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Item 3. Legal Proceedings

2024-04-01 compared with 2023-04-03 · 112 added, 48 removed, 5 unchanged (97% of the section changed)

LEGAL PROCEEDINGS

On November 30, 2023, Intracoastal

Capital, LLC (“Intracoastal”) filed a lawsuit against the Company in the New York County Supreme Court, alleging that (i)

the Company is in breach of a common stock warrant issued to Intracoastal on or about July 26, 2021, and (ii) that the Company should

be ordered by the court to deliver to Intracoastal 330,619 free trading shares of Company common stock (the “Litigation”).

The Litigation seeks compensatory damages in an amount no less than $2 million, in addition to liquidated damages and attorney’s

The Company answered Intracoastal’s complaint on or about January 26, 2024.

The Company intends to vigorously

defend itself against Intracoastal’s claims and does not believe that the Litigation’s ultimate disposition or resolution

will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

December 8, 2023, the Company filed a lawsuit against Capybara Research (“Capybara”), Igor Appelboom (“Appelboom,”

and together with Capybara Research, the “Capybara Parties”) and Accretive Capital LLC d/b/a Benzinga (“Capybara Parties

and Accretive, together, the “Capybara Defendants”) in the United States District Court for the Southern District of New

The Company’s complaint alleges that (i) the Capybara Parties are liable for securities fraud to the Company for making false

representations that were made to manipulate the price of the Company’s common stock to the benefit of the Capybara Parties, and

(ii) the Capybara Defendants are liable for tortious interference with prospective business relations to the Company by misleading the

investing public to—absent a legitimate basis and, instead, for the benefit of the Capybara Defendants—take short positions

against Company common stock to wrongfully depress the price of the same.

March 18, 2024, the United District Court for the Southern District of New York, awarded the Company a Default Judgment in its lawsuit

against Capybara Research and Igor Appelboom for Securities Fraud and Tortious Interference for the defendants’ defamatory, unfounded

and malicious article titled, Safety Shot Exposed $SHOT, Boca Raton Snake Oil:

Unraveling the Fraud behind the Drink and Its Dubious

In a separate settlement agreement, Defendant Accreative Capital LLC d/b/a Benzinga, agreed to retract and remove the defamatory

story from its website and cease from any future publication.

September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd.

filed a lawsuit against the Company in the federal district

court for the Southern District of New York case captioned Sabby Volatility Warrant Master Fund Ltd.

Jupiter Wellness, Inc., No.1:23-cv-07874-KPF

(the “Litigation”).

Sabby’s initial complaint in the Litigation alleges that the Company’s delayed spin-off and

distribution of the common stock of “SRM” Entertainment.

give rise to claims of breach-of-contact, promissory estoppel,

and negligent misrepresentation.

On November 10, 2023, Jupiter sought judicial permission to move to dismiss Sabby’s complaint,

arguing that Sabby had no legal right to the delayed distribution occurring on the original record date, and that regardless, no law

requires the Company to compensate Sabby for the costs of covering its short position against the Company.

In response, the Court allowed

the parties to bypass that dismissal motion briefing so long as Sabby filed an amended complaint by December 15, 2023.

Sabby seeks compensatory

damages estimated to exceed $500,000 the Company has filed a motion to dismiss Sabby’s amended complaint and is awaiting the

Court’s ruling.

The Company intends to vigorously defend itself against Sabby’s claims and does not believe that the

Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position,

results of operations or liquidity.

February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd.

sued the Company in the federal district court for the Southern

District of New York, case captioned, Sabby Volatility Warrant Master Fund Ltd.

Safety Shot, Inc., No.

1:24-cv-920-NRB (the “Litigation”).

Sabby’s initial complaint alleges that the Company has improperly refused to honor Sabby’s exercise of a Warrant to acquire

2,105,263 shares of common stock.

On March 8, 2024, Sabby filed an amended complaint.

The Company’s answer to the amended complaint

is due on March 29, 2024.

Sabby seeks “liquidated and compensatory damages in an amount to be proven at trial,” including

compensatory damages “estimated to be at least $750,000,” liquidated damages “estimated to be at least $600,000,”

specific performance, attorneys’ fees, expenses and costs.

The Company intends to vigorously defend itself against Sabby’s

claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse

effect on the Company’s financial position, results of operations or liquidity.

January 16, 2024, 3i LP (“3i”), filed a lawsuit against the Company in the Supreme Court of the State of New York in the

County of New York, case captioned, 3i LP v.

Safety Shot, Inc.

650196/24 (the “Litigation”).

The case stems from the

Company’s alleged denial of 3i’s attempt to exercise certain warrants and states causes of action for actual damages and

liquidated damages in an amount of approximately $380,000.

The Company filed its answer to the complaint on or about March 7, 2024.

Company intends to defend itself vigorously against Sabby’s claims and does not believe that the Litigation’s ultimate disposition

will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

January 19, 2024, Coachella Music Festival, LLC filed a lawsuit against the Company in the federal district court for the Central District

of California, Case No.

2:24-cv-537 (the “Litigation”).

The Litigation asserts causes of action for Trademark Infringement

under 15 U.S.C.

