What changed in this filing

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Item 1. Business

2025-03-28 compared with 2024-04-01 · 571 added, 275 removed, 97 unchanged (90% of the section changed)

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In August 2023, the Company successfully completed the asset purchase

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

of the Safety Shot Dietary Supplement from GBB Drink Lab, Inc.

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

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

Shot Beverage”).

the intellectual property, trade secrets, and trademarks associated with its dietary supplement (the “Safety Shot Dietary Supplement”).

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

and changed its NASDAQ

trading symbol to SHOT.

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

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

Noteworthy is the fact that the Safety Shot Beverage

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

Under sections 201(s) and 409 of the

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

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

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

of a dietary supplement.

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

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

The Company currently maintains a workforce comprising

eight full-time employees of its own.

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

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

This strategic

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

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

catering to the discerning preferences of health-conscious consumers.

The Company intends to continue its current product lines, except

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

Our product pipeline also includes a diverse range of products,

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

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

on the commercialization of the Safety Shot Beverage.

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

prescription-grade health and wellness products.

and changed its NASDAQ trading symbol to SHOT.

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

On October 9, 2024, the Company renamed

the Safety Shot Dietary Supplement as the “Sure Shot Dietary Supplement.”

Sure Shot Dietary Supplement has been formulated to reduce the accumulation of blood alcohol.

Noteworthy is the fact that the Sure Shot

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

Under sections

201(s) and 409 of the Federal Food, Drug, and Cosmetic Act (the Act), any substance that is intentionally added to food is a dietary

supplement, that is subject to premarket review and approval by the FDA, unless the substance is generally recognized, among qualified

experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise

excepted from the definition of a dietary supplement.

crucial to note that the Sure Shot Dietary Supplement is currently manufactured in a facility adhering to Good Manufacturing Practices

(GMP), ensuring the highest standards of quality and safety throughout its production process.

The Company currently maintains a workforce

comprising eight full-time employees of its own.

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

our existing product, we have introduced new product lines, including a convenient powdered stick pack version and a 4-ounce

version of the Sure Shot Dietary Supplement.

Company has discontinued the historical product lines of Jupiter Wellness which included a diverse range of products, such as hair loss

treatments, vitiligo solutions, and sexual wellness products, that catered to different health and wellness needs and our commitment

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

In connection therewith, on September

24, 2024, the Company entered into a Separation and Exchange Agreement with its subsidiary Caring Brands, Inc.

whereby Caring Brands

will seek to commercialize this product line.

Caring Brands will be responsible for all costs associated with the operation of that line

The Company will focus its efforts on the commercialization of the Sure Shot Dietary Supplement.

The Company will retain

ownership of 3,000,000 shares of Caring Brands, Inc.

Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc.

to govern the separation of SRM and 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 and the

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

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

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

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

On August 14, 2023, SRM consummated its

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

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

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

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

Following such distribution, the Company owns 4.0 million of

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

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

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

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

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

Photocil is currently sold in India through

a licensing agreement.

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

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

Safety Shot Beverage is currently sold through

e-commerce and social media platforms.

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

to create additional revenue streams and expand our global presence.

At present, we do not experience concentration risk or dependence

on major customers.

Sure Shot Dietary Supplement is currently sold through e-commerce and in retail stores.

In addition, we are seeking to collaborate with

other companies to license our intellectual property, to create additional revenue streams and expand our global presence.

we do not experience concentration risk or dependence on major customers.

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

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

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

markets or sells any CBD products.

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

into any agreements to do so.

Safety Shot Beverage was launched on our own website and through Amazon in December 2023 and is currently speaking with Big Box stores

with the intention to launch by the end of the first quarter or early second quarter of 2024.

Company is advancing several formulations to address psoriasis and vitiligo (Photocil), increase the effectiveness of minoxidil to treat

hair loss (JW-700 “minoxidil booster”), women’s sexual wellness (JW-500), and jellyfish sting prevention sunscreen

The Company halted testing related to its atopic dermatitis product and all other compounds and products containing CBD.

was launched commercially in India in Q3 2022 as a treatment for vitiligo and psoriasis.

Photocil is a topical cream that works with

natural sunlight to provide patients with safe and effective phototherapy at home by blocking harmful radiation and permitting the passage

of therapeutic UV radiation from the sun.

The Company plans to re-launch Photocil in the US in the fourth quarter of 2024.

is an OTC cosmetic product using a USP monographed compound as a skin protectant.

The product labelling and ingredients were approved

provides an effective barrier against the stinging mechanism of jellyfish cnidocyte preventing the delivery of venom to the victim.

like other topical sun screen products, the product is clinically proven to protect users from jellyfish, sea lice, and UVA/UVB rays.

It is not intended to treat jellyfish or sea lice bites.

As the product contains ingredients with well-established safety profiles it

did not require pre-market FDA approval ahead of product launch.

Its manufacturing, labeling and components comply with FDA regulations

for sunscreens.

currently being licensed abroad and developed for US launch, the product has been clinically shown to increase the enzymes needed for

minoxidil to work, sulfotransferase enzymes, by using the product topically in conjunction with topical minoxidil.

Additional studies

and formulation work are ongoing.

The Company intends to launch JW-700 in the U.S in the fourth Quarter of 2024.

was born out of clinical trials designed to establish a topical treatment for the restoration of nipple sensitivity for breast augmentation

patients, in addition to patients who had undergone chemotherapy or lumpectomy surgery following a cancer diagnosis.

The Company plans

to complete the formulation and test launch the product in Q4, 2024.

of SS-100 formulation will be completed after the reviewing the results of the on-going clinical trial of the Safety Shot Beverage.

the Company plans to set up a Pre-IND meeting with the FDA, unlike Safety Shot Beverage which does not require FDA approval on grounds

of being a dietary supplement product.

SS-100 will be classified as a drug as it will used to treat acute alcohol poisoning which the

Company believes meets the definition of a rare disease as described below, and will require filing an IND with the FDA and conducting

clinical trials to determine safety and efficacy.

The Company plans to seek Orphan Drug Designation for SS-100, a modified version of

Safety Shot Beverage.

Given that the FDA defines a drug as Orphan if it is used for the treatment, prevention or diagnosis of a rare

disease or condition, which is one that affects less than 200,000 persons in the US (which equates to approximately 6 cases per 10,000)

and that Acute Alcohol Poisoning (which has ~ 10% fatality rate and has ~20,000 cases in US) meets these criteria and therefor it meets

the criteria for Orphan Drug Designation.

Orphan Drug status provides certain benefits to the Company including exclusive marketing and

development rights, tax credits and fee waivers.

