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 not 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, 2024, 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, 2024. 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, 2024 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. ITEM 9B. OTHER INFORMATION None . 32 Table of Contents 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 50 Chairman and Director Danielle De Rosa 47 Chief Financial Officer Jarrett Boon 54 Chief Executive Officer and Director David Sandler 55 Chief Operating Officer Jordan Schur 60 Director and President Richard Pascucci 50 Director Christopher Marc Melton 53 Director David J. Long 46 Director The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting companies: John Gulyas, Chairman and Director, has served as one of our directors since July 2023. Mr. Gulyas 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. Jarrett Boon, Chief Executive Officer and Director, has served as the director since October 2023 and was appointed as the Chief Executive Officer of the Company in February 2024. Mr. Boon 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. Mr. 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, Mr. Boon founded SW Promotions, a marketing and advertising company. SW Promotions and its 400 employees were acquired by one of its publicly traded partners. Jordan Schur, Director and President, has served as Director and President of the Company since March of 2024. In 2006, He has worked as the Chief Executive Officer and Chairman of Suretone Entertainment Group since 2006, as well as the Chief Executive Officer of Mimram Shur Pictures. Mr. Schur has held influential positions at various studios and record companies, overseeing artists like Snoop Dogg, Nirvana and Guns and Roses. His achievements include re-launching Geffen Records and boosting its revenue to over $1 billion, as well as founding the successful Flip Records. In the film sector, Mr. Schur co-founded Mimran Schur Pictures and Suretone Pictures, producing notable films such as “Warrior,” which earned an Academy Award nomination, and “Stone.” His entrepreneurial ventures also include Suretone Entertainment, which encompasses record labels and management companies that have made significant cultural impacts. In addition, Mr. Schur co-founded film production company Mimran Schur Pictures in 2007. Mr. Schur worked as the President of Geffen Records/UMG from January 1999 to June of 2007. Under Mr. Schur’s oversight, Geffen Records achieved over $1 billion in revenue while becoming a consistent global market share leader for Universal Music Group. Mr. Schur has a Bachelor of Arts degree from Boston College. 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. 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. 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. David Long , Director , has served as one of our directors since March 2024. Mr. Long 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. 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, 2024. Board Composition Director Independence Our business and affairs are managed under the direction of our Board, which consist of six 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 Messrs. Melton, Pascucci, and Long 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 6 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 6 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction N/A LGBTQ+ Did Not Disclose Demographic Background 35 Table of Contents 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 Messrs. Melton, Pascucci and Long, 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. 36 Table of Contents Compensation Committee Our compensation committee consists of Messrs. Melton, Pascucci and Long with Mr. Long 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, Pascucci and Long with Mr. Pascucci 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. 37 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 19.1. 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, 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 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. 38 Table of Contents 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 Pascucci, 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 Our principal executive officer and our two other most highly compensated executive officers during the fiscal years indicated below. Current Officers and Directors Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) All Other Compensation ($) Total Compensation ($) Jarrett Boon (1)(5) Chief Executive Officer 2024 $ 150,000 $ $ - $ 1,504,454 $ 25,000 $ 1,679,454 Jordan Schur (2) President 2024 $ 245,000 $ - $ 810,833- $ - $ - $ 1,055,833 John Gulyas (3)(5) Chairman of the Board 2024 $ - $ - $ - $ 1,504,454 $ 25,000 $ 1,529,454 Danielle DeRosa (4) Chief Financial Officer 2024 $ 145,833 $ - $ - $ 214,814 $ - $ 360,647 David Sandler (8) Chief Operating Officer 2024 $ $ $ $ $ $ 1. Mr. Boon has served as Chief Executive Officer since February 2024 and served as a Director since October 2023. 2. Mr. Schur has served as President and Director since March 2024. 3. Mr. Gulyas has served as a Director since July 2023. 4. Ms. DeRosa has served as Chief Financial Officer since April 2024. 5. Mr. Boon and Mr. Gulyas were each paid $25,000 in Director fees during 2024. 6. Option Rewards represents the fair value of the options granted during the period calculated using the Black-Scholes formula. 7. Stock Awards are valued using the market price on the date of grant. 8. Mr. Sandler has served as Chief Operating Officer since March 2024. Former Officers and Directors Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) All Other Compensation ($) (4) Total Compensation ($) Brian S. John (1)(3) Former Chief Executive Officer 2023 $ 293,958 $ 159,000 $ - $ $ 25,000 $ 477,958 Dr. Glynn Wilson (2) Former Chairman of the Board and Chief Science Officer 2023 $ 179,375 $ - $ - $ $ 25,000 $ 204375 Markita Russell - - - - - Former Chief Financial Officer 2023 $ 93,750 $ - $ - $ - $ - $ 93,750 1. Mr. John was appointed as Chief Executive Officer on October 28, 2018 and resigned from his position on February 28, 2024. 