Safety Shot Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 15, 2025, Safety Shot, Inc. (the “Company”), upon approval of the Company’s Board of Directors and the sole holder of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred”), filed an Amended and Restated Certificate of Designation of Series C Preferred Stock with the Secretary of State of the State of Delaware (the “Amended and Restated Series C Certificate of Designation”), pursuant to which the conversion price for the Company’s Series C Preferred was amended and restated from $.5582 to equal $1.081, which dollar figure represents the average Official Nasdaq Closing Price for the five trading days preceding August 9, 2025, with no other changes being made to the designations, rights or preferences of the Series C Preferred.
The foregoing description of the Amended and Restated Series C Certificate of Designation does not purport to be a complete description of such document and is qualified in its entirety by reference to the full text of such document, the form of which is filed herewith as Exhibit 3.1 and incorporated by reference herein.
Item 8.01 Other Events.
As previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2025, the Company entered into (i) a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional investor entity (the “Investor”) for a private investment in public equity of 35,000 shares of its Series C Preferred. As a result of the increase in the conversion price of the Series C Preferred to $1.081, effected by the filing of the Amended and Restated Series C Certificate of Designation, the total number of shares of the Company’s common stock into which such 35,000 shares of Series C Preferred issued to the Investor pursuant to the Securities Purchase Agreement can be converted has been reduced from 62,701,541 to 32,377,428 shares of common stock; and (ii) a Revenue Sharing Agreement (‘the “Revenue Sharing Agreement”) with LetsBonk.fun of 100,000 shares of its Series C Preferred. As a result of the increase in the conversion price of the Series C Preferred to $1.081, effected by the filing of the Amended and Restated Series C Certificate of Designation, the total number of shares of the Company’s common stock into which such 100,000 shares of Series C Preferred issued to the Investor pursuant to the Revenue Sharing Agreement can be converted has been reduced from 179,147,260 to 92,506,938 shares of common stock.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Designation of Series C Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
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.
| SAFETY SHOT, INC. | ||
| Date: August 19, 2025 | By: | /s/ Jarrett Boon |
| Name: | Jarrett Boon | |
| Title: | Chief Executive Officer | |