The development of the modified Safety Shot Beverage which we call SS-100 designed to

treat acute alcohol poisoning will require the filing of an IND and controlled clinical trials to establish safety and efficacy.

any other drug, the Company will be required to take the steps necessary to have any drug approved.

The main steps are (i) the request

for a pre-IND meeting with the FDA for feedback on clinical plans, (ii) based on the feedback from (i) to file an IND, (iii) subject

to IND acceptance by the FDA conduct Phase 1, phase 2 and Phase 3 clinical trials and then submit an NDA for product approval.

seeking orphan drug designation for a drug must submit a request for designation to the agency.

The company requesting designation of

the same drug for the same rare disease or condition as a previously designated product must submit their own data and information to

support their designation request.

Orphan drug designation is a separate process from seeking approval or licensing.

Drugs for rare diseases

go through the same rigorous scientific review process as any other drug for approval or licensing.

Without receiving such product approval,

the drug product can’t be sold.

a detailed timeline of the products, please see “Our Business – Product Roadmap” section on page 43.

Sure Shot Dietary Supplement was launched on our own website and through Amazon in December 2023 and with several Big Box stores.

Company is advancing several product formats and formulations to continue to offer a wide array of products that can be purchased at

various locations that coincide with consumer shopping habits.

In particular, the Company plans to develop new flavors for

each of its current SKUs (12oz., 4 oz.

and “Stick Pack”.

In addition, the current formula will be offered at various dosages

and the Company plans to conduct additional research studies as follows:

assessing varying dosages of the Sure Shot Dietary Supplement

against body weight, gender and age, examining several current and proposed ingredients with respect to their specific role in reducing

BAC and how they affect the enzymatic activity associated with the metabolism of alcohol, and finally, examining additional markers with

respect to improving post-alcohol consumption symptoms and feelings.

Company intends to perform the additional research studies in Q2 and Q3 of 2025.

The Company will continue to sponsor the studies and

intends to work with the Center for Applied Health Sciences (“CAHS”) in Canfield, OH.

The participants will be selected based

upon the parameters of the individual studies and the Company will follow the same protocols employed in the clinical trials at the CAHS

described in more detail below in “Research and Development.”

and Development

research and development team in continually looking to develop new therapeutic products, while continually improving and enhancing our

existing products and product candidates to address customer demands and emerging trends to develop more effective formulas for our JW-700

have conducted extensive research and experimentation involving a substantial number of volunteers under the influence of intoxicants.

Our findings indicate that the Safety Shot Beverage can reduce a person’s Blood Alcohol Content, as measured by the premier Breathalyzer

in the market.

The observable enhancements in cognitive abilities among the test subjects have been carefully documented.

See “Business-Research

and Development”

Company incurred research and development expenses of $100,591 and $1,637,117 for the years ended December 31, 2023 and 2022, respectively.

existing products and product candidates to address customer demands and emerging trends.

have conducted extensive informal research and experimentation involving a substantial number of volunteers under the influence of alcohol.

Our findings indicate that the Sure Shot Dietary Supplement can reduce a person’s Blood Alcohol Content, as measured by the premier

Breathalyzer on the market.

We have recently completed our clinical trials of the Sure Shot Dietary Supplement which have shown a statistically

significant reduction in the Blood Alcohol Content (“BAC”) of the participants.

The observable enhancements in cognitive

abilities among the test subjects have been carefully documented.

clinical trials took place from January 29, 2024, through June 10, 2024, at the CAHS located at 6570 Seville Drive, Canfield, OH 44406.

The clinical trials were sponsored and paid for by the Company and consisted of 36 participants with a mean age of 36.3 years that were

selected through advertising of the study.

The Company did not inquire about the participants typical level of alcohol consumption but

each participant had to qualify based upon a complete medical history questionnaire, release from physicians and submitting to a standard

bloodwork panel.

Each participant consumed exactly 100 mL of alcohol and the BAC of the participants ranged from 0.047 % to 0.068 %.

The participants were not employees of the Company nor affiliated with the Company in any way.

The clinical trials were a double-blind,

randomized, placebo-controlled study that found that within 30 minutes of the consumption of the Sure Shot Dietary Supplement, the monitored

participants saw a statistically significant drop of p=.002 in BAC and continued to see measurable drops in successive 30-minute increments.

The results were measured by using a DOT-approved BACtrack S80 Breathalyzer on the participants to determine their BAC after ingesting

several alcoholic beverages, followed by drinking 12 ounces of the Sure Shot Dietary Supplement and then measuring the participants’

BAC 30 minutes later.

In addition, cognitive responses were measured using the Visual Analogue Scale (“VAS”) and physical

function assessed at the same intervals as the blood draws and breathalyzer assessments to correlate to function.

The VAS consisted of

a 10 cm, straight line with end points that measured from low-to-high for a number of physical feelings and sensations.

The participants

were asked to mark a point on the line that corresponded with their experience.

The distance from the end to the point marked by the

participant was then measured in millimeters to quantify their level of sensation.

On each visit, participants were asked to perform

the VAS tests and the VAS assessed subjective ratings for head discomfort (headache), nausea, fatigue, energy, tiredness, thirst and

ability to concentrate.

The Company also conducted further physical assessment by monitoring biometric measurements such as blood pressure

and heart rate at various intervals.

The key assumptions in the study were that the participants would demonstrate a marked decrease

in BAC following the consumption of the Sure Shot Dietary Supplement versus that of the placebo.

In addition, the study assumed that

the participants would feel better and demonstrate marked improvement in cognitive skills and physical function following the consumption

of the Sure Shot Dietary Supplement versus that of the placebo.

The Company had previously observed in our numerous, pre-clinical tests

that participants who consumed significant amounts of alcohol (more than two drinks) experienced marked and rapid reductions in their

BAC when measured by BACTrack S80 breathalyzers after consumption of the Sure Shot Dietary Supplement.

In addition, the Company observed

in the pre-clinical tests that the participants showed significant improvement in motor function and reduction in slurred speech and

other markers commonly associated with alcohol consumption.

These findings led the Company to continue to develop the Sure Shot Dietary

Supplement and commission a clinical study to prove our hypothesis.

There were five adverse events amongst the participants in the study.

Four of the adverse events were associated with the Sure Shot Dietary Supplement (three felt nauseous and one developed a rash) and none

of the adverse events were serious.

The final adverse event was associated with congestion of the placebo.

approximately 2010, the Company has performed 100s of pre-clinical tests in an effort to develop and perfect the Sure Shot Dietary Supplement.

