What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-04-01 compared with 2023-04-03 · 167 added, 114 removed, 198 unchanged (59% of the section changed)

24 unchanged sentences

shares” refer to the common shares in our capital stock.

used in this annually report and unless otherwise indicated, the terms “we”, “us”, “our”, “JUPW”

and the “Company” mean Jupiter Wellness, Inc.

Wellness is committed to supporting health and wellness by developing innovative solutions to a range of conditions.

We take pride in

our research and development of over-the-counter (OTC) products and intellectual property, which aim to address some of the most prevalent

health and wellness concerns today.

Our product pipeline includes a diverse range of products, such as hair loss treatments, eczema creams,

vitiligo solutions, and sexual wellness products, that cater to different health and wellness needs.

We are dedicated to staying up-to-date

with the latest scientific research and technology, ensuring that our products are effective, safe, and meet the highest industry standards.

achieve our mission, we rely on a team of highly skilled and experienced professionals who are committed to advancing our vision of health

and wellness.

Our team includes scientists, researchers, product developers, and business experts who collaborate to create new products

and enhance existing ones.

We also partner with industry leaders and organizations to leverage the latest technologies and expand our

generate revenue through various channels, including the sales of our OTC and consumer products, as well as licensing royalties.

products are available through various retailers and e-commerce platforms, making them accessible to a broad customer base.

Additionally,

we collaborate with other companies to license our intellectual property, creating additional revenue streams and expanding our global

signed agreements to license JW-700 to Taisho, a $2.6 billion revenue company and Japan’s leading seller of minoxidil products.

Taisho plans on launching the product commercially in 2024.

In India, the Company signed an agreement with Cosmofix Technovation Pvt

Ltd and Sanpellegrino Cosmetics to license its JW-700 and Photocil products.

Additional licensing opportunities for these products are

being pursued primarily in overseas markets.

used in this annually report and unless otherwise indicated, the terms “we”, “us”, “our”, “SHOT”

and the “Company” mean Safety Shot, Inc.

SHOT) was formerly known as Jupiter Wellness Inc.

In August 2023, the Company successfully completed the asset purchase

of the functional beverage Safety Shot from GBB Drink Lab, Inc.

(“GBB”), thereby gaining ownership of various assets, including

the intellectual property, trade secrets, and trademarks associated with its dietary supplement Safety Shot Beverage (the “Safety

Shot Beverage”).

Concurrently with the asset purchase, the Company changed its name to Safety Shot, Inc.

and changed its NASDAQ

trading symbol to SHOT.

The Company launched its e-commerce sale of the Safety Shot Beverage in December 2023.

Safety Shot Beverage has been formulated to reduce the accumulation of blood alcohol.

Noteworthy is the fact that the Safety Shot Beverage

comprises 28 active ingredients, all falling under the Generally Regarded As Safe (GRAS) category.

Under sections 201(s) and 409 of the

Federal Food, Drug, and Cosmetic Act (the Act), any substance that is intentionally added to food is a dietary supplement, that is subject

to premarket review and approval by FDA, unless the substance is generally recognized, among qualified experts, as having been adequately

shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excepted from the definition

of a dietary supplement.

crucial to note that the Safety Shot Beverage is currently manufactured in a facility adhering to Good Manufacturing Practices (GMP),

ensuring the highest standards of quality and safety throughout its production process.

The Company currently maintains a workforce comprising

eight full-time employees of its own.

in Consumer Packaged Goods, our focus centers on the commercialization of a 12-ounce beverage positioned as a dietary supplement.

our existing product, we are actively pursuing a future product line, including a convenient powdered stick pack version.

This strategic

expansion aligns with our corporate vision to address evolving consumer demands, positioning the Company in the market for dietary supplements.

We believe that this initiative not only enriches our product portfolio but also emphasizes our dedication to innovation and adaptability,

catering to the discerning preferences of health-conscious consumers.

The Company intends to continue its current product lines, except

for its products which contain CBD, which the Company no longer sells.

