What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-01 compared with 2023-04-03 · 1297 added, 1075 removed, 694 unchanged (77% of the section changed)

25 unchanged sentences

Report on Internal Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is

designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our financial statements

in accordance with U.S.

generally accepted accounting principles, or GAAP.

Because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies

or procedures may deteriorate.

With the participation of our

Chief Executive Officer and Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness

of our internal control over financial reporting as of December 31, 2022 based on the framework in Internal Control—Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

While our initial assessment,

completed on December 31, 2022 deemed internal controls effective, based upon a further evaluation of market conditions during our annual

audit, which was conducted subsequent to December 31, 2022, we modified managements initial estimates and projections used in our asset

impairment in a manner that caused audit adjustments.

Accordingly, management concluded there was a material weakness in our internal

control over financial reporting at December 31,2022, based on the COSO framework criteria, since management lacked a formal policy of

inputs in testing for impairment resulting in adjusting journal entries.

of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section

13a-15(f) of the Securities Exchange Act of 1934, as amended).

Internal control over financial reporting is a process designed by, or

under the supervision of, the Company’s principal financial officer to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of the Company’s financial statements for external reporting purposes in conformity with

generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records

that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company;

(ii) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management

and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on the financial statements.

of December 31, 2023, management conducted an assessment of the effectiveness of the Company’s internal control over financial

reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations

(COSO) of the Treadway Commission.

Based on the criteria established by COSO management concluded that the Company’s internal control

over financial reporting was ineffective as of December 31, 2023.

Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal

25 unchanged sentences

directors and executive officers and their respective ages as of the date of this Form 10-K are as follows:

Executive Officer and Director

Danielle De Rosa

Financial Officer

and Chief Science Officer

Executive Officer and Director

Torres Kaufman

Director and President

David Sandler

Chief Operating Officer

following describes the business experience of each of our directors and executive officers, including other directorships held in reporting

John, Chief Executive Officer and Director, is one of our founders and has served as our Chief Executive Officer since October

For the past 20 years, Brian has been an investor and advisor to companies around the globe.

He is the founder of Caro Partners,

LLC, a financial consulting firm specializing in assisting emerging growth companies primarily in the sub- $100 million space, and has

worked with hundreds of companies in dozens of countries over the last 25 years.

John was the Chief Executive Officer of Teeka Tan

Products Inc., a sun care company he co-founded in 2004 and later sold.

He also serves on the board of directors of The Learning Center

at the Els Center of Excellence–a school for children with autism in Jupiter, Florida.

In August 2015, Mr.

John voluntarily petitioned

the United States Bankruptcy Court in the Southern District of Florida (case #15-24036-PGH) for personal bankruptcy under Chapter 7 of

the United States bankruptcy Code.

The debtor, Mr.

John, was discharged in February 19, 2016 and the matter was terminated in April 2017.

There were no allegations of fraud made in the proceedings.

McKinnon, Chief Financial Officer, has served as our Chief Financial officer since August 15, 2019.

McKinnon has served as

the Chief Executive Officer of AppYea, Inc.

since March 2016.

McKinnon has served as a director of Surna, Inc.

since March, 2014

and as Surna’s Executive Vice President and Chief Financial Officer since April, 2014.

Prior to Surna, Inc., Mr.

McKinnon served

as Chief Executive Officer of 1st Resource Group, Inc.

for four years.

McKinnon’s 35+ year professional career includes financial,

advisory and operation experience across a broad spectrum of industry sectors, including oil and gas, technology, cannabis and communications.

He has served in C-level positions in both private and public sectors, including Chairman and CEO of an American-Stock-Exchange traded

company, VP - Chief Administrative Officer of a $12-billion market cap Nasdaq-traded company for which the management team raised over

$2.2 billion, CFO of several publicly-held US, Canadian and Australian companies, and CEO/CFO of various other private enterprises.

an entrepreneur, Mr.

McKinnon has been involved in organizations ranging from start-up companies using venture capital funding to publicly

traded institutional backed companies.

Additionally, Mr.

McKinnon has extensive merger and acquisition, and turnaround experience.

Glynn Wilson, Chairman, Chief Scientific Officer, has served as one of our directors since November 2018.

Wilson was appointed

our Chief Scientific Officer on April 2021 and as our Chairman in October 2019.

He has served as our Head of Research and Development

from October 2019 to July 2021.

Wilson previously served as a Director of TapImmune, Inc.

from February 2005 until October, 2018

and as Chief Executive Officer from July 2009 through September 2017.

Wilson also served as President of Auriga Laboratories, Inc.

from June 1, 2005 through March 13, 2006, and as Chief Scientific Officer from March 13, 2016 through August 25, 2006.

He was the Chief

Scientific Officer at Tacora Corporation from 1994 to 1997 and was the Vice-President, R&D, at Access Pharmaceuticals from 1997 to

Wilson was Research Area Head, Cell and Molecular Biology in Advanced Drug Delivery at Ciba-Geigy Pharmaceuticals from 1984-1989

and Worldwide Head of Drug Delivery at SmithKline Beecham from 1989 to 1994.

He was a faculty member at Rockefeller University, New York,

in the laboratory of the Nobel Laureates, Sanford Moore and William Stein, from 1974 to 1979.

Wilson is a recognized leader in the

development of drug delivery systems and has been involved in taking lead products & technologies from concept to commercialization.

Wilson has a Ph.

in Biochemistry and conducted medical research at The Rockefeller University, New York.

Wilson brings an

extensive background of success in corporate management and product development with tenures in both multinational and start-up biotech

organizations.

Skender Fani, Director, has served as one of our directors since September 9, 2022.

Fani is the Chairman of Otis Elevator-Austria,

Heim GmbH, a substantial real estate company in Vienna, Austria, and Polster GmbH, a leading public relations and sports management company

in Germany and Austria.

He also serves as Chairman of LOOS Bar GmbH in Vienna, Austria.

Fani is a corporate lawyer in Austria and

throughout the E.U.

specializing in sports, entertainment, and business law.

For the past 40 years, he has represented numerous top sports

and entertainment personalities throughout Europe.

He has been the personal advisor to presidents and owners of Europe’s top soccer

teams, including MAGNA-Vienna, FC Barcelona, AS Roma, and Red Bull-Salzburg.

He is the past Chairman of Rapid-Vienna, one of Europe’s

most prestigious and historic soccer clubs.

Hector Alila, Director, has served as one of our directors since February 2023.

Alila brings 30 years of demonstrated scientific

experience in product development and successful management leadership in biopharmaceutical industry.

He previously served on the Board

of Directors of Jupiter Wellness from 2019 through 2022.

He is the Founding President and Chief Executive Officer of Esperance Pharmaceutical

Inc., a clinical stage biopharmaceutical company that has successfully developed novel targeted cancer therapeutics currently in clinical

Alila founded Esperance Pharmaceutical, Inc.

Prior to Esperance, Dr.

Alila served as Senior Vice President

of Drug Development at Protalex, Inc., where he led the development of a drug currently in clinical trials for treatment of autoimmune

He was previously Vice President of Product Development at Cell Pathways, Inc., where he was responsible for the development

cancer drugs, and a director of Biology/pharmacology at GeneMedicine, Inc., where he led product development of gene medicines.

held several research, product development and management positions at SmithKline Beecham Pharmaceuticals.

He obtained his Ph.D.

in physiology

and immunology from Cornell University.

Torres Kaufman, Director, has served as one of our directors since January 2021.

32 unchanged sentences

Private Boards as well as Chairman of the Audit Committee of a Nasdaq listed company.

Herman, Director, is a seasoned investor with many years of investment and business experience.

Since 2005, Mr.

Herman has managed

Strategic Turnaround Equity Partners, LP (Cayman) and its affiliates.

From January 2011 to August 2013, he was a managing member of Abacoa

Capital Management, LLC, which managed Abacoa Capital Master Fund, Ltd., focused on a Global-Macro investment strategy.

Herman was affiliated with Arcadia Securities LLC, a New York-based broker-dealer.

From 1997 to 2002, he was an investment

banker with Burnham Securities, Inc.

From 1993 to 1997, he was a managing partner of Kingshill Group, Inc., a merchant banking and financial

firm with offices in New York and Tokyo.

Herman has a B.S.

from the University at Albany with a major in Political Science and minors

in Business and Music.

Herman has many years of experience serving on the boards of private and public companies.

He presently sits

on the boards and is Audit Chairperson of XS Financial, Inc.

XS) and SusGlobal Energy Corp.

Boon, Chief Executive Officer and Director, was the Co-Founder and CEO of GBB Drink Lab, which developed Safety Shot Beverages, the

first patented beverage on Earth that helps people feel better faster by reducing blood alcohol content and boosting clarity.

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

Prior to LifeLock, Boon founded SW Promotions, a marketing and advertising company.

SW Promotions and its 400 employees were

acquired by one of its publicly traded partners.

Pascucci, Director, has over 20 years of experience in the beverage industry.

Since May 2018 Mr.

Pascucci has been working as the

founder and owner of Black Apple Group, LLC, a consulting group specializing in strategy, brand marketing, business intelligence, business

insights and category development.

Since May 2017, Mr.

Pascucci has been working as the Beverage Consultant at Pascucci Enterprise, wherein

he is responsible for the company’s key strategic areas, while identifying and delivering key projects and priorities.

May 2011 and May 2017, Mr.

Pascucci worked as the Chief Growth Officer and the VP of Business Development at Pabst Brewing Company.

Pascucci has bachelors in arts from St.

Joseph’s University, Philadelphia.

Gulyas, Chairman and Director, has owned and operated multiple franchise brands over the last 13 years.

Since 2015 John has been

the owner and the CEO of 2v consulting LLC.

Since February 2020 John has been working as the Founder and President of GBB Drink Lab,

who is the world’s first rapid blood alcohol detoxification drink, and which was recently acquired by the Company.

2018 to September 2021, John worked as a vice president of franchise development at Vio Med Spa.

He worked as site development coordinator

at European Wax Center from June 2007 to March 2017.

Rosa, Chief Financial Officer , has over 25 years of experience in all aspects of financial services and operational functions.

De Rosa served as Chief Financial Officer at Virtra since January 2023.

From July 2022 to December 2022, Ms.

De Rosa served as

the CFO at Common Spirit.

From December 2010 to February 2022, Ms.

De Rosa served as the Senior Finance Officer at Lorts

Manufacturing.

Rosa moved all around the U.S.

and has a Master of Business Management and a Bachelor of Science in Accounting.

De Rosa is a Harvard graduate in risk management and financial leadership as well.

Long , Director , 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

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.

Sandler, Chief Operating Officer , has more than 30 years’ experience in the nutrition and health industry developing,

building and managing high-growth, results-oriented projects.

David is the founder of StrengthPro Inc., a consulting firm specializing

specific areas of health, fitness, nutrition, and supplement ratio.

David has been working as the president of Strengthpro since January

Since May 2019 David has been serving as chief operations officer at Elite Beverage.

From October 2016 to October 2019, David served

as the chief operations officer at ProSupps USA, LLC.

Schur, Director , has worked as the the Chief Executive Officer and Chairman of Suretone Entertainment

Group since 2006, as well as the Chief Executive Officer of Mimram Shur Pictures which he founded in 2007.

Board is elected annually by our stockholders.

30 unchanged sentences

Kaufman and Messrs.

Melton, Alila and Young do not have any relationships that would

Melton, Pascucci and Gulyas do not have any relationships that would

interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors

7 unchanged sentences

capital stock by each non-employee director.

table below provides certain information regarding the diversity of our board of directors as the date of this annual report.

Diversity Matrix

of Principal Executive Offices:

Private Issuer

Prohibited under Home Country Law

Number of Directors

Not Disclose Gender

Gender Identity

Demographic Background

Underrepresented

Individual in Home Country Jurisdiction

Not Disclose Demographic Background

Board seeks members from diverse professional backgrounds who combine a solid professional reputation and knowledge of our business and

industry with a reputation for integrity.

Our Board does not have a formal policy concerning diversity and inclusion but is in the process

of establishing a policy on diversity.

Diversity of experience, expertise, and viewpoints is one of many factors the Nominating and Corporate

Governance Committee considers when recommending director nominees to our Board.

Further, our Board is committed to actively seeking

highly qualified women and individuals from minority groups and the LGBTQ+ community to include in the pool from which new candidates

are selected.

Our Board also seeks members that have experience in positions with a high degree of responsibility or are, or have been,

leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different backgrounds,

based upon the contributions they can make to our Company.

While the Board has continued its efforts to identify candidates that have

such experience, they have currently been unable to identify any such candidates which fulfill the diversity requirement with the requisite

professional experience.

Board has established Audit, Compensation, and Nominating and Corporative Governance Committees.

6 unchanged sentences

audit committee consists of Mr.

Alila and Ms.

Kaufman, with Mr.

Melton serving as the chairman.

Our Board has determined

Our Board has determined that

Melton is an “audit committee financial expert” within the meaning of the SEC regulations.

6 unchanged sentences

to ensure the independence and performance of the independent registered public accounting firm;

the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent

accountants, our interim and year-end operating results;

the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the

independent accountants, our interim and year-end operating results;

procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

3 unchanged sentences

procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be

performed by the independent registered public accounting firm.

(or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to

be performed by the independent registered public accounting firm.

compensation committee consists of Messrs.

Melton, Alila and Herman with Mr.

Herman serving as the chairman.

The functions of the compensation

committee will include:

Melton and Boon with Mr.

Boon serving as the chairman.

The functions of the compensation committee

will include:

and approving, or recommending that our Board approve, the compensation of our executive officers;

8 unchanged sentences

nominating and corporate governance committee consists of Messrs.

Melton and Dr Wilson with Dr Wilson serving as the chairman.

The functions

of the nominating and governance committee will include:

Melton and Boon with Boon serving as the chairman.

The functions of

the nominating and governance committee will include:

and recommending candidates for membership on our Board;

25 unchanged sentences

and therefore one person may, in the future, serve as both the Chief Executive Officer and Chairman of the Board.

December 1, 2023, the Board adopted the Safety Shot, inc.

Clawback Policy (the “Clawback Policy”), effective December 1,

2023, providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in

the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct

an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error

were corrected in the current period or left uncorrected in the current period.

A copy of the Clawback Policy has been filed herewith,

as exhibit 99.1.

Trading Policies

have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management,

and employees.

A copy of the Insider Trading Policy has been filed herewith, as exhibit 99.2.

have adopted a code of ethics and conduct applicable to all of our directors, officers, employees and all persons performing similar

13 unchanged sentences

of the following events during the past ten years:

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive

officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business,

securities or banking activities or to be associated with any person practicing in banking or securities activities;

found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a

Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed,

suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or

regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud

in connection with any business entity;

subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities

or to be associated with any person practicing in banking or securities activities;

being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated

a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation,

any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud

or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

Section 16(a) Beneficial Ownership Compliance

solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that as of

the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis

with all Section 16(a) filing requirements, except Messrs.

David Long, Richard Pascu, Danielle De Rosa and

David Sandler did not file Form 3s upon their employment or appointment to the Board and the Company, as applicable.

EXECUTIVE COMPENSATION

1 unchanged sentence

years indicated below.

Name and Principal Position

Stock Awards ($)

Option Awards ($)

All Other Compensation ($) (4)

Total Compensation ($)

and Principal Position

Other Compensation ($) (5)

Compensation ($)

John (1)(4)(5)

Chief Executive Officer

Richard Miller (2)

Former Chief Compliance Officer

Former Chief Compliance

Glynn Wilson (3)(4)

Chairman of the Board and Chief Science Officer

Chairman of the Board and

Chief Science Officer

Markita Russell

Chief Financial Officer

John was appointed as Chief Executive Officer on October 28, 2018.

Miller is no longer an officer of the Company.

Wilson was appointed as a director in November 2018 and

as Chairman on October 15, 2019.

Each were paid $20,000 in Director fees in 2022.

Wilson was appointed as a director in November 2018 and as Chairman on October 15, 2019.

Brian and Dr.

Wilson both received 1,050,000 5-year options

to purchase the Company’s common stock at an exercise price of $0.84 and $0.76 per share, respectively.

The options are “out-of-the-money”

and no value is reflected in the table.

Wilson both received 1,050,000 5-year options to purchase the Company’s common stock at an exercise price of

$0.84 and $0.76 per share, respectively.

The options were granted with an exercise price equal to market on date of grant.

John’s employment agreement calls for a bonus on investments made by the Company.

John received 267,500 shares

of restricted Chijet Motor Company common stock from the Company’s SPAC transaction and 500,000 restricted shares of SRM Entertainment

related to the sale of SRM Entertainment Ltd.

Agreements with Named Officers

February 1, 2020, we entered into a written employment agreement with Brian John, pursuant to which Mr.

John shall serve as our Chief

Executive Officer (the “John Employment Agreement”).

The John Employment Agreement has an initial term from February 1, 2020

through January 1, 2021, and shall automatically renew for one (1) year periods unless otherwise terminated by either party.

shall be paid a salary of $150,000 (the “Base Salary”) for the period commencing February 1, 2020 and ending January 1, 2021,

with such Base Salary increasing by 10% for each renewal term.

John shall also be entitled to a quarterly cash bonus as follows:

5% of net revenues up to $1 Million;

plus 4% of the second $1 Million in net revenues;

plus 3% of the third $1 Million in net revenues;

plus 2% of the fourth $1 Million in net revenues;

plus 1% of all net revenues in excess of $4 Million;

provided, that:

(i) the bonus

is subject to a cap of $2 Million;

and (ii) the bonus may be paid, at the election of Mr.

John, in cash or shares of our common stock

(calculated at the fair market value of such shares as determined by the Board).

In the event of Mr.

John’s death during the term

of the John Employment Agreement, his Base Salary at that time shall be paid to his designated beneficiary, or, in the absence of such

designation, to his estate or other legal representative, for three (3) months from the date of death.

In addition, all granted but unvested

stock options shall immediately vest and all vested but unexercised stock options shall remain exercisable by Mr.

John’s designated

beneficiary, or, in the absence of such designation, to his estate or other legal representative, through the term of such stock options.

In the event of Mr.

John’s disability, he shall be entitled to compensation in accordance with our disability compensation practice

for senior executives, including any separate arrangement or policy covering him, but in all events he shall continue to receive his

Base Salary at the time of his disability for a for a period of three (3) months beginning on the date the disability is deemed to have

In addition, all granted but unvested stock options shall immediately vest and all vested but unexercised stock options shall

remain exercisable by Mr.

John through the term of such stock options.

In the event we terminate the John Employment Agreement without

John shall continue to carry out his responsibilities under the John Employment Agreement for one month and shall be paid

his normal Base Salary.

In addition, upon such termination without cause, we shall pay Mr.

John a lump sum equal to his entire remaining

Base Salary under the John Employment Agreement, all granted but unvested stock options shall immediately vest and all vested but unexercised

stock options shall remain exercisable by Mr.

John through the term of such stock options.

In the event of a Change in Control or Attempted

Change in Control, each as defined in the John Employment Agreement attached hereto as Exhibit 10.8, during the term of the John Employment

Agreement, Mr.

John shall have the right to terminate the John Employment Agreement upon thirty (30) days’ written notice given

at any time within one year after the occurrence of such event, and Mr.

John shall be entitled to the same compensation as if the John

Employment Agreement was terminated without cause.

June 1, 2021, the John Employment Agreement was amended to increase Mr.

John’s base salary to $250,000, annual 10% increase in

base salary and options for 2022 and 2023 and bonus plan based on net revenues and effective December 6, 2021 if Mr.

John is terminated

either Voluntarily or Involuntarily other than for Cause, including but not limited to (i) a Change of Control or Attempted Change of

Control, (ii) material merger or other material business combination, (iii) change of Board of Directors or Executive Officers or (iv)

or other events as set forth in the respective Employment Agreement, the Employee is entitled to all compensation remaining to be paid

during the then-current term of the Employment Agreement or one year whichever is greater plus an additional two-years.

August 5, 2019 (the “McKinnon Execution Date”), we entered into a written employment agreement with Douglas McKinnon, pursuant

McKinnon shall serve as our Chief Financial Officer (the “McKinnon Employment Agreement”).

Pursuant to the McKinnon

Employment Agreement, we shall grant Mr.

McKinnon up to 300,000 shares of our common stock, whereby 100,000 shares shall be granted to

McKinnon and vest on the McKinnon Execution Date, either i) 100,000 shares or ii) an option to purchase 100,000 shares, issued pursuant

to our contemplated equity incentive plan, shall be granted to Mr.

McKinnon on the first anniversary of the McKinnon Execution Date,

and either i) 100,000 shares or ii) an option to purchase 100,000 shares, issued pursuant to our contemplated equity incentive plan,

shall be granted to Mr.

McKinnon on the second anniversary of the McKinnon Execution Date.

The McKinnon Employment Agreement has a term

of three (3) years and shall automatically renew for one (1) year periods unless otherwise terminated by either party.

McKinnon shall

be paid a salary in an amount commensurate with his position and responsibilities at similar companies, subject to the mutual agreement

between us and Mr.

In the event we terminate the McKinnon Employment Agreement without cause, we shall pay to Mr.

his base salary, including participation in all benefit programs, for one (1) year or the remainder of the then-current term, whichever

In the event of either i) a change of control of the Company or ii) we change the responsibilities of Mr.

McKinnon, Mr.

shall have the option to terminate the McKinnon Employment Agreement and shall be entitled to all compensation remaining to be paid during

the then-current term of the McKinnon Employment Agreement plus an additional one-year period.

During 2020, Mr.

McKinnon was issued 200,000

shares of the Company’s common stock representing the 100,000 shares due for 2019 and 100,000 shares due for 2020.

June 1, 2021, the McKinnon Employment Agreement was amended to increase Mr.

McKinnon’s base salary to $150,000, annual 10% increase

in base salary and options for 2022 and 2023 and effective December 6, 2021 if Mr.

McKinnon is terminated either Voluntarily or Involuntarily

other than for Cause, including but not limited to (i) a Change of Control or Attempted Change of Control, (ii) material merger or other

material business combination, (iii) change of Board of Directors or Executive Officers or (iv) or other events as set forth in the respective

Employment Agreement, the Employee is entitled to all compensation remaining to be paid during the then-current term of the Employment

Agreement or one year whichever is greater plus an additional two-years.

May 1, 2023, we entered into a written employment agreement with Brian John, pursuant to which Mr.

John shall serve as our Chief Executive

Officer, President, and Chief Investment Officer (the “ John Employment Agreement ”).

The John Employment Agreement

has an initial term of two (2) years, and shall automatically renew for two (2) year periods unless otherwise terminated by either party.

John shall be paid a salary of $300,000 (the “ Base Salary ”) for the for the year ended at December 31, 2023, with

such Base Salary increasing by 10% for each calendar year thereafter.

John shall also be entitled to a 20% bonus pursuant to his

position as Chief Investment Officer, based on the net profits realized from any investments made by the Company during his employment.

August 18, 2023, the Company entered into a written employment agreement with Jarrett Boon, pursuant to which Mr.

Boon shall serves as

the chief operating officer of the Company (the “ Jarrett Employment Agreement ”).

Jarrett Employment Agreement has

an initial term of two years from September 1, 2022, and shall automatically renew for one (1) year periods unless otherwise terminated

by either party.

Boon shall be paid a salary of $150,000 (the “ Base Salary ”), with such Base Salary increasing

by 5% for each renewal term.

Boon shall also be entitled to a cash bonus between a range of 33%-50% of the Base Salary, based on

his achievements and at the discretion of the Company.

Boon shall be entitled to options to purchase 100,000 shares of Company’s

common stock, granted at market price and which shall vest quarterly over a period of three years.

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 and annual salary of $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.

Schur is also entitled to 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.

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.

Agreements with Senior Management

October 15, 2019, (the “Wilson Execution Date”), we entered into a written employment agreement with Dr.

Glynn Wilson, pursuant

Wilson shall serve as our Chairman of the Board and Chief Scientific officer (the “Wilson Employment Agreement”).

Pursuant to the Wilson Employment Agreement, we shall grant Dr.

Wilson up to 800,000 shares of our common stock, whereby 300,000 shares

shall be granted to Dr.

Wilson and vest on the Wilson Execution Date, either i) 200,000 shares or ii) an option to purchase 200,000 shares,

issued pursuant to our contemplated equity incentive plan, shall be granted to Dr.

Wilson on the first anniversary of the Wilson Execution

Date, and either i) 200,000 shares or ii) an option to purchase 200,000 shares, issued pursuant to our contemplated equity incentive

plan, shall be granted to Dr.

Wilson on the second anniversary of the Wilson Execution Date.

The Wilson Employment Agreement has a term

of three (3) years and shall automatically renew for one (1) year periods unless otherwise terminated by either party.

In the event we

terminate the Wilson Employment Agreement without cause, we shall pay to Dr.

Wilson his base salary, including participation in all benefit

programs, for one (1) year or the remainder of the then-current term, whichever is more.

June 1, 2021, the Wilson Employment Agreement was amended to increase Mr.

Wilson’s base salary to $150,000, annual 10% increase

in base salary and options for 2022 and 2023 and effective December 6, 2021 if Mr.

Wilson is terminated either Voluntarily or Involuntarily

other than for Cause, including but not limited to (i) a Change of Control or Attempted Change of Control, (ii) material merger or other

material business combination, (iii) change of Board of Directors or Executive Officers or (iv) or other events as set forth in the

respective Employment Agreement, the Employee is entitled to all compensation remaining to be paid during the then-current term of the

Employment Agreement or one year whichever is greater plus an additional two-years.

April 17, 2023, we entered into a written employment agreement with Dr.

Glynn Wilson, pursuant to which Mr.

Wilson shall serve as our

Chief Science Officer (the “Wilson Employment Agreement ”).

The Wilson Employment Agreement has an initial term of

two (2) years, and shall automatically renew for two (2) year periods unless otherwise terminated by either party.

Wilson shall be

paid a salary of $175,000 (the “ Base Salary ”) and $175,000 in stock options annually, with such Base Salary and the

stock options increasing by 10% for the following two calendar years of 2024 and 2025.

Wilson was issued 500,000 shares of the Company’s common stock representing the 300,000 shares due for 2019 and 200,000

1 unchanged sentence

Incentive Plan

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 the 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.

Outstanding Equity Awards at Fiscal Year-End

In connection with the employment

agreements described above, Mr.

McKinnon, our CFO, and Dr.

Wilson, our Chairman, were granted 100,000 shares and 300,000 shares, respectively,

of our common stock during the year ended December 31, 2019 which were not issued as of December 31, 2019 and issued in 2020.

Additionally,

in connection with the employment agreements, Mr.

McKinnon and Dr.

Wilson were granted 100,000 shares and 200,000 shares, respectively,

of our common stock during the year ended December 31, 2021.

There were no outstanding equity

awards as of December 31, 2022.

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 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.

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.

December 30, 2022, the Company, in connection with the 2022 Plan, granted the directors and officers of the Company options to purchase

shares of common stock.

The table below shows the options granted to each director and officers, and their respective terms.

Five years from the grant date

Doug McKinnon

Five years from the grant date

Christopher Melton

Five years from the grant date

Nancy Torres Kauffman

Five years from the grant date

addition to the directors and officers, on December 30, 2022, the Company granted 100,000 options to purchase shares of common stock,

at an exercise price of $0.7600 and a five year term, to Mesers.

Markita Russell, Paul Jones and Zachary Greave, each.

The Company also

granted 50,000 options to purchase shares of common stock, at an exercise price of $0.7600 and a five year term, to each of Mesers.

Basantes, George Hall, and Dr.

to December 31, 2023, Mr.

Guylas and Mr.

Boon each purchased 1,050,000 of the above referenced options each from Mr.

Equity Awards at Fiscal Year-End

were no equity awards granted for the years ended December 31, 2023 and 2022.

following table sets forth the amounts paid to Directors during the years ended December 31, 2023 and 2022.

Skender Fani (former)

Glynn Wilson (former)

Hector Alila (former)

Nancy Torres Kaufman

Christopher Melton

Gary Herman (former)

with Directors

February 25, 2019 (the “Alila Execution Date”), we entered into an independent director’s agreement with Dr.

Alila, pursuant to which Dr.

Alila shall serve as one of our directors (the “Alila Agreement”).

Pursuant to the Alila Agreement,

we shall pay Dr.

Alila $1,000 per quarter, per annum.

Additionally, we shall issue to Mr.

Alila an option to purchase 33,330 shares of

our common stock on the Alila Execution Date and for each additional year Dr.

Alila serves as a director (the “Alila Options”).

The Alila Options shall have a three (3) year term and an exercise price of $0.25 per share and shall be issued on each anniversary date

of his election.

March 1, 2022 (the “Gary Execution Date”), we entered into an independent director’s agreement with Gary Herman, pursuant

Herman shall serve as one of our directors (the “Gary Agreement”).

Pursuant to the Gary Agreement, we shall

Herman $20,000 per annum.

Additionally, we shall issue to Mr.

Herman an option to purchase 20,000 shares of our common stock

on the Gary Execution Date and for each additional year Mr.

Herman serves as a director (the “Gary Options”).

The Gary Options

shall have a three (3) year term and an exercise price of the closing market price of the date of issuance and shall be issued on the

first date of each anniversary.

July 29, 2019 (the “Melton Execution Date”), we entered into an independent director’s agreement with Christopher Melton,

21 unchanged sentences

date of her election.

December 5, 2023, (the “ Pascucci Execution Date ”), we entered into an independent director’s agreement with

Richard Pascucci, pursuant to which Mr.

Pascucci shall serve as one of our directors (the “ Pascucci Agreement ”).

to the Pascucci Agreement, we shall pay Mr.

Pascucci $25,000 per annum.

Additionally, we shall issue to Mr.

Pascucci an option to purchase

20,000 shares of our common stock on the Richard Execution Date and for each additional year Mr.

Pascucci serves as a director (the “ Pascucci

The Pascucci Options shall have a three (3) year term and an exercise price of the closing market price of the date

of issuance and shall be issued on the first date of each anniversary.

March 7, 2024, the Company entered into a director’s agreement with Mr.

Schur (the “Jordon Agreement”).

to the Jordon Agreement, Mr.

Schur is entitled to an annual salary of $25,000 per-annum, payable bi-monthly, and 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 Mr.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

14 unchanged sentences

Unless otherwise indicated, the address

of all listed stockholders is c/o Jupiter Wellness, Inc., 1061 E.

of all listed stockholders is c/o Safety Shot, Inc., 1061 E.

Indiantown Rd., Ste.

110, Jupiter, FL 33477.

% of Shares of

Name of Beneficial Owner

Directors and Officers:

Chief Executive Officer and Director

Doug McKinnon

Chief Financial Officer

Richard Miller

Beneficial 5% owner

Chairman and Head of Research and Development

Nancy Kaufman

Christopher Melton

All officers and directors (8 persons)

shares of common stock are owned by BBBY Ltd.

Young is a beneficiary.

of Beneficial Owner

and Officers:

Financial Officer

Operating Officer

officers and directors (9 persons)

Includes 200,000 shares issuable upon exercise of options.

2 unchanged sentences

(4) Includes 100,000 shares issuable upon exercise of options.

Includes 95,000 shares issuable upon exercise of options.

Includes 141,000 shares issuable upon exercise of options.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

December 31, 2020, the Company had a total of $525,000 plus accrued interest of $32,856 due on convertible promissory notes.

2021, the Company received conversion notices from all of the note holders to convert the $525,000 principal balance of its convertible

promissory notes plus $35,489 accrued interest through the date of conversion, into 186,832 shares of the Company’s common stock

($3.00 per share conversion price).

The shares were issued in January 2021.

December 31, 2021, the Company had invested $2,908,300 in Jupiter Wellness Sponsor LLC (“JWSL”), a limited liability

company formed for the purpose of sponsorship of Jupiter Wellness Acquisition Corp.

(“JWAC”), a special purpose

acquisition company (“SPAC”) and an affiliate.

Brian John is the managing member of JWSL and Chief Executive Officer

November 3, 2021, JWAC filed a registration statement (“IPO”) with the Securities and Exchange Commission with an initial

funding of $100M.

On December 6, 2021 the IPO was deemed effective.

The total amount raised in the IPO was $138m.

a result, at December 31, 2022, JWSL holds 1,437,500 Founders shares of JWAC and 288,830 Private Placement Units of JWAC.

December 31, 2022, the Company had invested $2,908,300 in Jupiter Wellness Sponsor LLC (“JWSL”), a limited liability company

formed for the purpose of sponsorship of Jupiter Wellness Acquisition Corp.

(“JWAC”), a special purpose acquisition company

(“SPAC”) and a unconsolidated subsidiary.

Brian John, our CEO, was the managing member of JWSL and Chief Executive Officer

filed a Current Report on Form 8-K filed with the Securities Exchange Commission on May 2, 2023.

JWAC’s stockholders approved JWAC’s

business combination with Chijet Inc.

and its affiliates including Chijet Motor Company Inc.

(collectively “Chijet”), at

its Special Meeting of Stockholders held on May 2, 2023 and closed the transaction on June 1, 2023.

As a result, on June 27, 2023, the

Company received a total of 1,662,434 shares of restricted common stock of Chijet (Nasdaq:

CJET) in exchange for its Loans.

2023, the Company receive 96,000 additional shares ChiJet due to downside protection clauses in the business combination agreements.

May 2023, the Company purchased 48,000 shares of JWAC (now Chijet) common stock for $508,800 and in September and October 2023, the Company

purchased an additional 18,200 shares for $36,330.

the year ended December 31, 2023 the Company sold 271,679 ChiJet shares for a realized gain of $238,839.

December 31, 2023 the Company, the Company held 1,200,821 common shares of Chijet (the “CJET Shares”) are considered trading

securities and are categorized as marketable securities on the balance sheet.

At December 31, 2023 the CJET Shares had a combined fair

market value of $842,976 had a combined unrealized loss of $1,511,488 which is included in other income.

December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment,

(“SRM”) to govern the separation of SRM from the Company.

On May 26, 2023, we amended and restated the Exchange Agreement

(the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation

of SRM the Company.

The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023.

to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing

79.3% of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing

all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”).

On August 14, 2023, SRM consummated its

Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share.

In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the

Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective

date of the Registration Statement but prior to the closing of the IPO.

Following such distribution, the Company owns 4.5 million of

the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company.

December 31, 2022, the Company had an outstanding unsecured, non-interest bearing loan receivable balance of $1,482,673 from SRM Entertainment,

Ltd, its wholly owned subsidiary.

On September 1, 2022, the loan was converted to a six percent (6%) interest-bearing promissory note

(the “Note”) due on the earlier of:

(i) September 30, 2023 or (ii) the date on which the Company consummates an initial public

offering of its securities.

During the nine months ended September 30, 2023, the Company accrued $55,847 interest expense on the Note.

The total balance of $1,538,520 ($1,482,673 note and $55,847 interest) due Jupiter was paid from proceeds SRM’s Initial Public

Offering (“IPO”) on August 14, 2023.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

2 unchanged sentences

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

of Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement filed with the

SEC on June 17, 2020.

Form of Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Amended and Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 2.1 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019.

16 unchanged sentences

Form of Regulation A Subscription Agreement, incorporated herein by reference to Exhibit 4.1 to Jupiter Wellness, Inc.’s Form 1-A/A filed with the Securities and Exchange Commission on August 19, 2019.

Employment Agreement with Dr.

Glynn Wilson, dated October 15, 2019, incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Employment Agreement with Brian John, dated February 1, 2020, incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Employment Agreement with Richard Miller, dated February 1, 2020, incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

2020 Equity Incentive Plan, incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Confidential Membership Interest Purchase Agreement dated February 20, 2020 by and between Jupiter Wellness, Inc., Magical Beasts LLC.

and Krista Whitley, incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Sales Distribution Agreement dated February 20, 2020 between Jupiter Wellness Inc.

and Ayako Holdings, Inc., incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Distribution Agreement, dated November 5, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 9, 2020.

Endorsement Agreement, dated November 10, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 19, 2020.

Share Exchange Agreement, dated November 30, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 3, 2020.

Independent Director’s Agreement, dated January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 26, 2021.

Omnibus Amendment dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.

First Amendment to Common Stock Option Agreement dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.

Employment Agreement dated as of January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2021.

Code of Ethics, incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Corporate Governance Guidelines, incorporated by reference to Exhibit 14.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Agreement with Dr.

Glynn Wilson, dated October 15, 2019, incorporated by reference to Exhibit 10.7 of the Company’s Registration

Statement filed with the SEC on July 14, 2020.

Agreement with Brian John, dated February 1, 2020, incorporated by reference to Exhibit 10.8 of the Company’s Registration

Statement filed with the SEC on June 17, 2020.

Agreement with Richard Miller, dated February 1, 2020, incorporated by reference to Exhibit 10.9 of the Company’s Registration

Statement filed with the SEC on June 17, 2020.

Equity Incentive Plan, incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement filed with the SEC

on June 17, 2020.

Membership Interest Purchase Agreement dated February 20, 2020 by and between Jupiter Wellness, Inc., Magical Beasts LLC.

Whitley, incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement filed with the SEC on June 17,

Distribution Agreement dated February 20, 2020 between Jupiter Wellness Inc.

and Ayako Holdings, Inc., incorporated by reference

to Exhibit 10.12 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Agreement, dated November 5, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC

on November 9, 2020.

Agreement, dated November 10, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC

on November 19, 2020.

Exchange Agreement, dated November 30, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with

the SEC on December 3, 2020.

Director’s Agreement, dated January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K,

filed with the SEC on January 26, 2021.

Amendment dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC

on January 29, 2021.

Amendment to Common Stock Option Agreement dated January 25, 2021, incorporated by reference to the Company’s Current Report

on Form 8-K, filed with the SEC on January 29, 2021.

Agreement dated as of January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the

SEC on February 3, 2021.

of Ethics, incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement filed with the SEC on July 14,

Governance Guidelines, incorporated by reference to Exhibit 14.2 of the Company’s Registration Statement filed with the SEC

on July 14, 2020.

Subsidiaries of the Registrant

Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

Section 1350)

Certification pursuant to 18 U.S.C.

Consent of M&K CPAS

Certification

of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

Certification

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Claw Back Policy

Insider Trading Policy

to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized on the day of April 1, 2024.

Jupiter Wellness Inc.

SAFETY SHOT, INC

Executive Officer and Director

1 unchanged sentence

and in the capacities and on the dates indicated.

Director and Chief Executive Officer (principal executive officer)

Chief Financial Officer (principal financial and accounting

Chairman and Chief Science Officer

and Chief Executive Officer (principal executive officer)

April 1, 2024

Danielle De Rosa

Financial Officer (principal financial and accounting officer)

April 1, 2024

Danielle De Rosa

and Chief Science Officer

April 1, 2024

Christopher Marc Melton

April 1, 2024

Nancy Torres Kaufman

Torres Kaufman

WELLNESS, INC.

April 1, 2024

Richard Pascucci

April 1, 2024

/s/ David Long

April 1, 2024

TO FINANCIAL STATEMENTS

7 unchanged sentences

the Board of Directors and

Stockholders of Jupiter Wellness, Inc.

Stockholders of Safety Shot, Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Jupiter Wellness, Inc.

(the Company) as of December 31, 2022 and 2021, and

the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period

ended December 31, 2022, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the

results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with

accounting principles generally accepted in the United States of America.

have audited the accompanying consolidated balance sheets of Safety Shot, Inc.

(the Company) as of December 31, 2023 and 2022, and the

related consolidated statements of operations, shareholders’ equity, and cash flows for the two-year period ended December 31,

2023, and the related notes (collectively referred to as the financial statements).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of

its consolidated operations and its cash flows for the two-year period ended December 31, 2023, in conformity with accounting principles

generally accepted in the United States of America.

Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in the

notes to the financial statements, the Company has suffered net losses from operations in current and prior periods and has a working

capital deficiency, as a result of obligations becoming due within one year, which raises substantial doubt about its ability to continue

as a going concern.

Management’s plans regarding those matters are discussed in the notes to the financial statements.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Note 1 to the financial statements, the Company has suffered net losses from operations in current and prior periods and the Company

has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans, which raises substantial

doubt about its ability to continue as a going concern.

Management’s plans regarding those matters are discussed in the notes to

the financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

discussed in the notes to the financial statements, the Company has an equity method investment in an unconsolidated entity.

management’s valuation of the assets and analysis of the classification of the investment and potential impairment involves significant

judgements and estimates.

evaluate the appropriateness of the Company’s classification of the investment and analysis of impairment, we evaluated management’s

significant judgments and estimates.

discussed in the notes to the financial statements, the Company issued a note receivable to an unrelated party for future acquisitions

that had not closed as of period end.

management’s valuation of the assets and analysis of potential impairment involves significant judgements and estimates to determine

if the note is collectible and that there should or should not be an impairment taken.

evaluate the appropriateness of the Company’s analysis of impairment, we evaluated management’s significant judgments and

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audits Matters

critical audits matters communicated below are matters arising from the current period audits of the consolidated financial

statements that were communicated or required to be communicated to the audits committee and that:

(1) relate to accounts or

disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or

complex judgments.

The communication of critical audits matters does not alter in any way our opinion on the consolidated financial

statements, taken as a whole, and we are not, by communicating the critical audits matter below, providing separate opinions on the

critical audits matters or on the accounts or disclosures to which they relate.

transactions and Improper Revenue Recognition

discussed in the Note 1 to the financial statements, the Company generates its revenue from the sales of its products directly to the

end user and recognizes revenue when goods or products are shipped on a FOB shipping point.

Understanding when the performance obligation

has been completed can sometimes require significant judgement.

We tested the Company’s support for all of the material revenue

sources and the timing in which the Company completed the related performance obligation.

M&K CPAS, PLLC

have served as the Company’s auditor since 2019.

www.mkacpas.com

We have served as the Company’s auditor since

The Woodlands, Texas

April 1, 2024

known as Jupiter Wellness, Inc .)

Consolidated Balance Sheets

of December 31, 2023 and 2022

expenses and deposits

in affiliates

Marketable Securities

Account receivable

Prepaid expenses and deposits

Investment in affiliates

Loan receivable from SRM

Entertainment Ltd

Investment in SRM Entertainment,

Other current assets

assets held for sale

current assets

of use assets

and Shareholders’ Equity

notes, net of discounts

portion of lease liability

- 19 SBA Loan

Long-Term Assets

Right of use assets

Intellectual property,

Fixed assets, net

held for sale

Liabilities and Shareholders’

Accounts Payable

Convertible notes

Current portion of lease

Accrued interest

Accrued liabilities

Covid - 19 SBA Loan

liabilities held for sale

current Liabilities

portion lease liability

stock, $ 0.001 par value, 100,000 shares authorized of which none are issued and outstanding Common stock, $ .001 par value, 100,000,000

Long-term portion lease

Shareholders’ Equity

Preferred stock, $ 0.001

par value, 100,000 shares authorized of which none are issued and outstanding

Common stock, $ .001 par value, 100,000,000

shares authorized, of which 45,634,154 and 22,338,888 shares issued and outstanding as of December 31, 2023 and 2022

paid-in capital

stock payable

Additional paid-in capital

Common stock payable

( 65,680,715 )

3 unchanged sentences

accompanying notes are an integral part of these unaudited financial statements.

known as Jupiter Wellness, Inc .)

Consolidated Statement of Operations

1 unchanged sentence

Cost of Sales

profit (loss) from continuing operations

Operating expense

General and administrative expenses

General and administrative

Impairment of Intangibles

Impairment of Secured Promissory Note

of Promissory Note

Total operating expenses

3 unchanged sentences

( 1,286,368 )

Other income / (expense)

( 1,243,676 )

gain / (loss) on equity investment

other income (expense)

Total other income (expense)

( 2,222,187 )

( 1,283,874 )

Net (loss) from continuing

$ ( 14,821,513 )

$ ( 15,567,200 )

Income (loss) from discontinued

$ ( 15,083,041 )

$ ( 15,223,028 )

Net (loss) per share:

1 unchanged sentence

accompanying notes are an integral part of these unaudited financial statements.

known as Jupiter Wellness, Inc .)

Consolidated Statement of Changes in Shareholders’ Equity

the Years Ended December 31, 2023 and 2022

Treasury Shares

Balance, December 31, 2020

December 31, 2021

$ ( 35,374,646 )

Common stock issued in public offering

Common Stock issued for intellectual property

Common stock issued upon conversion of notes

Common stock issued for services

Common stock issued upon exercise of cashless options

Contributed capital

Fair value of Stock options granted to Officers and Directors

Fair value of warrants and beneficial conversion feature in connection with convertible promissory Notes

Shares issued for services

Treasury shares purchased

( 2,880,045 )

( 2,825,617 )

Balance, December 31, 2021

( 2,880,045 )

Treasury shares cancelled

( 2,825,617 )

Shares issued for services

Treasury shares purchased

( 2,880,045 )

Shares issued in

connection with convertible promissory note

Fair value of warrants

issued and issue discounts with

convertible note

Stock options issued for

Common Stock to be issued

Management common shares

Fair value of Stock options

granted to Officers and Directors

( 15,223,028 )

Treasury shares cancelled

December 31, 2022

$ ( 50,597,674 )

Shares issued in connection with convertible promissory note

Fair value of warrants issued and issue discounts with convertible note

Stock options issued for services

Management common shares cancelled

Common stock to be issued for services

Fair value of Stock options granted to Officers and Directors

Shares issued in Public

Shares issued -payable

Shares issued for services and stock payable

Purchase of intangible

Warrant conversions

related to offerings

Warrant conversions related to promissory notes

Deconsolidation of SRM

Entertainment and change to equity method of accounting

Fair value of price reduction

on conversion price for notes and warrants

Fair value of options granted

Fair value of warrants

granted for services

Promissory note conversion

Fair value of warrants

granted for services

Fair value of options granted for services

( 15,083,041 )

Balance, December 31, 2022

December 31, 2023

$ ( 65,680,715 )

accompanying notes are an integral part of these financial statements .

accompanying notes are an integral part of these unaudited financial statements.

known as Jupiter Wellness, Inc .)

Consolidated Statement of Cash Flows

the Years Ended December 31, 2023 and 2022

Years Ended December 31,

Cash flows from operating activities:

Cash flows from continuing operating activities:

$ ( 14,821,513 )

$ ( 15,567,200 )

Stock Based compensation

Fair value of warrants issued for loan extension

Depreciation & Amortization

Gain on sale of fixed assets

Fair value of stock-based compensation

Fair value of options issued

Fair value of warrants

issued for services

Amortization of debt discount

Amortization of intangible asset

Gain on sale of asset

Gain on extinguishment of debt

Bad debt expense

Gain on settlement

Intangible asset impairment

Impairment of secured promissory note

Adjustments to reconcile net income to net cash provided by (used in) operating activities

Due from third party

Loss on extinguishment

Unrealized gain/loss on

equity investment

Realized gain/loss on sale

of marketable securities

Unrealized loss on marketable

Impairment of secured promissory

Bad debt expense

Adjustments to reconcile

net income to net cash provided by (used in) operating activities

Prepaid expenses and deposits

( 1,045,861 )

Right of Entry asset

2 unchanged sentences

Accrued liabilities

Lease liability

Net cash (used in) operating activities

Net cash (used in) continuing

operating activities

( 10,715,314 )

( 6,448,078 )

Cash flows from discontinued operating activities:

Income (loss) from discontinued

Reclassification

of assets and liabilities to held for sale

Cash provided from discontinued

Cash flows from investing activities:

Purchase of fixed assets

Cash paid for Intellectual property

Cash loaned to affiliate

( 2,908,300 )

Cash loaned to a third party

( 1,000,000 )

Cash paid for purchase

Cash paid for research

( 1,500,000 )

Cash paid for research agreement

proceeds from sale of asset

Net cash (used in) investing activities

Cash paid for marketable

Cash paid for purchase

of intangible assets

( 2,200,000 )

Cash paid for SRM Inc.

Cash received from SRM Ltd.

loan repayment

Cash received for sale of marketable securities

Net change to value of

marketable securities

Cash loaned to third party

from sale of assets

Net cash (used in) investing

( 2,467,707 )

Cash flows from financing activities:

Proceeds from public offering

Proceeds from convertible debt

Repayment of convertible debt

Shares issued for cash

Cash paid for Treasury

( 2,880,045 )

Capital contribution

Purchase of Treasury Stock

Loan to affiliate

Borrowing on debt

Payment on debt

Net cash (used in) provided by financing activities

Net increase (decrease) in cash and cash equivalents

Proceeds from Promissory

Loans to affiliates

Borrowings on debt

Net cash (used in) provided

by financing activities

Net increase (decrease) in cash and cash

( 9,747,486 )

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

Cash and cash equivalents

at the beginning of the period

Cash and cash equivalents

at the end of the period

SUPPLEMENTAL CASH FLOW INFORMATION:

2 unchanged sentences

Non-cash items:

Common stock issued in connection with promissory notes

Fair value of warrants issued and beneficial conversion feature in connection with convertible promissory notes

Cancellation of shares issued to management

Fair value of Warrants

issued and beneficial conversion feature in connection with convertible notes

Reclassification of Held

to Maturity investments to Marketable Securities

Shares issued from stock

payable for services

Shares issued for GBB asset

Reclassification for SRM

Ltd deconsolidation

Conversion of promissory

note for common stock

Common stock issued in

connection with promissory notes

Treasury shares cancelled

Cashless exercise of options

Initial ROU asset and lease liability

Fair value of shares issued for capitalized intellectual property

Cancellation of shares

issued to management

accompanying notes are an integral part of these unaudited financial statements.

known as Jupiter Wellness, Inc .)

to Financial Statements

the Years Ended

31, 2022 and 2021

the Years Ended December 31, 2023 and 2022

1 - Organization and Business Operations

Wellness, Inc.

(the “Company”) was formed on October 24, 2018 as CBD Brands, Inc.

under the laws of the State of Delaware,

and is headquartered in Jupiter, Florida.

The Company is a cutting-edge developer of cannabidiol (CBD) based medical therapeutics and

wellness products.

The Company’s clinical pipeline of prescription CBD-enhanced skin care therapeutics addresses indications including

eczema, burns, herpes cold sores, and skin cancer.

We are in the early stage of manufacturing, distributing, and marketing a diverse

line of consumer products infused with CBD.

SHOT) was formerly known as Jupiter Wellness Inc.

In August 2023 the Company acquired certain assets of GBB Drink

Lab Inc which included the blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow

recovery from the effects of alcohol at a rate faster than would occur normally.

Concurrently with the purchase, the Company changed

its name to Safety Shot, Inc.

and changed its NASDAQ trading symbol to SHOT.

The Company launched Safety Shot in December 2023.

Shot has a well-established clinical development infrastructure and fits within the Company’s existing over-the-counter and prescription-grade

health and wellness products.

The Company will continue its current products line as an operating division and 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.

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

Concern Consideration

of December 31, 2022 and 2021, the Company had an accumulated deficits of $ 50,597,674

and $ 35,374,646 ,

respectively, and cash flow used in operations of $ 6,395,942

and $ 7,567,645

for the years ended December 31, 2022 and 2021.

The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans.

December 31, 2022, the Company had $ 1,931,068 in cash and working capital of $ 2,245,979 .

These conditions have raised doubt about the

Company’s ability to continue as a going concern as noted by our auditors, M&K CPAS, PLLC.

2 - Significant Accounting Policies

of Presentation

of December 31, 2023 and 2022, the Company had accumulated deficits of $ 65,680,715 and $ 50,597,674 , respectively, and cash flow used

in operations of $ 10,715,314 and $ 6,448,078 for the years ended December 31, 2023 and 2022.

The Company has incurred and expects to continue

to incur significant costs in pursuit of its expansion and development plans.

At December 31, 2023 and 2022, the Company had $ 3,833,349

and $ 1,477,552 , respectively, in cash and working capital of $ 4,303,687 and $ 2,245,979 , respectively.

These conditions have raised doubt

about the Company’s ability to continue as a going concern as noted by our auditors, M&K CPAS, PLLC.

2 – Significant Accounting Policies Basis of Presentation

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness, Inc.,

a Florida corporation, Magical Beasts, LLC, a Nevada limited liability company and SRM Entertainment, Limited, a Hong Kong private limited

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness Investments,

Inc., a Florida corporation, and for the period from January 1, 2022 to August 14, 2023, SRM Entertainment, Limited, a Hong Kong private

limited company, which was sold effective August 14, 2923.

All intercompany accounts and transactions have been eliminated.

Extinguishment and Modification

changes or modification to debt instruments must be examined to determine if the modification has any significant effect.

If the changes

or modifications are material, the change or modification must be accounted for as an extinguishment.

If determined to be an extinguishment,

the change or modification to the original debt is derecognized and a new debt is recognized.

Any difference in the fair value is recognized

as a gain or loss on extinguishment.

Deconsolidation

Company will use Deconsolidation Accounting upon the loss of control of a subsidiary determined to be less than 50 % owned.

Upon deconsolidation,

the Company will no longer present the subsidiary’s assets, liabilities, and results of operations in its consolidated financial

If the Company owns more than 20 % but less than 50 % the Company will continue to report under the Equity Method.

Company adopted the FASB Accounting Standards Update No.

2014-08 Discontinued Operations requiring entities to reclassify assets

and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position.

Effective August

14, 2023, the Company sold SRM Entertainment Ltd, (“SRM”) a wholly owned subsidiary.

Financial statements preceding the effective

date of the sale have been reclassified to reflect the respective SRM assets and liabilities as being held for sale and the operations

of SRM are reflected a discontinued operation.

Method for Investments

in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted

for using the equity method.

Equity method investments are initially recorded at cost.

These investments are included in investment in

joint ventures in the accompanying consolidated balance sheets.

The Company’s share of the profits and losses from these investments

is reported in loss from equity method joint venture in the accompanying consolidated statements of operations.

The Company monitors

its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating

performance of the investees and records reductions in carrying values when necessary.

Company accounts for an acquisitive transaction determined to be an asset purchase based on the cost accumulation and allocation method,

under which the costs to purchase the asset or set of assets are allocated to the assets acquired.

No goodwill is recorded in connection

with an asset purchase.

in Marketable Securities

Company’s Marketable Securities are considered Held-For-Trading (“HFT”) or Trading Assets.

HTF- Trading securities

are valued at their fair value when purchased/sold, and any unrealized gains or losses are recorded periodically on financial reporting

dates as other income or loss.

Growth Company Status

25 unchanged sentences

of the statement of cash flows.

There were no cash equivalents as of December 31, 2022.

There were no cash equivalents as of December 31, 2023 and 2022.

are stated at the lower of cost or market.

3 unchanged sentences

Inventory is based upon the average cost method of accounting.

During the year ended December 31, 2022, The Company determined that certain

of our inventory items were either slow moving, expired or discontinued.

As a result, the Company write-off a total of $ 152,432 consisting

of raw materials of $ 23,623 , finished goods of $ 123,094 and packaging of $ 5,715 .

During the year ended December 31, 2023, the Company had expired inventory

write-downs of $ 23,794 .

During the year ended December 31, 2022, the Company determined that certain of our inventory items were either

slow moving, expired or discontinued.

As a result, the Company wrote-off a total of $ 152,432 of inventory, consisting of raw materials

of $ 23,623 , finished goods of $ 123,094 and packaging of $ 5,715 for the year ended December 31, 2022.

Held-to-Maturity

2 unchanged sentences

HTM investments are carried at amortized cost in the financial statements.

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.

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

and liabilities Held for Sale

December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment,

(“SRM”) to govern the separation of SRM from the Company.

On May 26, 2023, we amended and restated the Exchange Agreement

(the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation

of SRM the Company.

The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023.

to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing

79.3 % of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing

all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”).

On August 14, 2023, SRM consummated its

Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $ 5.00 per share.

In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the

Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective

date of the Registration Statement but prior to the closing of the IPO.

Following such distribution, the Company owns 4.5 million of

the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company.

Company has reclassified all of the assets and liabilities of SRM held prior to the Share Exchange as assets and liabilities held for

December 31, 2023, the Company had no assets or liabilities held for sale.

At December 31, 2022, the Company had current assets held

for sale totaling $ 611,316 , long term assets held for sale totaling $ 1,242,803 and liabilities held for sale totaling $593,192.

following table presents the major classes of assets and liabilities of discontinued operations of Communications reported in the consolidated

balance sheets:

of Assets and Liabilities of Discontinued Operations

Account receivable

Prepaid expenses and deposits

Investment in Affiliate

( 1,458,914 )

Total current asset held

Intangible assets

Assets held for sale

Accounts Payable

Accrued liabilities

current Liabilities

following table presents the components of discontinued operations in relation to Communications reported in the consolidated statements

of operations:

the Year ended December 31,

Cost of Sales

Operating expense

Other (income) expense

Total expenses

income (loss) from discontinued operations

$ ( 261,528 )

that the Company intends to sell are classified as trading securities.

Trading securities are carried at fair value with gains and losses

recognized in current period earnings.

Loss per Common Share

7 unchanged sentences

of Net Loss per Common Share

For the Years

Ended December 31,

the Year Ended December 31,

$ ( 15,083,041 )

$ ( 15,223,028 )

Denominator for basic earnings per share - Weighted-average common shares issued

and outstanding during the period

Denominator for diluted earnings per share

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

for diluted earnings per share

Basic (loss) per share

4 unchanged sentences

their short-term nature.

Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customer”).

Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customers”).

Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue

5 unchanged sentences

be recognized as it fulfills its obligations under each of its agreements:

identify the contract with a customer;

identify the performance obligations in the contract;

determine the transaction price;

allocate the transaction price to performance obligations in

the contract;

recognize revenue as the performance obligation is satisfied.

the contract with a customer;

the performance obligations in the contract;

the transaction price;

the transaction price to performance obligations in the contract;

Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes

6 unchanged sentences

is based upon a review of outstanding receivables, historical collection information, and existing economic conditions.

2022 and 2021, the Company has recognized no additional allowance for doubtful collections.

During the year

ended December 31, 2023 and 2022, the Company recognized no allowance for doubtful collections.

of Long-Lived Assets

14 unchanged sentences

Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

We conducted our annual impairment

tests of goodwill as of December 31, 2022 and 2021.

There was no impairment in the years ended December 31, 2022 and 2021.

conducted an evaluation of our goodwill as of December 31, 2022 and there was no impairment in the year ended December 31, 2022.

the year ended December 31, 2023, the Company spun-off its wholly-owned subsidiary SRM Entertainment Ltd.

which was the source for its

As a result, the Company had no goodwill at December 31, 2023.

(see Note 8).

assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade

7 unchanged sentences

the undiscounted future net cash flow the asset is expected to generate.

Company’s evaluation of its long-lived assets resulted in an impairment expense of $ 1,450,000 and $ 300,000

during the years ended December 31, 2022 and

2021, respectively.

Company’s evaluation of its long-lived assets resulted in an impairment expense of $ 1,450,000 during the year ended December 31,

2022 and no impairment during the year ended December 31, 2023.

Currency Translation

2 unchanged sentences

Equity accounts are translated at historical exchange rates.

Gains and losses from foreign currency transactions and translation for the years ended December 31, 2022 and 2021 and the cumulative

translation gains and losses as of December 31, 2022 and 2021 were not material.

Cumulative gains and losses from foreign currency transactions and translation for the years ended December 31, 2023 and 2022 were not

and Development

22 unchanged sentences

to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation

(which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or

(which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or

Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

21 unchanged sentences

as a component of income tax expense.

Company’s deferred tax asset at December 31, 2022 consists of net operating loss carry forwards calculated using federal and state

effective tax rates equating to approximately $ 7,110,329 less a valuation allowance in the amount of approximately $ 7,110,329 .

the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in the year ended

December 31, 2022.

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 less

a valuation allowance in the amount of approximately $ 8,658,484

and $ 6,674,042 .

Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure

3 unchanged sentences

entities for which investments in their equity securities

would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15,

to be accounted for by the equity method by the investing entity;

trusts for the benefit of employees, such as pension and profit-sharing

trusts that are managed by or under the trusteeship of management;

would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted

for by the equity method by the investing entity;

trusts for the benefit of employees, such as pension and profit-sharing trusts that

are managed by or under the trusteeship of management;

principal owners of the Company;

management of the Company;

other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies

of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests;

other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership

interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting

parties might be prevented from fully pursuing its own separate interests.

other parties

with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other

to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests;

other parties

that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in

one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might

be prevented from fully pursuing its own separate interests.

consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements,

12 unchanged sentences

otherwise apparent, the terms and manner of settlement.

Reclassifications

current and prior period balances have been adjusted to reflect current period presentation.

Accounting Pronouncements

26 unchanged sentences

3 - Accounts Receivable

December 31, 2022 and 2021, the Company had accounts receivable of $ 647,530 and $ 695,319 .

December 31, 2023 and 2022, the Company had accounts receivable of $ 5,585 and $ 26,440 , respectively.

4 - Prepaid Expenses and Deposits

December 31, 2022 and 2021, the Company had prepaid expenses and deposits of $ 814,114 and $ 617,302 , respectively consisting primarily

of deposits and prepayments on purchase orders.

December 31, 2023, the Company had prepaid expenses and deposits of $ 1,469,733 ,

consisting of $ 1,073,823 of raw materials related to a two million can Safety Shot beverage production run, prepaid insurance of

$ 56,335 and other prepaids of $ 339,575 .

At December 31, 2022 the Company had $ 116,389

of had prepaid expenses and deposits.

5 - Inventory

December 31, 2023 and 2022, the Company had inventory of $ 795,824 and $ 151,204 , consisting of finished goods, raw materials and packaging

During the year ended December 31, 2022, The Company determined that certain of our inventory items were either slow

moving, expired or discontinued.

As a result, the Company write-off a total of $ 152,432 consisting of raw materials of $ 23,623 , finished

goods of $ 123,094 and packaging of $ 5,715 .

6 – Investment in Affiliate

At December 31, 2021, the Company

had invested $ 2,908,300 in Jupiter Wellness Sponsor LLC (“JWSL”), a limited liability company formed for the sole purpose

of sponsorship of Jupiter Wellness Acquisition Corp.

(“JWAC”), a special purpose acquisition company (“SPAC”)

and an unconsolidated subsidiary.

Brian John, our CEO, is the managing member of JWSL and Chief Executive Officer of JWAC.

On November 3, 2021, JWAC filed

a registration statement (“IPO”) with the Securities and Exchange Commission with an initial funding of $ 100 M.

6, 2021 the IPO was deemed effective.

The total amount raised in the IPO was $ 138 m.

JWAC has a vote scheduled on April 17,2023 on a potential

At December 31, 2022, JWSL holds

1,437,500 Founders shares of JWAC and 288,830 Private Placement Units of JWAC for the benefit of the Company.

December 31, 2022, the Company also had a $ 9,073 loan to an affiliate.

6 - Marketable Securities

December 31, 2022, the Company had invested $ 2,908,300 in Jupiter Wellness Sponsor LLC (“JWSL”), a limited liability company

formed for the sole purpose of sponsorship of Jupiter Wellness Acquisition Corp.

(“JWAC”), a special purpose acquisition

company (“SPAC”) and an unconsolidated subsidiary.

Brian John, our CEO, is the managing member of JWSL and was the Chief

Executive Officer of JWAC.

filed a Current Report on Form 8-K filed with the Securities Exchange Commission on May 2, 2023.

JWAC’s stockholders approved JWAC’s

business combination with Chijet Inc.

and its affiliates including Chijet Motor Company Inc.

(collectively “Chijet”), at

its Special Meeting of Stockholders held on May 2, 2023 and closed the transaction on June 1, 2023.

As a result, on June 27, 2023, the

Company received a total of 1,662,434 shares of restricted common stock of Chijet (Nasdaq:

CJET) in exchange for its Loans.

2023, the Company received 96,000 additional shares of ChiJet due to downside protection clauses in the business combination agreements.

May 2023, the Company purchased 48,000 shares of JWAC (now Chijet) common stock for $ 508,800 and in September and October 2023, the Company

purchased an additional 18,200 , shares for $ 36,330 .

the year ended December 31, 2023 the Company sold 271,679 ChiJet shares for a realized gain of $ 238,834 .

December 31, 2023 the Company, the Company held 1,200,821 common shares of Chijet (the “CJET Shares”) are considered trading

securities and are categorized as marketable securities on the balance sheet.

At December 31, 2023 the CJET Shares had a combined fair

market value of $ 842,976 had a combined unrealized loss of $ 1,511,488 which is included in other income/loss.

connection with the Chijet transaction, our CEO Brian John is “entitled to a twenty percent (20%) bonus based on the net profits

realized from any investment made by the Company.” At June 30, 2023 the Company had recorded a contingent liability of $ 233,377

payable to Brian in this regard.

Subsequent to June 30, 2023, Mr.

John agreed to receive 267,500 shares of restricted ChiJet shares in

lieu of any bonuses payments related to the transaction.

7 - Investment in and Loans to Affiliates

December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment,

(“SRM”) to govern the separation of SRM from the Company.

On May 26, 2023, we amended and restated the Exchange Agreement

(the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation

of SRM the Company.

The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023.

to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing

79.3 % of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing

all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”).

On August 14, 2023, SRM consummated its

Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $ 5.00 per share.

In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the

Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective

date of the Registration Statement but prior to the closing of the IPO.

Following such distribution, the Company owns 4.5 million of

the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company.

December 31, 2022, the Company had an outstanding unsecured, non-interest bearing loan receivable balance of $ 1,482,673 from SRM Entertainment,

Ltd, its wholly owned subsidiary.

On September 1, 2022, the loan was converted to a six percent ( 6 %) interest-bearing promissory note

(the “Note”) due on the earlier of:

(i) September 30, 2023 or (ii) the date on which the Company consummates an initial public

offering of its securities.

During the nine months ended September 30, 2023, the Company accrued $ 55,847 interest expense on the Note.

The total balance of $ 1,538,520 ($ 1,482,673 note and $ 55,847 interest) due Jupiter was paid from proceeds SRM’s Initial Public

Offering (“IPO”) on August 14, 2023.

the year ended December 31, 2023, the Company began discussions with Colorado-based Elite Health Partners Inc.

regarding a license and sale of its legacy Jupiter Wellness assets.

In connection with these discussions the Company advanced Elite

At December 31, 2023, the Company determined that the advance should be

December 31, 2022, the Company had loans totaling $ 9,073 to an affiliate.

There were no loans at December 31, 2023.

8 - Note Receivable

2 unchanged sentences

(“NFP”) and entered into a Stock Purchase Agreement (“SPA”) for the Company to acquire

The Note has a term of Nine months and interest at eight percent ( 8 %).

The Note has a term of six months and interest at eight percent ( 8 %).

On January 6, 2022 the Company issued an additional Secured

Promissory Note to NFP under the same terms for up to $ 5,000,000 , of which $ 1,000,000 was funded on January 7, 2022.

February 2022, NFP terminated the SPA and in March 2022, the Company issued a Notice of Default on the NFP Note (see Subsequent Event

Footnote 19).

As a result, the Company has determined that the Notes have been impaired and has taken an impairment charge of $ 10,000,000

against the 2021 earnings and $ 1,000,000 against the 2022 earnings.

February 2022, NFP terminated the SPA and in March 2022, the Company issued a Notice of Default on the NFP Note.

As a result, the Company

has determined that the Notes have been impaired and has taken an impairment charge of $ 10,000,000 against the 2021 earnings and $ 1,000,000

against the 2022 earnings.

9 - Intangible Assets

connection with the acquisition of Magical Beasts (see Note 13 below), the Company allocated the purchase price to intangible assets

Schedule of Purchase Price to Intangible Assets

Tradenames & trademarks

Customer base

Non-compete has an estimated life of two years , the Customer base has an estimated life of fifteen years and the Tradenames & trademarks

and Goodwill have indefinite lives and will be reviewed at each subsequent reporting period to determine if the assets have been impaired.

At December 31, 2020, Goodwill was analyzed by management, assisted by a third party valuation company, and determined that the Goodwill

associated with the acquisition of Magical Beasts has been impaired and as a result the Company recognized a charge to earnings of $ 308,690

in the year ended December 31, 2020.

Additionally, the Intangibles were analyzed by management, assisted by a third-party valuation company,

and determined that the Intangible associated with the acquisition of Magical Beasts had also been impaired and as a result the Company

recognized an additional charge to earnings of $ 731,628 in the year ended December 31, 2020.

The balance of the Intangible Assets at

December 31, 2020 attributable to Magical Beasts was $ 122,501 .

the first two quarters of 2021, the Company amortized $ 25,847 of the remaining Intangible Assets attributable to Magical Beasts.

third quarter management determined that the balance of $ 96,654 had been impaired and was recognized as a charge to earnings.

As of December

31, 2021, the Company had no remaining Intangible Assets attributable to Magical Beasts.

Entertainment

connection with the acquisition of SRM Entertainment, Limited (see Note 13 below), the Company allocated the purchase price to intangible

connection with the acquisition of SRM Entertainment, Limited (“SRM Ltd), the Company allocated the purchase price to intangible

assets as follows:

Schedule of Purchase Price to Intangible Assets

Distribution Agreements

1 unchanged sentence

reporting period to determine if the assets have been impaired.

for the years ended December 31, 2022 and 2021 was $ 72,884

and $ 72,883 .

The balance of the Intangible Asset (Distribution Agreements) at December 31, 2022 and 2021 was $ 291,533

respectively.

August 14, 2023 the Company spun-off 52 % of SRM Ltd formerly a wholly-owned subsidiary, into a public company in exchange for shares

common stock.

The fair value of the 4,609,166 shares of common stock SRM Inc.

received (net of dividend shares to the Company’s

shareholders) was $ 1,521,025 .

As a result, the Company will no longer consolidate SRM Ltd in its financial statements and the intangible

assets have been de-consolidated.

The deconsolidation produced a loss to the Company of $ 409,549 .

The Company currently owns 48 % of SRM

(see Note 6 above) and will use the equity method of accounting for its ownership in SRM Inc.

The Company recorded $ 864,418 as its

share of SRM losses from the date of separation to December 31, 2023.

of deconsolidation loss:

of Deconsolidation and Equity

Goodwill and Intangibles

Net assets of SRM Ltd at deconsolidation

Equity of SRM Ltd

Effect of deconsolidation

Fair value of Consideration

( 1,521,025 )

Loss on deconsolidation

$ ( 409,549 )

of Changes to Equity Method Investment

of Asset Value

Fair value of Consideration

Equity in SRM losses

the year ended December 31, 2021, the Company entered into two licensing agreements for the rights to use certain patented technologies.

The Company paid a total of $ 675,000

for the rights, consisting of $ 150,000

in cash and $ 525,000

in shares of the Company’s common stock.

The Company paid a total of $ 675,000 for the rights, consisting of $ 150,000 in cash and $ 525,000 in shares of the Company’s common

In early 2022, the Company terminated one of the licensing agreements and as a result, the company considered the terminated license

to be impaired and took a charge to of $ 300,000

to 2021 earnings.

During 2022, the Company evaluated

the remaining license agreement and determined that its carrying value had been impaired and took a charge of $ 375,000 to 2022 earnings.

The balance of Intellectual property at December 31, 2022 and 2021 was $ 0 and $ 375,000 , respectively.

to be impaired and took a charge of $ 300,000 to 2021 earnings.

During 2022, the Company evaluated the remaining license agreement and

determined that its carrying value had been impaired and took a charge of $ 375,000 to 2022 earnings.

The balance of Intellectual property

at December 31, 2022 was $ 0 .

Research Agreement

the year ended December 31, 2022, the Company entered into a Clinical Research Agreement to research new treatments for post

COVID-19 syndrome and symptoms and other projects which include treatments for respiratory diseases (such as influenza), herpes,

eczema, and other skin indications.

As of December 31, 2022, the Company had paid $ 1,500,000 of

the approximate $ 3,000,000 budget.

The payments are being amortized over 24 months, the respective term of the research.

During 2022, the Company evaluated the

remaining research agreement and determined that its carrying value had been impaired and took a charge of $ 1,075,000 to 2022

earnings The balance at December 31, 2022 was $ 0 .

9 – Financed Insurance Premiums

the year ended December 31, 2022, the Company financed a total of $ 241,272 for its General Liability and Director & Officer insurance

premiums over the twelve months coverage period.

The average interest rate is 9.3 %.

At December 31, 2022 the outstanding balance had

10 - Convertible Notes Payable – Related Parties

December 31, 2020, the Company had a total of $ 525,000 plus accrued interest of $ 32,856 due on convertible promissory notes.

2021, the Company received conversion notices from all of the note holders to convert the $ 525,000 principal balance of its convertible

promissory notes plus $ 35,496 accrued interest through the date of conversion, into 186,832 shares of the Company’s common stock

($ 3.00 per share conversion price).

The shares were issued in January 2021.

May 2021, the Company issued three Convertible Promissory Notes totaling $ 3,150,000 ($ 2,500,000 , $ 500,000 and $ 150,000 ) (the “2021

The 2021 Notes were issued with an Original Issue Discount (“OID”) of five percent (5%), a term of six months,

an annual interest rate of eight percent (8%) and convertible into shares of the Company’s common stock at a conversion price of

$6.00 per share.

Additionally, the Company issued a total of 525,000 warrants in connection with the 2021 Notes.

The fair value of these

warrants was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions for Black-Scholes

valuation model on the respective reporting date as follows:

of Assumptions for Black-Scholes Valuation Model

the year ended December 31, 2021, the 2021 Notes were paid in full in cash.

interest expense for the Company was $ 1,736,106 for the year ended December 31, 2021.

Company recorded $ 604,031 related to the Convertible Promissory Notes during the year ended December 31, 2021, which included $ 157,500

of original issues discounts and $ 1,446,530 of warrant and beneficial conversion features expense related to the convertible notes.

the year ended December 31, 2022, the Company entered into a Clinical Research Agreement to research new treatments for post COVID-19

syndrome and symptoms and other projects which include treatments for respiratory diseases (such as influenza), herpes, eczema, and other

skin indications.

As of December 31, 2022, the Company had paid $ 1,500,000 of the approximate $ 3,000,000 budget.

The payments were being

amortized over 24 months, the respective term of the research.

During 2022, the Company evaluated the remaining research agreement and

determined that its carrying value had been impaired and took a charge of $ 1,075,000 to 2022 earnings.

The balance at December 31, 2022

Shot Acquisition

July 10, 2023, the Company entered into an Asset Purchase Agreement (the “APA”) with GBB Drink Lab, Inc.

under the terms of which the Company acquired certain assets of GBB (the “Purchased Assets”) which included the patents for

a blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects

of alcohol at a rate faster than would occur normally.

The purchase price was 5,000,000

shares of the Company’s restricted common

stock, valued at $ 2,468,500 ,

plus $ 200,000 in

cash and additional amounts based upon achieving certain benchmarks.

At the time of purchase GBB had no employees, no revenues and no

operations and reported its only asset was intellectual property.

Using guidance provided under the FASB Accounting Standards Update

2017-01, Clarifying the Definition of a business, the transaction was accounted for as a single asset purchase and the entire

purchase price of $ 2,668,500

was allocated to the patents.

The APA also contains

two earn-out provisions that entitle GBB to additional consideration for the Purchased Assets in the maximum amount of $ 5,500,000 as

(i) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $ 11,000,000 from exercises

of the Company’s $ 1.00 Warrants at an exercise price of $ 1.00 per Common Share (“Milestone 1”), the Company shall pay

to the Seller $ 2,500,000 payable in cash;

and (ii) in the event that during the Earn-Out Period, the Company receives cash proceeds of

at least $ 14,000,000 from exercises of the Company’s outstanding July 2021 Warrants at an exercise price of $ 1.40 per Common Share

(“Milestone 2” and collectively with Milestone 1, the “Earn-Out Milestones” and individually, an “Earn-Out

Milestone”), the Company shall pay to the Seller an additional $ 3,000,000 in cash.

In December 2023, the Company paid an additional

under the earn-our provisions

which was allocated to the patents.

As of March 30, 2024, GBB is entitled to an additional payment of $ 175,000 un der Milestone (i).

patents will be amortized over twelve years (the remaining 12-year life of the patents).

During the year ended December 31, 2023, the

Company recognized $ 157,443 of amortization expense.

of transaction and carrying value:

Summary of Transaction and Carrying Value

Purchase price:

Allocation of Purchase

value of stock issued

10 - Accrued Interest and Other Accrued Liabilities

December 31, 2023 and December 31, 2022, the Company had accrued interest on the convertible notes below of $ 269,152 and $ 110,905 , respectively.

December 31, 2023 and December 31, 2022, the Company had accrued liabilities totaling $ 60,450 and $ 41,326 , respectively.

11 - Convertible Notes Payable

April 20, 2022, the Company entered into a $ 1,500,000 Loan Agreement and a $ 500,000 Loan Agreement (collectively the “Agreements”).

Pursuant to the Agreements, the Company issued two Convertible Promissory Notes in the principal amounts of $ 1,500,000 and $ 500,000 (the

“2022 Notes”).

In connection with the Notes the Company issued Common Stock Purchase Warrants for 1,100,000 shares and 360,000

1 unchanged sentence

The Notes originally had a maturity date of October 20, 2022 ,

but has been extended to April 20, 2023.

but has been extended to January 31, 2024 .

In connection with the Notes, the Company issued a total of 250,000 shares as Origination

Shares valued at fair market value of $ 277,500 .

There is no beneficial conversion feature since the conversion price is grater then the

fair value of the shares.

2022 Notes have an original issuance discount of five percent ( 5 %), $ 10,000 in legal fees, an interest rate of eight percent (8%), and

a conversion price of $ 2.79 per share, subject to an adjustment downward if the Company is in default of the terms of the Notes.

Warrants have a five ( 5 ) year term, an exercise price of $ 2.79 per share, have a cashless conversion feature until such time as the shares

underlying the Warrants are included in an effective registration and certain anti-dilution protection.

There is no beneficial conversion feature since the conversion price is greater then

the fair value of the shares.

Notes have an original issuance discount of five percent ( 5 %), $ 10,000 in legal fees, an interest rate of eight percent ( 8 % ), and a conversion

price of $ 2.79 per share, subject to an adjustment downward if the Company is in default of the terms of the Notes.

The Warrants have

a five ( 5 ) year term, an exercise price of $ 2.79 per share, have a cashless conversion feature until such time as the shares underlying

the Warrants are included in an effective registration and certain anti-dilution protection.

fair value of origination shares and warrants issued in connection with the 2022 Note totals $ 984,477 .

fair value of these warrants was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions

for Black-Scholes valuation model on the respective reporting date as follows:

Reporting Date

expense for the year ended December 31, 2023 on the Notes totals $ 154,521 .

Total interest expense for the year ended December 31, 2022,

totaled $ 1,286,368 which includes $ 1,104,477 amortization of the origination shares and warrants discounts in connection with the Notes.

the year ended December 31, 2023, the Notes were amended to change the conversion price of the Notes and exercise price of all outstanding

warrants was reduced to $ 0.93 pursuant to down round protection provisions in the loan and warrant agreements and to extend the Notes

to January 31, 2024.

The change on the Notes conversion rate was a change from $ 2.79 and the change to the outstanding warrants exercise

price was on 500,000 warrants with $ 6.00 price, 1,460,000 at $ 2.79 and 800,000 at $ 1.00 .

The amendment is considered a material modification

of the Notes and the Company has used extinguishment accounting to account for the change.

The fair value of the additional shares underlying

the Note conversion and warrant exercise using the reduced conversion and exercise price was measured using the Black-Scholes valuation

The fair value of the conversion feature totals $ 923,603 and the fair value of the warrants totals $ 196,730 .

The total loss on

extinguishment of $ 1,120,333 has been included in other gains and losses.

December 2023, the $ 500,000

Note was converted into 537,634

shares of the Company’s common stock as

payment of the principal in full.

following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the years

and ended December 30, 2022:

ended December 31, 2023 and 2022:

of Convertible promissory Notes

Balance, December 31, 2020

Conversions of Notes

Cash payments on Notes

Principal Balance, December 31, 2021

Principal Balance, December 31, 2022

interest expense for the year ended December 31, 2022 totaled $ 1,286,368 which includes $ 1,104,477 amortization of the origination shares

and warrants discounts in connection with the 2022 Notes.

11 - Note payable issued in acquisition

connection with the Acquisition of Magical Beasts, LLC (see Note 12), the Company issued a non-interest bearing $ 1,000,000 promissory

note (“Note”), due upon the earlier of i) the closing of a public offering or ii) December 31, 2020.

The note has been valued

at its discounted amount of $ 950,427 .

During the year ended December 31, 2020, the Company recognized $ 49,573 of interest expense for

the accretion of the discount.

August 2020, a Nevada court imputed a judgement of Ms.

Whitley (the former owner of Magical Beasts, LLC) to Magical Beasts (see Note

14 Legal proceedings) and advised the Company that before paying any funds under the note to Ms.

Whitley, the Company must first satisfy

the judgement to the Plaintiff.

In October 2020, the Company, Ms.

Whitley and the Plaintiff in the judgement action against Ms.

reached an agreement whereby Ms.

Whitley agreed that of the $ 1,000,000 payable to Ms.

Whitley, the first $ 336,450 would be paid to the

Plaintiff which the Company has paid in full with a cash payment of $ 300,000 and the issuance of 8,500 shares of its common stock leaving

a balance of $ 691,500 at December 31, 2020.

January 2021, the Company entered into an Omnibus Amendment to the original Purchase Agreement (see Note 15) which satisfied the Company’s

obligation on the Note.

As a result, the Company recognized gain of $ 669,200 in the extinguishment of debt.

Conversion of one of

Principal Balance,

December 31, 2023

12 - Covid-19 SBA Loans

the year ended December 31, 2020, the Company applied for and received $ 28,878 under the Federal Paycheck Protection Program (“PPP”)

and $ 55,700 under the Economic Injury Disaster Loan Program (“EIDL”), both of which are administered through the Small Business

Administration (“SBA”).

Under the guidelines of the PPP, the SBA will forgive loans if all employee retention criteria are

met, and the funds are used for eligible expenses.

During 2021, the PPP loans were forgiven, resulting in a gain of $ 34,499 , and the

SBA notified the Company that the terms of the EIDL are a term of 30 years and an interest rate of 3.75 %.

The balance of the EIDL at

December 31, 2022 was $ 47,533 .

the year ended December 31, 2020, the Company applied for and received $ 55,700 under the Economic Injury Disaster Loan Program (“EIDL”),

which is administered through the Small Business Administration (“SBA”).

During 2021, the SBA notified the Company that the

terms of the EIDL are a term of 30 years and an interest rate of 3.75 %.

The balance of the EIDL at December 31, 2023 and 2022 was $ 48,974

and $ 47,533 , respectively.

13 - Capital Structure

Stock - The Company is authorized to issue a total of 100,000,000 shares of common stock with par value of $ 0.001 and 100,000

shares of preferred stock with par value of $ 0.001 .

At December 31, 2022 and 2021, there were 22,388,888 and 24,046,001 shares of common

stock issued and outstanding, respectively, and no shares of preferred stock were issued and outstanding.

Stock - The Company is authorized to issue a total of 100,000 shares of preferred stock with par value of $ 0.001 .

preferred stock are issued and outstanding.

Stock - The Company is authorized to issue a total of 100,000,000 shares of common stock with par value of $ 0.001 .

December 31, 2023 and 2022, there were 45,634,154 and 22,338,888 shares of common stock issued and outstanding, respectively.

ended December 31, 2022 issuances

of Convertible Promissory Notes:

the year ended December 31, 2021, the Company converted $ 525,000 of convertible promissory notes and accrued interest of $ 35,496 into

186,832 shares of its common stock.

The Notes were converted per the terms of the respective Notes and the Company did not recognize

any gain or loss on the conversion.

(see Note 8 – Convertible Promissory Notes).

of Cashless Stock Options

the year ended December 31, 2021, a former Director of the Company exercised a portion of his stock options under the cashless provisions

and was issued 47,470 shares of the Company’s stock, an officer of the Company exercised a portion of his stock options under the

cashless provisions and was issued 15,884 shares of the Company’s stock and Ms.

Whitley (see Note 14) exercised her stock options

under the cashless provisions and was issued 159,053 shares of the Company’s stock.

issued for services

the year ended December 31, 2021, the Company entered into twelve Consulting Agreements under the terms of which the Company issued 1,422,000

shares of its common stock.

The shares were issued

at their respective fair value based on the Company’s Nasdaq closing price of the shares on the date of the agreements.

Additionally,

the Company issued 367,496

shares of its common stock to employees.

Company recognized a total of $ 4,340,983

as stock-based compensation in the year ended

December 31, 2021.

issued for Intellectual Property

the year ended December 31, 2021, the Company entered into two license agreements for the use of certain patented technology under

the terms of which the Company issued a total of 125,175 shares

of its common stock valued at a total of $ 525,000 and

paid an additional $ 150,000 in

The total $ 675,000 is

carried as Intellectual properties on the balance sheet of the Company.

The shares were issued at their respective fair value based

on the Company’s Nasdaq closing price of the shares on the date of the agreements.

These agreements were determined to

be impaired and $ 375,000

and $ 300,000

were written of in the years ended December 31, 2022 and 2021, respectively.

issued in Public Offering

July 2021, the company closed an underwritten public offering (the “Offering”) of 11,066,258 shares (the “Company Offering

Shares”) of common stock, par value $ 0.001 per share and warrants (the “Company Warrants”) to purchase up to 11,607,142

shares of Common Stock.

The Warrants will be exercisable immediately upon issuance with an exercise price of $ 2.79 per share and will

expire on the fifth anniversary of the original issuance date.

The net proceeds from the Offering, after deducting underwriting discounts

and commissions and Offering expenses, were $ 28,318,314 , which includes net proceeds from partial exercise of the underwriter’s

option to purchase 442,650 Company Warrants.

ended December 31, 2022 issuances and cancellations:

issued for services

the year ended December 31, 2022, the Company entered into six Investor Relations Consulting Agreement under the terms of which the Company

agreed to issue 925,000 shares of its common stock.

The shares were valued at their respective fair value based on the Company’s

Nasdaq closing price of the shares on the date of the agreements.

The Company recognized a total of $ 1,054,125 as stock-based compensation

during the year ended December 31, 2022 for these issuances.

As of December 31, 2022, the Company had not issued 300,000 of these shares

which are included in common stock payable.

Shares Purchased

November 2021, the Company engaged Oppenheimer & Co.

to repurchase shares of the Company’s common stock from the public market.

At December 31, 2021, Oppenheimer had not repurchased any of the Company’s securities and as of December 31, 2022 Oppenheimer had

purchased 2,825,617 shares of the Company’s common stock at a total costs of $ 2,880,045 (average of $1.02 per share).

As of December

31, 2022, the Company had cancelled all of the repurchased shares.

issued in connection with Convertible Promissory Note

April 20, 2022, the Company entered into a $ 1,500,000 Loan Agreement and a $ 500,000 Loan Agreement (collectively the Agreements”).

Pursuant to the Agreements, the Company issued two Convertible Promissory Notes in the principal amounts of $ 1,500,000 and $ 500,000 .

In connection with these Notes, the Company issued a total of 250,000 shares as origination shares valued at fair market value of $ 277,500 .

During the year ended December 31, 2022, the Company purchased 2,825,617 shares of its common stock for $ 2,880,045 from the public market

and cancelled all of these repurchased shares.

and warrants issued in connection with convertible debt

the year ended December 31, 2022, The Company issued 250,000 shares (the “Origination Shares”) in connection with the issuance

of two convertible promissory notes (see Note 11 - Convertible Notes Payable) with a total face value of $ 2,000,000 .

The Origination

Shares were valued at fair market value of $ 277,500 .

issued for services

the year ended December 31, 2022, the Company entered into six Consulting Agreements under the terms of which the Company issued 925,000

shares of its common stock.

The shares were issued at their respective fair value based on the Company’s Nasdaq closing price of

the shares on the date of the agreements.

The Company recognized a total of $ 1,054,125 as stock-based compensation in the year ended

December 31, 2022 in connection with these issuances.

As of December 31, 2022, the Company had not issued 300,000 of these shares which

are included in common stock payable.

return and cancellation of shares

September 28, 2022 the Company received a letter from Nasdaq stating that, because the Company made certain share issuances outside of

a shareholder approved equity compensation plan, Nasdaq had determined that the Company did not comply with Listing Rule 5635(c).

September 28, 2022, the Company received a letter from Nasdaq stating that, because the Company made certain share issuances outside

of a shareholder approved equity compensation plan, Nasdaq had determined that the Company did not comply with Listing Rule 563(I).

July 26, 2022, the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions:

14 unchanged sentences

is now closed.

following table sets forth the issuances of the Company’s shares of common stock for the years ended December 31, 2022 and 2020

ended December 31, 2023 issuances:

issued in Public Offering

to the PIPE Agreement and Offering of Stock Warrants (see Note 13 below), the Company entered into a Securities Purchase Agreement (the

“RD Agreement”) with certain purchasers, pursuant to which on January 23, 2023, 4,315,787 shares of common stock, par value

$ 0.001 (the “Common Stock”), at a price of $ 0.70 per share were issued to the purchasers (the “RD Offering”).

The Common Stock was issued pursuant to a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission

(the “Commission”) on September 28, 2022 (File No.

333- 267644) and declared effective on November 9, 2022.

The aggregate

gross proceeds to the Company from both the PIPE Offering and the RD Offering were approximately $ 4.1 million, with the purchase price

of one share, one 3-year warrant and one 5-year warrant as $ 0.95 .

The net proceeds were $ 3,450,675 .

issued for services

the year ended December 31, 2023, the Company entered into Consulting Agreements under the terms of which the Company issued 1,675,000

shares of its common stock.

The shares were issued at their respective fair value based on the Company’s Nasdaq closing price of

the shares on the date of the issuance of the shares.

The Company recognized $ 677,925 as stock-based compensation in the year ended December

issued for stock payable

the year ended December 31, 2023, the Company issued 300,000 shares which were included in Common Stock Payable at December 31, 2022

with a fair value of $ 192,000 .

In connection with two Consulting Agreements, the Company had not issued 450,000 shares with a fair value

of 440,230 which are included in common stock payable.

issued for purchase of assets

July 2023, the Company entered into an Asset Purchase Agreement for the purchase of intellectual property relating to Safety Shot (see

The purchase price included the issuance of 5,000,000 shares of the Company’s restricted common stock.

issued for exercise of warrants related to promissory notes

August 2023, the Company issued a total of 1,200,000 shares upon exercise of warrants related to the Promissory Notes described in Note

The Company received $ 1,118,400 for the exercise.

issued for exercise of warrants related to the Pipe transaction

in August 2023, the certain holders of warrants related to the Company’s IPO and PIPE transaction above, exercised a portion

of their warrant holdings and the Company issued a total 10,266,845 shares

of its common stock upon exercise.

The Company received $ 8,887,837

for the exercise.

Shares issued for conversion of promissory

In December 2023, a $ 500,000 convertible promissory note was converted

into 537,634 shares of the Company’s restricted common stock.

following table sets forth the issuances of the Company’s shares of common stock for the year ended December 31,

2023 and 2022 as follows:

of Stock Holders

Balance December 31, 2021

Conversion of Promissory Notes

Exercise of stock options

Stock based compensation

Consulting Services Shares

Intellectual property

Public offering

Balance December 31, 2021

issued for stock payable

Shares issued for services

Loan origination shares for promissory note

Shares repurchased from the market

Loan origination shares

for promissory note

Shares repurchased from

( 2,825,617 )

Management shares cancelled

Management shares

Balance December 31, 2022

Public offering

Shares issued for stock

Shares issued for services

Stock issued for asset

Stock issued for conversion

of warrants related to Notes

Stock issued in connection

with note conversion

issued for conversion of warrants related to IPO

Balance December 31,

Stock Payable

the year ended 2021, the Company entered into two consulting agreement which call for a cash component and a stock component.

31, 2021 the Company had accrued $ 285,000 of stock payable.

During the year ended December 31, 2022, the Company entered into another

similar consulting agreement and accrued an additional $ 192,000 for a total of $ 477,000 of stock payable relating to the agreements.

the year ended 2021, the Company entered into two consulting agreement which call for a cash component and a stock component and during

the year ended December 31, 2022, the Company entered into another consulting agreement which called for a cash component and a stock

At December 31, 2022, the Company had accrued a total of $ 477,000 in stock payable relating to the consulting agreements.

the year ended December 31, 2023, the Company issued 300,000 shares for valued at $ 192,000 from stock payable and entered into two agreements

for inducement for $ 326,730 and three agreements for services totaling $ 113,500 .

The balance at December 31, 2023 was $ 725,230 .

14 - Warrants and Options

Note Warrants :

During the year ended December 31, 2022, the Company issued a total of 2,260,000 warrants with an exercise price of between $1.00 and $ 2.79

and five year terms in connection with two convertible promissory notes, and during 2021 in connection with the issuance of three convertible

promissory notes, the Company issued 525,000 warrants with an exercise price of $ 6.00 and five-year term (see Note 10).

of Fair Value of Warrants Using Black Scholes Method

During the years ended December 31, 2022 and 2021, the Company issued a total of 2,760,000 warrants with an exercise

price of between $ 1.00 and $ 6.00 with five-year terms, in connection with promissory notes.

of Fair Value Using Black Scholes Method

Price on Grant Date

5/5 to 5/28/21

$ 3.78 - 3.99

Offering Warrants:

In connections with the Company’s public offering (see Note 13), the Company issued 11,607,142 warrants

to the purchasers of the common stock, exercisable immediately at an exercise price of $ 2.79 and 442,650 warrants to the underwriter

immediately exercisable at $ 3.50 .

of Fair Value of Warrants Using Black Scholes Method

On 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 9,260,361 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 15, 2023, the Company filed an S-1 Registration Statement

333-269794) covering the underlying shares of the Warrants.

of Fair Value Using Black Scholes Method

Price on Grant Date

the year ended December 31, 2023, the Company entered into four Investor Relations Consulting Agreements under the terms of which

the Company issued a total of 1,000,000

five-year warrants, with an exercise price between $ 1.00

The Company recorded an expense of $ 364,960

in connection with this issuance.

of Fair Value Using Black Scholes Method

Reporting Date

Relative Fair Value

Exercise Price

Market Price on Grant Date

Volatility Percentage

08/10 - 08/21/23

$ 1.00 - 1.40

$ 0.87 - 1.18

0.0421 - 0465

$ 1.00 - 6.00

following tables summarize all warrants outstanding as of December 31, 2023 and 2022, and the related changes during the period.

price is the weighted average for the respective warrants and end of period.

Summary of Warrant Outstanding

Stock Warrants

price is the weighted average for the respective warrants at end of period.

of Warrant Outstanding

Balance at December 31, 2021

Warrants issued in connection with Convertible Notes (see note 7)

Warrants issued in connection with the Public offering

Warrants issued in connection with Convertible

Warrants issued in connection

with Convertible Notes

Balance at December 31, 2022

Warrants issued in connection with Convertible Notes (see note 7)

Warrants issued in connection with Convertible Notes

Warrants issued in Public Offering

Warrants issued for services

Warrants exercised in connection with Convertible

( 1,200,000 )

Warrants exercised in

connection with PIPE

( 10,266,845 )

Balance at December

Warrants Exercisable at December 31, 2023

the year ended December 31, 2021, the Company issued a total of 4,383,950 options with an exercise price between $ 0.25 and $ 5.59 each

with a three-year term to its Officers and Directors and during the year ended December 2022, the Company issued a total of 3,250,000

options with an exercise price of $ 0.76 each with a three-year term to its Officers, Directors, and employees.

the year ended December 31, 2022 the Company entered into an Investor Relations Consulting Agreement under the terms of which the Company

issued 300,000 two-year options, immediately vested, with an exercise price of $ 1.00 .

The Company recorded an expense of $ 142,169 in connection with this issuance.

2022, the Company issued a total of 3,250,000 options with an exercise price between $ 0.76 and $ 0.84 each with a five-year term to its

Officers, Directors, and employees.

The Company recorded an expense of $ 2,048,270 in connection with the Officers’, Directors’,

and employees’ issuance.

the nine months ended September 30, 2022, the Company entered into an Investor Relations and other Consulting Agreement under the terms

of which the Company issued 300,000 two-year options, immediately vested, with an exercise price of $ 1.00 .

The Company recorded an expense

of $ 142,169 in connection with this issuance.

fair value of these options was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions

for Black-Scholes valuation model on the respective reporting date.

of Fair Value Using Black Scholes Method

Price on Volatility

the year ended December 31, 2023, the Company entered into five employment and director agreements under the terms of which the Company

issued 400,000 five -year options, with quarterly vesting, with an exercise price between $ 0.49 and $ 1.13 and 50,000 three-year options,

immediately vesting with an exercise price of $ 0.46 .

The total fair value of the options $ 202,638 .

The fair value of the options is being

amortized over the vesting period.

The Company recognized $ 39,444 expense for the year ended December 31, 2023.

fair value of these warrants was measured using the Black-Scholes valuation model at the grant date.

1 unchanged sentence

for Black-Scholes valuation model on the respective reporting date.

of Fair Value of Warrants Using Black Scholes Method

Reporting Date

1/01/21 – 6/30/21

Number of Options

Exercise Price

Market Price on Volatility Percentage

7/10 - 8/18/23

1 unchanged sentence

$ 0.46 - 1.13

the year ended December 31, 2022, the Company cancelled a total of 211,000 options to management and reallocated these to cover shares

of the Company’s stock to be issued under the Company’s Incentive Stock Plan.

the year ended December 31, 2022, the Company recognized $ 2,048,270 as compensation expense related to the option grants.

31, 2022 and 2021, the Company had 8,134,280 and 4,584,280 options outstanding, respectively.

15 - Acquisition of Magical Beasts, LLC

February 21, 2020, Jupiter Wellness Inc., a Florida corporation (“Jupiter Sub”), our wholly-owned subsidiary, entered into

a membership interest purchase agreement with Magical Beasts LLC (“Magical Beasts”), a Nevada limited liability corporation,

and Krista Whitley, its sole interest holder, pursuant to which Jupiter Sub acquired all of the membership interests in Magical Beasts

(the “Magical Beasts Acquisition”) in exchange for the following consideration:

$ 250,000 cash at closing;

A $ 1,000,000 promissory note, non-interest bearing payable by us, due upon the earlier of i) the closing of this offering or ii)

December 31, 2020 valued at its discounted amount of $ 950,427 ;

an option to purchase 250,000 restricted shares of our common stock at an exercise price of $ 1.00 per share valued at $ 156,612 .

value of these options was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions

for Black-Scholes valuation model on the reporting date.

The market price was valued based upon the last price paid by third parties

for shares of our common stock.

of Fair value of Warrants

connection with the Magical Beasts Acquisition, Jupiter Sub shall enter into an executive employment agreement with Krista Whitley to

act as our Director of Marketing, however, until such agreement is entered into, Jupiter Sub shall pay Krista Whitley an annual salary

of $ 150,000 .

and Purchase Price Allocation

to ASC 805, the standard of value to be used in the application of purchase accounting rules is fair value.

The Company utilized fair

value defined in Statement of Financial Accounting Standard No.

820–10–35–37 Fair Value Measurements and Disclosures.

The determination of the fair value of the consideration and related allocation of the purchase price was determined by management of

the Company with the assistance of a qualified professional valuation firm.

fair value of the consideration is as follows:

of Fair Value Consideration

Promissory Note, net of discount

Consideration paid

The purchase price allocation

is as follows:

Tangible assets

tangible assets

Intangible assets

Tradename-Trademarks

Total Intangibles

intangible net

July 6, 2020, Brian Menke (the “Plaintiff”) in Nevada court seeking to enforce a judgement that he had obtained in 2012 against

Krista Whitley, the former owner and manager of Magical Beasts LLC., in the amount of $ 250,000 .

In July 2020, the Plaintiff brought a

claim in Nevada State Court to impute such judgement to the Company’s wholly owned subsidiary, Magical Beasts, LLC.

2020, the court imputed the judgement to Magical Beasts and advised the Company that before paying any funds to Ms.

Whitley, they must

first satisfy the judgement to the Plaintiff.

On October 12, 2020, the Company, Ms.

Whitley and the Plaintiff reached a settlement agreement

whereby the Company agreed that of the $ 1,000,000 note payable to Ms.

Whitley, the first $ 336,450 be paid to the Plaintiff.

in turn agreed that such payments would be applied to the $ 1,000,000 owed to Ms.

Whitley that was to be paid from the proceeds of the

offering and the Plaintiff agreed to withdraw the case against Magical Beasts without prejudice.

In November, the Company made a cash

payment of $ 300,000 to the Plaintiff and issued 8,500 shares of its common stock valued at $ 8,500 .

The $ 308,500 was recorded as an offset

to the $ 1,000,000 note.

January 25, 2021, the Company entered into an Omnibus Amendment to:

(1) the Confidential Membership Interest Purchase Agreement, dated

February 21, 2020;

(2) the Sales Distributor Agreement, dated February 21, 2020;

and (3) the Executive Employment Agreement, dated March

31, 2020 (the “Agreements”).

Pursuant to the Omnibus Amendment, the parties (i) acknowledge that the Company has fully satisfied

its obligation of $ 334,000 to the Plaintiff as Ms.

Whitley’s judgment creditors;

(ii) agree that in satisfaction of the remaining

balance due to Ms.

Whitley under the Agreements, she is to be paid $ 150,000 in cash;

(iii) agree that starting April 1, 2020, Whitley

shall be entitled to individually market and sell the Bella line of products remaining in the Company’s inventory, as identified

in the Omnibus Amendment, and the Company will relinquish its rights to the Bella brand;

(iv) agree that the number of shares issuable

upon exercise of the common stock purchase options granted to Ms.

Whitley under the Agreements shall be reduced from 250,000 to 185,000 ,

Whitely may utilize a cashless exercise feature to exercise such options, subject to a six (6) month holding period on the shares,

Whitley shall not be permitted to sell an amount of shares in any week which exceeds 10 % of the Company’s total weekly

trading volume in the prior week;

(v) agree that Ms.

Whitley’s Employment Agreement shall terminate on March 31, 2021 and shall

(vi) acknowledge that Ms.

Whitley has been paid $ 5,541 for unreimbursed expenses on or about December 30, 2020;

the balance of the note due Whitley be forgiven.

a result of the above, the Company recognized a gain of $ 669,200 comprised of the forgiveness of debt of $ 691,500 and the write-off of

the unamortized portion of Whitley’s the non-compete agreement of $ 22,300 .

February 2021, Ms.

Whitley exercised her 185,000 options (see Omnibus Agreement above) using the cashless option feature and was issued

159,053 shares of the Company’s restricted common stock in full satisfaction of the option agreement.

16 – Acquisition of SRM Entertainment

November 30, 2020, Jupiter Wellness, Inc.

(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,

(“Vinco”), 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, valued at $ 1,040,000 , subject to a leak out provision and escrow

of 50,000 shares of the Company’s common stock.

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.

SRM Shareholders shall forfeit their right to receive the Escrow Shares if SRM does not generate $ 200,000 in cash receipts and revenue

prior to December 31, 2020.

Pursuant to the Exchange Agreement, the Company assumed all of the financial obligations of SRM, as well

as its employees and offices.

As a result of the Exchange Agreement, SRM became a wholly-owned subsidiary of the Company.

and Purchase Price Allocation:

to ASC 805, the standard of value to be used in the application of purchase accounting rules is fair value.

The Company utilized fair

value defined in Statement of Financial Accounting Standard No.

820–10–35–37 Fair Value Measurements and Disclosures.

The determination of the fair value of the consideration and related allocation of the purchase price was determined by management of

The fair value of the consideration is as follows:

Fair Value Consideration

Shares of the Company’s common stock issued

Market value of Company’s common stock (11/30/20 Nasdaq closing price)

Consideration paid

Net tangible liabilities assumed

Total consideration

The purchase price allocation is as follows:

Purchase Price Allocation

Distribution Agreements

Total purchase price allocation

December 31, 2023 the Company had 7,965,166 options outstanding.

15 - Commitments and Contingencies

5 unchanged sentences

Primary Period

Amount During Renewal Period

Renewal Period

July 1 to June 30, 2022

10 unchanged sentences

The ROU and lease liability are amortized over the five-year life of the lease.

The unamortized balances at December,

2022 were ROU of $ 643,977 and $ 797,311 .

At December 31, 2022, the current portion of the lease liability was $ 164,170 and non-current

portion of the lease liability was $ 519,659 .

Additionally, the Company recognized accreted interest expense of $ 60,626 and rent expense

of $ 231,790 for the lease during the year ended December 31, 2022.

On August 6, 2020, the Company,

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.

lawsuit alleged that Mr.

The unamortized balances at December 31, 2023 were ROU asset of $ 479,027 , current portion of the lease liability of $ 214,752 and non-current portion of lease liability of

At December 31, 2022, the unamortized balances were ROU asset of $ 643,977 , the current portion of the lease liability was $ 164,170

and non-current portion of the lease liability was $ 519,659 .

Additionally,

the Company recognized accreted interest expense of $ 49,010 and $ 60,626 and rent expense of $ 213,960 and $ 231,790 for the lease during

the year ended December 31, 2023 and 2022, respectively.

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

Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have

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.

1 unchanged sentence

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.

The Company asserted that they have no oral

or written agreement with Mr.

Koch or any of his affiliates that entitle him to shares of the Company’s common stock.

Company’s complaint seeks actual damages in the amount of $ 5,000,000

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

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.

Koch and 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

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

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.

On 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.

On February 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

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.

On 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

On February 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

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;

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.

Koch’s 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.

Under the order,

Jupiter did not pay any amount in settlement of the claims.

On February 17, 2023, Judge Liman so-ordered that proposed order and

closed the case.

The Company may be subject to legal proceedings and claims arising from contracts

or other matters from time to time in the ordinary course of business.

Management is not aware of any pending or threatened litigation

where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or

18 – Segment Reporting

Company has two reportable segments:

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

and (ii) sales of merchandise sold to theme parks.

Sales of the theme park merchandise are made through the Company’s wholly owned

subsidiary SRM Entertainment, Inc.

Condensed financial information for years ended December 31, 2022 and 2021 follow;

of Business Combination Segment Allocation

Jupiter Wellness

Cost of Sales

Gross Profit (Loss)

$ ( 204,542 )

SRM Entertainment

Cost of Sales

Gross Profit (Loss)

Cost of Sales

Gross Profit (Loss)

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

Koch’s 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:

$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.

Under the order, Jupiter did not pay any amount in settlement of the claims.

On February 17,

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

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 fees.

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.

On 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 York.

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.

On 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 Origins.

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.

On 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 Origins.

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.

On 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.

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

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.

On 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

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

On 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”).

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

The 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.

On 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

Section 1125;

violations of Cal.

Code Sections 17200 & 17500;

Inducement of Trespass;

The 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 fund, L.P.

(“Bigger”), filed a lawsuit against the Company in the

Supreme Court for the State of New York, Case No.

650148/2024 (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.

The 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 1933.

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

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.

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time

in the ordinary course of business.

Management is not aware of any pending or threatened litigation where the ultimate disposition or

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

17 - Subsequent Events `

January 19, 2023, Jupiter Wellness, Inc., (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.

January 19, 2023, The Company entered into a Securities Purchase Agreement (the “RD Agreement”) with certain purchasers,

pursuant to which on January 23, 2023, 4,315,787 shares of common stock, par value $ 0.001 (the “Common Stock”), at a price

of $ 0.70 per share were issued to the purchasers (the “RD Offering”).

aggregate purchase price for the purchase of one share, one 3-year warrant and one 5-year warrant was $ 0.95 .

The gross proceeds to the

Company from both the PIPE Offering and the RD Offering was approximately $ 4.1 million and net proceeds to the Company after all related

expenses was approximately $ 3,500,000 .

Rights Agreement

January 19, 2023, the Company also entered into a Registration Rights Agreement with the Purchasers, (the “Registration Rights

Agreement” and together with the PIPE Agreement and the RD Agreement the “Agreements”), requiring the Company to register

the securities issued under the PIPE Agreement.

Pursuant to the Rights Registration Agreement, the Company has agreed to file one or

more registration statements with the SEC covering the registration of the shares of Common Stock issuable upon exercise of the Common

to December 31, 2023, the Company issued a total of 3,586,119 shares of its common stock, consisting of 500,000 shares for services

and the balance upon conversion of warrants.

Subsequent to December 31, 2023, The Company became involved in certain legal and litigation matters which are included

and detailed in Legal Proceedings above.

February 22, 2024 the Company announced it has signed an agreement to license and sell its legacy Jupiter Wellness assets to Colorado-based

Elite Health Partners Inc.

The Company’s Jupiter Wellness assets include a portfolio of over-the-counter commercialized products

as well as product candidates in development for indications including skin care, hair growth, and women’s health.

private company, Elite Health plans to file a registration statement for an IPO by Q3 2024 and subsequently become a publicly listed

Upon its IPO, Elite Health will acquire the licensed Jupiter Wellness assets for a consideration of 40% of Elite Health’s

outstanding shares that Safety Shot plans to dividend to its shareholders.

accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2023 to the date these financial

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 9A. Controls and Procedures