These informal, pre-clinical tests included friends, family and other volunteers who consumed alcohol at varying levels and then were

tested prior to the consumption of the Sure Shot Dietary Supplement.

The pre-clinical tests were neither peer reviewed nor were the subjects

screened prior to their participation.

In addition, the VAS was not used nor were there any placebos or other control measures taken

in the pre-clinical tests and as such these tests are considered informal and non-clinical.

The participants’ BAC was measured

by using the BacTrack S80 after the consumption of various amounts of alcohol and prior to the consumption of the Sure Shot Dietary Supplement

and then at 30 minutes, 45 minutes and one-hour intervals after consumption of the Sure Shot Dietary Supplement so we could assess the

efficacy of the Company’s R&D efforts at that point in time.

The Company also observed motor function skills such as walking,

balancing and speech at the same intervals following the consumption of 12 ounces of the Sure Shot Dietary Supplement.

The Company defined

and noted the significant improvement in each area by observing participants’ walk and whether a participant’s gait was unsteady,

or whether their balance was off while standing and whether their speech was clear or slurred.

The Company incurred research and development

expenses of $100,591 and $1,637,117 for the years ended December 31, 2022, and 2023, respectively.

and Marketing

primarily sell our products through e-commerce websites including Amazon.

To drive loyalty, word-of-mouth marketing, and sustainable

growth, we invest in customer experience and customer relationship management.

Our marketing investments are directed towards driving

profitable growth through advertising, public relations, and brand promotion activities, including digital platforms, sponsorships, collaborations,

brand activations, and channel marketing.

Additionally, we continue to invest in our marketing and brand development efforts by investing

capital expenditures on product displays to support our channel marketing via our retail partners.

We are currently speaking with Big

Box stores with the intention to launch end of the first quarter to early second quarter of 2024.

primarily sell our products through e-commerce websites including Amazon and through retail stores.

To drive loyalty, word-of-mouth marketing,

and sustainable growth, we invest in customer experience and customer relationship management.

Our marketing investments are directed

towards driving profitable growth through advertising, public relations, and brand promotion activities, including digital platforms,

sponsorships, collaborations, brand activations, and channel marketing.

Additionally, we continue to invest in our marketing and brand

development efforts by investing capital expenditures on product displays to support our channel marketing via our retail partners.

launched the Sure Shot Dietary Supplement in stores such as BevMo!

in the second quarter of 2024.

Manufacturing,

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and retailers, which allows us to lessen order fulfillment time, cut shipping costs, and improve inventory flexibility.

Entertainment

Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc.

to govern the separation of SRM and 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 and the

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

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

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

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

On August 14, 2023, SRM consummated its

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

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

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

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

Following such distribution, the Company owns 4.0 million of

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

Competitive Strengths

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we are confident in our ability to meet the ever-changing needs of the health and wellness market.

We believe that the Safety Shot Beverage

stands as a unique product in the dietary supplement beverage market.

Nevertheless, our competitive landscape includes many companies

involved in the production of health and welfare products, including beverages.

January 19, 2023, the Company entered into a Securities Purchase Agreement (the “PIPE Agreement”) with certain purchasers,

for the issuance of 8,631,574 common stock warrants (the “PIPE Offering”) at a price of $0.125 per warrant, comprised of

two common stock warrants (the “Common Warrants,”), each to purchase up to one share of Common Stock per Common Warrant with

an exercise price of $1.00 per share, with (a) 4,315,787 Common Warrants being immediately exercisable for three years following 6 months

from the closing of the PIPE Offering, and (b) 4,315,787 Common Warrants being immediately exercisable for five years following 6 months

from the closing of the PIPE Offering.

Concurrently to the PIPE Agreement, 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.

March 31, 2023 the Company entered into a Financial Advisory Agreement (“FSA”) with Greentree Financial Group, Inc.

certain professional services to the Company.

In connection with the FSA, the Company issued 500,000 restricted shares of its common

stock to Greentree.

July 10, 2023, the Company entered into an asset purchase agreement (the “Agreement”) with GBB Labs, Inc., a Delaware corporation

set up as an acquisition company (“Buyer”), GBB Drink Lab Inc., a Florida corporation (“Seller”), 2V Consulting

LLC, a Florida limited liability company, the Jarrett A Boon Revocable Trust Dated October 22, 2014, Gregory D.

Blackman, an individual

and Brothers Investment 7777, LLC.

Pursuant to the Agreement, the Buyer purchased certain assets relating to the Safety Shot Beverage

for a consideration comprising of:

(a) the sum of Two Hundred Thousand U.S.

Dollars (US $200,000) (the “Cash Purchase Price”);

and (b) 5,000,000 Common Shares (the “Consideration Shares” and together with the Cash Purchase Price, collectively, the

“Purchase Price”).

The asset purchase was closed on August 31, 2023.

filed Provisional Patent (CBD Formulations and Uses Thereof:

62/884,995) on a combination of CBD and Aspartame on August 8, 2019.

The patent is to cover any products that contain a combination of CBD and Aspartame.

This initially was intended to cover the products

under the CaniDermRX Brand.

The provisional patent application was converted into a full US patent application (No.:

16/987,941) and

PCT application (PCT/US2020/045408I) on August 9, 2020.

If issued, the patent will give patent protection until 2040.

The Company no

longer sells CaniDermRX products.

filed Provisional Patent (CBD Sunscreen Formulations and Uses Thereof:

63/005,854) on our CBD-infused sunscreen products on August

The patent is to cover any products under our CaniSun product line that contains CBD.

The priority date starts at the time the

provisional is converted into a full patent application, which occurred on April 6, 2021.

If issued, the patent will give patent protection

The Company no longer sells CaniSun products.

filed Provisional Patent (Oroanasal CBD formulations and uses thereof (No.:

63/042,458) on June 22, 2020.

This covers the use of CBD

products for the treatment of respiratory viruses.

We are not advancing these products as they contain CBD.

We believe that the Sure Shot Dietary

Supplement stands as a unique product in the liquid dietary supplement market.

Nevertheless, our competitive landscape includes many

companies involved in the production of health and welfare products, including beverages.

Agreement with Bigger Capital

January 20, 2025, the Company entered into the Bigger Settlement Agreement.

In exchange for a resolution to all issues and claims that

relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No.

Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following:

(i) pay Bigger Capital

(ii) issue a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the “Secured

Convertible Bigger Note”);

(iii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the “Convertible

Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”);

and (iv) 5,332,889 shares

of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an

exercise price of $0.4348 per share (the “Bigger Warrants”).

