Safety Shot Inc美股招股说明书(2025-07-23版)

We are offering 22,993,492 shares of our common stock directly to investors pursuant to this prospectus supplement and theaccompanying prospectus and a securities purchase agreement with investors. The purchase price of each share of common stock is Our common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “SHOT”. On July 21, 2025, the lastreported sale price of our common stock on Nasdaq was $0.6883 per share. The aggregate market value of our outstanding common stock held by non-affiliates as of the date of this prospectus was approximately $78,409,408, based on 121,048,833 shares of commonstock outstanding, 113,917,490 of which were held by non-affiliates, and a per share price of $0.6883 based on the closing sale priceof our common stock on July 21, 2025. We have sold $5,288,000 of securities pursuant to General Instructions I.B.6 of Form S-3 In a concurrent private placement, we are selling to such investors unregistered warrants to purchase an aggregate of up to45,986,984 shares of our common stock at an initial exercise price of $0.461 per share at a purchase price of $0.125 per warrant. Thewarrants will be exercisable beginning on the date of original issuance and will have a 5-year term from the initial exercise date. Thewarrants and the common stock issuable upon the exercise of the warrants will be issued and sold without registration under theSecurities Act of 1933, as amended, or the Securities Act, in reliance on the exemption provided by Section 4(a)(2) of the Securities offering to use its “reasonable best-efforts” to solicit offers to purchase our securities. The placement agent is not purchasing or sellingany of our securities offered pursuant to this prospectus supplement or the accompanying prospectus. See “Plan of Distribution” in thisprospectus supplement for more information regarding these arrangements. these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary isa criminal offense. Placement agent’s fees$Proceeds to us, before expenses$ accountable expenses allowance of 1% of the gross proceeds we will pay the placement agent. We have also agreed toreimburse the placement agent for certain out-of-pocket expenses. See “Plan of Distribution” for additional disclosure Description Of UnitsPlan Of Distribution prospectus supplement and the accompanying prospectus in any jurisdiction where it is unlawful to make such offer or solicitation.You should assume that the information contained in this prospectus supplement or the accompanying prospectus, or any documentincorporated by reference in this prospectus supplement or the accompanying prospectus, is accurate only as of the date of thoserespective documents. Neither the delivery of this prospectus supplement nor any distribution of securities pursuant to this prospectussupplement shall, under any circumstances, create any implication that there has been no change in the information set forth orincorporated by reference into this prospectus supplement or in our affairs since the date of this prospectus supplement. Our business,financial condition, results of operations and prospects may have changed since that date. apply to this offering. The information included or incorporated by reference in this prospectus supplement also adds to, updates andchanges information contained or incorporated by reference in the accompanying prospectus. If information included or incorporated by reference in this prospectus supplement is inconsistent with the accompanying prospectus or the information incorporated byreference therein, then this prospectus supplement or the information incorporated by reference in this prospectus supplement willapply and will supersede the information in the accompanying prospectus and the documents incorporated by reference therein.This prospectus supplement is part of a registration statement that we filed with the Securities and Exchange Commission, or “we,” “us,” “our” or similar references to refer to Safety Shot, Inc. together with any subsidiaries.FORWARD-LOOKING STATEMENTS “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of theSecurities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-lookingstatements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,”“will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and currentexpectations about the future and are not guarantees. Such statements involve known and un