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Revolutionary Beverage that Reduces Blood Alcohol Content Safety Shot partners with BM distributors to expand market presence in Las Vegas
Newsfilter· 2024-05-30 12:30
Core Insights - Safety Shot, Inc. has announced a strategic partnership with BM Distributors to enhance the availability and market reach of its products in the Las Vegas area [1][3] - Safety Shot is a unique functional beverage designed to reduce blood alcohol content and improve mental clarity, energy, and mood [2][6] - The partnership aims to promote responsible drinking and improve consumer health by making Safety Shot products more accessible [3][5] Company Overview - Safety Shot, Inc. is a wellness and dietary supplement company that has developed the first patented product to lower blood alcohol content while enhancing clarity and mood [6] - The company plans to expand its business-to-business sales to distributors, retailers, restaurants, and bars throughout 2024 [6] Partnership Details - BM Distributors will leverage its local market knowledge and relationships to support Safety Shot's growth in Las Vegas [4] - The partnership is expected to target a core tourism audience, enhancing their experience in the city [4] - BM Distributors is a minority woman-owned business with strong community ties and experience in the marketplace [4]
Safety Shot(SHOT) - 2024 Q1 - Quarterly Report
2024-05-15 20:16
[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) For the quarter ended March 31, 2024, Safety Shot, Inc. reported a significant increase in net loss to $15.7 million, compared to a $1.3 million loss in the prior-year period. This was driven by high operating expenses, including a substantial inventory write-off and stock-based compensation, despite a rise in revenue to $170,732 following the launch of its new product. The balance sheet reflects a decrease in cash and total assets, and the company's auditors have raised substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flow from operations [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, the company's total assets decreased to $9.2 million from $12.7 million at year-end 2023. The decline was primarily due to a reduction in cash and marketable securities. Total liabilities remained relatively stable at $3.6 million, while total shareholders' equity fell from $8.8 million to $5.6 million, largely due to the net loss incurred during the quarter Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $2,046,355 | $3,833,349 | | Total current assets | $4,344,429 | $7,690,824 | | Total assets | $9,214,880 | $12,709,180 | | **Liabilities & Equity** | | | | Total current Liabilities | $3,396,925 | $3,587,137 | | Total liabilities | $3,644,366 | $3,892,044 | | Total Shareholders' Equity | $5,570,514 | $8,817,136 | [Condensed Consolidated Statement of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) For the three months ended March 31, 2024, the company's revenue increased to $170,732 from $34,788 in the same period of 2023. However, a significant increase in cost of sales to $2.4 million resulted in a gross loss of $2.2 million. Operating expenses surged to $12.96 million, leading to a net loss of $15.7 million, or ($0.33) per share, a substantial increase from the $1.3 million net loss, or ($0.05) per share, in Q1 2023 Statement of Operations Summary (Unaudited) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Sales | $170,732 | $34,788 | | Cost of Sales | $2,383,285 | $23,965 | | Gross profit (loss) | ($2,212,553) | $10,823 | | Total operating expenses | $12,956,552 | $1,244,953 | | Net loss | ($15,674,671) | ($1,308,174) | | Net loss per share (Basic) | ($0.33) | ($0.05) | [Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the first quarter of 2024, net cash used in operating activities was $6.4 million, a significant increase from $1.2 million in the prior-year period. Net cash provided by investing activities was $0.8 million from the sale of marketable securities. Financing activities provided $3.8 million, primarily from warrant conversions. Overall, cash and cash equivalents decreased by $1.8 million, ending the period at $2.0 million Cash Flow Summary (Unaudited) | Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash (used in) operating activities | ($6,387,929) | ($1,169,019) | | Net cash provided by investing activities | $808,720 | $0 | | Net cash provided by financing activities | $3,792,215 | $3,150,675 | | **Net (decrease) in cash** | **($1,786,994)** | **$1,999,876** | | **Cash at end of period** | **$2,046,355** | **$3,477,428** | [Notes to the Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail the company's transformation into Safety Shot, Inc. after acquiring the Safety Shot product in August 2023, highlighting a 'Going Concern' consideration due to significant