A significant shareholder of the Company and Bigger Capital

entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement.

The Bigger Settlement Agreement

is filed herein as Exhibit 10.32.

The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note

is filed herein as Exhibit 4.6.

Secured Convertible Bigger Note

Secured Convertible Bigger Note accrues interest on the unpaid principal amount therein at the rate of nine percent (9%) per annum from

January 20, 2025 until the earlier to occur of (i) the date such unpaid principal amount is paid in full, or (ii) the date such unpaid

principal amount is converted into shares of the Company’s common stock, in accordance with the terms hereof, and shall be computed

on the basis of a 360-day year for the actual number of days elapsed.

Interest accruing hereunder shall be paid either in cash or in

shares of the common stock.

the option of its holder, the holder of the Secured Convertible Bigger Note may convert all or any portion of the outstanding principal

amount of the Secured Convertible Bigger Note plus accrued and unpaid interest thereon, for a number of shares of common stock of the

Company equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of the Secured Convertible

Bigger Note plus the accrued and unpaid interest thereon being converted by the Secured Convertible Bigger Note Conversion Price (as

defined below) as of the applicable conversion date.

Convertible Bigger Note Conversion Price” means the lesser of (i) $0.5435 per share and (ii) the closing price of the Company’s

common stock, as reflected on Nasdaq.com, immediately preceding the date of Stockholder Approval (as defined below), subject to adjustment

as provided in the Secured Convertible Bigger Note.

Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor

entity) from the stockholders of the Company with respect to the transactions contemplated under the Secured Convertible Bigger Note

and the other Transaction Documents (as defined in the Secured Convertible Bigger Note), including, without limitation, the issuance

of all of the shares of common stock issuable thereunder, including in an amount that would, when aggregated with (i) the number of shares

issued upon any prior conversions of the Convertible Bigger Note, and (ii) the number of shares issued upon any prior exercises of the

Bigger Warrant, exceed 19.99% of the issued and outstanding Common Stock on January 20, 2025, at a price less than the market value of

the Company’s common stock on January 20, 2025.

Convertible Bigger Note

shall accrue on the unpaid principal amount of the Convertible Bigger Note at the rate of nine percent (9%) per annum from January 20,

2025 until the earlier to occur of (i) the date such unpaid principal amount is paid in full, (ii) the date such unpaid principal amount

is converted into shares of the Company’s common stock, in accordance with the terms of the Convertible Bigger Note, or (iii) the

date the Company otherwise satisfies its Repayment Obligation (as defined in Convertible Bigger Note) in respect of such outstanding

principal amount via an Alternative Payment Method (as defined in Convertible Bigger Note).

the maturity date of the Convertible Bigger Note, at the Company’s discretion, the Company will have the option to either (i) repay

the Convertible Bigger Note in full including any accrued interest, (ii) issue a $2,000,000 SAFE Note, or (iii) a $4.5 million convertible

note bearing a 9% interest rate, maturing on December 31, 2027 (the “Replacement Bigger Note”).

The form of the Replacement

Bigger Note is filed herein as Exhibit 4.8.

the option of its holder, the holder of the Convertible Bigger Note may convert all or any portion of the outstanding principal amount

of the Convertible Bigger Note plus accrued and unpaid interest thereon, for a number of shares of common stock of the Company equal

to the quotient obtained by dividing the dollar amount of such outstanding principal amount of the Convertible Bigger Note plus the accrued

and unpaid interest thereon being converted by the Convertible Bigger Note Conversion Price (as defined below) as of the applicable conversion

Bigger Note Conversion Price” means $0.5435 per share, subject to adjustment as provided under the Convertible Bigger Note.

Bigger Warrants

to the Bigger Settlement Agreement, the Company agreed to exchange the 1,650,050 warrants held by Bigger Capital for a total of 5,332,889

warrants exercisable for $0.43 (the latter warrants, the “Bigger Warrants”).

The Bigger Warrants contain customary adjustment

provisions and representation and warranties.

The Bigger Warrants are exercisable for a five year period following their issuance date.

The Bigger Warrants are filed herein as Exhibit 4.7.

to the Bigger Settlement Agreement, the Company shall promptly file a registration statement for shares of the Company’s Common

Stock equal to 150% of the shares initially issuable upon exercise of the Bigger Notes (the “Registrable Bigger Securities”),

which filing shall be no later than ten (10) business days after the execution of the Settlement Agreement.

The Company shall diligently

take all steps necessary for the registration statement to become effective as soon as practicable and shall thereafter maintain the

registration statement until the Registrable Bigger Securities are sold.

Upon receiving notification from the SEC that either the registration

statement relating to the Registrable Bigger Securities have received a “no review” from the SEC or that the SEC has no additional

comments to the registration statement, the Company will take all action necessary to ensure that the registration statement has been

declared effective within two business days of either such notification.

Agreement with Intracoastal Capital, LLC

January 14, 2025, the Company entered into the Intracoastal Settlement Agreement with Intracoastal Capital.

In exchange for a resolution

to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York,

New York County, Index No.

Pursuant to the Intracoastal Settlement Agreement, the Company agreed to issue to Intracoastal

Capital the following:

(i) shares of the Company’s common stock with a value of $875,000, as set forth below (the “Intracoastal

Settlement Shares”) and (ii) a settlement payment of $175,000.

The number of Intracoastal Settlement Shares shall be the greater

of the Initial Share Amount (as defined below) or the Adjusted Share Amount (as defined below).

Share Price” means the lesser of (i) the volume weighted average price of the Company on the five trading days prior to the day

that the registration statement registering the Intracoastal Settlement Shares becomes effective or (ii) the closing price for the Company

on the day prior to such registration statement becomes effective.

In such event, the Company shall deliver within two (2) business days

additional shares of common stock so that Intracoastal Capital receives, in total, an amount equal to 875,000 divided by the Adjusted

Share Amount” means an amount equal to 875,000 divided by the Initial Share Price.

The Initial Share Amount shall be subject to

adjustment if the Adjusted Share Price is lower than the Initial Share Price.

Share Price” means the lesser of the volume weighted average price for the Company, as reported on the Nasdaq, on the five trading

days prior to the execution of the Intracoastal Settlement Agreement, or (ii) the closing price of the Company, as reported on the Nasdaq

on the day prior to the execution of the Intracoastal Settlement Agreement.

Intracoastal Settlement Agreement is filed herein as Exhibit 10.33.

with Alta Partners, LLC

or about January 18, 2024, Alta Partners, LLC, (“Alta”) filed a lawsuit against the Company in the federal district court

for the Southern District of New York, case captioned, Alta Partners, LLC v.

