BONK, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officers have concluded that the Company’s disclosure controls and procedures are effective in reaching that level of assurance. At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures were ineffective to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company, based on the assessment and control of disclosure decisions currently performed by a small team. The Company plans to expand its management team and build a fulsome internal control framework required by a more complex entity. 31 Table of Contents Management’s Report on Internal Control over Financial Reporting Management 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 U.S. 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. As 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. This Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting as smaller reporting companies are not required to include such report and EGC’s are exempt from this requirement entirely until they are no longer an EGC. Management’s report is not subject to attestation by the Company’s independent registered public accounting firm. Limitations on the Effectiveness of Controls Management has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected. Changes in Internal Controls There were no changes in the Company’s internal controls over financial reporting that occurred during the fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation. 32 Table of Contents ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our directors and executive officers and their respective ages as of the date of this Form 10-K are as follows: Name Age Position(s) John Gulyas 49 Chairman and Director Danielle De Rosa 47 Chief Financial Officer Jarrett Boon 54 Chief Executive Officer and Director Richard Pascucci 48 Director Nancy Torres Kaufman 40 Director Christopher Marc Melton 52 Director Jordan Schur 59 Director and President David J. Long 47 Director David Sandler 55 Chief Operating Officer The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting companies: Nancy Torres Kaufman, Director, has served as one of our directors since January 2021. Ms. Kaufman is the Chairman and CEO of Beacon Capital LLC, a New York family office, recently relocated to Jupiter, Florida. Ms. Kaufman officially founded Beacon Capital as her family office and investment platform in 2010 with a focus on investing in life sciences businesses globally. In 2003, Nancy started a mortgage correspondent lending company called Wall St. Mortgage, a first and second lien corresponding lender and brokerage company which book and operations she sold to Countrywide in 2006. In 2004, she joined the investment banking boutique Violy & Co and focused increasingly on her first passion, life sciences. Nancy is a Cuban born and raised entrepreneur focused on bringing venture impact philanthropy into the life science and healthcare space. She left Cuba 1994 for the US unaccompanied as a 14-years old. In 1999, Nancy was awarded a full academic scholarship to the College of St. Elizabeth, consisting of an accelerated medical program with UMDNJ for a Bachelor of Science Major in Biology with a Chemistry minor. Nancy also entered the Women’s Leadership Program at Yale School of Management in 2020. Christopher Marc Melton, Director, has served as one of our directors since August 2019. Mr. Melton has served as director of SG Blocks, Inc. since November of 2011 and currently serves as the Audit Committee Chairman. From 2000 to 2008, Mr. Melton was a Portfolio Manager for Kingdon Capital Management (“Kingdon”) in New York City, where he ran in excess of $1 Billion book in media, telecom, and Japanese investment. Mr. Melton opened Kingdon’s office in Japan, where he set up a Japanese research company. From 1997 to 2000, Mr. Melton served as a Vice President at JPMorgan Investment Management as an equity research analyst, where he helped manage $1 Billion plus in REIT funds under management. Mr. Melton was a Senior Real Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997. Mr. Melton is Principal and co-founder of Callegro Investments, a specialist land investor. He currently serves on several Public and Private Boards as well as Chairman of the Audit Committee of a Nasdaq listed company. Jarrett 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. Boon has 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 billion. 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. 33 Table of Contents Richard 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. Between May 2011 and May 2017, Mr. Pascucci worked as the Chief Growth Officer and the VP of Business Development at Pabst Brewing Company. Mr. Pascucci has bachelors in arts from St. Joseph’s University, Philadelphia. John 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. From October 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. Danielle De Rosa, Chief Financial Officer , has over 25 years of experience in all aspects of financial services and operational functions. Ms. 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. Ms. Rosa moved all around the U.S. and has a Master of Business Management and a Bachelor of Science in Accounting. Ms. De Rosa is a Harvard graduate in risk management and financial leadership as well. David 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 Wax Center. Mr. 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. David 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 2021. 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. Jordan 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. Term of Office Our Board is elected annually by our stockholders. Each director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Family Relationships There are no family relationships among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or beneficial owners of more than ten percent of any class of the issuer’s equity securities. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our Common Stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the year ended December 31, 2022. Board Composition Director Independence Our business and affairs are managed under the direction of our Board, which consist of seven members. Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors, subject to certain exceptions. In addition, Nasdaq rules require that each member of a listed company’s audit, compensation and nominating and governance committees be independent, subject to certain phase-ins for newly-public companies. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. 34 Table of Contents Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries. Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Ms. Kaufman and Messrs. 