What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-04-01 · 149 added, 55 removed, 51 unchanged (80% of the section changed)

7 unchanged sentences

SRM Inc and SRM Ltd are collectively referred to as the Company or SRM.

December 9, 2022, we entered into a stock exchange agreement (the “Exchange Agreement”) with Jupiter Wellness, Inc.

to govern the separation of our business from Jupiter.

On May 26, 2023, we amended and restated the Exchange Agreement (the “Share

Exchange”) to include additional information regarding the distribution and the separation of our business from Jupiter.

The separation

as set forth in the Share Exchange with Jupiter closed August 14, 2023.

Pursuant to the Share Exchange, on May 31, 2023, we issued 6,500,000

shares of our common stock (representing 79.3% of our outstanding shares of common stock) to Jupiter in exchange for 2 ordinary shares

of SRM Ltd (representing all of the issued and outstanding ordinary shares of SRM Ltd).

As of March 20, 2024, Jupiter owns 35% shares of our common stock.

December 9, 2022, we entered into a stock exchange agreement (the “Exchange Agreement”) with Safety Shot, Inc.

Jupiter Wellness, Inc.)(“Safety Shot”) to govern the separation of our business from Safety Shot.

On May 26, 2023, we amended and restated

the Exchange Agreement (the “Share Exchange”) to include additional information regarding the distribution and the separation

of our business from SHOT.

The separation as set forth in the Share Exchange with Safety Shot closed August 14, 2023.

Pursuant to the Share

Exchange, on May 31, 2023, we issued 6,500,000 shares of our common stock (representing 79.3% of our outstanding shares of common stock)

to Safety Shot in exchange for 2 ordinary shares of SRM Ltd (representing all of the issued and outstanding ordinary shares of SRM Ltd).

As of March 6, 2025, Safety Shot owns 13.6% of our issued and outstanding shares of common stock.

of Presentation

7 unchanged sentences

financial statements are presented using the historical financial statements of SRM Ltd.

The combined SRM Inc and SRM Ltd are collectively

referred to as the “Company” or “SRM.”

Company is a trusted toy and souvenir designer and developer, selling into the world’s largest theme parks and entertainment venues.

22 unchanged sentences

We have licensing relationships with many established content providers, and our products appear in venues

such as Walt Disney Parks and Resorts, Universal Studios, SeaWorld, Cedar Fair, Herschend Family Entertainment and Merlin Entertainment.

We currently have licenses with Smurfs, The ICEE Company and Zoonicorn LLC, from which we can create multiple products based on each

character within.

Content providers trust us to design, create and manufacture unique, stylized extensions of their intellectual property

that extend the relevance of their content with consumers through ongoing engagement, helping to maximize the lifetime value of their

such as Walt Disney Parks and Resorts, Universal Studios, United Parks and Resorts (f/k/a SeaWorld), Cedar Fair, Six Flags and

Herschend Family Entertainment and Merlin Entertainment.

We currently have licenses with Smurfs, The ICEE Company and Zoonicorn LLC,

from which we can create multiple products based on each character within.

Content providers trust us to design, create and

manufacture unique, stylized extensions of their intellectual property that extend the relevance of their content with consumers

through ongoing engagement, helping to maximize the lifetime value of their content.

Fans are increasingly looking for ways to express their affinity for and engage with their favorite pop culture content.

8 unchanged sentences

have developed a nimble and low-fixed cost production model.

The strength of our management team and relationships with content

providers, retailers and third-party manufacturers allows us to move from product concept to a new product tactfully.

we can dynamically manage our business to balance current content releases and pop culture trends with timeless content based on

classic movies, such as Harry Potter or Star Wars.

This has allowed us to deliver significant growth while lessening our dependence

on individual content releases.

December 8, 2022, the Company entered into the Exchange Agreement with Jupiter Wellness, Inc.

(“Jupiter”) to govern the separation

of the Company’s business from Jupiter.

On May 26, 2023, the parties entered into the Amended and Restated Exchange Agreement to

include additional information regarding the distribution and separation of our business from Jupiter under the terms of which, Jupiter

acquired 6,500,000 shares of common stock on May 31, 2023, in exchange for all of the issued and outstanding ordinary shares of SRM Limited,

an entity formed in Hong Kong in 1981 and acquired by Jupiter in 2020.

The 6.5 million newly-issued shares of the common stock represented

approximately 79.3% of the outstanding shares post-issuance.

Jupiter distributed 2,000,000 shares of the Company’s common stock

to Jupiter’s stockholders and certain warrant holders (the “Distribution”).

