Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2023

SAFETY SHOT, INC.

(Exact name of registrant as specified in charter)

Delaware

001-39569

83-2455880

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477

(Address of principal executive offices) (Zip Code)

(561) 244-7100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SHOT	The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Warrants, each exercisable for one share of Common Stock at $8.50 per share	SHOTW	The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 5, 2023, at the 2023 Annual Meeting of Stockholders (the “Meeting”) of Safety Shot, Inc. (the “Company”), the shareholders voted against the re-election of Dr. Hector Alila. As a result, Dr. Alila was removed from his position as a member of the board of directors (the “Board”), effective December 6, 2023.

On December 6, 2023, the Board appointed Richard Pascucci as a member of the Board to fill in the vacancy created by the removal of Mr. Alila. Mr. Pascucci, age 48, has over 20 years of experience in 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 a bachelors in arts from St. Joseph’s University, Philadelphia.

Mr. Pascucci will be paid an annual compensation of $25,000 along with options to purchase 20,000 shares of Company’s common stock. Mr. Pascucci will be granted additional options to purchase 20,000 shares of Company’s common stock, for each additional year that he serves as the member of the Board. The options will be vested upon grant and shall expire in 3 years from the issuance date.

There are no arrangements or understandings between the Company and the newly appointed executive officer or director and any other person or persons pursuant to which each executive officer or director was appointed and there is no family relationship between or among any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

There are no transactions between the Company and any newly appointed executive officer or director that are reportable pursuant to Item 404(a) of Regulation SK. The Company did not enter into or materially amend any material plan, contract or arrangement with any newly appointed executive officer or director in connection with his or her appointment as a director or executive officer.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Meeting the Company’s stockholders voted on the matters described below.

The Company’s stockholders elected seven directors, each to serve until his/her successor is duly elected and qualified at the 2023 Annual Meeting of Stockholders or until his/her earlier resignation or removal. The number of shares that (a) voted for the election of each director, (b) voted against the election of each director, and (c) withheld authority to vote for each director is summarized in the table below:

Director Nominee	Votes For		Votes Against		Votes Withheld

Brian S. John		13,348,298		253,339		116,744
Dr. Glynn Wilson		13,301,989		306,379		110,013
Dr. Skender Fani		13,536,204		160,964		21,213
Nancy Torres Kaufman		12,286,329		1,313,203		118,849
Christopher Melton		13,308,649		296,925		112,807
Jarrett Boon		4,674,398		8,933,208		110,775
Dr. Hector Alila		13,534,124		155,516		28,741

Proxies were solicited on behalf of the Board of Directors of the Company and a vote by ballot was taken for and against the ratification of the appointment of M&K CPAS, PLLC (“M&K”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below:

Votes For		Votes Against		Votes Withheld

	22,836,925		106,737		35, 519

Proxies were solicited on behalf of the Board of Directors of the Company and a vote by ballot was taken for and against the ratification of the 2023 Equity Incentive Plan, including the reservation of 7,000,000 shares of common stock. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below:

Votes For		Votes Against		Votes Withheld

	11,614,569		1,929,120		174,692

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 7, 2023

	SAFETY SHOT, INC.

	By:	/s/ Brian John
		Brian John
		Chief Executive Officer

Cover	Dec. 05, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 05, 2023
Entity File Number	001-39569
Entity Registrant Name	SAFETY SHOT, INC.
Entity Central Index Key	0001760903
Entity Tax Identification Number	83-2455880
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1061 E. Indiantown Rd.
Entity Address, Address Line Two	Ste. 110
Entity Address, City or Town	Jupiter
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33477
City Area Code	(561)
Local Phone Number	244-7100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	SHOT
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock at $8.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock at $8.50 per share
Trading Symbol	SHOTW
Security Exchange Name	NASDAQ