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 is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In making this determination, our Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. Board Diversity The table below provides certain information regarding the diversity of our board of directors as the date of this annual report. Board Diversity Matrix Country of Principal Executive Offices: United States Foreign Private Issuer No Disclosure Prohibited under Home Country Law N/A Total Number of Directors 7 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 6 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction N/A LGBTQ+ [*] Did Not Disclose Demographic Background [*] Our 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 Committees Our Board has established Audit, Compensation, and Nominating and Corporative Governance Committees. Our Board may establish other committees to facilitate the management of our business. The composition and functions of the audit committee, compensation committee and nominating and corporate governance committee are described below. Members will serve on committees until their resignation or removal from the Board or until otherwise determined by our Board. Audit Committee Our audit committee consists of Mr. Melton, Mr. Boon and Ms. Kaufman, with Mr. Melton serving as the chairman. Our Board has determined that Mr. Melton is an “audit committee financial expert” within the meaning of the SEC regulations. Our Board has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector. The functions of this committee include: ● selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; ● helping to ensure the independence and performance of the independent registered public accounting firm; ● discussing 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; ● developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; ● reviewing our policies on risk assessment and risk management; ● reviewing related party transactions; ● obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and ● approving (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. 35 Table of Contents Compensation Committee Our compensation committee consists of Messrs. Melton and Boon with Mr. Boon serving as the chairman. The functions of the compensation committee will include: ● reviewing and approving, or recommending that our Board approve, the compensation of our executive officers; ● reviewing and recommending that our Board approve the compensation of our directors; ● reviewing and approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers; ● administering our stock and equity incentive plans; ● selecting independent compensation consultants and assessing conflict of interest compensation advisers; ● reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans; and ● reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy. Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Messrs. Melton and Boon with Boon serving as the chairman. The functions of the nominating and governance committee will include: ● identifying and recommending candidates for membership on our Board; ● including nominees recommended by stockholders; ● reviewing and recommending the composition of our committees; ● overseeing our code of business conduct and ethics, corporate governance guidelines and reporting; and ● making recommendations to our Board concerning governance matters. The nominating and corporate governance committee also annually reviews the nominating and corporate governance committee charter and the committee’s performance. Board Leadership Structure and Role in Risk Oversight Our Board is primarily responsible for overseeing our risk management processes. Our Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our assessment of risks. Our Board focuses on the most significant risks we face our general risk management strategy, and also ensures that risks we undertake are consistent with our Board’s appetite for risk. While our Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our Board leadership structure supports this approach. 36 Table of Contents Our amended and restated bylaws provide our Board with flexibility in its discretion to combine or separate the positions of Chairman of the Board and Chief Executive Officer. The Board currently separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. Our Chief Executive Officer, who is also a member of our Board, is responsible for setting the strategic direction of the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer, sets the agenda for the Board meetings, presides over meetings of the Board and tries to reach a consensus on Board decisions. Although these roles are currently separate, the Board believes it should be able to freely select the Chairman of the Board based on criteria that it deems to be in the best interest of the Company and its stockholders, and therefore one person may, in the future, serve as both the Chief Executive Officer and Chairman of the Board. Clawback Policy On 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. Insider Trading Policies We 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. Code of Ethics We have adopted a code of ethics and conduct applicable to all of our directors, officers, employees and all persons performing similar functions. A copy of that code is attached as Exhibit 14.1 to the Registration Statement of which this prospectus forms a part thereof. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed in our public filings with the Commission. Corporate Governance Guidelines We have adopted a corporate governance guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, Board agenda, roles of the chairman of the Board and Chief Executive Officer and Chief Financial Officer, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines is attached hereto as Exhibit 14.2 to the Registration Statement of which this prospectus forms a part thereof. Involvement in Certain Legal Proceedings To our knowledge, except as set forth in the biography of Brian John, our directors and executive officers have not been involved in any of the following events during the past ten years: 1. 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; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. 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; 4. 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; 5. 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; or 37 Table of Contents 6. 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 Based 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. ITEM 11. EXECUTIVE COMPENSATION No compensation was paid to our principal executive officer and our two other most highly compensated executive officers during the fiscal years indicated below. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) All Other Compensation ($) (5) Total Compensation ($) Brian S. John (1)(4)(5) 2022 $ 250,000 $ 293,122 $ $ $ $ 543,122 Chief Executive Officer 2023 $ 293,958 $ 159,000 $ - $ $ 25,000 $ 477,958 Richard Miller (2) 2022 $ 175,000 $ 218,122 $ $ $ $ 393,172 Former Chief Compliance Officer 2023 $ - $ - $ - $ $ - $ - Dr. Glynn Wilson (3)(4) 2022 $ 150,000 $ 150,000 $ $ $ $ 300,000 Chairman of the Board and Chief Science Officer 2023 $ 179,375 $ — $ - $ $ 25,000 $ 204375 Markita Russell Chief Financial Officer 2023 $ 93,750 1. Mr. John was appointed as Chief Executive Officer on October 28, 2018. 2. Mr. Miller is no longer an officer of the Company. 3. Dr. Wilson was appointed as a director in November 2018 and as Chairman on October 15, 2019. 4. Mr. 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 were granted with an exercise price equal to market on date of grant. 5. Mr. John’s employment agreement calls for a bonus on investments made by the Company. In 2023, Mr. 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 Inc. related to the sale of SRM Entertainment Ltd. Employment Agreements with Named Officers On 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. Mr. 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. Mr. 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. On 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. Mr. Boon shall be paid a salary of $150,000 (the “ Base Salary ”), with such Base Salary increasing by 5% for each renewal term. Mr. 