Second Note to $0.932; and (iv) the Company shall issue the investors 262,500 shares of its common stock as the incentive shares. The Company also adjusted the exercise price of the Warrants to $0.932 per share in accordance with the anti-dilution provisions of such Warrants.
The foregoing description of the Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No. 2, the forms of which are filed herein as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 to this current report on Form 8-K is by this reference incorporated in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
The information contained in Item 1.01 to this current report on Form 8-K is by this reference incorporated in this Item 3.02.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years
On September 11, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to Certificate of Incorporation to change the corporate name from Jupiter Wellness, Inc. to Safety Shot, Inc., effective September 15, 2023, the (“Name Change”). A copy of the Certificate of Amendment of Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated by reference.
Item 7.01 Regulation FD Disclosure
On September 14, 2023, the Company issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Item 8.01. Other Events.
Effective as of September 15, 2023, the Company, in conjunction with the Name Change, changed the Company’s stock symbol from “JUPW” to “SHOT” on the Nasdaq Capital Market and trading under the new ticker symbol began on September 15, 2023.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed as part of this report:
Item 9.01 Exhibits
| Exhibit No. | Description | |
| Exhibit 3.1 | Certificate of Amendment of Second Amended and Restated Articles of Incorporation | |
| Exhibit 10.1 | Form of Greentree - Amendment No. 2 to convertible loan agreement, convertible promissory note, and warrants | |
| Exhibit 10.2 | Form of L&H - Amendment No. 2 to convertible loan agreement, convertible promissory note, and warrants | |
| Exhibit 99.1 | Press Release dated September 14, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 15, 2023
Safety Shot, Inc. | ||
| By: | /s/ Brian John | |
| Brian John | ||
| Chief Executive Officer | ||
Exhibit 3.1
Exhibit 10.1
AMENDMENT NO. 2 TO CONVERTIBLE LOAN AGREEMENT, CONVERTIBLE PROMISSORY NOTE AND WARRANTS
THIS AMENDMENT NO. 2 TO CONVERTIBLE LOAN AGREEMENT, CONVERTIBLE PROMISSORY NOTE AND WARRANTS (this “Amendment No. 2”) is entered into as of the 11th day of September 2023 (“Effective Date”), by and between Jupiter Wellness, Inc., a Delaware corporation (the “Company”), and Greentree Financial Group Inc. (the “Investor”).
WHEREAS, the Company and Investor entered into a Convertible Loan Agreement dated May 05, 2021 (the “First Agreement”), a Convertible Promissory Note of even date (the “First Note”) and a Warrant Agreement of even date (the “First Warrant”);
WHEREAS, the Company and Investor entered into a Convertible Loan Agreement dated April 20, 2022 (the “Second Agreement”), a Convertible Promissory Note of even date (the “Second Note”) and a Warrant Agreement of even date (the “Second Warrant”), the Second Agreement and the Second Note were amended on November 11, 2022 (“Amendment No. 1”);
WHEREAS, the Company granted the Investor an additional warrant in association with the Amendment No. 1 (the “Third Warrant”), and
WHEREAS, the Company and the Investor desire to amend the Second Agreement, Second Note, First Warrant, Second Warrant, the Third Warrant and Amendment No. 1 as set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
| 1. | Agreement. |
Except as specifically modified by this Amendment No. 2, the terms and conditions of the Second Agreement, the Second Note, the First Warrant, the Second Warrant, the Third Warrant and Amendment No. 1 shall remain in full force and effect. In the event of any inconsistency between the terms of this Amendment No. 2 and the terms of the Second Agreement, the Second Note, the First Warrant, the Second Warrant, the Third Warrant and Amendment No. 1, the terms of this Amendment No. 2 shall control. All capitalized terms used herein shall have the meaning ascribed to them in the Second Agreement, the Second Note, the First Warrant, the Second Warrant, the Third Warrant and Amendment No. 1, unless defined otherwise herein.
| 2. | Maturity Date. The Maturity Date of the Second Note shall be amended as follows: |
The Maturity Date for the Loan Principal of $1,500,000 (“Principal Amount”) shall be amended to be January 31, 2024. Regardless of the Company’s failure to repay the Loan Principal and Interest in accordance with the terms and conditions of the Second Note and Loan Agreement, no default shall be deemed to have occurred.