Our product pipeline also includes a diverse range of products,

such as hair loss treatments, vitiligo solutions, and sexual wellness products, that cater to different health and wellness needs and

our commitment to supporting health and wellness by developing innovative solutions to a range of conditions but will focus our efforts

on the commercialization of the Safety Shot Beverage.

Safety Shot Beverage has established a development infrastructure that the Company believes fits with its existing over-the-counter and

prescription-grade health and wellness products.

achieve our mission, we rely on our team of highly skilled and experienced professionals who are committed to advancing our vision of

health and wellness.

Our team includes individuals with scientific backgrounds, an experienced researcher, product developers, and business

experts who collaborate to create new products and enhance existing ones.

We also seek to partner with industry leaders and organizations

to gain access to the latest technologies and expand our reach.

generate revenue through various channels, our primary sales include our “nostingz” suncare products which are sold through

e-commerce platforms, licensing revenues from Photocil and sales of the Safety Shot Beverage.

Photocil is currently sold in India through

a licensing agreement.

We received FDA approval of our labelling and composition to sell Photocil as an OTC product in the US and plan

to relaunch the product in the US in the fourth quarter of 2024 through e-commerce channels.

Safety Shot Beverage is currently sold through

e-commerce and social media platforms.

Additionally, we are collaborating with other companies to license our intellectual property,

to create additional revenue streams and expand our global presence.

At present, we do not experience concentration risk or dependence

on major customers.

maintain a diverse network of raw material suppliers integral to our production processes.

Acquisition strategies encompass both direct

procurement and collaborative efforts with our co-packers.

The selection of suppliers is contingent upon various factors, including ingredient

specificity, availability, and other essential considerations.

Notably, these suppliers coincide with those currently providing materials

to other facilities engaged in the manufacturing of drinks, powders, tablets, and capsules.

Our roster of suppliers comprises reputable

entities such as Jiaherb, Compound Solutions, Kyowa-Hakko, Mitsubishi Ingredients, Nura, Sensapure Flavors, Brenntag, E3 Ingredients,

Ingredients Online, among others.

This strategic alliance with established industry players underscores our commitment to sourcing high-quality

raw materials essential for the production of our innovative product line.

Furthermore, our approach to supplier relationships reflects

a dedication to maintaining a seamless and reliable supply chain.

We believe that this not only ensures the consistency of our current

offerings but also positions us favorably for future developments.

The Management believes that as we continue to expand our product

portfolio, we believe that these partnerships with trusted suppliers play a pivotal role in upholding the standards that we expect of

a result of recent changes to the laws governing CBD products, as well as the declining popularity of CBD products, the Company no longer

markets or sells any CBD products.

The Company hopes to find a suitor or partner to dispose of its CBD related assets but has not entered

into any agreements to do so.

Accounting Policies

management’s discussion and analysis of our financial condition and results of operations is based on our audited financial statements for the year ended December 31, 2022 and 2021, which have

been prepared in accordance with United States generally accepted accounting principles, or U.S.

GAAP, and the rules and regulations

of the Securities and Exchange Commission.

The preparation of the financial statements requires us to make estimates and assumptions

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the

financial statements as well as the reported revenue generated, and expenses incurred during the reporting periods.

Our estimates are

based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of

which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other

Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these

policies relate to the more significant areas involving management’s judgments and estimates.

financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America

(“US GAAP”) and are expressed in United States Dollars.

management’s discussion and analysis of our financial condition and results of operations is based on our audited financial statements

for the year ended December 31, 2023 and 2022, which have been prepared in accordance with United States generally accepted accounting

principles, or U.S.

GAAP, and the rules and regulations of the Securities and Exchange Commission.

The preparation of the financial statements

requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent

assets and liabilities at the date of the financial statements as well as the reported revenue generated, and expenses incurred during

the reporting periods.

Our estimates are based on our historical experience and on various other factors that we believe are reasonable

under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities

that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions

and any such differences may be material.

We believe that the accounting policies discussed below are critical to understanding our historical

and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US

GAAP”) and are expressed in United States Dollars.

Significant accounting policies are summarized below:

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investments classified as HTM, no unrealized gains and losses will be recognized in financial statements.