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. Mr. 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. On 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. Mr. 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. Mr. 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. 38 Table of Contents Employment Agreements with Senior Management On 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. Mr. 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. During 2020, Dr. Wilson was issued 500,000 shares of the Company’s common stock representing the 300,000 shares due for 2019 and 200,000 shares due for 2020. Stock Incentive Plan On 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. On September 14, 2022, and December 22, 2022, our Board of Directors and majority shareholders, respectively, approved the Safety Shot, 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 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. Name Options Exercise Price Term Brian S John 1,050,000 $ 0.836 Five years from the grant date Dr. Glynn Wilson 1,050,000 $ 0.7600 Five years from the grant date Doug McKinnon 500,000 $ 0.7600 Five years from the grant date Christopher Melton 50,000 $ 0.7600 Five years from the grant date Dr. Skander Fani 50,000 $ 0.7600 Five years from the grant date Nancy Torres Kauffman 50,000 $ 0.7600 Five years from the grant date Gary Hermann 50,000 $ 0.7600 Five years from the grant date 39 Table of Contents In 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. Michelle Basantes, George Hall, and Dr. Hector Alia. Subsequent to December 31, 2023, Mr. Guylas and Mr. Boon each purchased 1,050,000 of the above referenced options each from Mr. John and Dr. Wilson. Outstanding Equity Awards at Fiscal Year-End There were no equity awards granted for the years ended December 31, 2023 and 2022. Director Compensation The following table sets forth the amounts paid to Directors during the years ended December 31, 2023 and 2022. Directors 2023 2022 Brian John $ 25,000 - Dr. Skender Fani (former) $ 25,000 20,000 Glynn Wilson (former) $ 25,000 - Hector Alila (former) $ 25,000 20,000 Nancy Torres Kaufman $ 25,000 20,000 Christopher Melton $ 25,000 20,000 Gary Herman (former) $ 25,000 20,000 $ 175,000 100,000 Agreements with Directors On July 29, 2019 (the “Melton Execution Date”), we entered into an independent director’s agreement with Christopher Melton, pursuant to which Mr. Melton shall serve as one of our directors and our Audit Committee Chairperson (the “Melton Agreement”). Pursuant to the Melton Agreement, we shall pay Mr. Melton $1,000 per quarter, per annum. Additionally, we shall issue to Mr. Melton an option to purchase 33,000 shares of our common stock on the Melton Execution Date and for each additional year Mr. Melton serves as a director (the “Melton Options”). The Melton 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. On January 20, 2021 (the “Kaufman Execution Date”), we entered into an independent director’s agreement with Nancy Torres Kaufman, pursuant to which Ms. Kaufman shall serve as one of our directors and one of our audit committee members (the “Kaufman Agreement”). Pursuant to the Kaufman Agreement, we shall pay to Ms. Kaufman as director’s fee of $20,000 per annum. Additionally, we issued to Ms. Kaufman an option to purchase 20,000 shares of our common stock on the Kaufman Execution Date and for each additional year she serves as a director (the “Kaufman Options”). The Kaufman Options shall have a three (3) year term, an exercise price equal to the current market price of the Company’s common stock on the date of issuance, and shall be issued on each anniversary date of her election. 40 Table of Contents On 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 ”). Pursuant 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 Options ”). 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. On March 7, 2024, the Company entered into a director’s agreement with Mr. Schur (the “Jordon Agreement”). Pursuant 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. Schur. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or group beneficially owning more than 5% of any class of voting securities; (ii) our directors, and; (iii) each of our named executive officers; and (iv) all executive officers and directors as a group as of March 28, 2024. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. Unless otherwise indicated, the address of all listed stockholders is c/o Safety Shot, Inc., 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477. Shares of % of Shares of Common Stock Common Stock Beneficially Beneficially Name of Beneficial Owner Owned Owned Directors and Officers: Jordan Schur - - Director % Danielle De Rosa (1) Chief Financial Officer 200,000 0.37 % Jarrett Boon (2) Chief Operating Officer 3,667,000 6.80 % John Gulyas (3) 3,617,000 6.71 % Chairman and Director Richard Pascucci (4) 100,000 0.19 % Director Nancy Kaufman (5) Director 95,000 0.18 % David J. Long - - Director David Sandler Chief Operating Officer - - Christopher Melton (6) Director 141,000 0.26 % All officers and directors (9 persons) 7,820,000 14.57 % (1) Includes 200,000 shares issuable upon exercise of options. (2) Includes 2,000,000 shares issuable upon exercise of options. (3) Includes 1,950,000 shares issuable upon exercise of options. (4) Includes 100,000 shares issuable upon exercise of options. (5) Includes 95,000 shares issuable upon exercise of options. (6) Includes 141,000 shares issuable upon exercise of options. 41 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE At 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. Mr. Brian John, our CEO, was the managing member of JWSL and Chief Executive Officer of JWAC. 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. In August 2023, the Company receive 96,000 additional shares ChiJet due to downside protection clauses in the business combination agreements. In 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. During the year ended December 31, 2023 the Company sold 271,679 ChiJet shares for a realized gain of $238,839. At 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. On December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“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. Pursuant 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. SRM. 42 Table of Contents At 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. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees totaling $65,000 and $90,000 were paid to M&K CPAS during the year ended December 31, 2023 and 2022, respectively. No other fees were paid to M&K CPAS. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES EXHIBIT INDEX Exhibit No. Description (a) Exhibits. 1.1 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. 3.1 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. 3.2 Bylaws, incorporated herein by reference to Exhibit 2.2 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019. 3.3 Amended and Restated Bylaws, incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020. 3.4 Certificate of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020. 3.5 Second Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement filed with the SEC on June 17, 2020. 4.1 Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020. 4.2 Representative’s Warrant, incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement filed with the SEC on June 17, 2020. 