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): March 7, 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

 

The information set forth in Item 5.02 above is incorporated by reference into this Item 1.01.

 

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

 

On March 13, 2024, the board of directors (the “Board”) of Safety Shot, Inc. (the “Company”) appointed Jordan Schur as a member to the Board, and as the President of the Company. Since 2006, Mr. Schur has been the Chief Executive Officer and Chairman of Suretone Entertainment Group, as well as the Chief Executive Officer of Mimram Shur Pictures which he founded in 2007.

 

In connection with his employment as the director on March 7, 2024, the Company entered into an director’s agreement with Mr. Schur (the “Jordon Agreement”). Pursuant to the Jordon Agreement, Mr. Schur is entitled to:

 

	●	Compensation: $25,000 per-annum, payable bi-monthly.
	●	Stock Options: option to purchase 50,000 shares of common stock for each year he serves as a member of the Board, with an exercise price of the current market price of the Company’s common stock at time of issuance. The options shall expire 3 years after the date of issuance and shall be subject to the terms and conditions of the stock award agreement to be entered into by and between the Company and Jordon.

 

In connection with his employment as the President on March 7, 2024, the Company entered into an employment agreement with Mr. Schur (the “President Agreement”). Pursuant to the President Agreement, Mr. Schur is entitled to:

 

	●	Compensation: $300,000 per annum payable bi-monthly. With an increment up to $400,000 if the Company earns a revenue of above $10 million, and an increment up to $500,000 if the Company earns a revenue of above $15 million. Following the increment, the base salary shall remain $500,000 unless the Chief Executive Officer, in conjunction with the compensation committee, decides otherwise.
	●	Stock Options: options to purchase 1,000,000 shares of common stock, with an exercise price of $1.96, the closing price as of March 7, 2024, and vesting quarterly. Mr. Schur shall receive additional options to purchase 100,000 shares of common stock for each fiscal year with the Company revenue more than $10 million, with a maximum limit of options to purchase 2,000,000 shares of common stock.

 

On March 8, 2024, the Board the Company appointed David Long as a member of the Board. Mr. Long has over 20 years of experience in leading and increasing growth for companies in the fitness and wellness industries. Since January 2010 Mr. Long has served as the CEO and the Co-Founder of Orangetheory Fitness Corporate. From June 2008 to June 2007 Mr. Long served as the Developer and Owner of European Wax Center. Mr. Long has a Bachelor’s degree in Health Science, Physical Therapy, and International Business from University of Florida and an MBA from University of Florida.

 

In connection with his employment as the director on March 11, 2024, the Company entered into an independent director’s agreement with Mr. Long (the “David Agreement,” together with Jordan Agreement as the “Agreements”). Pursuant to the David Agreement, Mr. Long is entitled to:

 

	●	Compensation: $25,000 per-annum.
	●	Stock Options: option to purchase 50,000 shares of common stock for each year he serves as a member of the Board, with an exercise price of the current market price of the Company’s common stock at time of issuance. The options shall expire 3 years after the date of issuance and shall be subject to the terms and conditions of the stock award agreement to be entered into by and between the Company and David.

 

The foregoing description of each of the Agreements do not purport to be complete and is qualified in its entirety by the text of the Agreement which are filed as Exhibit 10.1 and Exhibit 10.2, and 10.3 are incorporated herein by reference.

 

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 7.01 Regulation FD Disclosure

 

On March 13, 2024, 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 9.01 Exhibits

 

Exhibit No.		Description
Exhibit 10.1		Director Agreement with Jordon
Exhibit 10.2		Independent Director Agreement with David
Exhibit 10.3		Employment Agreement
Exhibit 99.1		Press Release Dated March 13, 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 13, 2024

 

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

 

 

Exhibit 10.1

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.2

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Safety Shot Taps Music and Film Industry Veteran Jordan Schur as New President and Company Board Member

 

With tremendous success throughout a storied career in the music and film industries, Schur aims to significantly boost brand awareness for Safety Shot.

 

JUPITER, FL – March 13, 2024 – Safety Shot, Inc. (Nasdaq: SHOT) (the “Company” or “Safety Shot”), a pioneer in innovative well-being solutions, is excited to announce that American entrepreneur, record executive, and film producer Jordan Schur has been appointed as President of the Company. Schur will also join the Company’s Board of Directors.

 

“I am honored to join the Safety Shot team and to accelerate the next stage of growth for Safety Shot. I am excited to help lead the Company towards global recognition,” stated Schur.

 

“Given the sheer talent that has been under Schur’s guidance, we are very excited to have this renowned pioneer join the Safety Shot team. His legacy in film and music as well as his diligence, innovation, and intuition will be a driving force in navigating Safety Shot to become a leading household brand in the wellness beverage arena,” commented Safety Shot Chairman of the Board John Gulyas.

 

For over two decades Schur has been a prominent figure in the film and music industries. With a unique blend of creativity and business savvy, he has played a pivotal role at several studios and record companies that have hosted some of the most influential figures in music and Hollywood.

 

In 2006 Schur founded Los Angeles-based Suretone Entertainment, an independent full-service entertainment company that has consistently impacted culture in music, film, and television. Suretone Entertainment encompasses Suretone Records, Suretone Pictures, and Suretone Management. Schur additionally co-founded film production company Mimran Schur Pictures in 2007.

