JUPW Jupiter Wellness Inc

 

 

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): February 27, 2024

 

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 1.01. Entry into a Material Definitive Agreement

 

On March 1, 2024, Safety Shot, Inc. (the “Company”) entered into a transition advisory agreement (the “Agreement”) with Brian S. John, pursuant to which the Mr. John resigned from his position as the Chief Executive Officer of the Company and was hired as an advisor to the Company for a term of 3 months ending on June 1, 2024, and a further 3 months extension with the mutual consent of the parties therein. Mr. John shall receive $12,500 as a monthly compensation for his services under the Agreement.

 

On March 1, 2024, the Company also entered into the Omnibus Agreement with Brian John and Dr. Glynn Wilson Pursuant to the Agreement, Mr. John also transferred certain options to the Company’s new Chief Executive Officer, Jarrett Boon and Dr. Glynn Wilson, the Company’s Chief Science Officer agreed to transfer certain options to John Gulyas, the Company’s new Chairman of the Board. Mr. John received the right to 10% of any proceeds from the sale by the Company of any shares of SRM or Chijet. owned by the Company.

 

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, the forms of which are filed herein as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On February 27, 2024, the board of directors (the “Board”) appointed Danielle De Rosa as the Chief Financial Officer of the Company, effective March 1, 2024. Ms. Rosa has over 25 years of experience in all aspects of financial services and operational functions. Ms. Rosa served as Chief Financial Officer at Virtra since January 2023. From July 2022 to December 2022, Ms. Rosa served as the CFO at Common Spirit. From December 2010 to February 2022, Ms. Rosa served as the Senior Finance Officer at Lorts Manufacturing. Ms. Rosa has a Master of Business Management from University of Phoenix and a Bachelor of Science in Accounting from University of Phoenix.

 

On February 28, 2024, Markita L. Russell resigned from her position as the Chief Financial Officer of the Company, effective February 29, 2024. Ms. Russell’s resignation is not the result of any disagreement with the Company, the board of directors , or management, on any matter relating to the Company’s operations, policies or practices.

 

On February 28, 2024, Brian S. John resigned from his position as the Chief Executive Officer of the Company, effective immediately. Mr. John’s resignation is not the result of any disagreement with the Company, the Board, or management, or any matter relating to the Company’s operations, policies or practices. On February 28, 2024, Mr. John resigned from the Board. The information contained in Item 1.01 to this current report on Form 8-K is by this reference incorporated in this Item 5.02.

 

On March 1, 2024, Dr. Glynn Wilson resigned his position from the Board and his role as Chairman of the Board. Mr. John Gulyas assumed the position of Chairman of the Board.

 

On February 28, 2024 the Board appointed Jarrett Boon as the Chief Executive Officer of the Company, effective immediately. Since the acquisition of GBB Drink Lab, he has been the Chief Operating Officer. Mr. Boon was the Co-Founder and CEO of GBB Drink Lab. Mr. Boon has over 30 years of experience building successful businesses from creation to exit. He was one of the original thought leaders and investors in LifeLock, a leading identity protection provider, where he applied his expertise in sales, marketing, and strategic business development to grow LifeLock to $500 million in revenue. LifeLock went public in 2012 and was subsequently acquired by Symantec in 2016 for $2.3 billion. Prior to LifeLock, Mr. Boon founded SW Promotions, a marketing and advertising company. SW Promotions and its 400 employees were acquired by one of its publicly traded partners.

 

 

There are no arrangements or understandings between the Company and the newly appointed executive officer or director and any other person or persons pursuant to which each executive officer or director was appointed and there is no family relationship between or among any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

 

There are no transactions between the Company and any newly appointed executive officer or director that are reportable pursuant to Item 404(a) of Regulation SK. The Company did not enter into or materially amend any material plan, contract or arrangement with any newly appointed executive officer or director in connection with his or her appointment as a director or executive officer.

 

Item 8.01 Other Events.

 

As previously disclosed on February 9, 2024, under the form POSAM, a lawsuit was filed against the Company in the federal district court for the Central District of California, Case No. 2:24-cv-537 (the “Litigation”). The Litigation has been resolved. The Company stipulated to the entry of a permanent injunction and final judgment. As a result of the settlement and permanent injunction, the activities referenced in our January 3, 2024 press release are prohibited and will not be taking place.

 

Item 9.01 Exhibits

 

Exhibit No.		Description
Exhibit 10.1		Transition Advisory Agreement dated March 1, 2024
Exhibit 10.2		Omnibus Agreement dated March 1, 2024.
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: March 1, 2024

 

	SAFETY SHOT, INC.
	By:	/s/ Jarrett Boon
		Jarrett Boon
		Chief Executive Officer

 

 

 

Exhibit 10.1

 

TRANSITION ADVISORY AGREEMENT

 

THIS TRANSITION ADVISORY AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2024 (the “Effective Date”), between Safety Shot, Inc., a Delaware corporation, whose principal place of business is 1061 E. Indiantown Road, Suite 110. Jupiter, FL. 33477 (the “Company”) and Mr. Brian S John, an individual whose mailing address is 16142 Cadence Pass. Jupiter, FL. 33478 (the “Executive”). The Executive is a former member of the Management Team.

 

RECITALS

 

WHEREAS, the Company has executed an agreement for the acquisition of Safety Shot, Inc. (“SHOT Beverage” through Jupiter Wellness, Inc., a Florida corporation and related transactions as reflected in that certain Asset Purchase Agreement dated as of ______________________________ (the

“Asset Purchase Agreement”),

 

WHEREAS, the Executive served as the Chief Executive Officer of the Company until his resignation on February 28, 2024.

