What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-04-01 compared with 2023-04-03 · 61 added, 70 removed, 29 unchanged (82% of the section changed)

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Company’s common stock is traded on the NASDAQ Stock Market LLC under the symbol JUPW and its warrants are traded under the symbol

Company’s common stock is traded on the NASDAQ Stock Market LLC under the symbol SHOT and its warrants are traded under the symbol

following table sets forth the range of high and low bid prices for our common stock for each of the periods indicated as reported by

23 unchanged sentences

of Securities

November 16, 2020, the Company entered into an endorsement agreement (the “Endorsement Agreement”) with Tee-2-Green Enterprises

Limited (“Tee-2-Green”), pursuant to which the Company received the exclusive right and license to utilize Ernie Els’

(the “Player”) name, likeness, photographs, and endorsements in the advertising, promotion, distribution and sale of the

Company’s products.

The Endorsement Agreement has a term of three (3) years (the “Contract Period”), which commenced

on November 10, 2020, unless extended by mutual agreement of the parties or sooner terminated.

Beginning one (1) year prior to the end

of the Contract Period, and for a period of six (6) months thereafter (the “Exclusive Negotiating Period”), the parties shall

negotiate exclusively with one another as regards to extension of the Endorsement Agreement.

In the event that the parties are unable

to conclude a binding agreement as regards to an extension of the Endorsement Agreement during the Exclusive Negotiating Period, either

party shall be entitled to enter into negotiations with any third party as regards the subject matter of the Endorsement Agreement and

conclude any agreement with any third party for the period following the Contract Period.

to the Endorsement Agreement, the Company issued to Tee-2-Green 50,000 shares of the Company’s common stock and warrants to purchase

50,000 shares of the Company’s common stock at a purchase price of $3.90 per share, which was the trading price of the common stock

at such time.

The warrants are exercisable at any time within five (5) years from the date of issuance thereof.

September 3, 2021, the Company and Tee-2-Green entered into an Addendum to Endorsement Agreement (the “Addendum”), pursuant

to which the original contract term has been extended by two years and now terminates at midnight on November 25, 2025.

As consideration

for the extension, the Company will issue Tee-2-Green an additional 60,000 shares of the Company’s restricted common stock (“the

Restricted Stock”).

The Company will also pay Tee-2-Green $75,000 in year four and $75,000 in year five of the Endorsement Agreement.

November 30, 2020, the Company entered into and closed on a share exchange agreement (the “Exchange Agreement”) with SRM

Entertainment, LTD, a Hong Kong Special Administrative Region of the People’s Republic of China limited company (“SRM”)

and wholly owned subsidiary of Vinco Ventures, Inc., a Nevada corporation formerly known as Edison Nation, Inc.

and the shareholders of SRM set forth in the Exchange Agreement (the “SRM Shareholders”), pursuant to which the Company acquired

100% of the shares of SRM’s common stock (the “SRM Common Stock”) from the SRM Shareholders in exchange for 200,000

shares of the Company’s common stock, subject to a leak out provision and escrow of 50,000 shares of the Company’s common

SRM is involved in the sale of merchandise at amusement parks and has licenses which allow the Company to sell its other products

in these amusement parks.

As a result, the Company is currently developing a new line of non-CDB infused suncare products for sale in

Upon closing, and pursuant to the Exchange Agreement, the Company delivered 150,000 shares of its common stock to SRM and

placed 50,000 shares in escrow (“Escrow Shares”).

Pursuant to the Exchange Agreement, the Company shall release the Escrow

Shares upon SRM generating $200,000 in cash receipts and revenue prior to January 15, 2021.

Pursuant to the Exchange Agreement, the Company

assumed all of the financial obligations of SRM, as well as its four employees and offices in Hong Kong.

We expect to close the office

in Hong Kong over the next few months as the employees are largely working remotely.

As a result of the Exchange Agreement, SRM became

a wholly-owned subsidiary of the Company.

April 20, 2022, Safety Shot, Inc.

(the “Company”) entered into a $1,500,000 Loan Agreement (the “Greentree Loan”).

Pursuant to the Greentree Loan the Company issued a Convertible Promissory Note in the principal amount of $1,500,000 (the “Greentree

Note”) and the issuance of a Common Stock Purchase Warrant for 1,100,000 shares of the Company’s common stock (the “Greentree

The Greentree Note has a maturity date of January 31, 2024.

April 20, 2022, the Company entered into a $500,000 Loan Agreement (the “L&H Loan,” collectively with Greentree Loan

as the “Loan Agreements”).

Pursuant to the L&H Loan the Company issued a Convertible Promissory Note in the

principal amount of $500,000 (the “L&H Note,” collectively with Greentree Note as the “Notes”) and the

issuance of a Common Stock Purchase Warrant for 360,000 shares of the Company’s common stock (the “L&H

Warrant,” collectively with Greentree Warrant as the “Warrants”).

The L&H Note has a maturity date of January

January 19, 2023, in a private placement, the Company entered into a Securities Purchase Agreement (the “PIPE Agreement”)

with certain purchasers, for the issuance of 8,631,574 common stock warrants (the “PIPE Offering”) at a price of $0.125 per

warrant, comprised of two common stock warrants (the “Common Warrants,”), each to purchase up to one share of Common Stock

per Common Warrant with an exercise price of $1.00 per share, with (a) 4,315,787 Common Warrants being immediately exercisable for three

years following 6 months from the closing of the PIPE Offering, and (b)4,315,787 Common Warrants being immediately exercisable for five

years following 6 months from the closing of the PIPE Offering.

