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BONK, INC.

For the period ended Mar 31, 2025. Filed May 15, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 15, 2025

BNKK$1.00+2.0%Stored close · as of Nov 6, 2026

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Notes to the Consolidated Financial Statements (Unaudited)

Notes to Financial Statements

For the Three Months Ended March 31, 2025 and Year Ended December 31, 2024

Note 1 -Organization and Business Operations

Safety Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023 the Company acquired certain assets of GBB Drink Lab Inc which included the blood alcohol detox drink Sure Shot (the “Sure Shot Dietary Supplement”), an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol at a rate faster than would occur normally. Concurrently with the purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched the Sure Shot Dietary Supplement in December 2023.

To achieve our mission, we rely on a team of highly skilled and experienced professionals who are committed to advancing our vision of health and wellness. Our team includes scientists, researchers, product developers, and business experts who collaborate to create new products and enhance existing ones. We also partner with industry leaders and organizations to leverage the latest technologies and expand our reach.

The Company generates revenue through the sale of the Sure Shot Dietary Supplement available online and several Big Box retail stores. We are dedicated to staying up-to-date with the latest scientific research and technology, ensuring that our products are effective, safe, and meet the highest industry standards.

Going Concern Consideration

As of March 31, 2025, and December 31, 2024, the Company had accumulated deficits of $120,417,280 and $115,090,347, respectively, and cash flow used in operations of $4,628,114 and $18,089,748 for the three months ended March 31, 2025, and year ended December 31, 2024. The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. At March 31, 2025 and December 31, 2024, the Company had $329,285 and $348,816 respectively, in cash and negative working capital of $5,153,844 and $6,816,954, respectively. These conditions have raised substantial doubt about the Company’s ability to continue as a going concern as noted by our auditors, M&K CPAS, PLLC.

Note 2 -Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Jupiter Wellness Investments, Inc., a Florida corporation. All intercompany accounts and transactions have been eliminated.

Segment Reporting

The Company operates as a single reportable segment. The Chief Operating Decision Maker (CODM) (our CEO, Jarrett Boon) reviews the financial performance of the company on a consolidated basis and makes decisions regarding resource allocation at that level. As a result, the company has determined that it operates in a single operating segment in accordance with Accounting Standards Codification (ASC) 280,Segment Reporting. The company’s product is a dietary drink supplement. Revenues from external customers are derived from e-commerce, distributors, and direct to retail consumers. The company only operates in the United States.

Debt Extinguishment and Modification

Any changes or modification to debt instruments must be examined to determine if the modification has any significant effect. If the changes or modifications are material, the change or modification must be accounted for as an extinguishment. If determined to be an extinguishment, the change or modification to the original debt is derecognized and a new debt is recognized. Any difference in the fair value is recognized as a gain or loss on extinguishment.

Equity Method for Investments

Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary.

Asset Purchases

The Company accounts for an acquisitive transaction determined to be an asset purchase based on the cost accumulation and allocation method, under which the costs to purchase the asset or set of assets are allocated to the assets acquired. No goodwill is recorded in connection with an asset purchase.

Investments in Marketable Securities

The Company’s Marketable Securities are considered Held-For-Trading (“HFT”) or Trading Assets. HTF- Trading securities are valued at their fair value when purchased/sold, and any unrealized gains or losses are recorded periodically on financial reporting dates as other income or loss.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There wereno cash equivalents as of March 31, 2025, or December 31, 2024.

Inventory

Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write- offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. During the three months ended March 31, 2025, the Company hadno write-downs or write-offs. During the corresponding period for 2024, the Company took a write down of certain raw materials and finished goods totaling $1,744,714, due to rebranding issues.

Sale of SRM Entertainment, Inc.

On August 14, 2023, SRM Entertainment, Inc. (“SRM”), completed its purchase of SRM Entertainment, Ltd, previously a wholly owned subsidiary of the Company and consummated its Initial Public Offering (“IPO”). Pursuant to the sale, the Company received 4,500,000 shares of SRM’s common stock. At March 31, 2025 and December 31, 2024, the Company held 2,347,142 and 2,613,342 shares of SRM ‘s common stock, respectively, which are considered marketable securities. SRM has a lock-up agreement with the Company covering 2,347,142 shares, under the terms of which the Company has agreed not to sell any shares until January 2026.

Trading Securities

Securities that the Company intends to sell are classified as trading securities. Trading securities are carried at fair value with gains and losses recognized in current period earnings.

Net Loss per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share.