deficits and cash burn - The company was formerly known as Jupiter Wellness Inc. and changed its name to Safety Shot, Inc. in August 2023 after acquiring the Safety Shot product, which it launched in December 2023[27](index=27&type=chunk) - Auditors have raised substantial doubt about the Company's ability to continue as a going concern due to accumulated deficits of **$81.4 million** and cash used in operations of **$6.4 million** for the quarter[30](index=30&type=chunk) - The company took a **$1,744,714** inventory write-down for certain raw materials and finished goods during Q1 2024 due to rebranding issues[41](index=41&type=chunk) - Subsequent to the quarter end, the company raised **$5,000,000** through a private placement of **2,369,668 shares** of its common stock[125](index=125&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's strategic shift to focus on the commercialization of the Safety Shot dietary supplement following its acquisition in August 2023, leading to a substantial net loss of $15.7 million for Q1 2024 despite revenue growth - The company's primary focus is the commercialization of its Safety Shot Dietary Supplement, launched in December 2023. It is also developing a powdered stick pack version and pursuing placement in Big Box stores[132](index=132&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[163](index=163&type=chunk)[164](index=164&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) Comparing the three months ended March 31, 2024, to the same period in 2023, revenues increased due to the Safety Shot beverage launch, but a significant increase in cost of goods sold and operating expenses led to a widened net loss Comparison of Operations for Three Months Ended March 31 | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Sales | $170,732 | $34,788 | | Gross Profit (Loss) | ($2,212,553) | $10,823 | | Total operating expenses | ($12,956,552) | ($1,244,953) | | Net loss | ($15,674,671) | ($1,308,174) | - The increase in cost of sales was attributed to startup costs for the Safety Shot Beverage and a one-time inventory write-off of **$1,744,714** for rebranding[192](index=192&type=chunk) - Key operating expenses for Q1 2024 included **$1,450,773** for marketing, **$2,382,950** for legal and professional fees, and **$8,090,534** for stock-based compensation[194](index=194&type=chunk)[195](index=195&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is not required to provide information for this item as it qualifies as a 'smaller reporting company' - As a 'smaller reporting company', the registrant is exempt from this disclosure requirement[199](index=199&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were ineffective as of the end of the reporting period due to a small team and lack of a fulsome internal control framework, with remediation efforts underway - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were ineffective[201](index=201&type=chunk) - Reasons for ineffectiveness include an insufficient degree of segregation of duties and the lack of formalized policy documentation. The company plans to expand its management team to remediate these issues[201](index=201&type=chunk)[202](index=202&type=chunk) [PART II - OTHER INFORMATION](index=42&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several legal proceedings, defending against multiple lawsuits primarily alleging breach of contract related to stock warrants, while also having won a default judgment in its own lawsuit against Capybara Research and settled a trademark infringement case with Coachella Music Festival - The company is defending against multiple lawsuits from entities including Intracoastal Capital, Sabby Volatility Warrant Master Fund, 3i LP, Bigger Capital, and Alta Partners, primarily concerning stock warrants[208](index=208&type=chunk)[211](index=211&type=chunk)[213](index=213&type=chunk) - The company was awarded a Default Judgment in its lawsuit against Capybara Research and Igor Appelboom for securities fraud and tortious interference regarding a defamatory article[210](index=210&type=chunk) - A lawsuit with Coachella Music Festival, LLC regarding trademark infringement was settled, with the company agreeing to cease related activities and make a monetary payment that is not expected to be material[215](index=215&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) As a 'smaller reporting company', Safety Shot, Inc. is not required to provide the information for this item - The company is not required to provide risk factor disclosures as it qualifies as a 'smaller reporting company'[219](index=219&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the first quarter of 2024, the company issued a total of 812,000 unregistered shares of common stock for services and to settle pre-existing obligations - Issued **450,000 shares** of common