The Distribution occurred on the effective

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

Following the Distribution, Jupiter owns 4.5 million of the 9,450,000

shares of common stock outstanding and SRM Limited is a wholly owned subsidiary of the Company.

to the IPO, the Company sold 1,250,000 shares of common stock at a price of $5.00 per share, resulting in gross proceeds to the Company

of approximately $6.25 million.

Net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses

paid by the Company, were approximately $5.3 million.

All shares sold in our IPO were registered pursuant to the Registration Statement,

declared effective by the SEC on August 14, 2023.

EF Hutton acted as lead book-running manager for the offering and Dominari Securities

LLC acted as co-manager for the offering.

The underwriters did not exercise their option to purchase up to an additional 187,500 shares

of common stock.

The Company paid the underwriters an underwriting discount of eight percent (8%) of the amount raised in the offering.

Additionally, as partial consideration for services rendered in connection with the offering, the Company issued EF Hutton warrants to

purchase an aggregate of 57,500 shares of common stock, representing 4.0% of the aggregate shares sold in the offering.

are exercisable at $6.00 per share, which represents 120% of the initial public offering price per share in the IPO, at any time and

from time to time, in whole or in part, commencing on February 10, 2024, 180 days from the effective date of the Registration Statement,

and expiring on August 14, 2028.

The Company has applied the net proceeds from the IPO for the development of licensed goods, expansion

of SRM products, increased deposits, accounts receivable and inventory, marketing, advertising, and trade shows, general administrative

expenses, repayment of a promissory note payable to Jupiter Wellness, and general corporate purposes.

The strength of our management team and relationships with content providers,

retailers and third-party manufacturers allows us to move from product concept to a new product tactfully.

As a result, we can dynamically

manage our business to balance current content releases and pop culture trends with timeless content based on classic movies, such as

Harry Potter or Star Wars.

This has allowed us to deliver significant growth while lessening our dependence on individual content releases.

CFO Employment Agreement

On January 13, 2025, the Compensation Committee of

the Board of Directors (the “Board”) of the Company reviewed and recommended approval that the Company enter into a new Employment

Agreement (the “CFO Employment Agreement”) with Douglas McKinnon as Chief Financial Officer (the “CFO”).

approval from the Compensation Committee and the Board, the Company entered into the CFO Employment Agreement on January 22, 2025 with

an effective date of January 1, 2024, which cancels and supersedes Mr.

McKinnon’s previous employment agreement with the Company

as of the Effective Date.

The CFO Employment Agreement is for an initial term of 3 years from the date thereof and automatically renews

for successive 1-year periods.

Pursuant to the Employment Agreement, the Company will compensate Mr.

McKinnon a base salary of $215,000.

Thereafter, his base salary shall increase at the rate of at least ten percent (10%) on January 1 of each following year.

CEO and CFO Stock Options Issuance

On January 6, 2025, the Board approved to issued 75,000

stock options (the “Options”) to each of Richard Miller (the Company’s Chief Executive Officer) and Douglas McKinnon

(the Company’s Chief Financial Officer).

The Options were issued as compensation for the service of Messrs.

Miller and McKinnon

on the Board.

The Options were issued pursuant to the Company’s 2024 Equity Incentive Plan.

The Options have a purchase price per

share of $0.65 (the closing price of the common stock on January 3, 2025), vested and become exercisable immediately, and will expire

on January 6, 2030.

December Registered Direct Offering

On December 5, 2024, the Company entered into a securities

purchase agreement (the “Purchase Agreement”) with the institutional investors named on the signature page thereto (the “Purchasers”),

pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 1,580,000 shares of the Company’s

common stock, at a purchase price of $0.7385 per share, and (ii) 712,133 pre-funded warrants (the “Pre-Funded Warrants”) to

purchase up to an aggregate of 712,133 shares of common stock (the “Pre-Funded Warrant Shares”) at a purchase price of $0.7384

per Pre-Funded Warrant, for aggregate gross proceeds to the Company of approximately $1.7 million, before deducting the placement agent

fees and estimated offering expenses payable by the Company (the “December Registered Offering”).

Pursuant to a placement agency agreement dated as

of December 5, 2024 (the “Placement Agency Agreement”), the Company engaged D.

Boral Capital LLC (the “Placement Agent”)

to act as the sole placement agent in connection with the offering.

The Company agreed to (i)

pay the Placement Agent a cash fee equal to 8.0% of the aggregate gross proceeds

of the December Registered Offering, and (ii) reimburse the Placement Agent for

all reasonable and documented out-of-pocket expenses, including the reasonable fees, costs, and disbursements of its legal counsel of

The shares of common stock, the Pre-Funded Warrants

and the Pre-Funded Warrant Shares were offered pursuant to a shelf registration statement on Form S-3 (File No.

333-282028), which was

declared effective by the U.S.