For the Three Months Ended March 31,
20252024
Numerator:
Net (loss)$(5,326,933)$(15,674,671)
Denominator:
Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period69,258,40247,435,503
Denominator for diluted earnings per share69,258,40247,435,503
Basic (loss) per share$(0.08)$(0.33)
Diluted (loss) per share$(0.08)$(0.33)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Revenue Recognition

The Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customers”).

The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

●identify the contract with a customer;
●identify the performance obligations in the contract;
●determine the transaction price;
●allocate the transaction price to performance obligations in the contract; and
●recognize revenue as the performance obligation is satisfied.

The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date.

Accounts Receivable and Credit Risk

Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the three months ended March 31, 2025 and year ended December 31, 2024, the Company recognizedno allowance for doubtful collections.

Impairment of Long-Lived Assets

We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.

Intangible Assets

Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.

The Company’s evaluation of its long-lived assets resulted inno impairment during the three months ended March 31, 2025, or year ended December 31, 2024.

Research and Development

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $9,005 and $141,494 for the three-months ended March 31, 2025, and 2023, respectively.

Stock Based Compensation

The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant- date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants and share-based payments issued to non-employees for goods or services. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.

The Company’s deferred tax asset at March 31, 2025 and December 31, 2024, consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $15,362,309 and $14,660,582, respectively, less a valuation allowance in the amount of $15,362,309 and $14,660,582,

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (i) affiliates of the Company; (ii) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (iii) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (iv) principal owners of the Company; (v) management of the Company; (vi) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (vii) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, enhancing segment reporting requirements under ASC 280. This ASU aims to provide investors with more detailed information about a public entity’s reportable segments, including those with a single reportable segment. The Key Provisions include**:**

1.Enhanced Expense Disclosures: Public entities must now disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included in each reported measure of segment profit or loss.
2.Disclosure of Other Segment Items: Entities are required to disclose an amount for “other segment items” by reportable segment, representing the difference between reported segment revenues and the sum of significant segment expenses and the reported measure of segment profit or loss. A qualitative description of the composition of these other segment items is also required.
3.Interim Reporting Requirements: All annual disclosures about a reportable segment’s profit or loss and assets, including the new disclosures introduced by ASU 2023-07, must now be provided in interim periods as well.
4.Single Reportable Segment Entities: Public entities with a single reportable segment are explicitly required to provide all segment disclosures mandated by ASC 280, including those introduced by ASU 2023-07. This clarification ensures that users receive comprehensive information about the entity’s operations and performance.
5.Disclosure of CODM Information: Entities must disclose the title and position of the CODM and explain how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and allocating resources.

These amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the ASU for the year ended December 31, 2024.

Note 3 -Accounts Receivable

At March 31, 2025 and December 31, 2024, the Company had accounts receivable of $28,704 and $283,561, respectively.

Note 4 -Prepaid Expenses and Deposits

At March 31, 2025, the Company had prepaid expenses and deposits totaling $2,230,285 consisting of $1,967,890 which includes a balance of $1,536,261 of the Company’s prepaid IR Campaign and other dues and subscriptions, $169,324 of prepaid insurance, $55,116 of security deposits and $37,878 of deposits on raw materials At December 31, 2024, the Company had prepaid expenses and deposits of $920,189, consisting of $193,074 of raw materials, prepaid insurance of $260,943, security deposits of $55,116 and other prepaids of $411,056.

Note 5 -Inventory

At March 31, 2025, the Company had inventory of $338,995 consisting of $242,377 of raw materials and $96,618 of finished goods. At December 31, 2024, the Company had inventory of $233,510, consisting of $132,785 of raw materials and packaging supplies and $100,725 of finished goods.

Note 6-Marketable Securities

Effective August 14, 2023, the Company sold its former wholly-owned subsidiary SRM Entertainment, Inc. (“SRM”) and SRM consummated its Initial Public Offering (“IPO”)(see**Sale of SRM Entertainment, Inc.**included in Note 2. Above). At March 31, 2025 the Company held 2,347,142 shares of common stock of SRM which are considered marketable securities. SRM has a lock-up agreement covering the 2,347,142 shares under the terms of which the Company has agreed not to sell any shares until January 2026.