2. Dr. Wilson was appointed as a director in November 2018 and as Chairman on October 15, 2019 and resigned from his position on February 28, 2024. 3. Mr. John’s employment agreement called 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. 4. Mr. John and Dr. Wilson were each paid $25,000 in Director fees during 2023. Employment Agreements with Named Officers John Gulyas Employment Agreement On December 16, 2024, the Company entered into an employment agreement (“Gulyas Agreement”) with John Gulyas, pursuant to which Mr. 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. b. 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. The Gulyas Agreement is filed herein as Exhibit 10.44. 39 Table of Contents Jordon Schur Employment Agreement On December 16, 2024, the Company entered into an employment agreement with Jordon Schur (the “Schur Agreement”), pursuant to which Mr. 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 Section 5. b. 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. The Schur Agreement is filed as Exhibit 10.45. Jarrett Boon Employment Agreement On December 16, 2024, the Company entered into an employment agreement with Jarrett Boon (the “Boon Agreement”), pursuant to which Mr. 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. b. 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. The Boon Agreement is filed as Exhibit 10.46. Danielle DeRosa Employment Agreement On April 22, 2024, the Company entered into an employment agreement with Danielle DeRosa (the “DeRosa Employment Agreement”), pursuant to which Ms. DeRosa will serve as the Company’s Chief Financial Officer. As consideration for her services, the Company will pay Ms. DeRosa a salary of $250,000 per annum, which salary is payable bi-monthly. Subject to suitable business conditions, Ms. DeRosa may receive a 5% pay increase payable to her at each one-year anniversary from the commencement of the DeRosa Employment Agreement. The Company will also award 200,000 stock options to Ms. DeRosa, granted at a strike price equal to the closing market price on the date that Ms. DeRosa 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. The DeRosa Employment Agreement is filed as Exhibit 10.47. 40 Table of Contents Employment Agreements with Senior Management Stock Incentive Plan On January 17, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”), an omnibus equity incentive plan pursuant to which the Company may grant equity-linked awards to officers, directors, consultants and others and on July 31, 2024, the Shareholders ratified the 2024 Plan. . The 2024 Equity Incentive Plan was adopted as a means to offer incentives and attract, motivate and retain and reward persons eligible to participate in the 2024 Plan. Summary of 2024 Equity Incentive Plan Administration. The Board of Directors has the sole authority to grant options or restricted stock. The authority to manage the operation of and administer the Plan shall be vested in the Compensation Committee. The Committee shall consist of two or more directors who are (i) “Independent Directors” (as such term is defined under the rules of the NASDAQ Stock Market) and (ii) “Non-Employee Directors” (as such term is defined in Rule 16b-3), which shall serve at the pleasure of the Board. The Board or the Committee administering the plan shall have full power and authority to designate recipients of options and restricted stock, and to determine the terms and conditions of the respective option and restricted stock agreements (which need not be identical) and to interpret the provisions and supervise the administration of the Plan. Eligibility. The persons eligible for participation in the 2024 Equity Incentive Plan as recipients of options or restricted stock shall include directors, officers and employees of, and consultants and advisors to, the Company or any Subsidiary; provided that incentive options may only be granted to employees of the Company and any Subsidiary. Awards. A maximum of 15,000,000 shares of the Company’s common stock, par value $0.001 per share shall be subject to the Plan. The shares of common stock subject to the Plan shall consist of unissued shares, treasury shares or previously issued shares held by any Subsidiary of the Company, and such number of shares of common stock shall be and is hereby reserved for such purpose. Options. The purchase price of each share of common stock purchasable under an incentive option shall be determined by the Committee at the time of grant but shall not be less than 100% of the Fair Market Value of such share of common stock on the date the option is granted. The term of each option shall be fixed by the Committee, but no option shall be exercisable more than ten years after the date such option is granted and in the case of an incentive option granted to an optionee who, at the time such incentive option is granted, owns (within the meaning of Section 424(d) of the code) more than 10% of the total combined voting power of all classes of stock of the company or of any subsidiary, no such incentive option shall be exercisable more than five years after the date such incentive option is granted Change of Control. Upon the occurrence of a change in control the Committee may accelerate the vesting of outstanding restricted stock, in whole or in part, as determined by the Committee, in its sole discretion. Outstanding Equity Awards at Fiscal Year-End The were no equity awards outstanding as of December 31,2024. 