| 2. | Interest Rate. The Interest of the Second Note shall be amended as follows: |
Interest shall accrue on the unpaid principal balance of this Note at the annual rate of Eleven Percent (11%), effective on August 1, 2023 until the entire Principal Amount is paid in full. Interest shall not be compounded and shall be computed on the basis of a three hundred sixty (360) day year comprised of twelve (12) months of thirty (30) days each, with any calculation based upon a partial month of less than thirty (30) days based on actual days lapsed. The Company will make interest payments quarterly, with the first interest payment due three (3) months from the Effective Date hereof and on each 3 months from such date until all interest and outstanding principal is paid in full.
| 3. | Warrants Exercise Price. The Exercise Price of the Warrants shall be amended as follows: |
In connection with this Amendment No. 2, the Exercise Price of the First Warrant, Second Warrant and Third Warrant (collectively the “Warrants”) shall be changed to $0.932 per share (adjusted time to time as provided in Section 7 of each respective warrant). This reflects the adjustment made to other outstanding Company warrants and is consistent with the anti-dilution provisions in the Warrants. The Warrants shall have down round protection meaning that prior to exercise, if at any time the Company grants, issues or sells any Common Stock, options to purchase Common Stock, securities convertible into Common Stock or rights relating to Common Stock (the “Purchase Rights”) to any person, entity, association, or other organization other than the Lender, at a price per share less than the Exercise Price, then the Exercise Price hereof shall be proportionately reduced to match the price per share of the Purchase Rights. For purposes of clarification, if the Company sells Common Stock at $0.50 per share at any time after the date hereof but prior to exercise, then the Exercise Price of Lender’s Warrant Shares would be adjusted to $0.50. Notwithstanding, the Exercise Price may not exceed $0.932 per share in any case, unless the Company effects a reverse split of its common Stock in which event the exercise would be proportionally adjusted.
| 4. | Conversion Price. The Conversion Price of the Second Note shall be amended as follows: |
Any amount so converted under Second Note will be converted into common stock of the Company at $0.932 per share (“Conversion Price”), which will be adjusted to Alternative Conversion Price if any event of default occurs.
| 5. | Incentive Shares. The following clause shall be added to the Second Agreement: |
In connection with the Amendment No. 2, the Company agrees to issue the Investor 262,500 shares of its common stock as the incentive shares (the “Incentive Shares”) payable on the Effective Date. The Incentive Shares are duly authorized and will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
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| 6. | Adequate Shares. Section 9(e) of the Second Agreement shall be amended and restated as follows: |
The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by the respective Second Note, First Warrant, Second Warrant and Third Warrant. The Company shall amend the irrevocable instructions with the Transfer Agent in a form acceptable to the Lender (the “TA Instructions Letter”) to reserve sufficient shares for the exercise of the rights represented by the Second Note, First Warrant, Second Warrant and Third Warrant within three business days of the Effective Date.
In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form acceptable to Lender signed by the successor transfer agent to Borrower and the Borrower. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section will be given by the Company to its transfer agent and that (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate to be issued to Lender pursuant to the Second Note, First Warrant, Second Warrant and Third Warrant and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for shares to be issued to Lender upon conversion of or otherwise as and when required by the Note, Warrants and this Agreement.
In the event that such sale, assignment or transfer involves the underlying shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with this Agreement. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Lender. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that Lender shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the TA Instructions Letter to the Company’s transfer agent from and after the Applicable Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company. “Applicable Date” means the first date on which all of the underlying securities are eligible to be resold by the Lender pursuant to Rule 144 or an effective registration statement as the case may be.
| 7. | Registration Rights. |
The Company shall prepare and file with the United States Securities and Exchange Commission (the “Commission” or “SEC”) a registration statement on Form S-3 (the “Form S-3” or “Registration Statement”) within 90 days from the Effective Date to cover the Incentive Shares and the Third Warrant. The Company shall additionally prepare and amend with the United States Securities and Exchange Commission (the “Commission” or “SEC”) a post-effective amendment to the registration statements related the Second Note, First Warrant and Second Warrant (the “Post-Effective Amendments” collectively, with the Registration Statement the “Registration Statements”) within 90 days from the Effective Date to cover the additional shares upon conversion or exercise of the Second Note, Second Warrant and Third Warrant. The Form S-3 and Post-Effective Amendments, must be effective within 90 days from the filing date. The Company will use commercially reasonable efforts to (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to the Registration Statements as may be necessary under applicable law with respect to the disposition of the Warrants and Second Convertible Note covered by such Registration Statements continuously effective as to the applicable Warrants and Second Note while exercisable or convertible, respectively; (ii) cause the related Registration Statements to be amended or supplemented by any required supplement, and as so supplemented or amended to be filed pursuant to Rule 424 promulgated by the Commission pursuant to the Securities Act of 1933 (the “Securities Act”); and (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to the Registration Statements or any amendment thereto and, as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the Commission relating to such Registration Statements that pertains to the Investor as selling securityholders but not any comments that would result in the disclosure to the Investor of material and non-public information concerning the Company.