Note 7-Investment in and Loans to Affiliates

On September 23, 2024, in anticipation of the acquisition of Yerbae Brands Corp. (“Yerbae”) described in detail in the “ITEM 1. BUSINESS, Recent Developments” section of this document (the “Acquisition”), the Company entered into a loan agreement with Yerbae whereby it agreed to provide a loan in the aggregate principal amount of up to $500,000. In further preparation for the Acquisition, on December 10, 2024, the Company entered into a Letter of Intent (“LOI”) whereby it agreed to fund up to $3,000,000 in Yerbae payables upon payment due date to Yerbae’s vendors and suppliers. The Company has paid $525,000 towards the $3,000,000 committed pursuant to the LOI. The principal balance plus accrued interest of the loan to Yerbae is $521,444 and $511,557 as of March 31, 2025 and December 31, 2024, respectively.

Note 8-Intangible Assets

Safety Shot Acquisition

On July 10, 2023, the Company entered into an Asset Purchase Agreement (the “APA”) with GBB Drink Lab, Inc. (“GBB”) under the terms of which the Company acquired certain assets of GBB (the “Purchased Assets”) which included the patents for a blood alcohol reduction product Safety Shot, an over-the- counter dietary supplement that can lower blood alcohol content by supporting its metabolism. The purchase price was 5,000,000 shares of the Company’s restricted common stock, valued at $2,468,500, plus $2,460,664 in cash and additional amounts based upon achieving certain benchmarks. The transaction was accounted for as a single asset purchase and the entire purchase price of $4,929,164 was allocated to the patents. The APA also contains two earn-out provisions that entitle GBB to additional consideration for the Purchased Assets in the maximum amount of $5,500,000 as follows: (i) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $11,000,000 from exercises of the Company’s $1.00 Warrants at an exercise price of $1.00 per Common Share (“Milestone 1”), the Company shall pay to the Seller $2,500,000 payable in cash; and (ii) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $14,000,000 from exercises of the Company’s outstanding July 2021 Warrants at an exercise price of $1.40 per Common Share (“Milestone 2” and collectively with Milestone 1, the “Earn-Out Milestones” and individually, an “Earn-Out Milestone”), the Company shall pay to the Seller an additional $3,000,000 in cash. In December 2023, the Company paid an additional $2,000,000 under the earn-our provisions which was allocated to the patents. As of March 31, 2025, GBB is entitled to an additional payment of $175,000 under Milestone (i).

The patents are being amortized over twelve years (the remaining 12-year life of the patents). During the three months ended March 31, 2025 and year ended December 31, 2024, the Company recognized $101,850 and ,$407,400 of amortization expense, respectively.

Summary of transaction and carrying value:

Purchase price:Allocation of Purchase price:
Cash$2,524,052Patents$4,992,552
Fair value of stock issued2,468,500Amortization(666,693)
$4,992,552Balance$4,325,859

Note 9 –Accrued Interest and Liabilities

At March 31, 2025 and December 31, 2024, the Company had accrued liabilities totaling $539,092, which included $175,000 contingent liability to GBB and $364,092 of accrued losses on two settlement cases, and $1,433,245, which included accrued losses on four settlement agreements, respectively.

Note 10 -Convertible Notes Payable

On January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the “Secured Convertible Bigger Note”); and (ii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the “Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”). The Bigger Settlement Agreement was filed with the 2024 Annual Report on Form 10-K as Exhibit 10.32. The Secured Convertible Bigger Note and Secured Convertible Note were also filed with the 2024 Annual Report on Form 10-K as Exhibits 4.5 and 4.6. The notes entered were due to a legal settlement and no cash was received. This amount was recorded as a loss on settlement as of December 31, 2024.

Interest expense related to the above Notes for the three months ended March 31, 2025 was $91,875.

Note 11 –Covid-19 SBA Loans

During the year ended December 31, 2020, the Company applied for and received $55,700 under the Economic Injury Disaster Loan Program (“EIDL”), which is administered through the Small Business Administration (“SBA”). During 2021, the SBA notified the Company that the terms of the EIDL are a term of 30 years and an interest rate of 3.75%. The balance of the EIDL at March 31, 2025 and December 31, 2024 was $48,132 and $47,928, respectively.

Note 12 -Capital Structure

***Preferred Stock -***The Company is authorized to issue a total of 100,000 shares of preferred stock with par value of $0.001. No shares of preferred stock are issued and outstanding.

***Common Stock -***The Company is authorized to issue a total of 100,000,000 shares of common stock with par value of $0.001. As of March 31, 2025 and December 31, 2024, there were 75,176,604 and 62,640,314 shares of common stock issued and outstanding, respectively.