stock for services, valued at **$614,500**[220](index=220&type=chunk) - Issued **362,000 shares** of common stock to settle obligations from 2023, including **100,000 shares** for consulting agreements and **262,000 shares** related to a promissory debt modification[220](index=220&type=chunk)[221](index=221&type=chunk) [Defaults Upon Senior Securities](index=43&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[222](index=222&type=chunk) [Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[223](index=223&type=chunk) [Other Information](index=43&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None[226](index=226&type=chunk) [Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include the CEO and CFO certifications pursuant to Sarbanes-Oxley Sections 302 and 906, and the Interactive Data Files (XBRL) - The exhibits filed include Section 302 and 906 certifications by the Principal Executive Officer and Principal Financial Officer, as well as XBRL Interactive Data Files[225](index=225&type=chunk)
Safety Shot(SHOT) - 2023 Q4 - Annual Report
2024-04-01 21:06
Financial Performance - Safety Shot Inc. reported a net loss of $15,083,041 for the year ended December 31, 2023, compared to a net loss of $15,223,028 for 2022, resulting in a basic and diluted loss per share of $0.49[229] - The Company reported revenues of $202,670 for the year ended December 31, 2023, a significant increase from $120,727 in 2022, attributed to the launch of the Safety Shot beverage in December 2023[244] - Total operating expenses decreased to $12,524,869 in 2023 from $14,078,784 in 2022, reflecting a reduction in various operational costs[246] - Research and development expenses were $100,591 in 2023, down from $1,637,117 in 2022, indicating a shift in focus or reduced activity in R&D[237] - The net loss from continuing operations for 2023 was $14,821,513, slightly improved from a loss of $15,567,200 in 2022[243] - The Company incurred other expenses of $2,222,187 in 2023, compared to $1,283,874 in 2022, primarily due to increased legal and professional fees[243] - Losses from discontinued operations were $261,528 in 2023, contrasting with income of $344,172 in 2022, indicating challenges in that segment[250] - The Company’s gross profit (loss) for 2023 was $(74,457), an improvement from $(204,542) in 2022, suggesting better cost management despite ongoing losses[243] - The Company has fully offset its deferred tax asset of approximately $8,658,484 for 2023 with a valuation allowance due to a lack of earnings history[236] - The Company reported a net loss of $15,083,041 for 2023, a slight improvement from a net loss of $15,223,028 in 2022[251] Product Development and Innovation - The company launched its e-commerce sale of the Safety Shot Beverage in December 2023, which is designed to reduce blood alcohol accumulation and contains 28 active ingredients[207][208] - Safety Shot Inc. plans to relaunch its Photocil product in the US in Q4 2024 after receiving FDA approval for its labeling and composition, with sales currently occurring in India through a licensing agreement[214] - The company is actively pursuing a future product line, including a powdered stick pack version of the Safety Shot Beverage, to meet evolving consumer demands[211] - The company is committed to innovation and adaptability, with a product pipeline that includes hair loss treatments and sexual wellness products, while focusing on the commercialization of the Safety Shot Beverage[211] - The Company is in commercialization mode while pursuing the development of next-generation products and new product initiatives[253] Operational Aspects - The workforce currently consists of eight full-time employees, focusing on advancing the company's health and wellness vision through product development[210][213] - Revenue is generated through various channels, including e-commerce sales of suncare products and licensing revenues, with no significant concentration risk on major customers[214] - Safety Shot Inc. has ceased marketing and selling CBD products due to recent legal changes and declining popularity, and is seeking a partner to dispose of its CBD-related assets[216] - The company maintains a diverse network of raw material suppliers, including reputable entities such as Jiaherb and Mitsubishi Ingredients, to ensure high-quality production[215] Compliance and Reporting - Safety Shot Inc. operates under US GAAP, with financial statements prepared in accordance with these principles, reflecting the company's financial condition and results of operations[205][218]
Safety Shot(SHOT) - 2023 Q3 - Quarterly Report
2023-11-16 21:05
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________to__________________ Commission File Number 001-39569 SAFETY SHOT, INC. (Exact name of registrant as specified in charter) (Formerly known as Jupit ...