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There shall be monthly liquidated damages equal to 2% of the Principal Amount (the “Liquidated Damage Penalty”) if (i) the Registration Statements are not filed within 90 days from the Effective Date, (ii) the Registration Statements are not declared effective within 90 days from the filing date of the Registration Statements, (iii) if the Company fails to comply in all material respects with the provisions of the Securities Act and the Exchange Act of 1934 with respect to the Registration Statements and the disposition of all registrable securities covered by the Registration Statements, (iv) if the Company fails to use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statements, at the earliest practicable moment, or (v) any registration statement required by this Agreement is filed and declared effective by the Commission but shall thereafter cease to be effective or fail to be usable for its intended purpose (each such event referred to as a “Registration Default”). The Liquidated Damages Penalty shall accrue damages each month until the applicable breach (failure to timely file, failure to timely have declared effective, or both) has been cured. Following the cure of all Registration Defaults relating to any particular registrable securities, the Liquidated Damages Penalty shall cease to accrue; provided, however, that, if after Liquidated Damages Penalty has ceased to accrue, a different Registration Default occurs, Liquidated Damages Penalty shall again accrue pursuant to the foregoing provisions. Further, any such Registration Default shall be considered an Event of Default under Second Note and/or Warrants.
The parties acknowledge and agree that damages which will result to Investor for Company’s failure to timely file or have declared effective the Registration Statement shall be extremely difficult or impossible to establish or prove, and agree that the payment of Liquidated Damage Penalty is a reasonable estimate of potential damages and shall constitute liquidated damages for any breach of this paragraph. Any amounts due under this Section shall be paid by the fifth (5th) day of the month following the month in which they accrued or, at the option of Investor, added to the principal of the Second Note. The Company shall not, from the date hereof until the effective date(s) of the Registration Statements, prepare and file with the Commission a registration statement relating to an offering of any of its securities for its own account or the account of others under the Securities Act except as expressly provided herein. The legal fees associated with filing the Registration Statements shall be paid by Company.
| 8. | Entire Agreement. |
This Amendment No. 2 and the Second Agreement, the Second Note, the First Warrant, the Second Warrant, the Third Warrant and Amendment No. 1 constitute the entire agreement and understanding between the parties with regard to the subject matter hereof and supersede any prior written or oral agreements. Any modifications to this Amendment No. 2 and the Second Agreement, the Second Note, the First Warrant, the Second Warrant, the Third Warrant or Amendment No. 1 must be in writing and signed by the authorized representatives of the Parties.
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| 9. | Counterparts. |
This Amendment No. 2 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF the parties have signed this Amendment No. 2 to Convertible Loan Agreement and Convertible Promissory Note in one or more counterparts as of the date first hereinabove set forth.
| The Company | ||
| JUPITER WELLNESS, INC. | ||
| /s/ Brian John | ||
| Name: | Brian John | |
| Title: | Chief Executive Officer | |
| Date: | September 11, 2023 | |
| The Investor | ||
| GREENTREE FINANCIAL GROUP, INC. | ||
| /S/ R. Chris Cottone | ||
| Name: | R. Chris Cottone | |
| Title: | Vice President | |
| Date: | September 11, 2023 | |
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Exhibit 10.2
AMENDMENT NO. 2 TO CONVERTIBLE LOAN AGREEMENT, CONVERTIBLE PROMISSORY NOTE AND WARRANTS
THIS AMENDMENT NO. 2 TO CONVERTIBLE LOAN AGREEMENT, CONVERTIBLE PROMISSORY NOTE AND WARRANTS (this “Amendment No. 2”) is entered into as of the 11th day of September 2023 (“Effective Date”), by and between Jupiter Wellness, Inc., a Delaware corporation (the “Company”), and L&H Inc. (the “Investor”).