41 Table of Contents Director Compensation The following table sets forth the amounts paid to Directors during the years ended December 31, 2024 and 2023. Directors 2024 2023 John Gulyas $ 25,000 - Jarrett Boon $ 25,000 - Jordan Schur $ 25,000 - Richard Pascucci $ 25,000 - Christopher Marc Melton $ 25,000 - David J. Long $ 25,000 - Brian John (former) $ 25,000 Dr. Skender Fani (former) $ 25,000 Glynn Wilson (former) $ 25,000 Hector Alila (former) $ 25,000 Nancy Torres (former) $ 25,000 Christopher Melton $ 25,000 Gary Herman (former) $ 25,000 $ 175,000 Agreements with Directors Chris Melton 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. David J. Long On March 11, 2024 (the “Long Execution Date”), we entered into an independent director’s agreement with David Long, pursuant to which Mr. Long shall serve as one of our directors and our Audit Committee, Compensation Committee, and Nominating Committee (the “Long Agreement”). Pursuant to the Long Agreement, we shall pay Mr. Long $25,000 per annum. Additionally, we shall issue to Mr. Long an option to purchase 50,000 shares of our common stock on the Long Execution Date and for each additional year Mr. Long serves as a director (the “Long Options”). The Long Options shall have a three (3) year term and an exercise price equal to the market price per share of the Company common stock as of the date of the Long Agreement and shall be issued on each anniversary date of his election. Richard Pascucci 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 and our Audit Committee, Compensation Committee, and Nominating Committee (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 50,000 shares of our common stock on the Pascucci 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 equal to the market price per share of the Company common stock as of the date of the Pascucci Agreement and shall be issued on each anniversary date of his election. 42 Table of Contents On March 7, 2024, the Company entered into a director’s agreement with Mr. Schur (the “Schur Agreement”). Pursuant to the Schur 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 xx, 2025. 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. The beneficial ownership of shares of common stock is calculated based on 86,683,391 shares of common stock, which includes 12,268,507 shares of Common Stock issued and outstanding, stock options of 8,861,000 held by beneficial owners and warrants of 3,370,787 held by a beneficial owner as of March 25, 2025. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock. Name of Beneficial Owner Shares of Common Stock Beneficially Owned % of Shares of Common Stock Beneficially Owned Directors and Officers: Jordan Schur(1) Director 1,550,000 1.79 % Danielle De Rosa (2) Chief Financial Officer 200,000 0.23 % Jarrett Boon (3) Chief Executive Officer 4,917,000 5.67 % John Gulyas (4) Chairman and Director 4,867,667 5.62 % Richard Pascucci (5) Director 120,000 0.14 % Christopher Melton (6) Director 141,000 0.16 % David J. Long(7) Director 150,000 0.17 % David Sandler(8) Chief Operating Officer 750,000 0.87 % All officers and directors (9 persons) 12,695,667 14.65 % (1) Includes 1,050,000 shares issuable upon exercise of options. (2) Includes 200,000 shares issuable upon exercise of options. (3) Includes 3,250,000 shares issuable upon exercise of options. (4) Includes 3,200,000 shares issuable upon exercise of options. (5) Includes 120,000 shares issuable upon exercise of options. (6) Includes 141,000 shares issuable upon exercise of options. (7) Includes 150,000 shares issuable upon exercise of options (8) Includes 750,000 shares issuable upon exercise of options 43 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. 44 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, 2024 and 2023, 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. Gly nn, 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. 45 Table of Contents 10.7 Employment Agreement with Dr. Gly nn 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 Ay ako 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. 10.20 License and Purchase Agreement by and between Safety Shot Inc. and Elite Health Partners dated February 21, 2024, incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K, filed with the SEC on February 22, 2024. 10.21 Transition Advisory Agreement between the Company and Brian John dated March 1, 2024, incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Current Report Form 8-K, filed with the SEC on March 1, 2024. 10.22 Omnibus Agreement between the Company and Brian John and Dr. Glynn Wilson dated March 1, 2024, incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Current Report Form 8-K, filed with the SEC on March 1, 2024. 10.23 Director Agreement between the Company and Jordan Schur dated March 13, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on March 13, 2024. 10.24 Independent Director Agreement between the Company and David Long dated March 11, 2024, incorporated by reference to Exhibit 10.2 on Current Report Form 8-K, filed with the SEC on March 13, 2024. 10.25 Employment Agreement between the Company and Jordan Schur dated March 13, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on March 13, 2024. 10.26 Securities Purchase Agreement dated April 4, 2024, incorporated by reference to Exhibit 10.01 on Current Report Form 8-K, filed with the SEC on April 5, 2024. 10.27 Registration Rights Agreement dated April 4, 2024, incorporated by reference to Exhibit 10.02 on Current Report Form 8-K, filed with the SEC on April 5, 2024. 10.28 Employment Agreement between Danielle De Rosa and the Company dated April 22, 2025, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on April 26, 2024. 10.29 Option Agreement between Danielle De Rosa and the Company dated April 22, 2025, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on April 26, 2024. 10.30 Securities Purchase Agreement between the Company and Jordan Schur dated June 27, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on June 27, 2024. 10.31 Securities Purchase Agreement between the Company and Jordan Schur dated August 30, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on September 5, 2024. 10.32 Form of Common Stock Warrant, incorporated by reference to Exhibit 10.2 on Current Report Form 8-K, filed with the SEC on September 5, 2024. 10.33 Securities Purchase Agreement between the Company and an accredited investor dated September 24, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on September 24, 2024. 10.34 Consulting Agreement between the Company and Cor 4 Capital Corp., dated September 23, 2024, incorporated by reference to Exhibit 10.2 on Current Report Form 8-K, filed with the SEC on September 24, 2024. 10.35 Form of Separation and Exchange Agreement between the Company and Caring Brands, Inc. dated September 24, 2024, incorporated by reference to exhibit 10.3 of the Company’s Current Report Form 8-K, filed with the SEC on September 24, 2024. 