On February 14,2023, the Company filed an S-1 Registration Statement

covering the underlying shares of the Warrants.

March 31, 2023 the Company entered into a Financial Advisory Agreement (“FSA”) with Greentree Financial Group, Inc.

certain professional services to the Company.

In connection with the FSA, The Company issued 500,000 restricted shares of its common

stock to Greentree.

July 10, 2023, the Company entered into an asset purchase agreement (the “APA”) with GBB Labs, Inc., a Delaware corporation

(“Buyer”), GBB Drink Lab Inc., a Florida corporation (“Seller”), 2V Consulting LLC, a Florida limited liability

company, the Jarrett A Boon Revocable Trust Dated October 22, 2014, Gregory D.

Blackman, an individual and Brothers Investment 7777.

Pursuant to the Agreement, the Buyer shall purchase certain assets relating to the Seller’s an, an individual and Brothers business

for a consideration comprising of:

(a) the sum of Two Hundred Thousand U.S.

Dollars (US $200,000) (the “Cash Purchase Price”);

and (b) 5,000,000 restricted Common Shares (the “Consideration Shares” and together with the Cash Purchase Price, collectively,

the “Purchase Price, collectively, the “Purchase Price”).

The Consideration Shares were issued on August 29, 2023 and

the acquisition was closed on August 31, 2023

Authorized for Issuance under Equity Compensation Plans

On September 14, 2022 and December

22 2022, our Board of Directors and majority shareholders, respectively, approved the Jupiter Wellness, Inc.

2022 Equity Incentive

Plan (the “2022 Plan ” ),

to be administered by the our Compensation Committee.

Pursuant to the 2022 Plan, we are authorized to grant options and other equity awards

to officers, directors, employees and consultants.

The purchase price of each share of common stock purchasable under an award issued

pursuant to the 2022 Plan, shall be determined by our Compensation Committee, in its sole discretion, at the time of grant, but shall

not be less than 100% of the fair market of such share of common stock on the date the award is granted, subject to adjustment.

Our Compensation

Committee shall also have sole authority to set the terms of all awards at the time of grant.

Pursuant to the 2022 Plan, a maximum of

4,000,000 shares of our common stock shall be set aside and reserved for issuance, subject to adjustments as may be required in accordance

with the terms of the 2022 Plan.

On July 27, 2021, and December

14, 2021, our Board of Directors and majority shareholders, respectively, approved the Jupiter Wellness, Inc.

2021 Equity Incentive Plan

(the “2021 Plan”), to be administered by our Compensation Committee.

Pursuant to the 2021 Plan, we are authorized to grant

options and other equity awards to officers, directors, employees and consultants.

The purchase price of each share of common stock purchasable

under an award issued pursuant to the 2021 Plan, shall be determined by our Compensation Committee, in its sole discretion, at the time

of grant, but shall not be less than 100% of the fair market of such share of common stock on the date the award is granted, subject to

Our Compensation Committee shall also have sole authority to set the terms of all awards at the time of grant.

the 2021 Plan, a maximum of 3,500,000 shares of our common stock shall be set aside and reserved for issuance, subject to adjustments

as may be required in accordance with the terms of the 2021 Plan.

October 31, 2023 and December 5, 2023, our Board of Directors and majority shareholders, respectively, approved the Safety Shot, Inc.

2023 Equity Incentive Plan (the “2023 Plan”), to be administered by our Compensation Committee.

Pursuant to the 2023 Plan,

we are authorized to grant options and other equity awards to officers, directors, employees and consultants.

The purchase price of each

share of common stock purchasable under an award issued pursuant to the 2023 Plan, shall be determined by our Compensation Committee,

in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market of such share of common stock on the

date the award is granted, subject to adjustment.

Our Compensation Committee shall also have sole authority to set the terms of all awards

at the time of the grant.

Pursuant to the 2023 Plan, a maximum of 7,000,000 shares of our common stock shall be set aside and reserved

for issuance, subject to adjustments as may be required in accordance with the terms of the 2023 Plan.

September 14, 2022, and December 22, 2022, our Board of Directors and majority shareholders, respectively, approved the Safety Shot,

2022 Equity Incentive Plan (the “2022 Plan”), to be administered by our Compensation Committee.

Pursuant to the 2022

Plan, we are authorized to grant options and other equity awards to officers, directors, employees and consultants.

The purchase price

of each share of common stock purchasable under an award issued pursuant to the 2022 Plan, shall be determined by our Compensation Committee,

in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market of such share of common stock on the

date the award is granted, subject to adjustment.

Our Compensation Committee shall also have sole authority to set the terms of all awards

at the time of the grant.

Pursuant to the 2022 Plan, a maximum of 4,000,000 shares of our common stock shall be set aside and reserved

for issuance, subject to adjustments as may be required in accordance with the terms of the 2022 Plan.

SELECTED FINANCIAL DATA

1 unchanged sentence

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 5. Market for Registrant’s Common Equity