 

 

In 1999, prior to the formation of these companies, Schur joined Universal Music Group’s Geffen Records as President and re-launched the label to new heights. Several years into his Geffen term, Schur was asked to also take on the duties of President of MCA Records. The newly enlarged Geffen artist roster included some of the world’s most legendary artists amongst them Snoop Dogg, Nirvana, Guns and Roses, Beck, Blink 182, Mary J. Blige, Hole, Enrique Iglesias, Counting Crows, Weezer, Nelly Furtado, Peter Gabriel, Rob Zombie, Sigur Ros, Sonic Youth, The Roots, along with many others. Under Schur’s oversight, Geffen Records achieved over $1 billion in revenue while becoming a consistent global market share leader for Universal Music Group.

 

Prior to his Geffen/MCA tenure, Schur founded the legendary Flip Records which rose to the top ranks of the music industry with 100M in album sales for ground-breaking artists such as Limp Bizkit and Staind, youth driven groups that changed the landscape of music globally. Flip Records pioneered a new business model as it selectively entered into equal joint venture relationships with respect to its artists with a number of prominent music groups such as Interscope/UMG, Elektra/WMG, A&M/Polygram, and Epic/Sony Music Group.

 

In partnership with Lionsgate Films, Mimran Schur Pictures produced the awe-inspiring Warrior [Tom Hardy, Joel Edgerton, Nick Nolte] which was directed by the acclaimed Gavin O’Connor, leading to an Academy® Award nomination for Nolte; MSP also produced the highly respected Stone [Robert De Niro, Edward Norton, Milla Jovovich], as well as the comedy gem Henry’s Crime [Keanu Reeves, Vera Farmiga, James Caan]. In addition, in partnership with Lionsgate Films, MSP produced the cult classic Rapturepalooza [Anna Kendrick, Craig Robinson], and in partnership with Sony Pictures, MSP produced Holmes & Watson [Will Ferrell, John C. Reilly].

 

Schur founded Suretone Pictures in 2011, where his notable film productions include The Kid [Ethan Hawke, Chris Pratt, Dane Dehaan, Jake Schur] (2019), Pawnshop Chronicles [Paul Walker, Brendan Fraser, Elijah Wood, Matt Dillon, Norman Reedus] (2013). Suretone Pictures recently completed DO NOT ENTER, financed in an equal joint-venture partnership with Lionsgate and based on the best-selling book Creepers by David Morrell (author of the various Rambo books on which the film franchise is based), starring Jake Manley, Adeline Rudolph, Francesca Reale, Nicholas Hamilton, and Laurence O’Faurian, and directed by Marc Klasfeld. Suretone Pictures diverse upcoming slate includes the romantic comedy Revenge Wedding in conjunction with Lionsgate Films, and the action/thriller Five Against A Bullet in conjunction with Mimran Schur Pictures.

 

 

The Suretone Records catalog spans music releases by the likes of The Cure, Chris Cornell, Shwayze, New Found Glory, The Black Angels, Collective Soul, From First To Last, and Angels & Airwaves, the acclaimed group led by Tom DeLonge of Blink 182. Suretone’s current roster of artists include Limp Bizkit, The Cure, Kiki Kramer, Sayyi and more. Through Suretone’s global distributor WMG’s ADA, the label also notably released ZZ Top’s Live - Greatest Hits From Around The World, along with Santana’s Africa Speaks, which landed #3 on The New York Times Best Albums list of 2019.

 

About Safety Shot

 

Safety Shot, Inc., has developed a first-of-its-kind beverage that makes you feel better faster from the effects of alcohol by reducing blood alcohol content and increasing mental clarity. Safety Shot leverages scientifically proven ingredients to enhance metabolic pathways responsible for breaking down blood alcohol levels. The formulation includes a tailored selection of all-natural vitamins, minerals, and nootropics, promoting faster alcohol breakdown and aiding in recovery and rehydration. Safety Shot has been available for retail purchase since the first week of December 2023 at www.DrinkSafetyShot.com and www.Amazon.com. In addition, the Company plans to introduce business-to-business sales to distributors, retailers, restaurants, and bars in 2024.

 

Forward Looking Statements

 

This communication contains forward-looking statements regarding Safety Shot, including, the anticipated timing of studies and the results and benefits thereof. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are based on each of the Company’s current plans, objectives, estimates, expectations, and intentions and inherently involve significant risks and uncertainties, many of which are beyond Safety Shot’s control. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties and other risks and uncertainties affecting Safety Shot and, including those described from time to time under the caption “Risk Factors” and elsewhere in Safety Shot’s Securities and Exchange Commission (SEC) filings and reports, including Safety Shot’s Annual Report on Form 10-K for the year ended December 31, 2023 and future filings and reports by Safety Shot. Moreover, other risks and uncertainties of which the Company is not currently aware may also affect the Company’s forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Investors are cautioned that forward-looking statements are not guarantees of future performance. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events at such dates, even if they are subsequently made available by Safety Shot on its website or otherwise. Safety Shot undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

 

Media Contact:
Phone: 904-477-2306
Email: emily@pantelidespr.com

 

Investor Contact:

Phone: 561-244-7100
Email: investors@drinksafetyshot.com

 

 

 

v3.24.0.1

Cover	Mar. 07, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 07, 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
Entity Information, Former Legal or Registered Name	Not Applicable
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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