10.36 Equity Disbursement Agreement dated December 6, 2024, incorporated by reference to exhibit 10.1 of the Company’s Current Report Form 8-K, filed with the SEC on September 24, 2024 10.37 Employment Agreement between the Company and John Gulyas incorporated by reference to exhibit 10.1 of the Company’s Current Report Form 8-K, filed with the SEC on December 16, 2024 10.38 Employment Agreement between the Company and Jordan Schur incorporated by reference to exhibit 10.2 of the Company’s Current Report Form 8-K, filed with the SEC on December 16, 2024 10.39 Employment Agreement between the Company and Jarrett Boon incorporated by reference to exhibit 10.3 of the Company’s Current Report Form 8-K, filed with the SEC on December 16, 2024 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. 19.1* Insider Trading Policy 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 *Filed herewith. 46 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 March 28, 2025. 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) March 28, 2025 Jarrett Boon /s/ Danielle De Rosa Chief Financial Officer (principal financial and accounting officer) March 28, 2025 Danielle De Rosa /s/ David Sandler Chief Operating Officer March 28, 2025 David Sandler /s/ John Gulyas Chairman March 28, 2025 John Gulyas /s/ Christopher Marc Melton Director March 28, 2025 Christopher Marc Melton /s/ Jordan Schur Director and President March 28, 2025 Jordan Schur /s/ Richard Pascucci Director March 28, 2025 Richard Pascucci /s/ David Long Director March 28, 2025 David Long 47 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, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-4 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 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, 2024 and 2023, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the two-year period ended December 31, 2024, 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, 2024 and 2023, and the results of its consolidated operations and its cash flows for the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. 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 Matter The critical audit matter communicated below are matter 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 audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating he critical audits matter below, providing separate opinions on the critical audits matter or on the accounts or disclosures to which they relate. Evaluation of Intangible Assets As discussed in Note 2 and 8 to the consolidated financial statements, the Company acquired intangible assets through an asset purchase agreement in 2023. At each reporting period, certain intangible assets are required to be assessed annually for impairment based on the facts and circumstances at that time. Auditing management’s evaluation of intangible assets can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not easily able to be substantiated. Given these factors and due to significant judgements made by management, the related audit effort in evaluating management’s judgments in evaluation of intangible assets required a high degree of auditor judgment. The procedures performed included evaluation of the methods and assumptions used by the Company, tests of the data used and an evaluation of the findings. We evaluated and tested the Company’s significant judgments that determine the impairment evaluation of intangible assets. /s/ M&K CPAS, PLLC www.mkacpas.com We have served as the Company’s auditor since 2019. The Woodlands, Texas March 28, 2025 F- 2 Table of Contents Safety Shot, Inc. Consolidated Balance Sheets December 31, 2024 and 2023 2024 2023 Assets Cash $ 348,816 $ 3,833,349 Marketable Securities 54,720 842,976 Inventory 233,510 795,824 Accounts and other receivables 283,561 5,585 Prepaid expenses and deposits 920,189 1,469,733 Investment in Yerbae Brands 225,000 - Investment in SRM & Affiliates 3,000 657,183 Other current assets - 86,174 Note Receivable 511,557 - Total current assets 2,580,353 7,690,824 Right of Use assets 299,722 479,027 Intangible assets, net of amortization 4,364,321 4,511,057 Fixed assets, net of depreciation 94,007 28,272 Total assets $ 7,338,403 $ 12,709,180 Liabilities and Shareholders’ Equity Accounts payable $ 2,218,810 $ 1,493,809 Convertible notes 5,250,000 1,500,000 Current portion of lease liability 212,964 214,752 Accrued expenses 1,433,245 269,152 Accrued liabilities 234,360 60,450 Covid-19 SBA Loan 47,928 48,974 Total current liabilities 9,397,307 3,587,137 Long-term portion lease liability 114,148 304,907 Total liabilities 9,511,455 3,892,044 Preferred stock, $ 0.001 par value, 100,000 shares authorized, of which none are issued and outstanding - - Common stock, $ 0.001 par value, 250,000,000 shares authorized, of which 62,640,314 and 45,634,154 shares were issued and outstanding as of December 31, 2024 and 2023 62,640 45,634 Additional paid-in capital 110,856,719 73,726,987 Common stock payable 1,997,936 725,230 Accumulated deficits ( 115,090,347 ) ( 65,680,715 ) Total Shareholders’ Equity (Deficit) ( 2,173,052 ) 8,817,136 Total Liabilities and Shareholders’ Equity $ 7,338,403 $ 12,709,180 The accompanying notes are an integral part of these financial statements. F- 3 Table of Contents Safety Shot, Inc. (Formerly known as Jupiter Wellness, Inc .) Consolidated Statement of Operations For the Years Ended December 31, 2024 and 2023 2024 2023 Revenue Sales $ 701,967 $ 202,670 Cost of Sales 3,147,724 277,127 Gross profit (loss) from continuing operations ( 2,445,757 ) ( 74,457 ) Operating expense General and administrative expenses 39,611,915 12,524,869 Total operating expenses 39,611,915 12,524,869 Other income / (expense) Interest income 57,602 57,340 Interest expense ( 175,927 ) ( 171,433 ) Other income / (expense) ( 5,373,426 ) ( 1,243,676 ) Unrecognized gain / (loss) on equity investment ( 862,407 ) ( 864,418 ) Total other income (expense) ( 6,354,158 ) ( 2,222,187 ) Net (loss) from continuing operations $ ( 48,411,830 ) $ ( 14,821,513 ) Income (loss) from discontinued operations ( 997,802 ) ( 261,528 ) Net (loss) $ ( 49,409,632 ) $ ( 15,083,041 ) Deemed Dividend ( 2,293,301 ) - Loss attributable to shareholders $ ( 51,702,933 ) ( 15,083,041 ) Net (loss) per share: Basic $ ( 0.91 ) $ ( 0.49 ) Diluted $ ( 0.91 ) $ ( 0.49 ) Loss per share attributed to common shareholders $ ( 0.95 ) $ - Weighted average number