 

WHEREAS, the Executive and the Company desire to provide for an orderly transition to the Executive’s successor as Chief Executive Officer of the Company upon Mr. John’s resignation; and

 

WHEREAS, the Company desires to retain the Executive with respect to the services described herein and to enter into an advisory arrangement upon the termination of the Executive’s employment with the Company following his resignation;

 

NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the Executive do hereby agree as follows:

 

1. Recitals. The above recitals are true, correct, and are herein incorporated by reference.

 

2. Transition Upon Closing. Effective upon his Resignation, the Executive shall resign from his position as an officer and director of the Company (“Resignation”). Because the Executive had a contractual right to continue to work for the Company, his Resignation at the request of the Company confers valuable consideration upon the Company.

 

3. Compensation and Benefits During the Advisory Period.

 

3.1. Advisory Period. The Company agrees to engage the Executive as an advisor of the Company effective as of his resignation, and the Executive agrees to render services as an advisor to the Company as of such date on the terms and conditions set forth below. The term of service as an advisor to the Company will continue for a period of 3 months until June 1, 2024, unless terminated earlier as provided in Section 5 (“Advisory Period”). The agreement may be extended for another 3 month period upon mutual consent of the parties.

 

3.2. Advisory Duties. During the Advisory Period, the Executive will use his good faith efforts to perform such services to the best of his abilities. The Executive agrees that he will devote a reasonable amount of time performing such duties on behalf of the Company as from time to time may be assigned to him by the Board, which may include (i) assistance with the transition of the incoming team of the Company, and (ii) general guidance with respect to the Company’s products and pipeline development and general corporate duties. Notwithstanding any provision of this Agreement to the contrary, the Company understands and acknowledges that Executive services under this Agreement are not exclusive and that Executive is permitted to be employed full-time at other entities while rendering services under this Agreement.

 

 

3.3. Advisory Fees. In exchange for the Resignation, during the Advisory Period, and provided that the Executive is not in breach of his obligations under this Agreement, the Executive will be paid an Advisory fee at an annualized rate of $150,000.00 for the Advisory Period (the “Advisory Annual Compensation”). In addition, starting at the date of this agreement, the Advisory Period will commence, and the Company shall pay to Executive on a bi-weekly basis in equal installments the Advisory Annual Compensation for 3 months of services under this Agreement (the “Advisory Services Period Payment”). The Advisory Services Period Payment will be remitted in cash by wire transfer of immediately available funds to one or more accounts designated in writing by the Executive.

 

3.4. Bonus. During the Advisory Period, Executive will be eligible to receive bonus, awards and other incentive equity grants, at the discretion of the Company’s board of directors.

 

4.5 Advisory Expenses. During the Advisory Period, the Executive shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred by the Executive (in accordance with the policies and procedures established by the Company for its senior executive officers) in performing services hereunder, provided the Executive properly accounts therefor.

 

4.6 Independent Contractor Status. The Executive will be performing Advisory services as an independent contractor during the Advisory Period, and not as an employee or officer of the Company. The Executive will be responsible for all taxes and non-reimbursable expenses attributable to the rendition of his advisory services. The advisory arrangement shall not be deemed to constitute a partnership or joint venture between the Company and the Executive, nor shall the advisory arrangement be deemed to make the Executive an agent of the Company.

 

4.7. Incentive, Savings and Retirement Plans. During the Advisory Period, the Executive shall be eligible to participate in any savings and retirement plans, practices, policies and programs established, or to be established and executed by the Company as if he were an employee.

 

4.8. Welfare Benefit Plans. During the Advisory Period, the Executive shall be eligible for participation in and shall receive all benefits as if here he were an employee under welfare benefit plans, practices, policies and programs provided by the Company and its subsidiaries (including, without limitation, medical, prescription, dental, disability, remuneration continuance, employee life, group life, accidental death and travel accident insurance plans and programs), at least as favorable as the most favorable of such plans, practices, policies and programs.

 

4.9. Vacation. During the Advisory Period, the Executive shall be entitled to be paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its subsidiaries as in effect at any time hereafter, but in no event shall Executive be entitled to fewer than 28 business days paid vacation per year, as well as pay for all holidays observed by the Company.

 

 

 

5.Termination of Advisory Services.

 

5.1 Termination for Cause. Notwithstanding anything contained to the contrary in this Agreement, this Agreement may be terminated by the Company for Cause. The Executive’s advisory services hereunder may be terminated immediately at any time by the Company without any liability owing to Executive or Executive’s beneficiaries under this Agreement, except for (i) Signing Bonus and any earned, accrued and unpaid Advisory Services Period Payment, (ii) any earned and unpaid bonus from the year immediately preceding the year of Executive’s termination, (iii) any unreimbursed business expenses incurred in accordance with Section 4.5, and (vi) any rights of indemnification set forth in this Agreement or otherwise. For the avoidance of doubt, this Section 5 applies only to Executive’s advisory services rendered during the Advisory Period. As used in this Agreement, “Cause” shall only mean:

 

(a) committing or participating in an injurious act resulting from a willful malfeasance, bad faith or gross negligence on his part in the performance of his duties or from reckless disregard by him of his obligations and duties under this Agreement;

 

(b) subject to the following sentences, repeated violation by the Executive of the Executive’s material obligations under this Agreement which are demonstrably willful, persistent and deliberate on the Executive’s part and which are not remedied in a reasonable period of time after receipt of written notice from the Company’s Board of Directors; or

 

(c) the conviction of the Executive for any crime involving material dishonesty or fraud.

 

Upon any reasonable and good faith determination by the majority of the independent members of the Company’s the Board of Directors that Cause exists under clause (a) of the preceding sentence or clause (b) of the preceding sentence (to the extent the violation under said clause (b) has not been cured by the Executive), the Company shall cause a special meeting of the Board to be called and held at a time mutually convenient to the Board and Executive, but in no event later than ten ( I0) business days after Executive’s receipt of the notice contemplated by clauses (a) or (b). Executive shall have the right to appear before such special meeting of the Board with legal counsel of his choosing to refute any determination of Cause specified in such notice, and any termination of Executive’s service by reason of such Cause determination shall not be effective until Executive is afforded such opportunity to appear. Any termination for Cause pursuant to clause (a) or (b) of the first sentence of this Section 5.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination.