Safety Shot, Inc.

24-cv-373 (S.D.N.Y.) (the “Litigation”).

The Litigation stems from the Company’s warrants to purchase shares of Company common stock and asserted causes of action for Breach

of Contract, Breach of the Implied Covenant of Good Faith and Fair Dealing and violation of Section 11 of the Securities Act of 1933.

The Litigation sought compensatory, general and liquated damages in an amount to be proven at trial.

On or about January 29, 2025, the

Company settled this litigation by agreeing to pay $350,000 in exchange for a release of all claims by Alta.

Agreement with Blue Capital S.A., LLC

January 18, 2025, the Company entered into a Consulting Agreement with Blue Capital S.A., LLC., a United Arab Emirates limited company

(“Blue Capital”) pursuant to which Blue Capital shall provide the Company with services as stated therein, for a period of

five (5) year term commencing on February 1, 2025.

The Company shall issue to Blue Capital 4,545,454 options to purchase shares of the

Company’s common stock, par value $0.001 (the “Common Stock”) at $0.44 per shares (the “Blue Capital Options”).

The Blue Capital Options shall vest in equal quarterly installments such that 2,272,727 Options shall vest on August 1, 2025, and 2,272,727

Blue Capital Options shall vest on February 1, 2026.

The Consulting Agreement with Blue Capital is filed as Exhibit 10.34.

2025 PIPE Investment

January 17, 2025, the Company entered into a Securities Purchase Agreement with one accredited investor for the purchase of 2,277,389

shares for gross proceeds of $1,000,000 at a price of $0.4391 per share, which reflects a 20% discount from the closing price of the

common stock on January 14, 2025.

The Securities Purchase Agreement is filed herein as Exhibit 10.35.

of Nasdaq Listing Deficiency

January 2, 2025, the Company received a notice from The Nasdaq Stock Exchange (“Nasdaq”) that the closing bid price for our

common stock had been below $1.00 per share for the previous 30 consecutive days, and that we are therefore not in compliance with the

minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (“Rule

5550(a)(2)”).

Nasdaq’s notice has no immediate effect on the listing or trading of our common stock on the Nasdaq Capital

notice indicates that we will have 180 calendar days, until July 1, 2025, to regain compliance with this requirement.

We can regain compliance

with the $1.00 minimum bid listing requirement if the closing bid price of our common stock is at least $1.00 per share for a minimum

of ten (10) consecutive business days during the 180-day compliance period.

the Company does not regain compliance during the initial compliance period, we may be eligible for an additional 180 day period to regain

To qualify, we would be required to meet the continued listing requirement for market value of our publicly held shares and

all other Nasdaq initial listing standards, with the exception of the minimum bid price requirement under Rule 5550(a)(2), and we would

need to provide written notice to Nasdaq of our intention to cure the deficiency during the second compliance period.

If it appears to

Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, we expect that Nasdaq will notify us that

our common stock will be subject to delisting.

We will have the right to appeal a determination to delist our common stock, and our common

stock would remain listed on The Nasdaq Capital Market until the completion of the appeal process.

intend to actively monitor the minimum bid price of our common stock and may, as appropriate, consider available options to regain compliance

with Rule 5550(a)(2), including undertaking a reverse stock split.

However, there can be no assurance that the Company will be able to

regain compliance with Rule 5550(a)(2).

Agreement with Yerbae Brands Corp.

January 7, 2025, the Company entered into a definitive Arrangement Agreement (the “Arrangement Agreement”) with Yerbaé

Brands Corp., (“Yerbaé”), a corporation organized under the laws of the Province of British Columbia, pursuant to

which, among other things, the Company will acquire all of the issued and outstanding common shares of Yerbaé (the “Arrangement”).

The Arrangement will be implemented by way of a plan of arrangement (the “Plan of Arrangement”) in accordance with the Business

Corporations Act (British Columbia) and is subject to approval by the Supreme Court of British Columbia (the “Court”), the

stockholders of the Company and the shareholders of Yerbaé, among other customary closing conditions for a transaction of this

nature and size.

Consideration

the terms and subject to the conditions of the Arrangement Agreement and the Plan of Arrangement, at the effective time of the Arrangement

(the “Effective Time”) all of the common shares of Yerbaé then issued and outstanding immediately prior to the Effective

Time (including the common shares of Yerbaé to be issued on the settlement of all of the performance share units and restricted

share units of Yerbaé, which will be settled immediately prior to the Effective Time) will be acquired by the Company in consideration

for the right to receive an aggregate of 20,000,000 shares of common stock of the Company (collectively, the “Consideration Shares”).

Each option (each a “Replaced Option”) to purchase common shares of Yerbaé outstanding immediately prior to the Effective

Time (whether or not vested) will be deemed to be exchanged for an option (“Replacement Option”) entitling the holder to

purchase shares of common stock of the Company.

The number of shares of common stock of the Company underlying each Replacement Option

will equal the number of common shares of Yerbaé underlying the corresponding Replaced Option multiplied by the exchange ratio.

The exercise price of each Replacement Option will equal the exercise price of the corresponding Replaced Option divided by the exchange

ratio and each Replacement Option will be fully vested.

In accordance with the respective terms of Yerbaé’s outstanding

warrants and debentures, the terms of each warrant and debenture of Yerbaé will entitle the holder thereof to receive, upon exercise

or conversion, as applicable, in substitution for the number of Yerbaé common shares subject to such warrant or debenture, a number

of shares of Company common stock.

In addition, if the Arrangement is consummated, the Company will pay up to $500,000 of Yerbaé’s

transaction expenses.

Representations

and Warranties;

to the Arrangement Agreement, each of the Company and Yerbaé made customary representations and warranties for transactions of

All of the representations and warranties of the Company and Yerbaé will expire and be terminated at the Effective

Each of the Company and Yerbaé have also agreed to be bound by certain covenants that are customary for transactions of

this type, including obligations of the parties during the period between the date of the execution of the Arrangement Agreement and

the Effective Time (the “Interim Period”) to, in all material respects, conduct their respective businesses in the ordinary

course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of the other

party, in each case, subject to certain exceptions and qualifications.