of shares Basic 54,441,190 30,877,804 Diluted 54,441,190 30,877,804 The accompanying notes are an integral part of these financial statements. F- 4 Table of Contents Safety Shot, Inc. (Formerly known as Jupiter Wellness, Inc .) Consolidated Statement of Changes in Shareholders’ Equity For the Years Ended December 31, 2024 and 2023 Shares Amount Shares Amount Payable Capital Deficits Total Treasury Shares Common Stock Common Stock Additional Paid Accumulated Shares Amount Shares Amount Payable In Capital Deficits Total Balance December 31, 2022 - - 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 Shares issued in Private Placements for cash - - 8,130,837 8,131 - 10,617,388 - 10,625,519 Shares issued for services - - 2,727,436 2,727 642,750 3,431,573 - 4,077,050 Shares issued -payable for settlement - - - 875,000 - - 875,000 Shares issued for employee bonus - - 750,000 750 - 1,042,500 - 1,043,250 Shares issued for option exercises - - 153,000 153 - 75,847 - 76,000 Shares issued for Warrant conversions - - 2,996,127 2,996 - 3,959,718 - 3,962,714 Deconsolidation of Caring Brands 943,722 943,722 Shares issued from Stock in connection with extinguishment of convertible notes - - 2,248,760 2,249 ( 245,044 ) 2,045,229 - 1,802,434 Fair value of options granted - - - - - 15,013,755 - 15,013,755 Issuance of Warrants - - - - - 2,293,301 - 2,293,300 Deemed Dividends - - - - - ( 2,293,301 ) - ( 2,293,300 ) Net Loss - - - - - - ( 49,409,632 ) ( 49,409,632 ) Balance December 31, 2024 - - 62,640,314 $ 62,640 $ 1,997,936 $ 110,856,719 $ ( 115,090,347 ) $ ( 2,173,052 ) Balance - - 62,640,314 $ 62,640 $ 1,997,936 $ 110,856,719 $ ( 115,090,347 ) $ ( 2,173,052 ) The accompanying notes are an integral part of these financial statements. F- 5 Table of Contents Safety Shot, Inc. (Formerly known as Jupiter Wellness, Inc .) Consolidated Statement of Cash Flows For the Years Ended December 31, 2024 and 2023 2024 2023 Cash flows from continuing operating activities: Net (loss) $ ( 48,411,830 ) $ ( 14,821,513 ) Depreciation & Amortization 428,828 214,142 Gain on sale of fixed assets - ( 23,308 ) Fair value of stock-based compensation 5,120,300 1,118,155 Fair value of options issued for services 15,013,755 108,263 Fair value of warrants issued for services - 910,663 Fair value of shares issued from Convertible note extinguishment ( 84,219 ) 1,120,333 Unrealized loss on equity investment 599,155 864,418 Realized gain/loss on sale of marketable securities 269,723 ( 238,834 ) Unrealized loss on marketable securities 101,088 1,511,488 Bad debt expense 89,328 7,022 Gain on sale of SRM stock ( 431,972 ) - Accrued losses on settlements 7,389,092 - Adjustment to reconcile net income to net cash provided by (used in) operating activities Prepaid expenses and deposits 635,718 ( 1,045,861 ) Right of Entry asset 179,305 164,950 Accounts receivable ( 367,304 ) 367,024 Inventory 562,314 ( 608,004 ) Other assets - ( 86,174 Accounts payable 725,001 ( 255,750 ) Accrued expenses 284,517 141,842 Lease liability ( 192,547 ) ( 164,170 ) Net cash (used in) continuing operating activities ( 18,089,748 ) ( 10,715,314 ) Cash flows from discontinued operating activities: Income (loss) from discontinued operations ( 997,802 ) ( 261,528 ) Reclassification of assets and liabilities to held for sale - 863,065 Cash provided from discontinued operations ( 997,802 ) 601,537 Cash flows from investing activities: Cash paid for purchase of assets ( 87,162 ) ( 106,153 ) Cash paid for investment ( 739,557 ) - 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 490,000 869,834 Net change to value of marketable securities - 467,966 Cash paid for intangible assets 417,445 - Purchase of equipment ( 85,665 ) - Proceeds from sale of assets - 39,100 Net cash (used in) investing activities ( 4,939 ) ( 330,047 ) Cash flows from financing activities: Cash received upon exercise of options 76,000 - Cash received upon warrant conversions 3,962,714 13,456,912 Deconsolidation of subsidiary 943,722 - Shares issued for private placements 10,625,519 - Loans to affiliates - ( 699,952 ) Borrowings on debt - 199,097 Payments on debt - ( 156,436 ) Net cash (used in) provided by financing activities 15,607,955 12,799,621 Net increase (decrease) in cash and cash equivalents ( 3,484,534 ) 2,355,797 Cash and cash equivalents at the beginning of the period 3,833,349 1,477,552 Cash and cash equivalents at the end of the period $ 348,816 $ 3,833,349 SUPPLEMENTAL CASH FLOW INFORMATION: Non-cash items: Reclassification of Held to Maturity investments to Marketable Securities $ - $ 3,417,100 Shares issued from stock payable for services $ 113,500 $ 192,000 Shares issued for GBB asset purchase $ 175,000 $ 2,468,500 Reclassification for SRM Ltd deconsolidation $ - $ 146,800 Conversion of promissory note for common stock $ 1,542,457 $ 500,000 Common stock issued from stock payable on extinguishment of debt $ 245,044 - Common stock issued from stock payable on convertible note $ 344,196 $ - The accompanying notes are an integral part of these 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, 2024 and 2023 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 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. 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. Segment Reporting The Company operates as a single reportable segment. The Chief Operating Decision Maker (CODM) (our CEO, Jarrett Boon) reviews the financial performance of the company on a consolidated basis and makes decisions regarding resource allocation at that level. As a result, the company has determined that it operates in a single operating segment in accordance with Accounting Standards Codification (ASC) 280, Segment Reporting . The company’s product is a dietary drink supplement. Revenues from external customers are derived from e-commerce, distributors, and direct to retail consumers. The company only operates in the United States. Going Concern Consideration As of December 31, 2024 and 2023, the Company had accumulated deficits of $ 115,090,347 and $ 65,680,715 , respectively, and cash flow used in operations of $ 18,089,748 and $ 10,715,314 for the years ended December 31, 2024 and 2023. The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. At December 31, 2024 and 2023, the Company had $ 348,816 and $ 3,833,349 , respectively, in cash and working capital of a negative $ 6,816,953 and a positive $ 4,303,687 , 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. Effective September 24, 2024, the Company sold Caring Brands Inc., (“CBI”) a wholly owned subsidiary. Financial statements preceding the effective date of the sale have been reclassified to reflect the respective CBI assets and liabilities as being held for sale and the operations of CBI 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, 2024 and 2023. 