 

5.2 Disability. Notwithstanding anything contained in this Agreement to the contrary, the Company, by written notice to the Executive, shall at all times have the right to terminate this Agreement, and the Executive’s service hereunder, if the Executive shall, as the result of mental or physical incapacity, illness or disability, fail to perfonn all of his duties and responsibilities provided for herein for a period of more than two hundred (200) consecutive days in any 12-month period. Upon any tennination pursuant to this Section 5.2, the Executive shall be entitled to the remaining total amount earned but not then-yet paid to the Executive under this Agreement, which shall equal of the Advisory Services Period Payment for the entire Advisory Period and any bonus, within 30 days after the date of tennination. In addition, the Executive shall be entitled to reimbursement for all business expenses incurred prior to his disability. Payment under this Section 5.2 and any reimbursement amounts owed to the Executive, as set forth in the preceding sentence, shall be paid remitted to Executive in cash by wire transfer of immediately available funds to one or more accounts designated in writing by the Executive’s legal representative.

 

 

5.3 Death. In the event of the death of the Executive during the Advisory Period, the Company shall pay to the estate of the deceased Executive the compensation, bonuses and benefits as detailed in Section 5.4 “Tennination without Cause” below, within 30 days after the date of Executive’s death.

 

5.4 Termination without Cause. At any time, the Company shall have the right to tenninate Executive’s advisory services hereunder by written notice to Executive; provided, however, that the Company shall:

 

(a) In addition to Signing Bonus, (i) pay to Executive sum cash payment, within 30 days after the date of tennination, equal to earned, accrued and unpaid portion of the Advisory Services Period Payment (in an event the Executive was tenninated during the tenn of this Agreement); (ii) reimbursement for all business expenses incurred prior to the tennination, and (iii) all the benefits given hereunder, for the remaining period of this Agreement, and will further allow to receive all bonuses under Section 4.4 above for the entire Advisory Period that would be payable had Executive completed his service under this Agreement;

 

(b) continue to pay the Executive’s health and disability insurance for the longer of a period of twelve (12) months or the remaining tenn of this Agreement.

 

(c) The Company shall be deemed to have tenninated this Agreement pursuant to this Section

 

5.4 if such service is terminated by the Company without Cause, by the Executive voluntarily for Good Reason, or as a result of a Charge in Control.

 

(d) For purposes of this Agreement, “Good Reason” means: (i) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities or any reduction in the Executive’s compensation tenns pursuant to Section 4 or subsections thereof, of this Agreement; (ii) any failure by the Company to comply with any of the provisions of Section 4 of this Agreement; (iii) the Company’s requiring the Executive to be based at any office or location more than fifty (50) miles from the Executive’s current offices, except for travel reasonably required in the performance of the Executive’s responsibilities; (iv) any change in the designation of the particular Executive that the Executive is obligated to report to under Section 4.2 hereof; (v) any purported tennination by the Company of the other than as expressly permitted by this Agreement; or (vi) any tennination by the Executive for any reason during the twelve (12) m nth period following the effective date of any Change in Control.

 

(e) For purposes of this Agreement, “Change in Control” means: (i) The acquisition (other than by or from the Company), at any time after the transition, by any person, entity or “group,” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule l 3d-3 promulgated under the Exchange Act) of 30% or more of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; (ii) Approval by the stockholders of the Company of (A) a reorganization, merger or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 30% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then out-standing voting securities, (B) a liquidation or dissolution of the Company, or (C) the sale of all or substantially all of the assets of the Company, unless the approved reorganization, merger, consolidation, liquidation, dissolution or sale is subsequently abandoned; or (iii) The approval by the Company’s Board of the sale, distribution and/or other transfer or action (and/or series of sales, distributions and/or other transfers or actions from time to time or over a period of time), that results in the Company’s ownership of less than 70% of the Company’s current assets.

 

 

5.5 Voluntary Termination by Executive. Notwithstanding anything contained in this Agreement to the contrary, the Executive, by giving thirty (30) days prior written notice to the Company, shall have the right to terminate this Agreement at his sole discretion for Good Reason. Upon any termination pursuant to this Section 5.5, the Executive shall be entitled to be paid an earned, accrued but unpaid consideration and reimbursement under this Agreement, and he forfeits the unaccrued balance of the compensation under this Agreement.

 

6. Indemnity; Exculpation; Insurance.

 

6.1 Indemnity. The Company shall indemnify, defend, and hold Executive harmless, at Company’s own expense, from and against any and all losses, liability, obligations, damages, third-party claims, demands, causes of action, costs and expenses of whatever form or nature (each a “Claim” and collectively, “Claims”), including all outside attorney’s fees and other costs of legal defense, arising out of or related to: (i) the Executive’s rendering of services under this Agreement; (ii) an actual or alleged breach of any of the representations, warranties or covenants of this Agreement by the Company; (iii) Company’s negligence, willful misconduct, or willful misrepresentation; or (iv) any other act or omission by or attributable to Company in connection with this Agreement except to extent such indemnity is prohibited by law. Company shall give prompt written notice to the Executive of any proposed settlement of any Claim. Company may not, without the Executive’s prior written consent condition or delay, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent: (X) includes an unconditional release of the Executive from all liability arising out of such claim; (Y) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Executive; and (Z) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of the Executive. Provided, however, that the indemnity agreement contained in this Section 6.1 shall not apply to any such losses, claims, related expenses, damages or liabilities arising out of gross negligence, willful misconduct or fraud of the Executive, or a material breach of the Executive’s representations and warranties hereunder.

 

6.2 Exculpation. Notwithstanding anything to the contrary herein, the Executive shall, to the greatest extent permitted by law at the time this clause is construed, be exculpated from any liability whatsoever for any alleged abuse of discretion, tort, breach of fiduciary duty or breach of trust caused by any act or omission in connection with this Agreement. As a consequence, the Executive shall under no circumstances ever be held personally liable to any other person, firm or corporation for any damages directly or indirectly arising out of any act or omission committed in connection with this Agreement. This exculpation shall not, however, protect the Executive from any liability for a breach of trust committed intentionally or in bad faith. Even if this Section 6.2 shall not protect the Executive due to the foregoing sentence, in no event shall the Executive ever be liable for any punitive or exemplary damages for any act or omission committed in connection with this Agreement hereunder regardless of whether such act or omission constituted an act committed intentionally or in bad faith.

 

6.3 Insurance. The Company has procured, and shall continue to maintain, policies of insurance that provides to the same coverage to Executive as is provided to any officer and director of the Company.

 

 

4. Notices. Any notice required or permitted to be given under the terms of this Agreement shall be sufficient if in writing and if sent postage prepaid by registered or certified mail, return receipt requested; by overnight delivery; by courier; or by confirmed telecopy, in the case of the Executive to the Executive’s last place of business or residence as shown on the records of the Company, or in the case of the Company to its principal office as set forth in the first paragraph of this Agreement, or at such other place as the Executive may designate.

 

5. Waiver. Unless agreed in writing, the failure of either party, at any time, to require performance by the other of any provisions hereunder shall not affect its right thereafter to enforce the same, nor shall a waiver by either party of any breach of any provision hereof be taken or held to be a waiver of any other preceding or succeeding breach of any term or provision of this Agreement. No extension of time for the performance of any obligation or act shall be deemed to be an extension of time for the performance of any other obligation or act hereunder.

 

6. Completeness and Modification. This Agreement constitutes the entire understanding between the parties hereto superseding all prior and contemporaneous agreements or understandings among the parties hereto concerning the Employment Agreement. This Agreement may be amended, modified, superseded or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties or, in the case of a waiver, by the party to be charged.

 

7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute but one agreement.

 

8. Binding Effect; Assignment. This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and assigns. This Agreement shall not be assignable by either party Executive but shall be assignable by the Company in connection with the sale, transfer or other disposition of its business or to any of the Company’s affiliates controlled by or under common control with the Company.

 

9. Governing Law and Venue. This Agreement shall become valid when executed and accepted by Company. The parties agree that it shall be deemed made and entered into in the State of Florida and shall be governed and construed under and in accordance with the laws of the State of Florida. Anything in this Agreement to the contrary notwithstanding, the Executive shall conduct the Executive’s business in a lawful manner and faithfully comply with applicable laws or regulations of the state, city or other political subdivision in which the Executive is located. The Company and the Executive acknowledge and agree that the 15th Judicial Circuit of Florida shall be the venue and exclusive proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this Agreement and the parties further agree that, in the event of litigation arising out of or in connection with this Agreement in these courts, they will not contest or challenge the jurisdiction or venue of these courts.

 

10. Further Assurances. All parties hereto shall execute and deliver such other instruments and do such other acts as may be necessary to carry out the intent and purposes of this Agreement.

 

11. Headings. The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

 

12. Survival. Any termination of this Agreement shall not, however, affect the ongoing provisions of this Agreement which shall survive such termination in accordance with their terms.

 

13. Severability. The invalidity or unenforceability, in whole or in part, of any covenant, promise or undertaking, or any section, subsection, paragraph, sentence, clause, phrase or word or of any provision of this Agreement shall not affect the validity or enforceability of the remaining portions thereof.

 

14. Enforcement. Should it become necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, the successful party will be awarded reasonable attorneys’ fees at all trial and appellate levels, expenses and costs.

 

15. Construction and Understanding by the Executive. This Agreement shall be construed within the fair meaning of each of its terms and not against the party drafting the document. THE EXECUTIVE ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, THE EXECUTIVE HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

THE COMPANY
Safety Shot, Inc
By:	/s/ Jarrett Boon
Title:	CEO

 

ADVISOR
By:	/s/ Brian John
Brian S John

 

 

 

Exhibit 10.2

 

OMNIBUS AGREEMENT

 

This Agreement (the “Agreement”) is entered into as of March 1, 2024 (the “Effective Date”), by and between Safety Shot, Inc., a Delaware corporation (the “Company”), Brian John, Dr. Glynn Wilson (together with Mr. John, the “Stockholders”), Jarrett Boon and John Gulyas.

 

WHEREAS, as of the Effective Date, Mr. John has, among other securities of the Company, beneficial ownership of (i) 1,000,000 options of the Company each representing the right to acquire one share of Common Stock, par value $0.001, of the Company (the “Common Stock”), at an exercise price of $0.84 per share (the “John $0.84 Options”), and (ii) 900,000 options of the Company each representing the right to acquire one share of Common Stock at $1.30 per share (together with the John $0.84 Options, the “John Options”);

 

WHEREAS, as of the Effective Date, Dr. Wilson has, among other securities of the Company, beneficial ownership of (i) 900,000 options of the Company each representing the right to acquire one share of Common Stock at an exercise price of $1.30 per share (the “Wilson $1.30 Options”), (ii) 1,000,000 options of the Company each representing the right to acquire one share of Common Stock at an exercise price of $0.76 per share (together with the Wilson $1.30 Options, the “Wilson Options” and, together with the John Options, the “Options”);

 

WHEREAS, Mr. John has concurrently entered into the Leak-Out Agreement, dated as of March 1, 2024, attached hereto as Exhibit A;

 

WHEREAS, Dr. Wilson has concurrently entered into the Leak-Out Agreement, dated as of March 1, 2024, attached hereto as Exhibit B;

 

WHEREAS, Mr. Gulyas and Mr. Boon are parties to this Agreement solely with respect to Section 1, 2, 7, 8, 9, 10, 11, 12, 13, 14, and 15, and, for the avoidance of doubt, Mr. Gulyas and Mr. Boon have no involvement with the remaining Sections of this Agreement, which are between the other Parties hereto.