Section 1114;

False Designation of Origin under 15 U.S.C.

Section 1125;

False Advertising under 15 U.S.C.

Section 1125;

violations of Cal.

Code Sections 17200 & 17500;

Inducement of Trespass;

and Trespass to Chattels.

Litigation seeks injunctive relief, profits resulting from the Company’s alleged infringement, the value of a Coachella beverage

sponsorship, costs of corrective advertising, attorney’s fees and punitive damages.

On or about February 26, 2024, the parties reached a settlement in this matter.

As part of the settlement, the Company

agreed to terminate all activities in connection with the Festival, and

stipulated to the entry of a permanent injunction and final judgment and a monetary payment that does not have a material adverse effect

on the Company’s financial position, results of operations or liquidity.

On January 10, 2024, Bigger Capital

(“Bigger”), filed a lawsuit against the Company in the Supreme Court for the State of New York, Case No.

(the “Litigation”).

The Litigation stems from the Company’s warrant to purchase 1,656,050 shares of Company common stock

issued to Bigger Capital on July 20, 2021, and asserts causes of action for Breach of Contract, Specific Performance and Declaratory Relief.

The Litigation seeks compensatory damages of $3 million, liquidated damages in an estimated amount of $4 million, specific performance,

attorney’s fees and declaratory relief.

On or about March 4, 2024, the Company filed its answer to Bigger’s complaint.

Company intends to defend itself vigorously against Bigger’s claims and does not believe that the Litigation’s ultimate disposition

or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

On or about January 18, 2024,

Alta Partners, LLC, (“Alta”) filed a lawsuit against the Company in the federal district court for the Southern District of

New York, case captioned, Alta Partners, LLC v.

Safety Shot, Inc.

24-cv-373 (S.D.N.Y.) (the “Litigation”).

The Litigation

stems from the Company’s warrant to purchase shares of Company common stock and asserts causes of action for Breach of Contract

Breach of the Implied Covenant of Good Faith and Fair Dealing (in the alternative) and violation of Section 11 of the Securities Act of

The Litigation seeks compensatory general and liquidated damages in an amount to be proven at trial.

The Company intends to defend

itself vigorously against Alta’s claims and does not believe that the Litigation’s ultimate disposition or resolution will

have a material adverse effect on the Company’s financial position, results of operations or liquidity.

Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course

1 unchanged sentence

a material adverse effect on its financial position, results of operations or liquidity.

August 6, 2020, the Company, Messrs.

John and Miller and certain affiliated entities filed a lawsuit in the United States District Court,

Southern District of New York against Robert Koch, Bedford Investment Partners, LLC, Kaizen Advisors, LLC and certain other unnamed defendants.

The lawsuit alleged that Mr.

Koch and the other defendants were attempting to extort the Company and Messrs.

John and Miller to issue

the defendants shares of the Company ’ s

common stock which they claim are owed to them.

The Company asserted that they have no oral or written agreement with Mr.

of his affiliates that entitle him to shares of the Company ’ s

common stock.

The Company ’ s

complaint seeks actual damages in the amount of $5,000,000 and punitive damages in the amount of $5,000,000.

In response, Mr.

Bedford Investment Partners, LLC (together, the “ Koch

Parties ” ) filed their

answer and counterclaim, repeating the same claims that caused the Company to file the lawsuit, and claiming damages of over $10 million.

On October 6, 2020, the Company moved for judgment on the pleadings to dismiss the defendants ’

counterclaim in its entirety.

On April 24, 2021, the Company ’ s

motion was granted and all counterclaims were dismissed with prejudice, except the breach-of-contract and unjust enrichment claims.

June 04, 2021 the Koch Parties filed a Second Amended Counterclaim, re-alleging their previous breach-of-contract and unjust enrichment

counterclaims.

On June 25, 2021, the Company filed a motion to dismiss defendants ’

Second Amended Counterclaim, which the parties briefed in summer 2021.

14, 2022, the court dismissed all of the Koch Parties ’ counterclaims

except to the extent that they alleged unjust enrichment against Jupiter and Mr.

On March 22, 2022, the Parties engaged in a Settlement

Conference before The Honorable Sarah L.

Cave, which did not resolve the case.

On March 25, 2022, The Honorable Lewis J.

Liman granted

Jupiter and Mr.

John permission to move for summary judgment dismissing the Koch Parties ’

unjust enrichment counterclaim;

the parties briefed that motion in spring 2022.

On January 30, 2023, Judge Liman largely granted Jupiter and Mr.

motion, eliminating all of the Koch Parties ’ remedy

theories except for their restitution claim for transferring the domain www.cbdbrands.net to Jupiter.

In doing so, Judge Liman suggested

that a jury could find that the Koch Parties would be fully compensated if the parties simply unwound the domain transfer, or that the

jury might quantify the website ’ s

value by looking to the amounts that the Koch Parties had paid for other, similar websites:

between $12.17 and $65.98.

After Judge Liman

issued this order, the Parties settled all claims and Jupiter and Mr.

John filed a proposed order of dismissal of all claims with prejudice.

On February 17, 2023, Judge Liman so-ordered that proposed order and closed the case.

MINE SAFETY DISCLOSURES.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings