Safety Shot Inc美股招股说明书(2025-05-12版)

641,000shares of Common Stock We are offering 641,000 shares of Common Stock, par value $0.001 per share (the “Common Stocks”). The shares ofCommon Stock will be sold at a negotiated price of $0.39 pursuant to this prospectus supplement, the accompanying prospectus and a The shares of Common Stock are being offered directly to investors without a placement agent or underwriter. We are notpaying placement agent fees or underwriting discounts in connection with the offering. Our Common Stock is listed for trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SHOT”. The closingprice of our Common Stocks on May 8, 2025, as reported by Nasdaq, was $0.49 per share. As of May 9, 2025, the aggregate market value of our outstanding Common Stocks held by non-affiliates was approximately$30,952,081 based on 63,167,513 shares of Common Stock held by non-affiliates on such date and based on the last reported sale supplement) of $0.53 per share. In no event will we sell securities pursuant to a Registration Statement on Form S-3 in a publicprimary offering with value exceeding more than one-third of our public float in any 12-month calendar period so long as our publicfloat remains below $75 million and General Instruction I.B.6 of Registration Statement on Form S-3 continues to apply to us. As of the date of this prospectus supplement, we have sold $4,038,000 of securities pursuant to General Instruction I.B.6 of RegistrationStatement on Form S-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectus supplement(but excluding this offering).Investing in our Common Stocks involves a high degree of risk, including that the trading price of our CommonStocks has been subject to volatility and investors in this offering may not be able to sell their Common Stocks above the actualoffering price or at all. Before making an investment decision, please read the information under the heading “Risk Factors”beginning on page S-7 of this prospectus supplement and in the documents incorporated by reference into this prospectus HEREBY,PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT ORDETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TOTHE CONTRARY IS A CRIMINAL OFFENCE. Delivery of the shares of Common Stock offered hereby is expected to be made on or about May 13, 2025, subject to thesatisfaction of certain closing conditions.Prospectus Supplement dated May 9, 2025. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringand also adds to, and updates information contained in the accompanying prospectus and the documents incorporated by referenceherein and therein. The second part, the accompanying prospectus, provides more general information, some of which may not applyto this offering. Generally, when we refer to this prospectus, we are referring to this prospectus supplement and the accompanying one of these documents is inconsistent with a statement in another document having a later date—for example, a documentincorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies orsupersedes the earlier statement. relevant agreement. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing thecurrent state of our affairs.You should rely only on the information contained in or incorporated by reference in this prospectus supplement and theaccompanying prospectus. We have not, authorized anyone to provide you with different information. If anyone provides you withdifferent or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted. You should assume that the information in this prospectus supplement, the accompanying We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. Thedistribution of this prospectus supplement and the accompanying prospectus and the offering of securities in certain jurisdictions maybe restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanyingprospectus must inform themselves about, and observe any restrictions relating to, the offering of securities and the distribution of thisprospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement is not offering for saleany securities in Canada. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in This prospectus supplement and the accompanying prospectus contains references to our trademarks and to trademarksbelonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus supplement and theaccomp