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seeks compensatory damages estimated to exceed $500,000.
−Removed: The Company has filed a motion to dismiss Sabby’s amended complaint and
−Removed: is awaiting the Court’s ruling.
−Removed: The Company intends to vigorously defend itself against Sabby’s claims and does not believe
−Removed: that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position,
−Removed: results of operations or liquidity.
−Removed: The case was dismissed with prejudice by the federal district court for the Southern District of
−Removed: New York on September 23, 2024.
−Removed: On October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States
−Removed: Court of Appeals for the Second Circuit.
−Removed: The Company is awaiting the decision from the Court of Appeals for the Second Circuit.
+Added: The Company filed a motion to dismiss Sabby’s amended complaint.
+Added: was dismissed with prejudice by the federal district court for the Southern District of New York on September 23, 2024.
+Added: On October 10,
+Added: 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States Court of Appeals for the Second Circuit.
+Added: In and around March of 2025, Sabby was successful in its appeal to the Second Circuit and the lower court’s ruling was overturned
+Added: as to Sabby’s breach of contract claim – Sabby’s additional claims for promissory estoppel and negligent misrepresentation
+Added: were dismissed.
+Added: On or about July 1, 2025, the Second Circuit denied the Company’s petition for reconsideration.
+Added: The Company intends
+Added: to vigorously defend itself against Sabby’s claims and does not believe that the Litigation’s ultimate disposition or resolution
+Added: will have a material adverse effect on the Company’s financial position, results of operations or liquidity.
February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd.
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2,105,263 shares of common stock.
−Removed: On March 8, 2024, Sabby filed an amended complaint.
−Removed: The Company has answered the amended complaint
−Removed: is due on March 29, 2024.
Sabby seeks “liquidated and compensatory damages in an amount to be proven at trial,” including
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specific performance, attorneys’ fees, expenses and costs.
−Removed: The Company intends to vigorously defend itself against Sabby’s
−Removed: claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the
+Added: The Company has made an offer of $1.5 million to settle this matter.
+Added: The Company participated in a trial in the Litigation as to damages only in January of 2026 and is awaiting the Court’s ruling.
+Added: The Company 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.
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The Company filed its answer to the complaint on or about March 7, 2024 .
−Removed: Company intends to defend itself vigorously against Sabby’s claims and does not believe that the Litigation’s ultimate disposition
−Removed: will have a material adverse effect on the Company’s financial position, results of operations or liquidity.
+Added: In April of 2025, the Company settled the Litigation by agreeing to provide 3i with unregistered shares of the Company’s common
+Added: stock with a market value of $400,000 (the “Settlement Shares”) measured by the lower of the closing price on the NASDAQ
+Added: Exchange on the day before the date of filing of a Form S-1 and the average VWAP closing price for the five days preceding the date of
+Added: The Company has fully complied with the terms of the settlement agreement in this matter and issued the Settlement Shares
January 10, 2024, Bigger Capital Fund, L.P.
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is filed herein as Exhibit 4.6.
−Removed: or about January 18, 2024, Alta Partners, LLC, (“Alta”) filed a lawsuit against the Company in the federal district court
−Removed: for the Southern District of New York, case captioned, Alta Partners, LLC v.
+Added: or about January 18, 2024, Alta Partners, LLC, (“Alta”) filed a lawsuit against the Company in the federal district
+Added: court for the Southern District of New York, case captioned, Alta Partners, LLC v.
Safety Shot, Inc.
−Removed: 24-cv-373 (S.D.N.Y.) (the “Litigation”).
−Removed: The Litigation stems from the Company’s warrant to purchase shares of Company common stock and asserts causes of action for Breach
−Removed: of Contract Breach of the Implied Covenant of Good Faith and Fair Dealing (in the alternative) and violation of Section 11 of the Securities
−Removed: The Litigation seeks compensatory general and liquidated damages in an amount to be proven at trial.
−Removed: On or about January
−Removed: 29, 2025, the Company settled the Litigation by agreeing to pay $350,000 in exchange for a release of all claims by Alta.
+Added: 24-cv-373 (S.D.N.Y.) (the
+Added: “Litigation”).
+Added: The Litigation stems from the Company’s warrant to purchase shares of Company common stock and
+Added: asserts causes of action for Breach of Contract Breach of the Implied Covenant of Good Faith and Fair Dealing (in the alternative)
+Added: and violation of Section 11 of the Securities Act of 1933.
+Added: The Litigation seeks compensatory general and liquidated damages in an
+Added: amount to be proven at trial.
+Added: On or about January 29, 2025, the Company settled the Litigation by agreeing to pay $350,000 in
+Added: exchange for the release of all claims by Alta.
+Added: The Company has fully complied with the terms of the settlement agreement in this
+Added: matter and paid the $325,000 settlement payment in 2025.
Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.