Year ended December 31, 2024 issuances:

Shares issued in Private Placement for Cash

During the year ended December 31, 2024, the Company had three take-down under its S-3 Registration Statement under which the Company issued a total of 8,130,837 unrestricted shares of its common stock with a fair value of $10,625,519.

Shares issued for services

During the year ended December 31, 2024 the Company issued a total of 2,727,436 restricted shares of its common stock for services for a total fair value of $4,077,050

Shares issued for employee bonuses

During the year ended December 31, 2024, the Company issued a total of 750,000 restricted shares of its common stock for employee bonuses for a total fair value of $1,043,250.

Shares issued for option exercises

During the year ended December 31, 2024, the company issued a total of 153,000 restricted shares of its common stock for cash payments of $76,000 for options exercised.

Shares issued for warrant conversions

During the year ended December 31, 2024, the Company issued a total of 2,996,127 restricted shares of its common stock for cash payments of $3,962,714 for warrant conversions.

Shares issued from stock in connection with extinguishment of convertible notes

During the year ended December 31, 2024, the Company issued a total of 2,248,760 restricted shares of its common stock for a fair value of $1,802,434 for extinguishment of convertible notes.

The following table summaries the issuances of the Company’s shares of common stock for the year ended December 31, 2024 as follows:

Balance December 31, 202345,634,154
Shares issued in Private Placements for cash8,130,837
Shares issued for services2,727,436
Shares issued for employee bonuses750,000
Shares issued for option exercises153,000
Shares issued for warrant conversions2,996,127
Shares issued from stock in connection with extinguishment of convertible notes2,248,760
Balance December 31, 202462,640,314

Three months ended March 31, 2025 issuances:

Shares issued for services

During the three months ended March 31, 2025, the Company entered into three consulting agreements under which the Company issued a total of 1,570,000 shares of restricted common stock for services valued at $1,715,500, based upon the closing market price of the Company’s stock on the date of the related agreements.

Common Stock issued for private placement

During the three months ended March 31, 2025, the Company had five take-downs under its S-3 Registration Statement under which the Company issued a total of 9,038,650 unrestricted shares of its common stock with a fair value of $4,971,971.

Common Stock issued for loss on settlement

The following table summarizes the issuances of the Company’s shares of common stock for the three months ended March 31, 2024 as follows:

Balance December 31, 202462,640,314
Common Stock issued for services1,570,000
Common Stock issued for private placement9,038,650
Common Stock issued for loss on settlement1,927,640
Balance March 31, 202575,176,604

Common Stock Payable –

During the three months ended March 31, 2025 the Company the company issued 1,927,640 shares valued at ($809,608) and 625,000 shares valued at $756,250 from common Stock Payable at December 31, 2024 and recorded $347,500 for shares due for a bonus and $1,165,198 for shares to be issued in a private placement.

During the year ended December 31, 2024, the Company issued $358,543 in stock out of the 2023 balance and the Company entered into agreements to issue stock with a fair value of $756,250 for 625,000 shares of stock and a settlement agreement for the cash value of $875,000 for 1,594,097 shares of stock. The balance at year end December 31, 2024 is $1,997,936.

The following table summarizes the activity of the Company’s common stock payable for the three months ended March 31, 2024 as follows:

Balance December 31, 2024$1,997,936
Common Stock issued for services(756,250)
Common Stock issued for loss on settlement(809,608)
Common Stock due of executive bonus347,500
Common Stock due from private placement1,165,198
Balance March 31, 2025$1,944,776

Note 13 -Warrants and Options

Warrants

During the year ended December 31, 2024, the Company reached a settlement with Bigger Capital Fund LP, (“Bigger”) for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024 (see Note 14). Under the terms of the Settlement the Company agreed to cancel 1,656,050 original warrants with an exercise price of $1.40 held by Bigger in exchange for 5,332,889 “exchange” warrants with an exercise price of $0.4348. The fair value of the exchange warrants is $2,732,329 which is offset by the unamortized value of $439,028 of the original warrants.

Market
RelativeTermExercisePrice onVolatilityRisk-free
Reporting DateFair Value(Years)PriceGrant DatePercentageRate
1/17/25$2,732,3295$0,4348$0,5435161%0.0442

On August 30, 2024, the Company entered into a Securities Purchase Agreement with an affiliate for the purchase of 3,370,787 shares of the company’s common stock for a purchase price of $3,000,000 (market price of $0.89 per share) and 3,370,787 Common warrants for a purchase price of $421,348 (priced at $0.125 per share). The warrants have afive-year term and an exercise price of $0.89 per share.

