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
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 | ||