4.3 Form of Warrant included in Unit, incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement filed with the SEC on June 17, 2020. 4.4 Form of Warrant Agent Agreement, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020. 10.1 Common Stock and Warrant Subscription Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020. 10.2 Independent Director’s Contract between the Company and Dr. Hector Alila, dated February 25, 2019, incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020. 10.3 Independent Director’s Contract between the Company and Timothy G. Glynn, dated March 13, 2019, incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020. 10.4 Independent Director’s Contract between the Company and Christopher Melton, dated July 29, 2019, incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement filed with the SEC on July 14, 2020). 10.5 Employment Agreement with Douglas O. McKinnon, dated August 5, 2019, incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement filed with the SEC on July 14, 2020). 10.6 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. 43 Table of Contents 10.7 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. 10.8 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. 10.9 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. 10.10 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. 10.11 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. 10.12 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. 10.13 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. 10.14 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. 10.15 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. 10.16 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. 10.17 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. 10.18 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. 10.19 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. 14.1 Code of Ethics, incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020. 14.2 Corporate Governance Guidelines, incorporated by reference to Exhibit 14.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020. 21.1 Subsidiaries of the Registrant 23.1* Consent of M&K CPAS 31.1* Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* 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) 32.2* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1* Claw Back Policy 99.2* Insider Trading Policy *Filed herewith. 44 Table of Contents SIGNATURES Pursuant 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. SAFETY SHOT, INC By: /s/ Jarrett Boon Jarrett Boon Chief Executive Officer and Director In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jarrett Boon Director and Chief Executive Officer (principal executive officer) April 1, 2024 Jarrett Boon /s/ Danielle De Rosa Chief Financial Officer (principal financial and accounting officer) April 1, 2024 Danielle De Rosa /s/ John Gulyas Chairman and Chief Science Officer April 1, 2024 John Gulyas /s/ Christopher Marc Melton Director April 1, 2024 Christopher Marc Melton /s/ Nancy Torres Kaufman Director April 1 2024 Nancy Torres Kaufman /s/ Jordan Schur Director April 1, 2024 Jordan Schur /s/ Richard Pascucci Director April 1, 2024 Richard Pascucci /s/ David Long Director April 1, 2024 David Long 45 Table of Contents SAFETY SHOT, INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 2738 ) F-2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 F-4 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2023 and 2022 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 F-6 Notes to the Consolidated Financial Statements F-7 F- 1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Safety Shot, Inc. Opinion on the Consolidated Financial Statements We 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. The Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the 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. Basis for Opinion These 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. We conducted our audits in accordance with the standards of the PCAOB. 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. 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. Accordingly, we express no such opinion. Our 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. Critical Audits Matters The 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. Revenue transactions and Improper Revenue Recognition As 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. /s/ M&K CPAS, PLLC www.mkacpas.com We have served as the Company’s auditor since 2019. The Woodlands, Texas April 1, 2024 F- 2 Table of Contents Safety Shot, Inc. (Formerly known as Jupiter Wellness, Inc .) Condensed Consolidated Balance Sheets As of December 31, 2023 and 2022 2023 2022 Assets Cash $ 3,833,349 $ 1,477,552 Marketable Securities 842,976 - Inventory 795,824 151,204 Account receivable 5,585 26,440 Prepaid expenses and deposits 1,469,733 116,389 Investment in affiliates - 2,909,674 Loan receivable from SRM Entertainment Ltd - 1,458,914 Investment in SRM Entertainment, Inc 657,183 - Other current assets 86,174 - Current assets held for sale - 611,316 Total current assets 7,690,824 6,751,489 Long-Term Assets Right of use assets 479,027 643,977 Intellectual property, net 4,511,057 - Fixed assets, net 28,272 52,494 Assets held for sale - 1,242,803 Total assets $ 12,709,180 $ 8,690,763 Liabilities and Shareholders’ Equity Accounts Payable $ 1,493,809 $ 1,548,384 Convertible notes 1,500,000 2,000,000 Current portion of lease liability 214,752 164,170 Accrued interest 269,152 110,905 Accrued liabilities 60,450 41,326 Covid - 19 SBA Loan 48,974 47,533 Current liabilities held for sale - 593,192 Total current Liabilities 3,587,137 4,505,510 Long-term portion lease liability 304,907 519,659 Total liabilities 3,892,044 5,025,169 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 45,634 22,339 Additional paid-in capital 73,726,987 53,763,929 Common stock payable 725,230 477,000 Accumulated deficits ( 65,680,715 ) ( 50,597,674 ) Total Shareholders’ Equity 8,817,136 3,665,594 Total Liabilities and Shareholders’ Equity $ 12,709,180 $ 8,690,763 The accompanying notes are an integral part of these unaudited financial statements. F- 3 Table of Contents Safety Shot, Inc. (Formerly known as Jupiter Wellness, Inc .) Condensed Consolidated Statement of Operations For the Years Ended December 31, 2023 and 2022 2023 2022 Revenue Sales $ 202,670 $ 120,627 Cost of Sales 277,127 325,169 Gross profit (loss) from continuing operations ( 74,457 ) ( 204,542 ) Operating expense General and administrative expenses 12,524,869 11,628,784 Impairment of Intangibles - 1,450,000 Impairment of Promissory Note - 1,000,000 Total operating expenses 12,524,869 14,078,784 Other income / (expense) Interest income 57,340 1,704 Interest expense ( 171,433 ) ( 1,286,368 ) Other income / (expense) ( 1,243,676 ) 790 Unrecognized gain / (loss) on equity investment ( 864,418 ) - Total other income (expense) ( 2,222,187 ) ( 1,283,874 ) Net (loss) from continuing operations $ ( 14,821,513 ) $ ( 15,567,200 ) Income (loss) from discontinued operations ( 261,528 ) 344,172 Net (loss) $ ( 15,083,041 ) $ ( 15,223,028 ) Net (loss) per share: Basic $ ( 0.49 ) $ ( 0.69 ) Weighted average number of shares Basic 30,877,804 22,106,703 The accompanying notes are an integral part of these unaudited financial statements. F- 4 Table of Contents Safety Shot, Inc. (Formerly known as Jupiter Wellness, Inc .) Condensed Consolidated Statement of Changes in Shareholders’ Equity For the Years Ended December 31, 2023 and 2022 Shares Amount Shares Amount Payable Capital Deficits Total Treasury Shares Common Stock Common Stock Additional Paid-In Accumulated Shares Amount Shares Amount Payable Capital Deficits Total Balance, December 31, 2021 - - 24,046,001 $ 24,046 $ 285,000 $ 51,668,019 $ ( 35,374,646 ) $ 16,602,419 Shares issued for services - - 925,000 925 - 861,200 - 862,125 Treasury shares purchased 2,825,617 ( 2,880,045 ) ( 2,825,617 ) ( 2,825 ) - 2,825 - ( 2,880,045 ) Treasury shares cancelled ( 2,825,617 ) 2,880,045 - - - ( 2,880,045 ) - - Shares issued in connection with convertible promissory note - - 250,000 250 - 277,250 - 277,500 Fair value of warrants issued and issue discounts with convertible note - - - - - 1,644,194 - 1,644,194 Stock options issued for services - - - - - 142,169 - 142,169 Common Stock to be issued for services - - - - 192,000 - - 192,000 Management common shares cancelled - - ( 56,496 ) ( 57 ) - 57 - - Fair value of Stock options granted to Officers and Directors 2,048,270 2,048,270 Net loss - - - - - - ( 15,223,028 ) ( 15,223,028 ) Balance December 31, 2022 - - 22,338,888 $ 22,339 $ 477,000 $ 53,763,929 $ ( 50,597,674 ) $ 3,665,594 Balance - - 22,338,888 $ 22,339 $ 477,000 $ 53,763,929 $ ( 50,597,674 ) $ 3,665,594 Shares issued in Public Offering - - 4,315,787 4,316 - 3,446,359 - 3,450,675 Shares issued -payable for services - - 1,675,000 1,675 - 676,259 - 677,925 Shares issued for services and stock payable - - 300,000 300 248,230 191,700 - 440,230 Purchase of intangible asset - - 5,000,000 5,000 - 2,463,500 - 2,468,500 Warrant conversions related to offerings - - 10,266,845 10,267 - 8,877,570 - 8,887,837 Warrant conversions related to promissory notes - - 1,200,000 1,200 - 1,117,200 - 1,118,400 Deconsolidation of SRM Entertainment and change to equity method of accounting - - - - - 551,757 - 551,757 Fair value of price reduction on conversion price for notes and warrants - - - - - 1,120,333 - 1,120,333 Fair value of options granted to employees - - - - - 39,444 - 39,444 Fair value of warrants granted for services - - - - - 364,960 - 364,960 Promissory note conversion 537,634 537 499,463 500,000 Fair value of warrants granted for services 545,703 545,703 Fair value of options granted for services 68,819 68,819 Net Loss - - - - - - ( 15,083,041 ) ( 15,083,041 ) Balance December 31, 2023 - - 45,634,154 $ 45,634 $ 725,230 $ 73,726,987 $ ( 65,680,715 ) $ 8,817,136 Balance - - 45,634,154 $ 45,634 $ 725,230 $ 73,726,987 $ ( 65,680,715 ) $ 8,817,136 The accompanying notes are an integral part of these unaudited financial statements. F- 5 Table of Contents Safety Shot, Inc. (Formerly known as Jupiter Wellness, Inc .) Condensed Consolidated Statement of Cash Flows For the Years Ended December 31, 2023 and 2022 2023 2022 Cash flows from continuing operating activities: Net (loss) $ ( 14,821,513 ) $ ( 15,567,200 ) Depreciation & Amortization 214,142 20,589 Gain on sale of fixed assets ( 23,308 ) ( 3,702 ) Fair value of stock-based compensation 1,118,155 3,244,564 Fair value of options issued for services 108,263 - Fair value of warrants issued for services 910,663 - Amortization of debt discount - 1,104,477 Intangible asset impairment - 1,875,000 Loss on extinguishment 1,120,333 937,207 Unrealized gain/loss on equity investment 864,418 - Realized gain/loss on sale of marketable securities ( 238,834 ) - Unrealized loss on marketable securities 1,511,488 - Impairment of secured promissory note - 1,000,000 Bad debt expense 7,022 - Adjustments to reconcile net income to net cash provided by (used in) operating activities Prepaid expenses and deposits ( 1,045,861 ) ( 50,463 ) Right of Entry asset 164,950 153,334 Accounts receivable 367,024 ( 19,889 ) Inventory ( 608,004 ) 97,580 Other assets ( 86,174 - Accounts payable ( 255,750 ) 838,355 Accrued liabilities 141,842 52,304 Lease liability ( 164,170 ) ( 130,234 ) Net cash (used in) continuing operating activities ( 10,715,314 ) ( 6,448,078 ) Cash flows from discontinued operating activities: Income (loss) from discontinued operations ( 261,528 ) 344,172 Reclassification of assets and liabilities to held for sale 863,065 ( 271,722 ) Cash provided from discontinued operations 601,537 72,450 Cash flows from investing activities: Cash paid for purchase of assets ( 106,153 ) ( 10,707 ) Cash paid for research agreement - ( 1,500,000 ) Cash paid for marketable securities ( 545,130 ) - Cash paid for purchase of intangible assets ( 2,200,000 ) - Cash paid for SRM Inc. ( 390,478 ) - Cash received from SRM Ltd. loan repayment 1,534,814 - Cash received for sale of marketable securities 869,834 - Net change to value of marketable securities 467,966 - Cash loaned to third party - 1,000,000 Proceeds from sale of assets 39,100 43,000 Net cash (used in) investing activities ( 330,047 ) ( 2,467,707 ) Cash flows from financing activities: Shares issued for cash 13,456,912 - Cash paid for Treasury Stock - ( 2,880,045 ) Proceeds from Promissory notes - 1,880,000 Loans to affiliates ( 699,952 ) ( 1,374 ) Borrowings on debt 199,097 284,979 Payments on debt ( 156,436 ) ( 187,711 ) Net cash (used in) provided by financing activities 12,799,621 ( 904,151 ) Net increase (decrease) in cash and cash equivalents 2,355,797 ( 9,747,486 ) Cash and cash equivalents at the beginning of the period 1,477,552 11,225,038 Cash and cash equivalents at the end of the period $ 3,833,349 $ 1,477,552 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - Non-cash items: Fair value of Warrants issued and beneficial conversion feature in connection with convertible notes $ - $ 706,977 Reclassification of Held to Maturity investments to Marketable Securities $ 3,417,100 $ - Shares issued from stock payable for services $ 192,000 $ - Shares issued for GBB asset purchase $ 2,468,500 $ - Reclassification for SRM Ltd deconsolidation $ 146,800 $ - Conversion of promissory note for common stock $ 500,000 $ - Common stock issued in connection with promissory notes $ - $ 277,500 Treasury shares cancelled $ - $ 2,880,045 Cancellation of shares issued to management - $ 57 The accompanying notes are an integral part of these unaudited financial statements. F- 6 Table of Contents Safety Shot, Inc. (Formerly known as Jupiter Wellness, Inc .) Notes to Financial Statements For the Years Ended December 31, 2023 and 2022 Note 1 - Organization and Business Operations Safety Shot Inc. (NASDAQ: 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. Safety 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. Our product pipeline includes a diverse range of products, such as hair loss treatments, eczema creams, vitiligo solutions, and sexual wellness products, that cater to different health and wellness needs. We are dedicated to staying up-to-date with the latest scientific research and technology, ensuring that our products are effective, safe, and meet the highest industry standards. To 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 reach. We generate revenue through various channels, including the sales of our OTC and consumer products, as well as licensing royalties. Our 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 presence. Going Concern Consideration As 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. Note 2 – Significant Accounting Policies Basis of Presentation The 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 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. F- 7 Table of Contents Debt Extinguishment and Modification Any 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 The 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 statements. If the Company owns more than 20 % but less than 50 % the Company will continue to report under the Equity Method. Discontinued Operations The 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. Equity Method for Investments 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. Asset Purchases The 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. Investments in Marketable Securities The 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. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. F- 8 Table of Contents Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were no cash equivalents as of December 31, 2023 and 2022. Inventory Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write- offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. 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. Investments Held-to-Maturity Investments that the Company’s management has the “positive intent and ability” to hold through maturity are classified and accounted for as hold-to- maturity investments (“HTM”). HTM investments are carried at amortized cost in the financial statements. For investments classified as HTM, no unrealized gains and losses will be recognized in financial statements. Assets and liabilities Held for Sale On December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“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. Pursuant 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. F- 9 Table of Contents The Company has reclassified all of the assets and liabilities of SRM held prior to the Share Exchange as assets and liabilities held for sale. At 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. The following table presents the major classes of assets and liabilities of discontinued operations of Communications reported in the consolidated balance sheets: Schedule of Assets and Liabilities of Discontinued Operations 2023 2022 December 31, 2023 2022 Cash $ - $ 453,516 Inventory - 290,200 Account receivable - 621,090 Prepaid expenses and deposits - 697,725 Investment in Affiliate - 7,699 Loan to SRM - ( 1,458,914 ) Total current asset held for sale - 611,316 Intangible assets - 291,533 Goodwill - 941,937 FF&E - 9,333 Assets held for sale - 1,242,803 Total assets $ - $ 1,854,119 Accounts Payable $ - $ 378,804 Accrued liabilities - 214,388 Total current Liabilities $ - $ 593,192 The following table presents the components of discontinued operations in relation to Communications reported in the consolidated statements of operations: 2023 2022 For the Year ended December 31, 2023 2022 Sales $ 3,901,162 $ 6,076,116 Cost of Sales 3,064,376 4,845,217 Gross profit 836,786 1,230,899 Operating expense 636,937 887,495 Other (income) expense 461,377 ( 768 ) Total expenses 1,098,314 886,727 Net income (loss) from discontinued operations $ ( 261,528 ) $ 344,172 Trading Securities Securities 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. F- 10 Table of Contents Net Loss per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share. Schedule of Net Loss per Common Share 2023 2022 For the Year Ended December 31, 2023 2022 Numerator: Net (loss) $ ( 15,083,041 ) $ ( 15,223,028 ) Denominator: Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period 30,877,804 22,106,703 Denominator for diluted earnings per share 30,877,804 22,106,703 Basic (loss) per share $ ( 0.49 ) $ ( 0.69 ) Diluted (loss) per share $ ( 0.49 ) $ ( 0.69 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Revenue Recognition The Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customers”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to 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; and The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. F- 11 Table of Contents Accounts Receivable and Credit Risk Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the year ended December 31, 2023 and 2022, the Company recognized no allowance for doubtful collections. Impairment of Long-Lived Assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. We conducted an evaluation of our goodwill as of December 31, 2022 and there was no impairment in the year ended December 31, 2022. Dring the year ended December 31, 2023, the Company spun-off its wholly-owned subsidiary SRM Entertainment Ltd. which was the source for its goodwill. As a result, the Company had no goodwill at December 31, 2023. (see Note 8). Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. The 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. Foreign Currency Translation Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Cumulative gains and losses from foreign currency transactions and translation for the years ended December 31, 2023 and 2022 were not material. Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 100,591 and $ 1,637,117 for the years ended December 31, 2023, and 2022, respectively. F- 12 Table of Contents Stock Based Compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant- date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On October 24, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements 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 non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The Company’s deferred tax asset at December 31, 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 . Related parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. 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; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. 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; and g. 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. F- 13 Table of Contents The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Reclassifications Certain current and prior period balances have been adjusted to reflect current period presentation. Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. In February 2016, Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. Note 3 - Accounts Receivable At December 31, 2023 and 2022, the Company had accounts receivable of $ 5,585 and $ 26,440 , respectively. Note 4 - Prepaid Expenses and Deposits At 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. Note 5 - Inventory At December 31, 2023 and 2022, the Company had inventory of $ 795,824 and $ 151,204 , consisting of finished goods, raw materials and packaging supplies. F- 14 Table of Contents Note 6 - Marketable Securities At 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. Mr. Brian John, our CEO, is the managing member of JWSL and was the Chief Executive Officer of JWAC. 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. In August 2023, the Company received 96,000 additional shares of ChiJet due to downside protection clauses in the business combination agreements. In 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 . During the year ended December 31, 2023 the Company sold 271,679 ChiJet shares for a realized gain of $ 238,834 . At 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. In 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. Note 7 - Investment in and Loans to Affiliates On December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“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. Pursuant 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. SRM. At 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. During the year ended December 31, 2023, the Company began discussions with Colorado-based Elite Health Partners Inc. (“Elite”) regarding a license and sale of its legacy Jupiter Wellness assets. In connection with these discussions the Company advanced Elite $ 200,000 . At December 31, 2023, the Company determined that the advance should be impaired. At December 31, 2022, the Company had loans totaling $ 9,073 to an affiliate. There were no loans at December 31, 2023. F- 15 Table of Contents Note 8 - Note Receivable On December 8, 2021, the Company issued a Secured Promissory Note (the “Note”) in the amount of $ 10,000,000 to Next Frontier Pharmaceuticals, Inc. (“NFP”) and entered into a Stock Purchase Agreement (“SPA”) for the Company to acquire NFP. 