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Safety Shot Inc美股招股说明书(2025-05-14版)

2025-05-14美股招股说明书@***
Safety Shot Inc美股招股说明书(2025-05-14版)

(To the Prospectus Dated November 9, 2022) Safety Shot, Inc. 695,410shares of Common Stock We are offering 696,410 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 $0.3595 pursuant to this prospectus supplement, the accompanying prospectus anda securities purchase agreement. 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 13, 2025, as reported by Nasdaq, was $0.4494 per share. As of May 13, 2025, the aggregate market value of our outstanding Common Stocks held by non-affiliates was approximately$28,675,546 based on 63,808,513 shares of Common Stock held by non-affiliates on such date and based on the last reported saleprice of our Common Stocks on Nasdaq on March 18, 2025, (a date that will be within 60 days of the date of this prospectussupplement) 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 ofthe date of this prospectus supplement, we have sold $4,388,000 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 prospectussupplement and the accompanying prospectus. NEITHERTHE SECURITIES AND EXCHANGE COMMISSION(THE“SEC”)NOR ANY STATE ORCANADIAN SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFEREDHEREBY,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. Aggregate gross proceeds from this offering will be approximately $250,000. See “Plan of Distribution” beginning on pageS-10 of this prospectus supplement for more information regarding fees and expenses of this offering. Delivery of the shares of Common Stock offered hereby is expected to be made on or about May 15, 2025, subject to thesatisfaction of certain closing conditions. Prospectus Supplement dated May 14, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-6RISK FACTORSS-7USE OF PROCEEDSS-7DILUTIONS-8CAPITALIZATIONS-9DESCRIPTION OF SECURITIES WE ARE OFFERINGS-9PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-10EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATIONS-11INCORPORATION OF INFORMATION BY REFERENCES-11 Prospectus PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INFORMATION WE INCORPORATE BY REFERENCE2SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS3OUR BUSINESS4RISK FACTORS14USE OF PROCEEDS15DESCRIPTION OF CAPITAL STOCK16DESCRIPTION OF WARRANTS20DESCRIPTION OF RIGHTS24DESCRIPTION OF UNITS25PLAN OF DISTRIBUTION26LEGAL MATTERS28EXPERTS28S-i ABOUT THIS PROSPECTUS SUPPLEMENT General Advisory 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 accompanyingprospectus combined. To the extent there is a conflict between the information contained in this prospectus supplement and theinformation contained in the accompanying prospectus or any document incorporated by reference herein or therein filed prior to thedate of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement inone of these documents is inconsistent with a statement in another document having a later date—for example, a document