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. In connection with the re-branding and marketing of the Sure Shot beverage and change in the size of the individual cans from a 12 oz can to a 4oz can, the Company wrote off a total of $ 2,269,580 of inventory, consisting of finished products, labels, packaging, containers, etc. during the year ended December 31, 2024. During the year ended December 31, 2023, the Company had expired inventory write-downs of $ 23,794 . 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. Sale of SRM Entertainment, Inc. 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 owned 4.5 million of the 9,450,000 shares of common stock outstanding of SRM. At December 31, 2024, the Company held 2,613,342 shares of SRM (less than 20 %) which are considered marketable securities. F- 9 Table of Contents 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. 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 2024 2023 For the Year Ended December 31, 2024 2023 Numerator: Net (loss) from continuing operations $ ( 48,411,830 ) $ ( 14,821,513 ) Income (loss) from discontinued operations ( 997,802 ) ( 261,528 ) Net (loss) $ ( 49,409,632 ) $ ( 15,083,041 ) Deemed Dividend ( 2,293,301 ) - Loss attributable to shareholders $ ( 51,702,933 ) ( 15,083,041 ) Denominator: Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period 54,441,190 30,877,804 Denominator for diluted earnings per share 54,441,190 30,877,804 Basic (loss) per share $ ( 0.91 ) $ ( 0.49 ) Diluted (loss) per share $ ( 0.91 ) $ ( 0.49 ) Loss per shares attributed to common shareholders $ ( .95 ) - 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 fulfils 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- 10 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, 2024 and 2023, 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. 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. 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, 2024 and 2023 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 $ 271,719 and $ 100,591 for the years ended December 31, 2024, and 2023, respectively. F- 11 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, 2024 and 2023 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $ 14,660,582 and $ 8,658,484 less a valuation allowance in the amount of approximately $ 14,660,582 and $ 8,658,484 . 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- 12 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. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, enhancing segment reporting requirements under ASC 280. This ASU aims to provide investors with more detailed information about a public entity’s reportable segments, including those with a single reportable segment. The Key Provisions include : 1. Enhanced Expense Disclosures: Public entities must now disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included in each reported measure of segment profit or loss. 2. Disclosure of Other Segment Items: Entities are required to disclose an amount for “other segment items” by reportable segment, representing the difference between reported segment revenues and the sum of significant segment expenses and the reported measure of segment profit or loss. A qualitative description of the composition of these other segment items is also required. 3. Interim Reporting Requirements: All annual disclosures about a reportable segment’s profit or loss and assets, including the new disclosures introduced by ASU 2023-07, must now be provided in interim periods as well. 4. Single Reportable Segment Entities: Public entities with a single reportable segment are explicitly required to provide all segment disclosures mandated by ASC 280, including those introduced by ASU 2023-07. This clarification ensures that users receive comprehensive information about the entity’s operations and performance. 5. Disclosure of CODM Information: Entities must disclose the title and position of the CODM and explain how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and allocating resources. These amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the ASU for the year ended December 31, 2024. Note 3 - Accounts and other receivables At December 31, 2024 and 2023, the Company had accounts and other receivables of $ 283,561 and $ 5,585 , respectively. At December 31, 2024, the $ 83,561 accounts receivable were from current customers and the other receivable of $ 200,000 was a credit refund from a vendor. Note 4 - Prepaid Expenses and Deposits At December 31, 2024, the Company had prepaid expenses and deposits of $ 920,189 , consisting of $ 193,074 of raw materials, prepaid insurance of $ 260,943 , security deposits of $ 55,116 and other prepaids of $ 411,056 . At December 31, 2023 the Company had $ 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 . Note 5 - Inventory At December 31, 2024 and 2023, the Company had inventory of $ 233,510 and $ 795,824 , consisting of finished goods, raw materials and packaging supplies. F- 13 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. At December 31, 2024, the Company did not hold any shares of Chijet. 