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. In 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. Note 9 - Intangible Assets SRM Entertainment In 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 $ 437,300 Goodwill 941,937 Total $ 1,379,237 The Distribution Agreements have an estimated life of six years and Goodwill has an indefinite life and will be reviewed at each subsequent reporting period to determine if the assets have been impaired. Effective August 14, 2023 the Company spun-off 52 % of SRM Ltd formerly a wholly-owned subsidiary, into a public company in exchange for shares of SRM Inc. 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 Inc. (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. Summary of deconsolidation loss: Schedule of Deconsolidation and Equity Goodwill and Intangibles $ 1,042,151 Net assets of SRM Ltd at deconsolidation 189,866 Equity of SRM Ltd 698,557 Effect of deconsolidation 1,930,574 Fair value of Consideration ( 1,521,025 ) Loss on deconsolidation $ ( 409,549 ) Summary of Changes to Equity Method Investment Summary of Asset Value Fair value of Consideration $ 1,521,025 Equity in SRM losses ( 864,418 ) Balance $ 657,183 Licensing agreements During 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. 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 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 . F- 16 Table of Contents Clinical Research Agreement During 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 was $ 0 . Safety Shot Acquisition On July 10, 2023, the Company entered into an Asset Purchase Agreement (the “APA”) with GBB Drink Lab, Inc. (“GBB”) 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 No. 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 follows: (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 $ 2,000,000 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). The 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. Summary of transaction and carrying value: Summary of Transaction and Carrying Value Purchase price: Allocation of Purchase price: Cash $ 2,200,000 Patents $ 4,668,500 Fair value of stock issued 2,468,500 Amortization ( 55,593 ) $ 4,668,500 Balance $ 4,559,552 Note 10 - Accrued Interest and Other Accrued Liabilities At December 31, 2023 and December 31, 2022, the Company had accrued interest on the convertible notes below of $ 269,152 and $ 110,905 , respectively. At December 31, 2023 and December 31, 2022, the Company had accrued liabilities totaling $ 60,450 and $ 41,326 , respectively. Note 11 - Convertible Notes Payable On 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 “Notes”). In connection with the Notes the Company issued Common Stock Purchase Warrants for 1,100,000 shares and 360,000 shares of the Company’s common stock (the “Warrants”). The Notes originally had a maturity date of October 20, 2022 , 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 greater then the fair value of the shares. F- 17 Table of Contents The 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. The fair value of origination shares and warrants issued in connection with the 2022 Note totals $ 984,477 . Interest 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. During 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 model. 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. In 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. The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the years ended December 31, 2023 and 2022: Schedule of Convertible promissory Notes Principal Balance, December 31, 2021 $ - Issuance of the Notes 2,000,000 Principal Balance, December 31, 2022 $ 2,000,000 Conversion of one of the notes ( 500,000 ) Principal Balance, December 31, 2023 $ 1,500,000 Note 12 - Covid-19 SBA Loans During 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. Note 13 - Capital Structure Preferred Stock - The Company is authorized to issue a total of 100,000 shares of preferred stock with par value of $ 0.001 . No shares of preferred stock are issued and outstanding. Common Stock - The Company is authorized to issue a total of 100,000,000 shares of common stock with par value of $ 0.001 . As of December 31, 2023 and 2022, there were 45,634,154 and 22,338,888 shares of common stock issued and outstanding, respectively. F- 18 Table of Contents Year ended December 31, 2022 issuances Treasury Shares Purchased In November 2021, the Company engaged Oppenheimer & Co. to repurchase shares of the Company’s common stock from the public market. 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. Share and warrants issued in connection with convertible debt During 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 . Shares issued for services During 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. Management return and cancellation of shares On 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). On July 26, 2022, the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions: (1) on July 20, 2022, the Company’s four executive officers (Messrs. John, Miller, and McKinnon and Dr. Wilson), all of whom are on the Company’s Board of Directors except for Mr. McKinnon, each cancelled 2,750 options issued to them in August 2021 pursuant to an Incentive Stock Option Forfeiture Agreement. The cancellation of the 11,000 options in total enabled the issuance of 11,000 shares to a non-executive employee that took place in 2021 to be reallocated to be accounted for as if it was originally issued under the 2020 Equity Incentive Plan. The Company’s Board of Directors passed a resolution on July 25, 2022, making the corresponding change to the Company’s books and records with regard to the 11,000 shares; and (2) on July 26, 2022, the same four executive officers, returned, and the Company cancelled, a total of 56,496 shares of common stock issued to them in 2021 outside of a shareholder approved equity compensation plan. Following the remedial measures, the Company was informed that the Company has regained compliance with the Rule and that this matter is now closed. Year ended December 31, 2023 issuances: Shares issued in Public Offering Concurrently 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 . Shares issued for services During 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 31, 2023. F- 19 Table of Contents Shares issued for stock payable During 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. Shares issued for purchase of assets In July 2023, the Company entered into an Asset Purchase Agreement for the purchase of intellectual property relating to Safety Shot (see Note 9). The purchase price included the issuance of 5,000,000 shares of the Company’s restricted common stock. Shares issued for exercise of warrants related to promissory notes In August 2023, the Company issued a total of 1,200,000 shares upon exercise of warrants related to the Promissory Notes described in Note 11. The Company received $ 1,118,400 for the exercise. Shares issued for exercise of