Safety Shot(SHOT) - 2023 Q2 - Quarterly Report
2023-08-14 20:06
PART I - FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements, management's discussion, and related disclosures for the company [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity, and cash flows, with notes highlighting going concern considerations [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and equity as of June 30, 2023, and December 31, 2022 Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2023 ($) | December 31, 2022 ($) | | :--- | :--- | :--- | | **Total Current Assets** | $9,170,351 | $6,751,489 | | Cash | $2,772,641 | $1,931,068 | | Marketable Securities | $4,583,987 | $0 | | **Total Assets** | **$11,079,508** | **$8,690,763** | | **Total Current Liabilities** | $4,997,277 | $4,505,510 | | **Total Liabilities** | $5,411,004 | $5,025,169 | | **Total Shareholders' Equity** | **$5,668,504** | **$3,665,594** | - Total assets increased primarily due to the addition of **$4.58 million** in marketable securities. Total shareholders' equity grew from **$3.67 million** to **$5.67 million**, driven by capital raising activities[20](index=20&type=chunk) [Condensed Consolidated Statement of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) This section outlines the company's revenues, expenses, and net loss for the three and six months ended June 30, 2023 and 2022 Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2023 ($) | Three Months Ended June 30, 2022 ($) | Six Months Ended June 30, 2023 ($) | Six Months Ended June 30, 2022 ($) | | :--- | :--- | :--- | :--- | :--- | | Sales | $2,365,258 | $3,000,582 | $3,486,934 | $3,722,211 | | Gross Profit | $503,749 | $505,243 | $750,394 | $622,454 | | Total Operating Expenses | $1,998,701 | $1,397,810 | $3,495,238 | $4,414,083 | | Net Loss | $(359,591) | $(1,440,756) | $(1,667,765) | $(4,360,531) | | Basic Net Loss Per Share | $(0.01) | $(0.07) | $(0.06) | $(0.19) | - The net loss for the three and six months ended June 30, 2023, significantly decreased compared to the same periods in 2022. The improvement was largely driven by a substantial increase in 'Other income', which included an unrealized gain on marketable securities of **$1.19 million** in Q2 2023[23](index=23&type=chunk) [Condensed Consolidated Statement of Changes in Shareholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) This section details the changes in shareholders' equity, including capital contributions and net loss, for the six months ended June 30, 2023 - In the first quarter of 2023, the company issued **4,315,787 shares** in a public offering, resulting in proceeds of **$3.45 million**, which significantly bolstered additional paid-in capital[26](index=26&type=chunk) - Total shareholders' equity increased from **$3.67 million** at the end of 2022 to **$5.67 million** as of June 30, 2023, despite a net loss of **$1.67 million** for the six-month period[26](index=26&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This section summarizes the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2023 and 2022 Cash Flow Summary for Six Months Ended June 30 (Unaudited) | Cash Flow Activity | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,097,191) | $(3,709,580) | | Net cash used in investing activities | $(550,609) | $(2,273,512) | | Net cash provided by/(used in) financing activities | $3,489,373 | $(770,782) | | **Net increase/(decrease) in cash** | **$841,573** | **$(6,753,874)** | - The company's cash position improved in the first half of 2023, with cash and cash equivalents increasing by **$0.84 million**. This was primarily due to **$3.45 million** in proceeds from a public offering, which offset cash used in operations and investments[28](index=28&type=chunk) [Notes to the Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the consolidated financial statements, including significant accounting policies and subsequent events - The company's auditors have noted that its accumulated deficit of **$52.3 million** and cash used in operations of **$2.1 million** for the quarter raise substantial doubt about its ability to continue as a going concern[34](index=34&type=chunk) - The company has two reportable segments: (i) sales and development of skin, hair care, and therapeutic products, and (ii) sales of merchandise to theme parks through its subsidiary SRM Entertainment[44](index=44&type=chunk)[114](index=114&type=chunk) - The company received **1.66 million restricted shares** of Chijet (Nasdaq: CJET) from its investment