 

NOW, THEREFORE, in consideration of the promises, covenants and agreements herein contained, the parties agree as follows:

 

SECTION 1. Definitions

 

In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.

 

“Affiliate” shall have the meaning ascribed in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

 

“beneficial ownership” shall have the meaning ascribed in Rule 13d-3 of the rules promulgated under the Exchange Act.

 

 

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.

 

“Convertible Securities” means any capital stock or other security of the Company or any of its subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its subsidiaries.

 

“Initial Holders” shall mean those holders of the Company’s options identified in Schedule I attached to this agreement.

 

“Holder” or “Holders” shall mean any one or all of the Initial Holders and Remaining Holders.

 

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act of 1934, as amended (the “Exchange Act”)), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

 

“Principal Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date(s) in question: the NASDAQ Capital Market or subsequently the NYSE, the NYSE Euronext, NYSE American, the NASDAQ Global Market, the NASDAQ Global Select Market or the OTC QB or QX.

 

“Remaining Holders” shall mean those holders of the Company’s options identified in Schedule II attached to this agreement.

 

SECTION 2. purchase of Stocholder Options.

 

2.1 Jarrett Boon hereby agrees to purchase from Mr. John, and Mr. John hereby agrees to sell, assign and transfer to Mr. Boon, all of Mr. John’s right, title and interest in and to the John Options for an aggregate purchase price of $190,000 (the “John Purchase Amount”). Within two Business days of the Effective Date, the Company shall transfer such options on its books and Mr. Boon will deliver to Mr. John the John Purchase Amount via wire transfer of immediately available funds to the account of Mr. John’s choosing (the “John Closing”). Upon the John Closing, Mr. John shall no longer have any rights as a holder of the John Options.

 

2.2 John Gulyas hereby agrees to purchase from Dr. Wilson, and Dr. Wilson hereby agrees to sell, assign and transfer to Mr. Gulyas, all of Dr. Wilson’s right, title and interest in and to the Wilson Options for an aggregate purchase price of $190,000 (the “Wilson Purchase Amount”). Within two Business days of the Effective Date, the Company shall transfer such options on its books and Mr. Gulyas will deliver to Dr. Wilson the Wilson Purchase Amount via wire transfer of immediately available funds to the account of Dr. Wilson’s choosing (the “Wilson Closing”). Upon the Wilson Closing, Dr. Wilson shall no longer have any rights as a holder of the Wilson Options.

 

 

2.3 In connection with the transactions provided for in this Section 2, Mr. John represents and warrants to Mr. Boon and Dr. Wilson represents and warrants to Mr. Gulyas as follows.

 

(i) Authorization. The Stockholders have all necessary power and authority to execute, deliver and perform the Stockholders’ obligations under this Section 2 and all agreements, instruments and documents contemplated hereby and to sell and deliver the Option, and this Agreement constitutes a valid and binding obligation of the Stockholders.

 

(ii) No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated in this Section 2 will not result in a breach by the Stockholders of, or constitute a default by the Stockholders under, any agreement, instrument, decree, judgment or order to which the Stockholders are a party or by which the Stockholders may be bound.

 

(iii) Experience and Evaluation. By reason of the Stockholders’ business or financial experience or the business or financial experience of the Stockholders’ professional advisers who are unaffiliated with the Company and who are not compensated by the Company, the Stockholders have the capacity to protect the Stockholders’ own interests in connection with the sale of the Options. The Stockholders are capable of evaluating the potential risks and benefits of the sale hereunder of the Options.

 

(iv) Access to Information. The Stockholders have received all the information that the Stockholders consider necessary or appropriate for deciding whether to sell the Options hereunder and perform the other transactions contemplated hereby. The Stockholders further represent that the Stockholders have had an opportunity to ask questions and receive answers from the Company regarding the business, properties, prospects and financial condition of the Company and to seek from the Company such additional information as the Stockholders have deemed necessary to verify the accuracy of any such information furnished or otherwise made available to the Stockholders by or on behalf of the Company.

 

(v) No Future Participation. The Stockholders acknowledge that the Stockholders will have no future participation in any Company gains, losses, profits or distributions with respect to the Options. If the Options increase in value by any means, the Stockholders acknowledge that the Stockholders are voluntarily forfeiting any opportunity to share in any resulting increase in value from the Options.

 

(vi) Tax Matters. The Stockholders have had an opportunity to review with the Stockholders’ tax advisers the federal, state, local and foreign tax consequences of the transactions contemplated by this Section 2. The Stockholders are relying solely on such advisers and not on any statements or representations of the Company or any of its agents. The Stockholders understand that the Stockholders (and not the Company) shall be responsible for the Stockholders’ tax liability and any related interest and penalties that may arise as a result of the transactions contemplated by this Section 2.

 

SECTION 3. Rule 144 Sales

 

3.1 The Company shall cooperate with Mr. John and Dr. Wilson to cause the removal of all restrictive legends on shares of Common Stock being properly sold by either Mr. John or Dr. Wilson pursuant to Rule 144 (“Rule 144”) under the Securities Act, including, within five (5) Business Days of either Mr. John or Dr. Wilson’s request, causing its legal counsel to deliver the necessary legal opinions, if any, to the Company’s transfer agent in connection with the instruction to remove the restrictive legends upon the receipt of such supporting documentation, if any, as reasonably requested by such counsel.