The following tables summarize all warrants outstanding as of March 31, 2025 and December 31, 2024, and the related changes during the period. Exercise price is the weighted average for the respective warrants at end of period.

Number ofWtd. Average
WarrantsExercise Price
Balance at December 31, 202314,751,835$2.00
Warrants cancelled in the Bigger Settlement(1,656,050)(1.40)
Warrants issued in the Bigger Settlement5,332,8890.43
Warrants issued in a private placement3,370,7870.89
Warrants converted into common stock(2,996,127)(1.32)
Warrants issued in a private placement2,753,3040.45
Balance at December 31, 2024 and March 31, 202521,556,638$1.80
Warrants Exercisable at December 31, 2024 and March 31, 202521,556,638$1.80

Stock Options

During the three months ended March 31, 2024, the Company entered into seven consulting agreements under the terms of which the Company issued 4,745,000 options with vesting periods from immediate to one year with an exercise price between $2.19 and $2.37 and terms from five toten years. The total fair value of the options totals $10,278,150. The Company recognized $2,588,196 expense for the three months ended March 31, 2024.

Also during the three months ended March 31, 2024, the Company granted 5,420,000 options to officers, director and employees of the Company. These options have vesting periods from immediate to one year with an exercise price between $1.57 and $1.96 and terms of five years. The total fair value of the options totals $6,633,848. The Company recognized $5,381,938 expense for the three months ended March 31, 2024.

During the three months ended March 31, 2025, the Company entered into a consulting agreement under the terms of which the Company issued 500,000 options with 250,000 options vesting on August 21, 2025 and 250,000 vesting on February 21. 2026. The total fair value of the options totals $205,165

The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date.

Number of · Term · Exercise · Market Price on Grant · Volatility
Reporting DateOptions(Years)PriceDatePercentageFair Value
1/17 - 3/27/244,745,0005$2.19 - 2.37$2.19 - 2.37155–162%$10,278,150
1/16 - 3/11/245,420,0005 - 10$1.57 – 1.96$1.57 – 1.96119-121%$6,633,848
02/21/25500,0005$0.45$0.42161-162%$205,165

Note 14 -Commitments and Contingencies

The Company entered into an office lease Effective July 1, 2021. The primary term of the lease is five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows:

Primary PeriodAmountAmount During Renewal PeriodAmount
July 1 to June 30, 2022$180,456July 1 to June 30, 2027$240,662
July 1 to June 30, 2023$201,260July 1 to June 30, 2028$247,882
July 1 to June 30, 2024$224,330July 1 to June 30, 2029$255,319
July 1 to June 30, 2025$229,312
July 1 to June 30, 2026$233,653

Under the standard for lease reporting, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $870,406 representing the present value of the future payments under the lease calculated using an 8% discount rate (the current borrowing rate of the company). The ROU and lease liability are amortized over the five-year life of the lease. The unamortized balances at March 31, 2024 were ROU asset of $252,405, current portion of the lease liability of $223,835 and non-current portion of lease liability of $52,153. At December 31, 2024, the unamortized balances were ROU asset of $299,722, the current portion of the lease liability was $212,964 and non-current portion of the lease liability was $114,148.

Additionally, the Company recognized accreted interest expense of $6,203 and $34,655 and rent expense of $66,237 and $267,735 for the lease during the three months ended March 31, 2025 and year ended December 31, 2024 respectively.

Legal Proceedings.

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

On November 30, 2023, Intracoastal Capital, LLC (“Intracoastal”) filed a lawsuit against the Company in the New York County Supreme Court, alleging that (i) the Company is in breach of a common stock warrant issued to Intracoastal on or about July 26, 2021, and (ii) that the Company should be ordered by the court to deliver to Intracoastal 330,619 free trading shares of Company common stock (the “Intracoastal Litigation”). The Intracoastal Litigation seeks compensatory damages in an amount no less than $2 million, in addition to liquidated damages and attorney’s fees. On January 14, 2025, the Company settled all issues and claims relating to the Intracoastal Litigation pursuant to the terms of the Intracoastal Settlement Agreement. Under the Intracoastal Settlement Agreement, the Company agreed to issue to Intracoastal Capital the following: (i) the Intracoastal Settlement Shares consisting of Company common stock with a value of $875,000 and (ii) a settlement payment of $175,000. The number of Intracoastal Settlement Shares shall be the greater of the Initial Share Amount or the Adjusted Share Amount. The Intracoastal Settlement Agreement is filed herein as Exhibit 10.33.

