UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
Securities Purchase Agreement
On August 30, 2024, Safety Shot, Inc., (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with one accredited investor (the “Investor”) for the purchase of (i) 3,370,787 shares (the “Shares”) at a price of $0.89 per share which was the closing price on August 29, 2024; and (ii) 3,370,787 warrants to purchase shares of common stock (the “Warrants,” together with the Shares as the “Securities”) at a price of $0.125 per warrant. The Warrant are exercisable for a period of five years from the date of issuance and have an exercise price of $0.89.
The Company’s President, Jordan Schur is a 15% owner of the Investor, but is not an officer or director of such Investor. Other shareholders of the Investor are also members of Mr. Schur’s immediate family (but not dependents). The Company shall pay no commissions in connection with this offering and expects net proceeds of approximately $3,421,348 from the offering.
The SPA and the Warrant are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the SPA and the Warrant are qualified in their entirety by reference to such exhibit.
Item 3.02 Unregistered Sales of Equity Securities
The applicable information related to the Securities issued pursuant to the SPA and the Warrant presented in Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. The Securities will be issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D thereunder.
Item 7.01 Regulation FD
On September 04, 2024, the Company issued a press release. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Exhibits
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement dated August 30, 2024 | |
| 10.2 | Form of Common Stock Warrant | |
| 99.1 | Press Release dated September 04, 2024 | |
| 104 | Cover Page Interactive Data File (embedded with 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 05, 2024
| SAFETY SHOT, INC. | ||
| By: | /s/ Jarrett Boon | |
| Jarrett Boon, | ||
| Chief Executive Officer | ||