in a SPAC. These are classified as marketable securities with a fair value of **$4.58 million** as of June 30, 2023, resulting in an unrealized gain of **$1.17 million** for the period[75](index=75&type=chunk)[76](index=76&type=chunk) - Subsequent to the quarter end, on July 10, 2023, the company entered into an Asset Purchase Agreement to acquire intellectual property for "Safety Shot," a rapid alcohol detoxification product, for **$0.2 million** cash and **5 million shares** of common stock[116](index=116&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, including revenue trends, net loss reduction, business strategy, and significant accounting policies for the reporting periods [Business Overview and Strategy](index=28&type=section&id=Business%20Overview%20and%20Strategy) This section describes the company's core business, product development focus, and strategic initiatives, including licensing and subsidiary operations - The company focuses on developing and commercializing over-the-counter (OTC) products for health and wellness, with a pipeline including treatments for hair loss (JW-700), vitiligo (Photocil), and women's sexual wellness (JW-500)[123](index=123&type=chunk)[127](index=127&type=chunk) - A key part of the strategy involves licensing products in overseas markets. The company has signed agreements with Taisho in Japan and Cosmofix Technovation in India for its JW-700 and Photocil products[126](index=126&type=chunk) - Through its wholly-owned subsidiary, SRM Entertainment, the company also develops, manufactures, and supplies exclusive merchandise to the amusement park industry[135](index=135&type=chunk)[136](index=136&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, comparing key metrics like sales, gross profit, and net loss across reporting periods Q2 2023 vs. Q2 2022 Performance | Metric | Q2 2023 ($) | Q2 2022 ($) | | :--- | :--- | :--- | | Sales | $2,365,258 | $3,000,582 | | Gross Profit | $503,749 | $505,243 | | Total Operating Expenses | $(1,998,701) | $(1,397,810) | | Other Income/(Expense) | $1,135,361 | $(548,189) | | **Net Loss** | **$(359,591)** | **$(1,440,756)** | H1 2023 vs. H1 2022 Performance | Metric | H1 2023 ($) | H1 2022 ($) | | :--- | :--- | :--- | | Sales | $3,486,934 | $3,722,211 | | Gross Profit | $750,394 | $622,454 | | Total Operating Expenses | $(3,495,238) | $(4,414,983) | | Other Income/(Expense) | $1,077,079 | $(568,902) | | **Net Loss** | **$(1,667,765)** | **$(4,360,531)** | - The significant reduction in net loss for both the three and six-month periods of 2023 was primarily driven by 'Other income', which included a **$1.17 million** unrealized gain on marketable securities[179](index=179&type=chunk)[187](index=187&type=chunk) [Significant Accounting Policies](index=32&type=section&id=Significant%20Accounting%20Policies) This section outlines the critical accounting principles and methods used in preparing the financial statements, including revenue recognition and tax policies - The company is classified as an "emerging growth company" under the JOBS Act and has elected to use the extended transition period for adopting new or revised accounting standards[146](index=146&type=chunk)[147](index=147&type=chunk) - Revenue is recognized when control of products is transferred to the customer, which is typically at the point of shipment (FOB shipping point)[158](index=158&type=chunk) - Due to a lack of earnings history, the company maintains a full valuation allowance of approximately **$7.1 million** against its deferred tax assets as of December 31, 2022[165](index=165&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that as a "smaller reporting company," it is not required to provide the information for this item - As a "smaller reporting company," Jupiter Wellness is exempt from providing quantitative and qualitative disclosures about market risk[191](index=191&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective due to team size, with remediation efforts underway including new hires and process enhancements - The CEO and principal financial officer concluded that the company's disclosure controls and procedures were ineffective[193](index=193&type=chunk) - The ineffectiveness is attributed to the assessment and control of disclosure decisions being performed by a small team. The company plans to expand its management team to address this[193](index=193&type=chunk) - The company has implemented remediation measures for previously identified internal control weaknesses, including hiring individuals with relevant experience and enhancing financial controls[194](index=194&type=chunk) PART II - OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, and other required disclosures [Item 1. Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) This section details a settled lawsuit filed by the company against Robert Koch and others, which concluded with no payment from the company - A lawsuit filed by the company against Robert Koch and others, alleging extortion, was settled and the case was closed on February 17, 2023[198](index=198&type=chunk) - Jupiter Wellness did not pay any amount in the settlement of the claims[113](index=113&type=chunk)[198](index=198&type=chunk) [Item 1A. Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) As a "smaller reporting company," Jupiter Wellness is exempt from providing a discussion of risk factors in its Form 10-Q - As a "smaller reporting company," Jupiter Wellness is exempt from providing a discussion of risk factors in its Form 10-Q[199](index=199&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports various unregistered sales of equity securities, including warrants from a private placement and restricted shares for advisory services - In January 2023, the company entered into a Securities Purchase Agreement for the issuance of **8.63 million common stock warrants** in a private placement (PIPE Offering)[202](index=202&type=chunk) - On March 31, 2023, the company issued **0.5 million restricted shares** of its common stock to Greentree Financial Group, Inc. in connection with a Financial Advisory Agreement[203](index=203&type=chunk) [Item 3. Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities during the reporting period[204](index=204&type=chunk) [Item 4. Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable to the company's operations[205](index=205&type=chunk) [Item 5. Other Information](index=43&type=section&id=Item%205.%20Other%20Information) There is no other information to report for this item - There is no other information to report for this item[206](index=206&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications (Sections 302 and 906) and Interactive Data Files (XBRL) - The exhibits filed with the report include certifications by the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act, as well as Interactive Data Files (XBRL)[207](index=207&type=chunk)
Safety Shot(SHOT) - Prospectus(update)
2023-06-22 20:06
Registration No. 333-269794 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Amendment No. 3) FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jupiter Wellness, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) As filed with the Securities and Exchange Commission on June 22, 2023 (Primary Standard Industrial Classification Code Number) 2844 82-2455880 (I.R.S. Employer Identification Number) 1061 E. Indi ...
Safety Shot(SHOT) - Prospectus(update)
2023-06-06 14:42
As filed with the Securities and Exchange Commission on June 6, 2023 Registration No. 333-269794 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Amendment No. 2) FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jupiter Wellness, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Primary Standard Industrial Classification Code Number) 2844 82-2455880 (I.R.S. Employer Identification Number) 1061 E. India ...
Safety Shot(SHOT) - Prospectus(update)
2023-05-12 21:31
As filed with the Securities and Exchange Commission on May 12, 2023 Registration No. 333-269794 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Amendment No. 1) FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jupiter Wellness, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Primary Standard Industrial Classification Code Number) 2844 82-2455880 (I.R.S. Employer Identification Number) 1061 E. India ...
Safety Shot(SHOT) - 2023 Q1 - Quarterly Report
2023-05-12 20:05
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or JUPITER WELLNESS, INC. (Exact name of registrant as specified in charter) Delaware 83-2455880 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 1061 E. Indiantown Road, Suite 110 Jupiter, FL 33477 (Address of principal executive offi ...
Safety Shot(SHOT) - 2022 Q4 - Annual Report
2023-04-03 10:11
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 Commission File Number: 001-39569 Jupiter Wellness, Inc. (Exact name of registrant as specified in its charter) DELAWARE 83-2455880 (State or other jurisdiction of (I.R.S. Employer incorporation or organizati ...