On September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd. filed a lawsuit against the Company in the federal district court for the Southern District of New York case captioned Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc., No.1:23-cv-07874-KPF (the “Litigation”). Sabby’s initial complaint in the Litigation alleges that the Company’s delayed spin-off and distribution of the common stock of “SRM” Entertainment. Inc. give rise to claims of breach-of-contact, promissory estoppel, and negligent misrepresentation. On November 10, 2023, Jupiter sought judicial permission to move to dismiss Sabby’s complaint, arguing that Sabby had no legal right to the delayed distribution occurring on the original record date, and that regardless, no law requires the Company to compensate Sabby for the costs of covering its short position against the Company. The Litigation was dismissed with prejudice by the federal district court for the Southern District of New York on September 23, 2024. On October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States Court of Appeals for the Second Circuit. The Company is awaiting the decision from the Court of Appeals for the Second Circuit.

On February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd. sued the Company in the federal district court for the Southern District of New York, case captioned, Sabby Volatility Warrant Master Fund Ltd. v. Safety Shot, Inc., No. 1:24-cv-920-NRB (the “Litigation”). Sabby’s initial complaint alleges that the Company has improperly refused to honor Sabby’s exercise of a Warrant to acquire 2,105,263 shares of common stock. On March 8, 2024, Sabby filed an amended complaint. The Company has answered the amended complaint is due on March 29, 2024. Sabby seeks “liquidated and compensatory damages in an amount to be proven at trial,” including compensatory damages “estimated to be at least $750,000,” liquidated damages “estimated to be at least $600,000,” specific performance, attorneys’ fees, expenses and costs. The Company intends to vigorously defend itself against Sabby’s claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

On January 16, 2024, 3i LP (“3i”), filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York, case captioned, 3i LP v. Safety Shot, Inc. No. 650196/24 (the “Litigation”). The case stems from the Company’s alleged denial of 3i’s attempt to exercise certain warrants and states causes of action for actual damages and liquidated damages in an amount of approximately $380,000. The Company filed its answer to the complaint on or about March 7, 2024. In April of 2025 the Company settled this Litigation by agreeing to provide 3i with unregistered shares of the Company’s common stock with a market value of $400,000 (the “Settlement Shares”) measured by the lower of the closing price on the NASDAQ Exchange on the day before the date of filing of a Form S-1 and the average VWAP closing price for the five days preceding the date of the filing.

On January 10, 2024, Bigger Capital fund, L.P. (“Bigger”), filed a lawsuit against the Company in the Supreme Court for the State of New York, Case No. 650148/2024 (the “Litigation”). The Litigation stemmed from the Company’s warrant to purchase 1,656,050 shares of Company common stock issued to Bigger Capital on July 20, 2021, and asserted causes of action for Breach of Contract, Specific Performance and Declaratory Relief. The Litigation sought compensatory damages of $3 million, liquidated damages in an estimated amount of $4 million, specific performance, attorney’s fees and declaratory relief. On or about March 4, 2024, the Company filed its answer to Bigger’s complaint.

On January 20, 2025, the Company settled the Litigation and entered into the Bigger Settlement Agreement. In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024. Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following: (i) pay Bigger Capital $375,000; (ii) issue a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the “Secured Convertible Bigger Note”); (iii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the “Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”); and (iv)5,332,889 shares of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an exercise price of $0.4348 per share (the “Bigger Warrants”). A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement. The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6.

On or about January 18, 2024, Alta Partners, LLC, (“Alta”) filed a lawsuit against the Company in the federal district court for the Southern District of New York, case captioned, Alta Partners, LLC v. Safety Shot, Inc. No. 24-cv-373 (S.D.N.Y.) (the “Litigation”). The Litigation stems from the Company’s warrant to purchase shares of Company common stock and asserted causes of action for Breach of Contract Breach of the Implied Covenant of Good Faith and Fair Dealing (in the alternative) and violation of Section 11 of the Securities Act of 1933. The Litigation sought compensatory general and liquidated damages in an amount to be proven at trial. On or about January 29, 2025, the Company settled the Litigation by agreeing to pay $350,000 in exchange for a release of all claims by Alta.

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

Note 15 -Subsequent Events

Subsequent to March 31, 2025, the Company issued a total of 2,482,668 shares of its common stock consisting of: (i)22,000 shares included in Common Stock Payable; (ii)91,000 shares issued for a warrant exercise: and (iii)2,369,668 shares issued at market price in a private placement for $5,000,000.

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2025, to the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

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