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 owned 4.5 million of the 9,450,000 shares of common stock outstanding and SRM. At December 31, 2024, the Company held 2,613,342 shares of SRM representing approximately 16 % of the issued and outstanding common shares of 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. On September 23, 2024, in anticipation of the acquisition of Yerbae Brands Corp. (“Yerbae”) described in detail in the “ITEM 1. BUSINESS, Recent Developments” section of this document (the “Acquisition”), the Company entered into a loan agreement with Yerbae whereby it agreed to provide a loan in the aggregate principal amount of up to $ 500,000 . In further preparation for the Acquisition, on December 10, 2024, the Company entered into a Letter of Intent (“LOI”) whereby it agreed to fund up to $ 3,000,000 in Yerbae payables upon payment due date to Yerbae’s vendors and suppliers. The Company has paid $ 225,000 towards the $ 3,000,000 committed pursuant to the LOI. F- 14 Table of Contents Note 8 - Intangible Assets SRM Entertainment 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 . At December 31, 2023, the Company owned 48 % of SRM Inc. (see Note 6 above) and used 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. During the quarter ended March 31, 2024, the Company sold 350,000 shares of SRM with a cost basis of % 57,452 and recognized SRM losses of $ 599,155 , which reduced the carrying value of SRM to $ 0.00 . Schedule of Deconsolidation and Equity Summary of deconsolidation loss: 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 Changes to Equity Method Investment Fair value of Consideration $ 1,521,025 Equity in SRM losses ( 864,418 ) Balance, December 31, 2023 $ 657,183 Sale of shares of SRM common stock ( 57,452 ) Equity in SRM losses ( 599,155 ) Balance, December 31, 2024 $ - 0 - F- 15 Table of Contents 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 December 31,2024, GBB is entitled to an additional payment of $ 175,000 under Milestone (i). The patents will be amortized over twelve years (the remaining 12 -year life of the patents). During the years ended December 31, 2024 and 2023, the Company recognized $ 407,400 and $ 157,443 of amortization expense. Summary of transaction and carrying value : Purchase price: Allocation of Purchase price: Cash $ 2,460,664 Patents $ 4,929,164 Fair value of stock issued 2,468,500 Accumulated Amortization ( 564,843 ) $ 4,929,164 Balance $ 4,367,321 Note 9 - Accrued Expense and Other Accrued Liabilities At December 31, 2024 and December 31, 2023, the Company had accrued expenses on the convertible notes below of $ 1,433,245 and $ 269,152 , respectively. At December 31, 2024 and December 31, 2023, the Company had accrued liabilities totalling $ 234,360 and $ 60,450 , respectively. Note 10 - 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. The Accrued interest and note converted to stock was paid in full on September 30, 2024. F- 16 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, 2024 on the Notes totals $ 175,927 . Total interest expense for the year ended December 31, 2023, totaled $ 171,433 . 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. In September 30, 2024, the remaining balance of $ 1,500,000 was converted to stock and paid in full. On January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the principal amount of $ 1.75 million maturing on December 31, 2026 (the “Secured Convertible Bigger Note”); and (ii) 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”). 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. The notes entered were due to a legal settlement and no cash was received. This amount was recorded as a loss on settlement. 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, 2024 and 2023: Schedule of Convertible Promissory Notes Principal Balance, December 31, 2023 $ 1,500,000 Note converted to stock – paid in full ( 1,500,000 ) Convertible Note issued in settlement to Bigger Capital $ 5,250,000 Principal Balance, December 31, 2024 $ 5,250,000 Note 11 - 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, 2024 and 2023 was $ 48,974 and $ 47,533 , respectively. Note 12 - 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 250,000,000 shares of common stock with par value of $ 0.001 . As of December 31, 2024 and 2023, there were 62,640,314 and 45,634,154 shares of common stock issued and outstanding, respectively. F- 17 Table of Contents 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. 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. F- 18 Table of Contents Year ended December 31, 2024 issuances: Shares issued in Private Placement for Cash During the year ended December 31, 2024, the Company had three take-down under its S-3 Registration Statement under which the Company issued a total of 8,130,837 unrestricted shares of its common stock with a fair value of $ 10,625,519 . Shares issued for services During the year ended December 31, 2024 the Company issued a total of 2,727,436 restricted shares of its common stock for services for a total fair value of $ 4,077,050 Shares issued for employee bonuses During the year ended December 31, 2024, the Company issued a total of 750,000 restricted shares of its common stock for employee bonuses for a total fair value of $ 1,043,250 . Shares issued for option exercises During the year ended December 31, 2024, the company issued a total of 153,000 restricted shares of its common stock for cash payments of $ 76,000 for options exercised. Shares issued for warrant conversions During the year ended December 31, 2024, the Company issued a total of 2,996,127 restricted shares of its common stock for cash payments of $ 3,962,714 for warrant conversions. Shares issued from stock in connection with extinguishment of convertible notes During the year ended December 31, 2024, the Company issued a total of 2,248,760 restricted shares of its common stock for a fair value of $ 1,802,434 for extinguishment of convertible notes. The following table sets forth the issuances of the Company’s shares of common stock for the year ended December 31, 2024 and 2023 as follows: Schedule of Stock Holders 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 Beginning balance 45,634,154 Shares issued in Private Placements for cash 8,130,837 Shares issued for services 2,727,436 Shares issued for employee bonuses 750,000 Shares issued for option exercises 153,000 Shares issued for Warrant conversions 2,996,127 Shares issued from Stock in connection with extinguishment of convertible notes 2,248,760 Balance December 31, 2024 62,640,314 Ending balance 62,640,314 F- 19 Table of Contents Common Stock Payable 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 . During the year ended December 31, 2024, the Company issued $ 358,543 in stock out of the 2023 balance and the Company entered into agreements to issue stock with a fair value of $ 756,250 for 625,000 shares of stock and a settlement agreement for the cash value of $ 875,000 for 1,594,097 shares of stock. The balance at year end December 31, 2024 is $ 1,997,936 . Note 13 - Warrants and Options Warrants During the year ended December 31, 2024, the Company reached a settlement with Bigger Capital Fund LP, (“Bigger”) 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. 