The covenants and agreements of the Company and Yerbaé

that by their terms are to be performed at or after the Effective Time shall, in each case, survive until fully performed.

respective obligations of each party to consummate the Arrangement are subject to the satisfaction or waiver of certain customary mutual

closing conditions, including (i) the issuance of the interim and final orders by the Court with respect to the Arrangement;

adoption by the requisite Yerbaé shareholders of a resolution approving the Arrangement (the “Yerbaé Shareholder

(iii) the approval by the requisite Company stockholders of the issuance of the Consideration Shares and an amended

and restated equity incentive plan reserving a number of shares of Company common stock equal to no less than 10% of the fully diluted

shares of Company common stock issued and outstanding immediately following the Effective Time (the “Company Stockholder Approval”);

(iv) the absence of any law or order prohibiting, rendering illegal or permanently enjoining the consummation of the Arrangement;

the obtainment of any regulatory approvals required in connection with the Plan of Arrangement, except for such approvals the failure

of which to obtain would not reasonably be expected to have a material adverse effect on the parties or would not materially impede or

delay the completion of the Arrangement;

(vi) the approval by the TSX Venture Exchange;

approval of the listing of the Consideration Shares by Nasdaq;

(viii) the exemption of the issuance of the Consideration Shares from

the registration requirements of the Securities Act, pursuant to Section 3(a)(10) thereof;

(ix) that the representations of the other

party in the Arrangement Agreement are true and correct as of the date of the Arrangement Agreement and the Effective Time (subject to

certain materiality qualifiers) and (x) that the other party will have complied in all material respects with its covenants in the Arrangement

Additionally,

the obligation of the Company to consummate the Arrangement is subject to the satisfaction or waiver of the following conditions, among

(i) that there will not have occurred during the Interim Period any material adverse effect with respect to Yerbaé;

that the Company shall have received Support Agreements (as defined below) from certain shareholders of Yerbaé representing not

less than 40.1% of the issued and outstanding common shares of Yerbaé (collectively, the “Supporting Yerbaé Shareholders”)

no later than 30 days following the date of the Arrangement Agreement (and such shareholders shall not have breached their obligations

or covenants thereunder in any material respect as of the Effective Time);

and (iii) that the Yerbaé shareholders shall have not

validly exercised and not withdrawn dissent rights with respect to more than 5% of the common shares of Yerbaé then outstanding.

obligation of Yerbaé to consummate the Arrangement is also conditioned upon (i) the Company appointing Todd Gibson to the board

of directors of the Company as of the Effective Time and (ii) that there will not have occurred during the Interim Period any material

adverse effect with respect to the Company.

Arrangement Agreement is filed herein as Exhibit 10.36.

Disbursement Agreement with Maxim Group LLC

December 6, 2024, the Company entered into an Equity Disbursement Agreement (the “Sales Agreement”) with Maxim Group LLC

(the “Sales Agent”) pursuant to which the Company may offer and sell, from time to time, in its sole discretion, shares of

its common stock, having an aggregate offering price of up to $5,000,000, subject to certain limitations on the amount of common stock

that may be offered and sold by the Company set forth in the Sales Agreement.

The Company is not obligated to make any sales of common

stock under the Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions

and the Company’s capital raising needs.

shares offered and sold in the at-the-market offering will be issued pursuant to the registration statement on Form S-3 (File No.

initially filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act on

September 28, 2022, and declared effective on November 9, 2022, and the prospectus supplement relating to the at-the-market offering

filed with the SEC on December 6, 2024, and any applicable additional prospectus supplements related to the at-the-market offering that

form a part of the registration statement.

Sales Agent may sell the shares of common stock by any method deemed to be an “at the market offering” as defined in Rule

415(a)(4) of the Securities Act, including sales made through Nasdaq, or any other trading market for the common stock, sales made to

or through a market maker other than on an exchange or through an electronic communications network, or in negotiated transactions pursuant

to terms set forth in a placement notice delivered by the Company to the Sales Agent under the Sales Agreement.

Upon delivery of a placement

notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts, consistent

with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of Nasdaq, to sell

the shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company.

The Sales Agent is not obligated to purchase any shares of common stock on a principal basis pursuant to the Sales Agreement.

Company will pay the Sales Agent a commission equal to 3.0% of the gross sales proceeds of any shares sold through the Sales Agent under

the Sales Agreement, and also has provided the Sales Agent with customary indemnification and contribution rights.

The Sales Agreement

contains customary representations and warranties and conditions to the placements of the shares pursuant thereto, obligations to sell

shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

Sales Agreement is filed as Exhibit 10.37.

and Exchange Agreement with Caring Brands, Inc.

September 24, 2024, the Company entered into a Separation and Exchange Agreement (the “Separation Agreement”) with Caring

Brands, Inc., a Nevada corporation (“CB Nevada”), Caring Brands, Inc, a Florida corporation (“CB Florida”) and

John, as the representative of the shareholders of CB Florida (the “Representative”).

The Company, along with the

other shareholders of CB, exchanged 100% of the issued and outstanding shares of common stock of CB Florida (the “Exchange”)

for the CB Nevada shares of common stock, including the 3,000,000 shares of CB Nevada common stock received by the Company.

to the Separation Agreement, the Company’s business segment that creates and sells innovative wellness consumer products industries

(the “CB Business”) along with the assets, intellectual property and liabilities related thereto were transferred to CB Nevada.

Separation Agreement is filed herein as Exhibit 10.38.

Agreement with Core 4 Capital Corp.

September 23, 2024, the Company entered into a Consulting Agreement with Core 4 Capital Corp.

(“Core 4 Consulting Agreement”),

a New York corporation (“Core 4 Capital Corp.”), pursuant to which Core 4 shall provide the Company with services as stated

therein, for a period of six (6) month term commencing on October 1, 2024.

The Company shall issue 1,250,000 shares of the Company’s

restricted stock.

This stock will vest in equal quarterly installments such that 625,000 shares shall vest on December 31, 2024, and

625,000 shares shall vest on March 31, 2025.

Company’s President, Jordan Schur is a 15% owner of Core 4 Capital Corp.

but is not an officer or director of this entity.

shareholders of Core 4 are also members of Mr.

Schur’s immediate family (but not dependents).

Core 4 Consulting Agreement is filed as Exhibit 10.39.

4 Capital Corp.

Stock Purchases

August 30, 2024, the Company entered into a Securities Purchase Agreement with Core 4 Capital Corp.

for the purchase of (i) 3,370,787

shares of the Company’s common stock at a price of $0.89 per share which was the closing price on August 29, 2024;

and (ii) 3,370,787

warrants to purchase shares of common stock at a price of $0.125 per warrant.

These warrants are exercisable for a period of five years

from the date of issuance and have an exercise price of $0.89.

The Company’s President, Jordan Schur, is a 15% owner of the Investor,

but is not an officer or director of such Investor.

