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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C., 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 5, 2023
SAFETY
SHOT, INC.
(Exact
name of registrant as specified in charter)
Delaware |
|
001-39569 |
|
83-2455880 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1061
E. Indiantown Rd., Ste. 110, Jupiter, FL 33477
(Address
of principal executive offices) (Zip Code)
(561)
244-7100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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 |
Common
Stock |
|
SHOT |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
|
|
|
|
|
Warrants,
each exercisable for one share of Common Stock at $8.50 per share |
|
SHOTW |
|
The
Nasdaq Stock Market LLC
(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
7.01 Regulation FD Disclosure
On
December 5, 2023, Safety Shot, Inc. (the “Company”) issued a press release. A copy of the press release is furnished hereto
as Exhibit 99.1 and incorporated herein by reference.
Exhibits
9.01 Financial Statements and Exhibits
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:
December 5, 2023
|
SAFETY
SHOT, INC. |
|
|
|
|
By: |
/s/
Brian John |
|
|
Brian
John |
|
|
Chief
Executive Officer |
Exhibit
99.1
Safety
Shot Provides Update on Litigation
JUPITER,
FLORIDA, December 5, 2023 – Safety Shot, Inc. (NASDAQ: SHOT) (“SHOT” or the “Company”), makers of
the first patented beverage on Earth that helps people feel better faster by reducing blood alcohol content and boosting clarity is
providing a litigation update to the market regarding its newly filed lawsuit against Capybara research.
On
December 4th 2023, we filed a federal lawsuit in the United States District Court for the Southern District of New York against Capybara
Research, a firm recently created and that enjoyed anonymity through various social media postings without any trail as to ownership
while antagonizing our retail investment community by posting lewd and unprofessional graphics, intended to further embarrass the Company.
Today,
after weeks of investigatory work by our counsel, as well as the cooperation of third parties, we wish to announce that our attorneys
have been successful in identifying the person responsible for the malicious article and is now taking all steps necessary to add to
the lawsuit the name of the individual, as well as his address, and to serve that individual.
Today
we also announced that we also adding to our federal lawsuit the social media news outlet Benzinga for republishing, and continuing to
republish the Capybara research and other false reports that continue to harm our retail investment community. We have also asked our
new counsel to review all prior fundings the Company has done in order to determine whether they were done appropriately or if our rights
have been violated.
“We
are committed to legally pursue all short and distort campaigns against the Company as well as all media outlets that irresponsibly reported
the false, misleading and defaming Capybara Report,” stated Brian S John, CEO.
The
Company had previously announced that it retained known dilution funder combatant Mark R. Basile, Esq, and his Securities and RICO litigation
firm, The Basile Law Firm P.C. to assist the Company in investigating and prosecuting all claims in defense of the Company and its retail
investors.
About
The Basile Law Firm P.C.
Mr.
Basile, a former law professor, has battled dilution funding for the last 8 years. In 2021, his firm secured a landmark decision against
a dilution funder that has set the standard to save hundreds of public companies’ tens of millions of dollars. Since that decision,
his firm has vacated several federal trial court judgments and consequently many of the dilution funders have not filed suits against
public companies in the last 18 months.
His
firm is also pursuing several RICO actions against known dilution funders for the collection of unlawful debt and because of his actions,
the Southern District of New York recently denied a toxic dilution funders’ motion to dismiss RICO claims. The firm has also published
articles and advice for companies that believe they may be victims of unlawful dilution, counterfeit shares and market manipulation by
brokers, investment relation firms and short-sellers, a summary of which can be found at: https://www.thebasilelawfirm.com/blog
About
Safety Shot, Inc.
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. Safety Shot will be available for retail purchase in the first
week of December 2023 at www.DrinkSafetyShot.com and www.Amazon.com. The Company plans to launch business-to-business sales
of Safety Shot to distributors, retailers, restaurants, and bars in the first quarter of 2024. Safety Shot plans to spin off legacy assets
from its Jupiter Wellness business to unlock value for shareholders.
Forward
Looking Statements
This
communication contains forward-looking statements regarding Safety Shot, 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 Safety Shot’s
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 Safety Shot and, including those described from
time to time under the caption “Risk Factors” and elsewhere in Safety Shot’s Securities and Exchange Commission (SEC)
filings and reports, including Safety Shot’s Annual Report on Form 10-K for the year ended December 31, 2023 and future filings
and reports by Safety Shot. 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 Safety
Shot on its website or otherwise. Safety Shot 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.
Media
Contact:
Phone:
904-477-2306
Email:
Emily@PanatelidesPR.com
Investor
Contact:
Phone:
561-244-7100
Email:
investors@safetyshotholdings.com
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