Securities and Exchange Commission on September 19, 2024, and a related prospectus supplement, dated December

5, 2024, related to the December Registered Offering.

Registered Offering closed on December 6, 2024.

Listing Deficiency

October 21, 2024, the Company received a deficiency letter (from the Listing Qualifications Department of The Nasdaq Stock Market LLC

(“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value

$0.0001 per share, for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain

a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2)

(the “Minimum Bid Requirement”).

Notice has no immediate effect on the continued listing status of the common stock on The Nasdaq Capital Market, and, therefore, the

Company’s listing remains fully effective.

accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of

the Notice, or until April 21, 2025, to regain compliance with the Minimum Bid Requirement.

To regain compliance, the closing bid price

of the common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to April 21, 2025.

the Company is not in compliance with the Minimum Bid Requirement by April 21, 2025, the Company may be afforded a second 180 calendar

day compliance period.

To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement

for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of

the Minimum Bid Price requirement.

Company intends to actively monitor the closing bid price of the common stock and will evaluate available options to regain compliance

with the Minimum Bid Requirement.

However, there can be no assurance that the Company will regain compliance with the Minimum Bid Requirement

during the 180-day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other

Nasdaq listing requirements.

If the Company does not regain compliance within the allotted compliance period, including any extensions

that Nasdaq grants, Nasdaq will provide notice that the common stock will be subject to delisting.

The Company would then be entitled

to appeal that determination to a Nasdaq hearings panel.

October Registered Direct Offering

On October 18, 2024, and October 19, 2024, the Company

entered into four Securities Purchase Agreements (each an “SPA”) with four accredited investors (the “Investors”),

for the purchase and sale in a registered direct offering of 1,711,477 shares of the Company’s common stock at a price of $0.61

per share, generating gross proceeds from the offering of approximately $1,044,000 (the “October Registered Direct Offering”).

Three SPAs, each dated as of October 18, 2024, were entered into with three investors, and one SPA, dated as of October 19, 2024, was

entered into with a single investor.

The Company did not utilize a placement agent or underwriter in connection with the October Registered

Direct Offering.

CEO Employment Agreement

On September 10, 2024, the Compensation Committee

of the Board reviewed and recommended approval that the Company enter into a new Employment Agreement (the “CEO Employment Agreement”)

with Richard Miller as Chief Executive Officer (the “CEO”).

Following approval from the Compensation Committee and the Board,

the Company entered into the CEO Employment Agreement effective January 1, 2024 (the “Effective Date”), which cancels

and supersedes Mr.

Miller’s previous employment agreement with the Company as of the Effective Date.

The CEO Employment Agreement

is for an initial term of 3 years from the date thereof and automatically renews for successive 1-year periods.

Pursuant to the CEO Employment

Agreement, the Company will compensate Mr.

Miller a base salary of $225,000.

Thereafter, his base salary shall increase at the rate of

at least ten percent (10%) on January 1 of each following year.

Asset Purchase Agreement with Suretone Entertainment

September 3, 2024, the Company (or “Buyer”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)with

Suretone Entertainment, Inc.

(“Suretone” or “Seller”) pursuant to which the Buyer has agreed to acquire certain

assets related to the movie with the title The Kid(directed by Vincent D’Onofrio) from the Seller, for an aggregate purchase price

of $3,000,000 (the “Purchase Price”).

Jordan Schur, the owner and Chief Executive Officer of Suretone, is a board member

and President of Safety Shot.

As of March 6, 2025, Safety Shot holds 13.6% of the Company’s common stock.

consideration for the acquired assets, the Buyer paid the Purchase Price by:

(i) paying $250,000 in cash on September 3, 2024);

issuing 1,500,000 restricted shares of the Company’s common stock, par value $0.001 per share (valued at $0.8333 per share);

and (iii) issuing a secured promissory note in the original amount of $1,500,000 (the “Secured Note”).

The Secured Note

will bear interest at the rate of 8%per annum and will mature on September 3,2025 (the “Maturity Date”), calculated on a

365-day year, and is due along with the principal on the Maturity Date.

The Secured Note is secured by the assets purchased pursuant

to the Asset Purchase Agreement.

If the Company secures financing of at least $5 million during the term of the Secured Note, it

must use the proceeds to repay the Secured Note.

The Company can prepay the Secured Note at any time without penalty but must

provide 15 days’ notice to Suretone.

The Secured Note is subject to immediate acceleration if the Company commences bankruptcy

proceedings, if it winds down its operations, if the Company fails to stay current in its SEC reporting obligations, or if the

Company’s common stock is delisted from the Nasdaq Stock Market.

At December 31, 2024, the Company owed $500,000 on the

principal balance of the Secured Note.

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

What changed 10-K

Item 1. Business