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Item 3. Legal Proceedings

2025-03-28 compared with 2024-04-01 · 59 added, 71 removed, 46 unchanged (74% of the section changed)

LEGAL PROCEEDINGS

On November 30, 2023, Intracoastal

Capital, LLC (“Intracoastal”) filed a lawsuit against the Company in the New York County Supreme Court, alleging that (i)

the Company is in breach of a common stock warrant issued to Intracoastal on or about July 26, 2021, and (ii) that the Company should

be ordered by the court to deliver to Intracoastal 330,619 free trading shares of Company common stock (the “Litigation”).

The Litigation seeks compensatory damages in an amount no less than $2 million, in addition to liquidated damages and attorney’s

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.

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

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.

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

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.

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 “Intracoastal Litigation”).

The Intracoastal Litigation seeks compensatory damages in an amount no less than $2 million,

in addition to liquidated damages and attorney’s fees.

On January 14, 2025, the Company settled all issues and claims relating

to the Intracoastal Litigation pursuant to the terms of the Intracoastal Settlement Agreement.

Under the Intracoastal Settlement Agreement,

the Company agreed to issue to Intracoastal Capital the following:

(i) the Intracoastal Settlement Shares and (ii) a settlement payment

The number of Intracoastal Settlement Shares shall be the greater of the Initial Share Amount or the Adjusted Share Amount.

The Intracoastal Settlement Agreement is filed herein as Exhibit 10.33.

September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd.

12 unchanged sentences

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,

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.

The case was dismissed with prejudice by the federal district court for the Southern District of

New York on September 23, 2024.

On October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States

Court of Appeals for the Second Circuit.

The Company is awaiting the decision from the Court of Appeals for the Second Circuit.

February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd.

6 unchanged sentences

On March 8, 2024, Sabby filed an amended complaint.

The Company’s answer to the amended complaint

The Company has answered the amended complaint

is due on March 29, 2024.

3 unchanged sentences

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.

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.

January 16, 2024, 3i LP (“3i”), filed a lawsuit against the Company in the Supreme Court of the State of New York in the

8 unchanged sentences

will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

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.

Code Sections 17200 & 17500;

Inducement of Trespass;

and Trespass to Chattels.

Litigation seeks injunctive relief, profits resulting from the Company’s alleged infringement, the value of a Coachella beverage

sponsorship, costs of corrective advertising, attorney’s fees and punitive damages.

On or about February 26, 2024, the parties reached a settlement in this matter.

As part of the settlement, the Company

agreed to terminate all activities in connection with the Festival, and

stipulated to the entry of a permanent injunction and final judgment and a monetary payment that does not have a material adverse effect

on the Company’s financial position, results of operations or liquidity.

On January 10, 2024, Bigger Capital

(“Bigger”), filed a lawsuit against the Company in the Supreme Court for the State of New York, Case No.

(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.

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.

January 10, 2024, Bigger Capital Fund, L.P.

(“Bigger Capital”), filed a lawsuit against the Company in the Supreme Court

for the State of New York, Case No.

650148/2024 (the “Bigger Litigation”).

The Litigation stemmed 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.

Pursuant to the Bigger Litigation, Bigger capital sought compensatory

damages of $3 million, liquidated damages in an estimated amount of $4 million, specific performance, attorney’s fees and declaratory

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.

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

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

Safety Shot, Inc.

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

The Litigation

stems from the Company’s warrant to purchase shares of Company common stock and asserts causes of action for Breach of Contract

Breach of the Implied Covenant of Good Faith and Fair Dealing (in the alternative) and violation of Section 11 of the Securities Act of

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

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.

On or about January

29, 2025, the Company settled the Litigation by agreeing to pay $350,000 in exchange for a release of all claims by Alta.

Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course

3 unchanged sentences

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 3. Legal Proceedings