WHEREAS, the Company and Investor entered into a Convertible Loan Agreement dated May 28, 2021 (the “First Agreement”), a Convertible Promissory Note of even date (the “First Note”) and a Warrant Agreement of even date (the “First Warrant”);
WHEREAS, the Company and Investor entered into a Convertible Loan Agreement dated April 27, 2022 (the “Second Agreement”), a Convertible Promissory Note of even date (the “Second Note”) and a Warrant Agreement of even date (the “Second Warrant”), the Second Agreement and the Second Note were amended on November 11, 2022 (“Amendment No. 1”);
WHEREAS, the Company granted the Investor an additional warrant in association with the Amendment No. 1 (the “Third Warrant”), and
WHEREAS, the Company and the Investor desire to amend the Second Agreement, Second Note, First Warrant, Second Warrant, the Third Warrant and Amendment No. 1 as set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Agreement.
Except as specifically modified by this Amendment No. 2, the terms and conditions of the Second Agreement, the Second Note, the First Warrant, the Second Warrant, the Third Warrant and Amendment No. 1 shall remain in full force and effect. In the event of any inconsistency between the terms of this Amendment No. 2 and the terms of the Second Agreement, the Second Note, the First Warrant, the Second Warrant, the Third Warrant and Amendment No. 1, the terms of this Amendment No. 2 shall control. All capitalized terms used herein shall have the meaning ascribed to them in the Second Agreement, the Second Note, the First Warrant, the Second Warrant, the Third Warrant and Amendment No. 1, unless defined otherwise herein.
2. Maturity Date. The Maturity Date of the Second Note shall be amended as follows:
The Maturity Date for the Loan Principal of $500,000 (“Principal Amount”) shall be amended to be January 31, 2024. Regardless of the Company’s failure to repay the Loan Principal and Interest in accordance with the terms and conditions of the Second Note and Loan Agreement, no default shall be deemed to have occurred.
2. Interest Rate. The Interest of the Second Note shall be amended as follows:
Interest shall accrue on the unpaid principal balance of this Note at the annual rate of Eleven Percent (11%), effective on August 1, 2023 until the entire Principal Amount is paid in full. Interest shall not be compounded and shall be computed on the basis of a three hundred sixty (360) day year comprised of twelve (12) months of thirty (30) days each, with any calculation based upon a partial month of less than thirty (30) days based on actual days lapsed. The Company will make interest payments quarterly, with the first interest payment due three (3) months from the Effective Date hereof and on each 3 months from such date until all interest and outstanding principal is paid in full.
3. Warrants Exercise Price. The Exercise Price of the Warrants shall be amended as follows:
In connection with this Amendment No. 2, the Exercise Price of the First Warrant, Second Warrant and Third Warrant (collectively the “Warrants”) shall be changed to $0.932 per share (adjusted time to time as provided in Section 7 of each respective warrant). This reflects the adjustment made to other outstanding Company warrants and is consistent with the anti-dilution provisions in the Warrants. The Warrants shall have down round protection meaning that prior to exercise, if at any time the Company grants, issues or sells any Common Stock, options to purchase Common Stock, securities convertible into Common Stock or rights relating to Common Stock (the “Purchase Rights”) to any person, entity, association, or other organization other than the Lender, at a price per share less than the Exercise Price, then the Exercise Price hereof shall be proportionately reduced to match the price per share of the Purchase Rights. For purposes of clarification, if the Company sells Common Stock at $0.50 per share at any time after the date hereof but prior to exercise, then the Exercise Price of Lender’s Warrant Shares would be adjusted to $0.50. Notwithstanding, the Exercise Price may not exceed $0.932 per share in any case, unless the Company effects a reverse split of its common Stock in which event the exercise would be proportionally adjusted.
4. Conversion Price. The Conversion Price of the Second Note shall be amended as follows:
Any amount so converted under Second Note will be converted into common stock of the Company at $0.932 per share (“Conversion Price”), which will be adjusted to Alternative Conversion Price if any event of default occurs.
5. Incentive Shares. The following clause shall be added to the Second Agreement:
In connection with the Amendment No. 2, the Company agrees to issue the Investor 262,500 shares of its common stock as the incentive shares (the “Incentive Shares”) payable on the Effective Date. The Incentive Shares are duly authorized and will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
6. Adequate Shares. Section 9(e) of the Second Agreement shall be amended and restated as follows:
The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by the respective Second Note, First Warrant, Second Warrant and Third Warrant. The Company shall amend the irrevocable instructions with the Transfer Agent in a form acceptable to the Lender (the “TA Instructions Letter”) to reserve sufficient shares for the exercise of the rights represented by the Second Note, First Warrant, Second Warrant and Third Warrant within three business days of the Effective Date.