warrants related to the Pipe transaction Beginning 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 note In December 2023, a $ 500,000 convertible promissory note was converted into 537,634 shares of the Company’s restricted common stock. The 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: Schedule of Stock Holders Balance December 31, 2021 24,046,001 Public offering Shares issued for stock payable Shares issued for services 925,000 Loan origination shares for promissory note 250,000 Shares repurchased from the market ( 2,825,617 ) Management shares cancelled ( 56,496 ) Balance December 31, 2022 22,338,888 Public offering 4,315,787 Shares issued for stock payable 300,000 Shares issued for services 1,675,000 Stock issued for asset purchase 5,000,000 Stock issued for conversion of warrants related to Notes 1,200,000 Stock issued in connection with note conversion 537,634 Stock issued for conversion of warrants related to IPO 10,266,845 Balance December 31, 2023 45,634,154 F- 20 Table of Contents Common Stock Payable During 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 component. At December 31, 2022, the Company had accrued a total of $ 477,000 in stock payable relating to the consulting agreements. During 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 . Note 14 - Warrants and Options Warrants Convertible Note Warrants : 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. Schedule of Fair Value Using Black Scholes Method Reporting Date Relative Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 5/5 to 5/28/21 $ 308,231 5 6.00 $ 3.78 - 3.99 283 - 280 % 0.0217 04/20/22 $ 706,977 5 $ 2.79 $ 1.11 281 % 0.0287 11/11/22 $ 937,207 5 $ 1.00 $ 1.28 211 % 0.0432 PIPE Warrants: 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 (File No. 333-269794) covering the underlying shares of the Warrants. Schedule of Fair Value Using Black Scholes Method Reporting Date Relative Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 01/23/23 $ 2,311,614 3 $ 1.00 $ 0.65 287 % 0.0388 01/23/23 $ 2,602,996 5 $ 1.00 $ 0.65 371 % 0.0361 During 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 and $ 1.40 . The Company recorded an expense of $ 364,960 in connection with this issuance. Schedule of Fair Value Using Black Scholes Method Reporting Date Relative Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 08/10 - 08/21/23 $ 364,960 5 $ 1.00 - 1.40 $ 0.87 - 1.18 151 % 0.0421 - 0465 10/05/23 $ 545,703 5 $ 1.00 - 6.00 $ 1.05 152 % .0468 F- 21 Table of Contents The following tables summarize all warrants outstanding as of December 31, 2023 and 2022, and the related changes during the period. Exercise price is the weighted average for the respective warrants at end of period. Summary of Warrant Outstanding Number of Warrants Exercise Price Balance at December 31, 2021 13,698,125 $ 1.96 Warrants issued in connection with Convertible Notes 1,460,000 .093 Warrants issued in connection with Convertible Notes 800,000 .093 Balance at December 31, 2022 15,958,126 $ 1.81 Warrants issued in Public Offering 9,260,554 .093 Warrants issued for services 1,000,000 1.23 Warrants exercised in connection with Convertible notes ( 1,200,000 ) Warrants exercised in connection with PIPE ( 10,266,845 ) Balance at December 31, 2023 14,751,835 $ 2.73 Warrants Exercisable at December 31, 2023 14,751,835 $ 2.73 Stock Options In 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. During 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. The 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. Schedule of Fair Value Using Black Scholes Method Reporting Date Number of Options Term (Years) Exercise Price Grant Date Market Price on Volatility Percentage Fair Value 01/01/22 300,000 2 $ 1.00 $ 0.80 126 % $ 142,169 12/30/2022 3,250,000 5 $ 0.76 - 0.84 $ 0.77 166 % $ 2,048,270 During 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. 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. Reporting Date Number of Options Term (Years) Exercise Price Grant Date Market Price on Volatility Percentage Fair Value 7/10 - 8/18/23 450,000 3 - 5 $ 0.46 - 1.13 $ 0.46 - 1.13 158 - 160 % $ 271,547 At December 31, 2023 the Company had 7,965,166 options outstanding. F- 22 Table of Contents Note 15 - Commitments and Contingencies The Company entered into a new office lease Effective July 1, 2021. The primary term of the lease is five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows: Schedule of Minimum Annual Lease Payments Primary Period Amount Amount During Renewal Period Amount July 1 to June 30, 2022 $ 180,456 July 1 to June 30, 2027 $ 240,662 July 1 to June 30, 2023 $ 201,260 July 1 to June 30, 2028 $ 247,882 July 1 to June 30, 2024 $ 224,330 July 1 to June 30, 2029 $ 255,319 July 1 to June 30, 2025 $ 229,312 July 1 to June 30, 2026 $ 233,653 Under the new standard for lease reporting, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $ 870,406 representing the present value of the future payments under the lease calculated using an 8 % discount rate (the current borrowing rate of the company). The ROU and lease liability are amortized over the five-year life of the lease. 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 $ 304,907 . 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. Legal Proceedings 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. On August 6, 2020, the Company, Messrs. John and Miller and certain affiliated entities filed a lawsuit in the United States District Court, Southern District of New York against Robert Koch, Bedford Investment Partners, LLC, Kaizen Advisors, LLC and certain other unnamed defendants. The lawsuit alleged that Mr. Koch and the other defendants were attempting to extort the Company and Messrs. John and Miller to issue the defendants shares of the Company’s common stock which they claim are owed to them. The Company asserted that they have no oral or written agreement with Mr. Koch or any of his affiliates that entitle him to shares of the Company’s common stock. The Company’s complaint seeks actual damages in the amount of $ 5,000,000 and punitive damages in the amount of $ 5,000,000 . In response, Mr. 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 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 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. John. On March 22, 2022, the Parties engaged in a Settlement Conference before The Honorable Sarah L. Cave, which did not resolve the case. On March 25, 2022, The Honorable Lewis J. Liman granted Jupiter and Mr. John permission to move for summary judgment dismissing the Koch Parties’ unjust enrichment counterclaim; the parties briefed that motion in spring 2022. On January 30, 2023, Judge Liman largely granted Jupiter and Mr. 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. 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. F- 23 Table of Contents 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. 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. F- 24 Table of Contents 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. Note 17 - Subsequent Events ` Subsequent 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. On 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. Currently a private company, Elite Health plans to file a registration statement for an IPO by Q3 2024 and subsequently become a publicly listed company. 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. In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2023 to the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements. F- 25