Item 3. Legal Proceedings
ITEM
3. LEGAL PROCEEDINGS
On November 30, 2023, Intracoastal
Capital, LLC (“Intracoastal”) filed a lawsuit against the Company in the New York County Supreme Court, alleging that (i)
the Company is in breach of a common stock warrant issued to Intracoastal on or about July 26, 2021, and (ii) that the Company should
be ordered by the court to deliver to Intracoastal 330,619 free trading shares of Company common stock (the “Litigation”).
The Litigation seeks compensatory damages in an amount no less than $2 million, in addition to liquidated damages and attorney’s
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
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. v. Jupiter Wellness, Inc., No.1:23-cv-07874-KPF
(the “Litigation”). Sabby’s initial complaint in the Litigation alleges that the Company’s delayed spin-off and
distribution of the common stock of “SRM” Entertainment. Inc. give rise to claims of breach-of-contact, promissory estoppel,
and negligent misrepresentation. On November 10, 2023, Jupiter sought judicial permission to move to dismiss Sabby’s complaint,
arguing that Sabby had no legal right to the delayed distribution occurring on the original record date, and that regardless, no law
requires the Company to compensate Sabby for the costs of covering its short position against the Company. In response, the Court allowed
the parties to bypass that dismissal motion briefing so long as Sabby filed an amended complaint by December 15, 2023.
Sabby seeks compensatory
damages estimated to exceed $500,000 the Company has filed a motion to dismiss Sabby’s amended complaint and is awaiting the
Court’s ruling. The Company intends to vigorously defend itself against Sabby’s claims and does not believe that the
Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position,
results of operations or liquidity.
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. v. Safety Shot, Inc., No. 1:24-cv-920-NRB (the “Litigation”).
Sabby’s initial complaint alleges that the Company has improperly refused to honor Sabby’s exercise of a Warrant to acquire
2,105,263 shares of common stock. On March 8, 2024, Sabby filed an amended complaint. The Company’s answer to the amended complaint
is due on March 29, 2024. Sabby seeks “liquidated and compensatory damages in an amount to be proven at trial,” including
compensatory damages “estimated to be at least $750,000,” liquidated damages “estimated to be at least $600,000,”
specific performance, attorneys’ fees, expenses and costs. The Company intends to vigorously defend itself against Sabby’s
claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse
effect on the Company’s financial position, results of operations or liquidity.
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. No. 650196/24 (the “Litigation”). The case stems from the
Company’s alleged denial of 3i’s attempt to exercise certain warrants and states causes of action for actual damages and
liquidated damages in an amount of approximately $380,000. The Company filed its answer to the complaint on or about March 7, 2024. 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 15 U.S.C. Section 1125;
violations of Cal. Bus. & Prof. Code Sections 17200 & 17500; Inducement of Trespass; Conversion; and Trespass to Chattels. 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. No. 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 at trial. The Company intends to defend
itself vigorously against Alta’s claims and does not believe that the Litigation’s ultimate disposition or resolution will
have a material adverse effect on the Company’s financial position, results of operations or liquidity.
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.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
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PART
II