Company has two reportable segments:

(i) sales and development of cannabidiol (CBD) based skin care and therapeutic products and (ii)

sales of merchandise sold to theme parks.

(Loss) Per Share

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shares would be to decrease the loss per share.

For the Years

Ended December 31,

$ (15,223,028 )

$ (28,100,245 )

Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period

Denominator for diluted earnings per share

Basic (loss) per share

Diluted (loss) per share

for basic earnings per share - Weighted-average common shares issued and outstanding during the period

for diluted earnings per share

(loss) per share

consider all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of

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interest and penalties associated with audits is to record such items as a component of income tax expense.

The Company’s deferred tax

asset at December 31, 2022 and 2021 consists of net operating loss carry forwards calculated using federal and state effective tax rates

equating to approximately $6,714,609 and $4,865,890, respectively.

Due to the Company’s lack of earnings history, the deferred tax

asset has been fully offset by a valuation allowance of $6,714,609 and $4,865,890 for the years ended December 31, 2022 and 2021.

The Company’s deferred

tax asset at December 31, 2023 and 2022 consists of net operating loss carry forwards calculated using federal and state effective

tax rates equating to approximately $8,658,484 and $6,674,042, respectively.

Due to the Company’s lack of earnings history,

the deferred tax asset has been fully offset by a valuation allowance of $8,658,484 and $6,674,042 for the years ended December 31,

2023 and 2022.

and Development

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Issued Accounting Pronouncements

June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for nonemployee share-based payment transactions.

June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions.

The amendments

1 unchanged sentence

in a grantor’s own operations by issuing share-based payment awards.

The Company has adopted this standard beginning January 1,

The adoption of this standard did not have a significant impact on our results of operations, financial condition, cash flows,

and financial statement disclosures.

February 2016, Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”.

main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases

classified as operating leases under previous GAAP.

A lessee should recognize in the balance sheet a liability to make lease payments

(the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.

For leases with

a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize

lease assets and lease liabilities.

If a lessee makes this election, it should recognize lease expense for such leases generally on a

straight-line basis over the lease term.

The standard will be effective for us in the first quarter

of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606).

The Company has adopted

this standard beginning January 1, 2019.

The adoption of this standard has not had a significant impact on the Company’s results

of operations, financial condition, cash flows, and financial statement disclosures.

In February 2016,

Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”.

The main difference

between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as

operating leases under previous GAAP.

A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability)

and a right-of-use asset representing its right to use the underlying asset for the lease term.

For leases with a term of 12 months or

less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease

If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over

the lease term.

The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.

Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual

periods and is to be retrospectively applied.

Topic 842 will be effective

for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively

The Company has adopted this standard beginning January 1, 2019.

The adoption of this standard

did not have a significant impact on our results of operations, financial condition, cash flows, and financial statement disclosures.

does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect

on our financial statements.

The adoption of this standard has not had a significant impact

on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures.

of Operations

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Gross Profit (Loss)

Total expenses

Total operating expenses

Other (income) expenses

Net Loss from continuing

$ (14,821,513 )

$ (15,567,200 )

(loss) from discontinued operations

$ (15,083,041 )

$ (15,223,028

generated $202,670 in revenues for the year ended December 31, 2023 compared to $120,727 revenues for the year ended December 31, 2022.

The large increase is due to the Company having more nominal-like operations during 2022.

In 2021 and 2020, Covid had a negative

impact on the revenues of the Company with the closure of Amusement and theme parks and which were not fully open until the end of 2021.