 

 

SECTION 4. Registration

 

4.1 The Company agrees that, (i) following the effectiveness of the Registration Statement on Form S-1 (File No. 333-258005) and the subsequent exercise of 10,000,000 of the Company’s warrants registered pursuant to that Registration Statement, the Company file with the SEC (at the Company’s sole cost and expense) a registration statement on Form S-8 (the “Initial Registration Statement”) registering both the initial issuance of the Common Stock underlying all of the options shown on Schedule I attached hereto held by each of the Initial Holders (the “Initial Underlying Shares”) and the resale of the Underlying Shares held by every Holder of the Initial Underlying Shares who is an Affiliate (the “Initial Affiliated Holders”) of the Company (the “Initial Affiliated Shares”) within three (3) Business Days and (ii) prior to December 31, 2024, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement on Form S-8 (the “Remainder Registration Statement” and, together with the Initial Registration Statement, the “Registration Statements”) registering both the initial issuance of the Common Stock underlying all of the options shown on Schedule II attached hereto held by each of the Remaining Holders (the “Remaining Underlying Shares” and, together with the Initial Underlying Shares, the “Underlying Shares”) and the resale of the Underlying Shares held by every Holder who is an Affiliate (the “Remaining Affiliated Holders” and, together with the Initial Affiliated Holders, the “Affiliated Holders”) of the Company (the “Remainder Affiliated Shares” and, together with the Initial Affiliated Shares, the “Affiliated Shares”). The Company will provide a draft of each of the Registration Statements to Mr. John for review at least two (2) Business Days in advance of filing the applicable Registration Statement with the SEC. The Company agrees that the Company will cause each such Registration Statements to remain effective until the earlier of (i) the date on which all of the applicable Underlying Shares have been issued and the applicable Affiliated Shares shall have been resold, or (ii) on the first date on which each Holder can sell all of its applicable Underlying Shares under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold. For as long as the Registration Statements shall remain effective pursuant to the immediately preceding sentence, the Company will use its reasonable best efforts to file all reports, and will provide all customary and reasonable cooperation, necessary to enable the resale of the Affiliated Shares pursuant to the Registration Statements or Rule 144 of the Securities Act, as applicable, qualify the Underlying Shares for listing on the applicable stock exchange, update or amend the Registration Statements as necessary and provide customary notice to Holders. Each of the Holders agrees to disclose its beneficial ownership of Underlying Shares to the Company (or its successor) upon request to assist the Company in making the determination described above. The Company’s obligations to include each Holder’s Underlying Shares in the Registration Statements are contingent upon the Holder furnishing in writing to the Company such information regarding the Holder, the Underlying Shares held by the Holder and, in the case of the Affiliated Holders, the intended method of disposition of the Underlying Shares as shall be reasonably requested by the Company to effect the registration of the Underlying Shares, and, in the case of the Affiliated Holders, executing such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. The Company may delay filing or suspend the use of either of the Registration Statements if it determines that in order for the applicable Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that, (i) the Company shall not so delay filing or so suspend the use of either Registration Statement for a period of more than sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day period and (ii) the Company shall use commercially reasonable efforts to make the applicable Registration Statement available for the sale of the Affiliated Shares as soon as practicable thereafter. Upon receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that a Registration Statement is effective or if as a result of a Suspension Event a Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Affiliated Holder agrees that (i) it will immediately discontinue offers and sales of the Affiliated Shares under the applicable Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the undersigned receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Affiliated Holders will deliver to the Company or, in the Affiliated Holder’s sole discretion, destroy all copies of the prospectus covering the Affiliated Shares in the undersigned’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Affiliated Shares shall not apply (i) to the extent an Affiliated Holder is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

 

 

4.2 The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Affiliated Holder, the officers, directors, agents, partners, members, managers, stockholders, affiliates, employees and investment advisers of each such Affiliated Holder, each person who controls such Affiliated Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents, affiliates, employees and investment advisers of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”) that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained (or incorporated by reference) in the Registration Statements, any prospectus included in the Registration Statements or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding the undersigned furnished in writing to the Company by an Affiliated Holder expressly for use therein. The Company shall notify the applicable Affiliated Holders promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 4 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the sale of the Underlying Shares by any Holder. Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the Company in a timely manner or (B) in connection with any offers or sales effected by or on behalf of the undersigned in violation of this Agreement.

 

4.3 The Affiliated Holders shall, severally and not jointly with any other Affiliated Holders in the offering, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in any Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding the Affiliated Holders furnished in writing to the Company by the Affiliated Holders expressly for use therein. In no event shall the liability of Affiliated Holders be greater in amount than the dollar amount of the net proceeds received by the undersigned upon the sale of the Affiliated Shares giving rise to such indemnification obligation. Notwithstanding the forgoing, the undersigned’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Affiliated Holder (which consent shall not be unreasonably withheld or delayed).

 

 

SECTION 5. Employment Agreement

 

5.1 The Company and Mr. John desire to amend Mr. John’s employment agreement with the Company dated as of May 1, 2023 (the “Employment Agreement”) on the terms and conditions set forth in this Section 5.

 

5.2 The Investment Bonus (as defined in the Employment Agreement) shall be allocated, shared and distributed to Mr. John as follows:

 

●

10% of the net proceeds of all sales of equity securities by SRM Entertainment, Inc. and Chijet Motor Company, Inc. received by the Company through December 31, 2026. Such proceeds shall be paid to Mr. John on a weekly basis based upon proceeds received each week;

 

5.3 Except as expressly provided in this Section 5, all other the terms and provisions of the Employment Agreement are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Agreement does not constitute, directly or by implication, an amendment or waiver of any provision of the Employment Agreement, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. If any provision of the Employment Agreement is materially different from or inconsistent with any provision of this Amendment, the provision of this Amendment shall control, and the provision of the Employment Agreement shall, to the extent of such difference or inconsistency, be disregarded.