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In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form acceptable to Lender signed by the successor transfer agent to Borrower and the Borrower. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section will be given by the Company to its transfer agent and that (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate to be issued to Lender pursuant to the Second Note, First Warrant, Second Warrant and Third Warrant and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for shares to be issued to Lender upon conversion of or otherwise as and when required by the Note, Warrants and this Agreement.
In the event that such sale, assignment or transfer involves the underlying shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with this Agreement. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Lender. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that Lender shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the TA Instructions Letter to the Company’s transfer agent from and after the Applicable Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company. “Applicable Date” means the first date on which all of the underlying securities are eligible to be resold by the Lender pursuant to Rule 144 or an effective registration statement as the case may be.
7. Registration Rights.
The Company shall prepare and file with the United States Securities and Exchange Commission (the “Commission” or “SEC”) a registration statement on Form S-3 (the “Form S-3” or “Registration Statement”) within 90 days from the Effective Date to cover the Incentive Shares and the Third Warrant. The Company shall additionally prepare and amend with the United States Securities and Exchange Commission (the “Commission” or “SEC”) a post-effective amendment to the registration statements related the Second Note, First Warrant and Second Warrant (the “Post-Effective Amendments” collectively, with the Registration Statement the “Registration Statements”) within 90 days from the Effective Date to cover the additional shares upon conversion or exercise of the Second Note, Second Warrant and Third Warrant. The Form S-3 and Post-Effective Amendments, must be effective within 90 days from the filing date. The Company will use commercially reasonable efforts to (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to the Registration Statements as may be necessary under applicable law with respect to the disposition of the Warrants and Second Convertible Note covered by such Registration Statements continuously effective as to the applicable Warrants and Second Note while exercisable or convertible, respectively; (ii) cause the related Registration Statements to be amended or supplemented by any required supplement, and as so supplemented or amended to be filed pursuant to Rule 424 promulgated by the Commission pursuant to the Securities Act of 1933 (the “Securities Act”); and (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to the Registration Statements or any amendment thereto and, as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the Commission relating to such Registration Statements that pertains to the Investor as selling securityholders but not any comments that would result in the disclosure to the Investor of material and non-public information concerning the Company.
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There shall be monthly liquidated damages equal to 2% of the Principal Amount (the “Liquidated Damage Penalty”) if (i) the Registration Statements are not filed within 90 days from the Effective Date, (ii) the Registration Statements are not declared effective within 90 days from the filing date of the Registration Statements, (iii) if the Company fails to comply in all material respects with the provisions of the Securities Act and the Exchange Act of 1934 with respect to the Registration Statements and the disposition of all registrable securities covered by the Registration Statements, (iv) if the Company fails to use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statements, at the earliest practicable moment, or (v) any registration statement required by this Agreement is filed and declared effective by the Commission but shall thereafter cease to be effective or fail to be usable for its intended purpose (each such event referred to as a “Registration Default”). The Liquidated Damages Penalty shall accrue damages each month until the applicable breach (failure to timely file, failure to timely have declared effective, or both) has been cured. Following the cure of all Registration Defaults relating to any particular registrable securities, the Liquidated Damages Penalty shall cease to accrue; provided, however, that, if after Liquidated Damages Penalty has ceased to accrue, a different Registration Default occurs, Liquidated Damages Penalty shall again accrue pursuant to the foregoing provisions. Further, any such Registration Default shall be considered an Event of Default under Second Note and/or Warrants.
The parties acknowledge and agree that damages which will result to Investor for Company’s failure to timely file or have declared effective the Registration Statement shall be extremely difficult or impossible to establish or prove, and agree that the payment of Liquidated Damage Penalty is a reasonable estimate of potential damages and shall constitute liquidated damages for any breach of this paragraph. Any amounts due under this Section shall be paid by the fifth (5th) day of the month following the month in which they accrued or, at the option of Investor, added to the principal of the Second Note. The Company shall not, from the date hereof until the effective date(s) of the Registration Statements, prepare and file with the Commission a registration statement relating to an offering of any of its securities for its own account or the account of others under the Securities Act except as expressly provided herein. The legal fees associated with filing the Registration Statements shall be paid by Company.