Operating Expenses and other income

We had total operating

expenses and other income of $16,249,385 for the year ended December 31, 2021 compared to $28,635,730 for the year ended December

Operating expenses for the year

ended December 31, 2022 totaled $16,249,385 were in connection with our daily operations as follows:

(i) marketing expenses of $84,689;

The increase is due to the Company the commencement of marketing and selling its Safety Shot beverage in December 2023.

had total operating expenses of $12,524,869 for the year ended December 31, 2023 compared to $14,078,784 for the year ended December

expenses for the year ended December 31, 2023 totaled $12,524,869 and were in connection with our daily operations as follows:

(i) marketing

expenses of $566,666;

(ii) research and development of $100,591 which included clinical trials;

(iii) legal and professional expenses of $3,579,148 primarily

for due diligence and legal work on two proposed mergers and litigation along with corporate advisory services, registration statement

preparation fees, general corporate governance fees;

(iv) rent of $175,038;

(v) depreciation and amortization of $95,805;

and administrative expenses of $3,419,561, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and

expense and other normal office and administration expenses;

(vii) stock based compensation of $4,357,372 consisting primarily of the

fair value of options and warrants;

(viii) an impairment to a promissory note of $1,000,000;

(ix) an impairment to intellectual Property

of $1,450,000;

(x) net interest expense of $1,283,106, which includes $1,104,477 fair value of warrants and (xi) net other income of $1,718.

expenses for the year ended December 31, 2021 total ed $28,635,730 were in connection with our daily operations as follows:

(iii) legal and professional expenses

of $4,856,586 primarily for due diligence and legal work on two proposed mergers and litigation along with corporate advisory services,

registration statement preparation fees, general corporate governance fees;

(iv) rent and utilities of $206,871;

(v) depreciation and

amortization of $215,175;

(vi) general and administrative expenses of $4,296,899, consisting of payroll and related taxes, travel, meals

and entertainment, office supplies and expense and other normal office and administration expenses;

(vii) stock based compensation

of $2,082,081 consisting of the fair value of stock issued in lieu of cash and (viii) impairment of a $200,000 advance to an affiliate.

expenses for the year ended December 31, 2022 totaled $14,078,784 were in connection with our daily operations as follows:

(i) marketing

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(iii) legal and professional expenses

of $3,098,137 primarily for due diligence and legal work on two proposed mergers, along with corporate advisory services, registration

statement preparation fees, general corporate governance fees;

(iv) rent of $88,829;

(v) depreciation and amortization of $187,917;

general and administrative expenses of $2,941,550, consisting of payroll and related taxes, travel, meals and entertainment, office supplies

and expense and other normal office and administration expenses;

(vii) stock based compensation of $9,387,963 consisting primarily of

the fair value of options and warrants;

of $3,579,148 primarily for due diligence and legal work on two proposed mergers and litigation along with corporate advisory services,

registration statement preparation fees, general corporate governance fees;

(iv) rent and utilities of $170,973;

(v) depreciation and

amortization of $93,472;

(vi) general and administrative expenses of $1,438,464, consisting of payroll and related taxes, travel, meals

and entertainment, office supplies and expense and other normal office and administration expenses;

(vii) stock based compensation of

$4,581,921 consisting primarily of the fair value of options and warrants;

(viii) an impairment to a promissory note of $1,000,000;

(ix) an impairment to intellectual

Property of $300,000;

(x) net interest expense of $1,728,783, which includes $1,446,530 fair value of warrants and (xi) net other income

of $699,704, which includes a $669,200 gain from an Omnibus Settlement relating to Magical Beasts Acquisition.

(ix) an impairment to Intellectual Property of $1,475,000.

income and expense

income and expense for the year ended December 31, 2023, included realized gains of $244,504 on the sale of marketable securities

and $1,511,488 of unrealized losses on unsold marketable securities, unrealized loss of $864,418 on equity investment, net interest

expense of $114,093 and other income of $23,308, compared to net interest expense of $1,284,664, which includes $1,104,477 fair

value of warrants and net other income of $790 for the year ended December 31, 2022.

and loss from discontinued operations

the year ended December 31, 2023 and 2022, The Company had losses from discontinued operations of $261,528 and income of $344,172, respectively.

Income/Losses

losses were $15,223,028 and $28,100,245 for the years ended December 31, 2022 and 2021 ,

respectively.

losses were $15,083,041 and $15,223,028 for the years ended December 31, 2023 and 2022, respectively.

believe that inflation has had a negligible effect on operations since inception.

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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 7. Management’s Discussion and Analysis