 

SECTION 6. Successors And Assigns.

 

6.1 Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Repurchased Shares). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

 

 

SECTION 7. GOVERNING Law.

 

7.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except the choice-of-law provisions thereof.

 

SECTION 8. Confidentiality.

 

8.1 The Stockholders agree that they will keep confidential and will not disclose or use for any purpose any information about the terms of this Agreement and the transactions contemplated hereby and any confidential information regarding the Company obtained in connection herewith, unless any such information (a) is known or becomes known to the public in general (other than as a result of a breach of this Agreement by the disclosing party), (b) is or has been independently developed or conceived by the Stockholders without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the disclosing party by a third party without a breach of any confidentiality obligations by such third party; provided, however, that the Stockholders may disclose such information (i) to their attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with the transfer of the Repurchased Shares or (ii) as may be required by law, provided that the disclosing party promptly notifies the other parties hereto in advance of such disclosure and agrees to cooperate to take reasonable steps to minimize the extent of any such required disclosure.

 

SECTION 9. ENTIRE AGREEMENT.

 

9.1 This Agreement contains the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof, except as expressly referred to herein.

 

SECTION 10. aMENDMENTS and WAIVERS.

 

10.1 Any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Stockholders and the Company.

 

SECTION 11. FURTHER ACTION.

 

11.1 Each party hereto agrees to execute any additional documents and to take any further action as may be necessary or desirable in order to implement the transactions contemplated by this Agreement.

 

SECTION 12. SURVIVAL.

 

12.1 The representations and warranties herein shall survive the Closing.

 

 

SECTION 13. SEVERABILITY.

 

13.1 Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

 

SECTION 14. NOTICES.

 

14.1 All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when delivered by email, with affirmative confirmation of receipt, (c) when sent by confirmed facsimile, if sent during normal business hours of the recipient or, if not, then on the next Business Day, (d) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (e) one day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 14).

 

SECTION 15. COUNTERPARTS.

 

15.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

[Remainder of Page Intentionally Left Blank]

 

 

In Witness Whereof, each of the parties has executed this Stock Repurchase Agreement as of the day and year first above written.

 

	SAFETY SHOT, INC.
	By:
	Name:	[  ]
	Title:	[  ]
	STOCKHOLDERS
	Brian John
	Dr. Glynn Wilson
	BRIAN JOHN, AS REPRESENTATIVE OF THE HOLDERS
	Brian John
	Jarrett Boon
	John Gulyas

 

 

EXHIBIT A

 

LEAK OUT AGREEMENT

 

This LEAK-OUT AGREEMENT (the “Agreement”) is made as of March 1, 2024 (the “Effective Date”) by and between Safety Shot, Inc., a Delaware corporation, (the “Company”), and Brian S. John the undersigned holder of common stock (the “Stockholder”) of the Company.

 

WHEREAS, to ensure the development of an orderly trading market in the Company’s common stock, the Company and the undersigned intend to enter into this Agreement that provides the circumstances under which the undersigned may sell or otherwise dispose of shares of the Company’s securities; and

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the undersigned Stockholder agree as follows:

 

Twelve Month Leakout on Sales or Transfers. The Stockholder, hereby agrees that for a period of twelve (12) months from the date of this Agreement (the “Leakout Period”), the Stockholder will only sell shares of the common stock of the Company (“SHOT Common Stock”) (the “Leak-out Shares”) pursuant to the terms of this Agreement.

 

Restrictions on Sales; Volume Limitations. Upon signing of this Agreement the Stockholder shall have the right to effect open market sales of his Common Stock in an aggregate amount equal to five percent (5%) of the total daily trading volume, of the Common Stock (“Sellable Shares”).

 

Sellable Share amounts are not cumulative. If the Stockholder waives his rights at any time during the Leak-out Period, the calculated Sellable Share amounts for those Periods, shall not be accrued and added to Sellable Shares amounts, in a future period.

 

The Stockholder agrees to Effect sales of the Leak-out Shares through a broker, in compliance with this Leak-Out Agreement.

 

Governing Law; Venue. This Agreement will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of Florida, without regard to the conflict of laws principles thereof. Each of the Parties: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in the Courts located in the County of Palm Beach, in the State of Florida, or in the United States District Court located in Ft Lauderdale, Florida, (ii) waives any objection that if may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the Courts located in the County of Palm Beach, in the State of Florida, or in the United States District Court located in Ft. Lauderdale, Florida in any such suit, action or proceeding.

 

Binding Effect. This Agreement will be binding upon and inure to the benefit of the Company, its successors and assigns and to the Stockholder and their respective permitted heirs, personal representatives, successors and assigns.

 

Entire Understanding. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and the transactions contemplated hereby and supersedes all prior written and oral agreements, arrangements and understandings relating to the subject matter hereof. This Agreement may not be changed orally, but may only be changed by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

 

Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, of the parties hereto.

 

 

IN WITNESS WHEREOF, this Agreement has been signed as of the date first above written.

 

	Safety Shot, Inc.
	By:	/s/ Brian John
	Name:	Jarrett Boon
	Title:	Chief Executive Officer

 

IN WITNESS WHEREOF, the undersigned have caused this Leak-Out Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

Name of Stockholder:		Brian S. John
Signature of Authorized Signatory of Stockholder:		/s/ Brian John
	Name:	Brian S. John

 

 

EXHIBIT B

 

LEAK OUT AGREEMENT

 

This LEAK-OUT AGREEMENT (the “Agreement”) is made as of March 1, 2024 (the “Effective Date”) by and between Safety Shot, Inc., a Delaware corporation, (the “Company”), and Glynn Wilson the undersigned holder of common stock (the “Stockholder”) of the Company.