8. Entire Agreement.
This Amendment No. 2 and the Second Agreement, the Second Note, the First Warrant, the Second Warrant, the Third Warrant and Amendment No. 1 constitute the entire agreement and understanding between the parties with regard to the subject matter hereof and supersede any prior written or oral agreements. Any modifications to this Amendment No. 2 and the Second Agreement, the Second Note, the First Warrant, the Second Warrant, the Third Warrant or Amendment No. 1 must be in writing and signed by the authorized representatives of the Parties.
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9. Counterparts.
This Amendment No. 2 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF the parties have signed this Amendment No. 2 to Convertible Loan Agreement and Convertible Promissory Note in one or more counterparts as of the date first hereinabove set forth.
| The Company | ||
| JUPITER WELLNESS, INC. | ||
| /S/ Brian John | ||
| Name: | Brian John | |
| Title: | Chief Executive Officer | |
| Date: | September 11, 2023 | |
| The Investor | ||
| L&H, INC. | ||
| /S/ Linwen Huang | ||
| Name: | Linwen Huang | |
| Title: | President | |
| Date: | September 11 2023 | |
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Exhibit 99.1
Jupiter Wellness Changes its Name to Safety Shot and Ticker to “SHOT” in Alignment with New Business Focus
Safety Shot is the first patented beverage on Earth that helps a person feel better faster by reducing blood alcohol content and boosting clarity
JUPITER, FL – September 14 2023 — Jupiter Wellness, Inc. (Nasdaq: JUPW) (Nasdaq: SHOT) today announced that effective September 15, 2023, the Company has changed its name to Safety Shot, Inc. and at the open of market has changed its ticker symbol and will be trading as “SHOT”.
The Company recently acquired Safety Shot which is going into production at facilities across the U.S. in preparation for its launch in the fourth quarter of 2023. Created by industry experts, patented, and validated by research, Safety Shot helps to break down alcohol faster while aiding in recovery and rehydration. Safety Shot is pushing the boundaries of innovation by creating an exciting new product category—rapid alcohol detoxification—in the fast-growing hangover remedies market, which was valued at $1.56 billion in 2020 and is projected to grow at a CAGR of 14.6% from 2021 to 2028.
“We are very excited about the opportunities ahead for our Company in the functional beverage industry,” stated Safety Shot’s CEO Brian John. “Our management team now includes accomplished serial entrepreneurs, a former senior executive from one of the world’s largest beverage companies, and an industry leading expert in flavoring science and product formulation. We’ve created a multi-channel strategy designed to dominate e-commerce, quickly win retail shelf space, and establish longstanding ties with key distribution and sales partners in a $1.5 billion industry growing at a double-digit annual rate.”
The Company invites members of the media to the unveiling of Safety Shot on September 15th at 4pm for the opportunity to taste samples and meet management for a Q&A. If you are a member of the media and would like to attend, please send your credentials to media@jupiterwellness.com.
About Safety Shot
Safety Shot, a wellness and functional beverage company, is set to launch Safety Shot, the first patented beverage on Earth that helps people feel better faster by reducing blood alcohol content and boosting clarity. The Company plans to spin off legacy assets from its Jupiter Wellness business to unlock value for shareholders.
Interested investors and shareholders are encouraged to sign up for press releases and industry updates by registering for Email Alerts at https://jupiterwellness.com/email-alerts/ and by following Jupiter Wellness on Twitter and LinkedIn.
Forward Looking Statements
This communication contains forward-looking statements regarding Jupiter Wellness, including, the anticipated timing of studies and the results and benefits thereof. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are based on each of the Company’s current plans, objectives, estimates, expectations, and intentions and inherently involve significant risks and uncertainties, many of which are beyond Jupiter Wellness’ control. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties and other risks and uncertainties affecting Jupiter Wellness and, including those described from time to time under the caption “Risk Factors” and elsewhere in Jupiter Wellness’ Securities and Exchange Commission (SEC) filings and reports, including Jupiter Wellness’ Annual Report on Form 10-K for the year ended December 31, 2023 and future filings and reports by Jupiter Wellness. Moreover, other risks and uncertainties of which the combined company is not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Investors are cautioned that forward-looking statements are not guarantees of future performance. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events at such dates, even if they are subsequently made available by Jupiter Wellness on its website or otherwise. Jupiter Wellness undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
Safety Shot Media Contact:
Phone: 561-244-7100
Email: info@JupiterWellness.com
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