Other shareholders of the Investor are also members of Mr.

Schur’s immediate

family (but not dependents).

The Company did not pay any commissions in connection with this offering and expects net proceeds of approximately

$3,421,348 from the offering.

This Securities Purchase Agreement is filed as Exhibit 10.40.

These warrants are filed as Exhibit 10.41.

June 27, 2024, the Company entered into a Securities Purchase Agreement with Core 4 Capital Corp.

for the purchase of 943,396 shares

of common stock of the Company at a price of $1.06 per share, which was the closing price on June 27, 2024).

The Company paid no commissions

in connection with this securities purchase and the net proceeds were approximately $1,000,000.

This Securities Purchase Agreement is

filed as Exhibit 10.42.

April 4, 2024, the Company entered into a Securities Purchase Agreement with Core 4 Capital Corp.

for the purchase of 2,369,668 shares

of the Company’s common stock to Core 4 Capital Corp.

at a price of $2.11 per share, which was the closing price on April 4, 2024.

The Company paid no commissions in connection with this securities purchase and net proceeds thereto were approximately $4,975,000.

Securities Purchase Agreement is filed as Exhibit 10.43.

Employment Agreements

Gulyas Employment Agreement

December 16, 2024, the Company entered into an employment agreement (“Gulyas Agreement”) with John Gulyas, pursuant to which

Gulyas will serve as the Company’s Executive Chairman of the board of directors.

The Agreement provides for (A) a $300,000

annual base salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted

stock award of 1,000,000 shares of Company’s common stock fully vested as of the date therein, an incentive bonus of $100,000 and

500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025,

(D) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue

of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits.

On or about March 3, 2025, the Company amended the Gulyas

Agreement by changing Section 5.

to read, Restricted Stock.

As part of his employment, Employee shall receive a grant of 1,000,000

shares of Company restricted common stock (the “RSUs”) as compensation for work performed in 2025 and 2026.

The 1,000,000

RSUs will start vesting on April 1, 2025, in quarterly increments over the following year as follows:

250,000 will vest on July 1, 2025;

250,000 will vest on October 1, 2025;

250,000 will vest on January 1, 2026, and 250,000 will vest on April 1, 2026.

Gulyas Agreement is filed herein as Exhibit 10.44.

Schur Employment Agreement

December 16, 2024, the Company entered into an employment agreement with Jordon Schur (the “Schur Agreement”), pursuant to

Schur will serve as the Company’s President.

The Agreement provides for (A) a $300,000 annual base salary paid in equal

installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 1,000,000 shares

of Company’s common stock fully vested as of the date therein, (C) an incentive bonus of $100,000 and 500,000 restricted shares

of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025, (D) an incentive bonus

of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $1,000,000 for

Q3 and Q4 of 2025, and (E) other customary employee benefits.

On or about March 3, 2025, the Company amended the Schur Agreement by changing

to read, Restricted Stock.

As part of his employment, Employee shall receive a grant of 1,000,000 shares of Company

restricted common stock (the “RSUs”) as compensation for work performed in 2025 and 2026.

The 1,000,000 RSUs will start vesting

on April 1, 2025, in quarterly increments over the following year as follows:

250,000 will vest on July 1, 2025;

250,000 will vest on

October 1, 2025;

250,000 will vest on January 1, 2026, and 250,000 will vest on April 1, 2026.

Schur Agreement is filed as Exhibit 10.45.

Boon Employment Agreement

December 16, 2024, the Company entered into an employment agreement with Jarrett Boon (the “Boon Agreement”), pursuant to

Boon will serve as the Company’s Chief Executive Officer.

The Boon Agreement provides for (A) a $300,000 annual base

salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock

award of 1,000,000 shares of Company’s common stock fully vested as of the date therein, (C) an incentive bonus of $100,000 and

500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025,

(D) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue

of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits.

On or about March 3, 2025, the Company amended the Boon

Agreement by changing Section 5.

to read, Restricted Stock.

As part of his employment, Employee shall receive a grant of 1,000,000

shares of Company restricted common stock (the “RSUs”) as compensation for work performed in 2025 and 2026.

The 1,000,000

RSUs will start vesting on April 1, 2025, in quarterly increments over the following year as follows:

250,000 will vest on July 1, 2025;

250,000 will vest on October 1, 2025;

250,000 will vest on January 1, 2026, and 250,000 will vest on April 1, 2026.

Boon Agreement is filed as Exhibit 10.46.

De Rosa Employment Agreement

April 22, 2024, the Company entered into an employment agreement with Danielle De Rosa (the “De Rosa Employment Agreement”),

pursuant to which Ms.

Rosa will serve as the Company’s Chief Financial Officer.

As consideration for her services, the Company

Rosa a salary of $250,000 per annum, which salary is payable bi-monthly.

Subject to suitable business conditions, Ms.

may receive a 5% pay increase payable to her at each one-year anniversary from the commencement of the De Rosa Employment Agreement.

The Company will also award 200,000 stock options to Ms.

Rosa, granted at a strike price equal to the closing market price on the date

De Rosa first starts to work for the Company as an independent consultant.

These stock options will vest on a quarterly basis,

in equal installments over three years.

The stock options will terminate on the fifth year anniversary of their date of issuance.

De Rosa Employment Agreement is filed as Exhibit 10.47.

of the date hereof, the Company owns five patents, including the patent (US 9,186,350 B2) and patent (US 10,028,991 B2) for the composition

of the Safety Shot Beverage used for minimizing the harmful effects associated with alcohol consumption.

Safety Shot Beverage:

production, distribution and sale in the United States of the Safety Shot Beverage is subject to various U.S.

federal, state and local

regulations, including but not limited to:

of the Sure Shot Dietary Supplement used for minimizing the harmful effects associated with alcohol consumption by supporting the metabolism

US 9,186,350 B2 (the “350 Patent”), relates to an early version of the Sure Shot Dietary Supplement and is owned

by the Company.

The 350 Patent is a utility patent that covers the United States jurisdiction and expired on December 25, 2023.

US 10,028,991

B2 (the “991 Patent”) is a continuation of the 350 Patent and relates to the Sure Shot Dietary Supplement and is owned by

The 991 Patent is a utility patent that covers the United States jurisdiction and expires on November 5, 2035.

In and around

September of 2024, the Company received a Notice of Allowance for a new patent U.S.

Patent Application No.

18/395,565 that relates to

current version of the Sure Shot Dietary Supplement.

On December 3, 2024, U.S.

12,156,878 (formerly U.S.

Patent Application

18/395,656) was granted.