 

WHEREAS, to ensure the development of an orderly trading market in the Company’s common stock, the Company and the undersigned intend to enter into this Agreement that provides the circumstances under which the undersigned may sell or otherwise dispose of shares of the Company’s securities; and

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the undersigned Stockholder agree as follows:

 

Twelve Month Leakout on Sales or Transfers. The Stockholder, hereby agrees that for a period of twelve (12) months from the date of this Agreement (the “Leakout Period”), the Stockholder will only sell shares of the common stock of the Company (“SHOT Common Stock”) (the “Leak-out Shares”) pursuant to the terms of this Agreement.

 

Restrictions on Sales; Volume Limitations. Upon signing of this Agreement the Stockholder shall have the right to effect open market sales of his Common Stock in an aggregate amount equal to five percent (5%) of the total daily trading volume, of the Common Stock (“Sellable Shares”).

 

Sellable Share amounts are not cumulative. If the Stockholder waives his rights at any time during the Leak-out Period, the calculated Sellable Share amounts for those Periods, shall not be accrued and added to Sellable Shares amounts, in a future period.

 

The Stockholder agrees to Effect sales of the Leak-out Shares through a broker, in compliance with this Leak-Out Agreement.

 

Governing Law; Venue. This Agreement will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of Florida, without regard to the conflict of laws principles thereof. Each of the Parties: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in the Courts located in the County of Palm Beach, in the State of Florida, or in the United States District Court located in Ft Lauderdale, Florida, (ii) waives any objection that if may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the Courts located in the County of Palm Beach, in the State of Florida, or in the United States District Court located in Ft. Lauderdale, Florida in any such suit, action or proceeding.

 

Binding Effect. This Agreement will be binding upon and inure to the benefit of the Company, its successors and assigns and to the Stockholder and their respective permitted heirs, personal representatives, successors and assigns.

 

Entire Understanding. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and the transactions contemplated hereby and supersedes all prior written and oral agreements, arrangements and understandings relating to the subject matter hereof. This Agreement may not be changed orally, but may only be changed by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

 

Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, of the parties hereto.

 

 

IN WITNESS WHEREOF, this Agreement has been signed as of the date first above written.

 

	Safety Shot, Inc.
	By:	/s/ Jarrett Boon
	Name:	Jarrett Boon
	Title:	Chief Executive Officer

 

IN WITNESS WHEREOF, the undersigned have caused this Leak-Out Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

Name of Stockholder:		Glynn Wilson
Signature of Authorized Signatory of Stockholder:		/s/ Glynn Wilson
	Name:	Glynn Wilson

 

 

SCHEDULE I

 

Initial Holders

 

Name		Amount				Ex Price				Expiration Date
Dr. Hector Alila			33,330			$	0.25			9/20/2024
Christopher Melton			33,000			$	0.25			9/20/2024
Dr. Hector Alila			33,330			$	0.25			9/20/2024
Christopher Melton			33,000			$	0.25			9/20/2024
Nancy Kaufman			20,000			$	5.59			1/25/2024
Dr. Hector Alila			33,330			$	0.25			2/25/2024
Rich Miller			35,600			$	4.93			6/29/2024
Doug McKinnon			33,500			$	4.48			6/29/2024
Rich Miller			450,000			$	1.30			12/5/2026
Nancy Torres Kaufman			25,000			$	1.30			12/5/2026
Markita Russell			25,000			$	1.30			12/5/2026
George Hall			25,000			$	1.30			12/5/2026
Chris Melton			50,000			$	0.76			12/29/2027
Nancy Torres Kaufman			50,000			$	0.76			12/29/2027
Gary Herman			50,000			$	0.76			12/29/2027
Fani Skender			50,000			$	0.76			12/29/2027
Markita Russell			100,000			$	0.76			12/29/2027
Paul Jones			100,000			$	0.76			12/29/2027
Zachary Greave			100,000			$	0.76			12/29/2027
Michelle Basantes			50,000			$	0.76			12/29/2027
George Hall			50,000			$	0.76			12/29/2027

 

 

SCHEDULE II

 

Remaining Holders

 

Name		Amount				Ex Price				Expiration Date
Brian John			50,800			$	4.93			6/29/2024
Dr. Glynn Wilson			33,500			$	4.48			6/29/2024
Brian John			152,694			$	1.77			8/18/2026
Rich Miller			152,694			$	1.77			8/18/2026
Dr. Glynn Wilson			152,694			$	1.77			8/18/2026
Douglas Mckinnon			152,694			$	1.77			8/18/2026
Douglas McKinnon			400,000			$	1.30			12/5/2026
Byron Young			25,000			$	1.30			12/5/2026
Dr. Hector Alila			25,000			$	1.30			12/5/2026
Christopher Melton			25,000			$	1.30			12/5/2026
Melanie Megna			25,000			$	1.30			12/5/2026
Marissa Everhart			25,000			$	1.30			12/5/2026
Douglas McKinnon			500,000			$	0.76			12/29/2027
Dr. Hector Alila			50,000			$	0.76			12/29/2027

 

 

v3.24.0.1

Cover	Feb. 27, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 27, 2024
Entity File Number	001-39569
Entity Registrant Name	SAFETY SHOT, INC.
Entity Central Index Key	0001760903
Entity Tax Identification Number	83-2455880
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1061 E. Indiantown Rd.
Entity Address, Address Line Two	Ste. 110
Entity Address, City or Town	Jupiter
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33477
City Area Code	(561)
Local Phone Number	244-7100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	SHOT
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock at $8.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock at $8.50 per share
Trading Symbol	SHOTW
Security Exchange Name	NASDAQ

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