65018/2024 (see Note 14). Under the terms of the Settlement the Company agreed to cancel 1,656,050 original warrants with an exercise price of $ 1.40 held by Bigger in exchange for 5,332,889 “exchange” warrants with an exercise price of $ 0.4348 . The fair value of the exchange warrants is $ 2,732,329 which is offset by the unamortized value of $ 439,028 of the original 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 1/17/25 $ 2,732,329 5 $ 0,4348 $ 0,5435 161 % 0.0442 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 Relative Term Exercise Market Price on Grant Volatility Risk-free Reporting Date Fair Value (Years) Price Date Percentage 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 Relative Term Market Price on Volatility Risk-free Reporting Date Fair Value (Years) Exercise Price Grant Date Percentage 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- 20 Table of Contents The following tables summarize all warrants outstanding as of December 31, 2024 and 2023, 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 Wtd. Average Exercise Price Balance at December 31, 2022 15,958,126 1.81 Warrants issued in Public Offering 9,260,554 0.93 Warrants issued for services 1,000,000 2.69 Warrants exercised in connection with Convertible notes ( 1,200,000 ) ( 0.93 ) Warrants exercised in connection with PIPE ( 10,266,845 ) ( 0.93 ) Balance at December 31, 2023 14,751,835 $ 2.00 Warrants cancelled in the Bigger Settlement ( 1,656,050 ) ( 1.40 ) Warrants issued in the Bigger Settlement 5,332,889 0.43 Warrants issued in a private placement 3,370,787 0.89 Warrant conversions ( 2,996,127 ) ( 1.32 ) Balance at December 31, 2024 18,803,334 $ 1.52 Warrants Exercisable at December 31, 2024 18,803,334 $ 1.52 Stock Options During the year ended December 31, 2024, the Company granted a total of 5,555,000 five -year options to employees of the Company of which 1,435,000 have vesting schedule from one to three years with an exercise price between $ 1.06 and $ 2.01 and 4,120,000 which vested immediately upon grant with an exercise price of $ 1.79 . During the same period, the Company also granted a total of 5,120,000 five -year options to consultants to the Company, which have vesting schedule from six months to one year with an exercise price between $ 1.00 and $ 2.32 . The total fair value of the options is $ 17,372,444 . The fair value of the options is being amortized over the vesting period. The Company recognized $ 14,735,228 expense related to the options for the year ended December 31, 2024. The fair value of these options were 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. For options granted to employes, we use a plain vanilla Black-Scholes calculation to calculate fair value with standard market inputs. Schedule of Fair Value Using Black Scholes Method Number of Term Grant Market Price on Volatility Reporting Date Options (Years) Exercise Price Date Percentage Fair Value 1/16 – 6/26/24 5,555,000 2.5 $ 1.06 – 1.96 $ 1.06 – 1.96 119 % - 121 % $ 6,734,613 1/17 – 9/10/24 5,120,000 5 - 10 $ 1.00 – 2.37 $ 1.00 – 2.37 155 % - 162 % 10,637,831 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 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. Number of Term Grant Market Price on Volatility Reporting Date Options (Years) Exercise Price Date 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, 2024 the Company had 18,521,166 options outstanding. Schedule of Option Outstanding Options Wtd. Ave. Ex Price Balance at December 31, 2022 7,515,166 $ 1.19 Options exercised - - Options Granted 550,000 0.91 Balance at December 31, 2023 8,065,166 1.17 Options exercised ( 219,000 ) ( 0.42 ) Options Granted 10,675,000 1.99 Balance at December 31, 2024 18,521,166 $ 1.65 F- 21 Table of Contents Note 14 - 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 . The unamortized balances at December 31, 2024 were ROU asset of $ 299,722 , current portion of the lease liability of $ 212,964 and non-current portion of lease liability of $ 114,148 . Additionally, the Company recognized accreted interest expense of $ 34,655 and $ 49,010 and rent expense of $ 267,735 and $ 213,960 for the lease during the year ended December 31, 2024 and 2023, 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 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 of $ 175,000 . 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. 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. 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. 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 has answered 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 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, Biggar capital sought compensatory damages of $ 3 million, liquidated damages in an estimated amount of $ 4 million, specific performance, attorney’s fees and declaratory relief. F- 22 Table of Contents On 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. 65018/2024. Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following: (i) pay Bigger Capital $ 375,000 ; (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. 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 asserted 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 sought compensatory general and liquidated damages in an amount to be proven at trial. 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. 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 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. 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 15 - Subsequent Events Subsequent to December 31, 2024, 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, 2024, The Company had developments in certain legal and litigation matters which are included and detailed in Legal Proceedings above. In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2024 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- 23