This patent is a utility patent and covers the United States jurisdiction.

The Company owns three additional

patents that relate to legacy products that the Company neither currently sells nor has any plans to sell in the future.

Sure Shot Dietary Supplement:

production, distribution and sale in the United States of the Sure Shot Dietary Supplement is subject to various U.S.

federal, state

and local regulations, including but not limited to:

the Federal Food, Drug and Cosmetic Act (“FD&C Act”);

the Occupational Safety

and Health Act and various state laws and regulations governing workplace health and safety;

the Occupational

Safety and Health Act and various state laws and regulations governing workplace health and safety;

various environmental statutes;

Drinking Water and Toxic Enforcement Act of 1986 (“California Proposition 65”);

Safe Drinking Water and Toxic Enforcement Act of 1986 (“California Proposition 65”);

data privacy and personal data protection

1 unchanged sentence

number of other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising,

marketing, labeling, packaging, and ingredients of the Safety Shot Beverage.

marketing, labeling, packaging, and ingredients of the Sure Shot Dietary Supplement.

also may in the future be affected by other existing, proposed and potential future regulations or regulatory actions, including those

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Food and Drug Administration (the “FDA”) has regulations with respect to serving size information and

nutrition labeling on food and beverage products, including a requirement to disclose the amount of added sugars in such products.

Department of Agriculture promulgated regulations requiring that, by January 1, 2022, the labels of certain bioengineered foods

include a disclosure that the food is bioengineered.

These regulations may impact, reduce and/or otherwise affect the purchase and consumption

of our products by consumers.

ingredients in the Safety Shot Beverage are deemed Generally Recognized as Safe (GRAS) and align with FDA standards, permitting their

inclusion in supplements.

In the event that the FDA or any governmental agency identifies an ingredient or aspect of our product as unsafe,

we commit to promptly withdrawing that component in accordance with regulatory directives.

From a product and sales perspective, there

are no impediments or concerns raised by any governmental agency.

It is essential to note that the Safety Shot Beverage is classified

as a dietary supplement, exempt from the approval or filing requirements mandated for pharmaceutical drugs by the FDA or other regulatory

development of SS-100 concentrate for the treatment of acute alcohol poisoning will require filing an IND with the FDA for a clinical

program to demonstrate safety and efficacy, unlike Safety Shot Beverage which does not require FDA approval on grounds of being a dietary

supplement product.

process for obtaining Orphan Drug designation is to submit an application to the FDA that provides data (patient population;

of product) supporting the application.

The FDA will make a determination based on the data and whether it is unique against other drugs

in the same category already granted Orphan Drug status.

development and manufacturing of JW 500, JW 700, and Photocil are subject to various U.S.

federal, state and local regulations, including

but not limited to:

the Federal Food, Drug and Cosmetic Act (“FD&C Act”);

the Occupational Safety and Health Act and

various state laws and regulations governing workplace health and safety;

various environmental statutes.

JW 500, and JW700, are cosmetic

products and do not require pre-marketing approval but must follow the FDA guidelines on manufacturing.

We are fully compliant with these

Photocil is an OTC product and has received FDA approval for packaging and ingredients.

follows the FDA requirements, i.e.

manufacturing, labelling and components, for sunscreens.

laws related to CBD have undergone significant change.

From the passage of the Farm Bill to recent proclamations from the FDA the laws

and rules related to CBD procucts have changed.

As a result of the uncertainty regarding CBD rules, coupled with the reduced demand for

CBD products, the Company recently made a decision not to market or sell any further CBD products.

We had not generated any significant

revenues from the sale of CBD products.

we believe that our sunscreen products comply with the FDA Final Rule for sunscreen products under 21 CFR 352 Sunscreen products for

Over-the-Counter Human Use.

Therefore, we believe that our sunscreen products fall within the FDA monograph and that FDA premarket approval

and testing is not required.

Our products have been tested for SPF Evaluation (SPF rating), Critical Wave Length (Broad Spectrum claim)

and Water Resistance, each of which is defined within the monograph and labeled accordingly.

products are tested each time they are manufactured.

NoStingz is manufactured by DCR Labs and is compliant with the FDA’s Current

Good Manufacturing Practice (“CGMP”) regulations in accordance with 21 CFR 210/211 (required for Over-the-Counter drug products).

DCR Labs has self-imposed health and safety standards to ensure compliance with the FDA’s CGMPs.

as a result of uncertainty regarding government regulation, and a declining market for CBD products, the Company is no longer marketing

or selling any CBD related products, including our CaniSun sunscreen product.

are committed to producing exceptional therapeutic products for our customers, and our employees play a crucial role in realizing this

To keep advancing innovative products and remain competitive in our fast-paced and fiercely competitive market, it is essential

that we attract and retain talented and skilled employees.

To achieve this goal, we endeavor to provide a compensation and benefits package

that is competitive, cultivate a culture of inclusivity where everyone feels supported and empowered to excel, and create opportunities

for our staff to contribute to their communities and make a positive social impact..

of December 31, 2023, we had eight full-time employees.

nutrition labeling on food and beverage products, including a requirement to disclose the amount of added sugars in such products and

regulations about whether a product qualifies as a drug.

Further, the U.S.

Department of Agriculture promulgated regulations requiring

that, by January 1, 2022, the labels of certain bioengineered foods include a disclosure that the food is bioengineered.

These regulations

may impact, reduce and/or otherwise affect the purchase and consumption of our products by consumers.

ingredients in the Sure Shot Dietary Supplement are deemed Generally Recognized as Safe (GRAS) and align with FDA standards, permitting

their inclusion in supplements.

In the event that the FDA or any governmental agency identifies an ingredient or aspect of our product

as unsafe, we commit to promptly withdrawing that component in accordance with regulatory directives.

From a product and sales perspective,

there are no impediments or concerns raised by any governmental agency.

It is essential to note that the Sure Shot Dietary Supplement

is classified as a dietary supplement, exempt from the approval or filing requirements mandated for pharmaceutical drugs by the FDA or

other regulatory authorities.

of this prospectus, we had eight full-time employees.

We believe our relations with our employees to be good.

5 unchanged sentences

for an additional three years.

aim to provide our stakeholders with transparent and timely information on our company’s performance.

As such, we offer free access

to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any changes made to those reports

filed or furnished under Sections 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as

amended, through our website.

We make these reports available as soon as reasonably feasible after submitting them electronically to

SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding

issuers that file electronically with the SEC.

As part of the Separation Agreement, Caring Brands, Inc.

has agreed to assume to lease obligations upon

it reaching certain milestones.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business