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

☐	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 Jupiter Wellness, Inc.)

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 offices)		(Zip Code)

(561) 244-7100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $.001 par value per share	SHOT	Nasdaq
Warrants to purchase shares of common stock	SHOTW	Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ YES ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be pursuant to Rule 405 of Regulation S- T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ YES ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November 13, 2023, there were 39,817,783 shares of the registrant’s common stock outstanding.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9

Item 4.	Controls and Procedures	9

PART II - OTHER INFORMATION		10

Item 1.	Legal Proceedings	10

Item 1A.	Risk Factors	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Mine Safety Disclosures	10

Item 5.	Other Information	10

Item 6.	Exhibits	11

SIGNATURES		12

Table of Contents

PART I - FINANCIAL INFORMATION

This Quarterly Report on Form 10-Q includes the accounts of Safety Shot, Inc., a Delaware corporation (“Safety Shot”). References in this Report to “we”, “our”, “us” or the “Company” refer to Safety Shot, Inc. and its consolidated subsidiaries unless the context dictates otherwise.

FORWARD LOOKING STATEMENTS

Certain statements in this report, including information incorporated by reference, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations, beliefs or other statements that are not statements of historical fact. Words such as “will,” “may,” “should,” “could,” “would,” “expects,” “plans,” “believes,” “anticipates,” “intends,” “estimates,” “approximates,” “predicts,” “forecasts,” “potential,” “continue,” or “projects,” or the negative or other variation of such words, and similar expressions may identify a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism about future operating results and the development of our products, are forward-looking statements.

Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” below, as well as those discussed elsewhere in this Quarterly Report on Form 10-Q. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We file reports with the Securities and Exchange Commission (“SEC”). The public can read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

Table of Contents

Item 1. Financial Statements

Safety Shot, Inc.

	Page

Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022 (Audited)	F-2
Condensed Consolidated Statements of Operations for the Three and Nine months Ended September 30, 2023 and 2022 (Unaudited)	F-3
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine months Ended September 30, 2023 and 2022 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2023 and 2022 (Unaudited)	F-5
Notes to the Consolidated Financial Statements (Unaudited)	F-6

F-1

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Balance Sheets

As of September 30, 2023 and December 31, 2022

	Nine months Ended September 30, 2023 (Unaudited)			Year ended December 31, 2022 (Audited)
Assets
Cash	$	4,387,797		$	1,931,068
Marketable Securities		2,281,074			-
Inventory		93,663			441,404
Account receivable		3,012			647,530
Prepaid expenses and deposits		605,818			814,114
Investment in affiliates		794,717			2,917,373
Total current assets		8,166,081			6,751,489
Long-Term Assets
Right of use assets		521,519			643,977
Intangible assets, net		-			291,533
Goodwill		-			941,937
Intellectual property, net		2,612,907			-
Fixed assets, net		30,923			61,827
Total assets	$	11,331,430		$	8,690,763

Liabilities and Shareholders’ Equity
Accounts Payable	$	1,689,697		$	1,927,188
Convertible notes, net of discounts		2,000,000			2,000,000
Current portion of lease liability		206,015			164,170
Accrued interest		229,261			110,905
Accrued liabilities		89,245			255,714
Covid – 19 SBA Loan		49,166			47,533
Total current Liabilities		4,263,384			4,505,510

Long-term portion lease liability		358,920			519,659
Total liabilities		4,622,304			5,025,169
Shareholders’ Equity
Preferred stock, $0.001 par value, 100,000 shares authorized of which none are issued and outstanding		-			-
Common stock, $.001 par value, 100,000,000 shares authorized, of which 37,208,759 and 22,338,888 shares issued and outstanding as of September 30, 2023 and December 31, 2022		37,209			22,339
Additional paid-in capital		65,950,427			53,763,929
Common stock payable		725,230			477,000
Accumulated deficits		(60,003,740	)		(50,597,674	)
Total Shareholders’ Equity		6,709,126			3,665,594

Total Liabilities and Shareholders’ Equity	$	11,331,430		$	8,690,763

The accompanying notes are an integral part of these unaudited financial statements.

F-2

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Statement of Operations

For the Three and Nine months Ended September 30, 2023 and 2022

(Unaudited)

	2023			2022			2023			2022
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Revenue
Sales	$	484,196		$	1,568,925		$	3,971,130		$	5,291,136
Cost of Sales		425,812			1,155,617			3,162,352			4,255,374
Gross profit		58,384			413,308			808,778			1,035,762

Operating expense
General and administrative expenses		4,182,558			2,196,502			7,677,796			5,610,585
Impairment of Promissory Note		-			-			-			1,000,000
Total operating expenses		4,182,558			2,196,502			7,677,796			6,610,585
Other income / (expense)
Interest income		56,113			483			57,115			1,424
Interest expense		(106,892	)		(549,715	)		(221,010	)		(1,124,371	)
Other income / (expense)		(2,426,915	)					(1,236,720	)		4,813
Gain / (loss) on deconsolidation		(409,549	)		-			(409,549	)		-
Unrecognized gain / (loss) on equity investment		(726,884	)		-			(726,884	)		-
Total other income (expense)		(3,614,127	)		(549,232	)		(2,537,048	)		(1,118,134	)

Net (loss)	$	(7,738,301	)	$	(2,332,426	)	$	(9,406,066	)	$	(6,692,957	)

Net (loss) per share:
Basic	$	(0.26	)	$	(0.10	)	$	(0.34	)	$	(0.30	)

Weighted average number of shares
Basic		29,836,485			21,530,012			27,370,658			22,191,644

The accompanying notes are an integral part of these unaudited financial statements.

F-3

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Statement of Changes in Shareholders’ Equity

For the Three and Nine months Ended September 30, 2023 and 2022

(Unaudited)

	Shares			Amount			Shares			Amount			Payable			Capital			Deficits			Total
	Treasury Shares						Common Stock						Common Stock			Additional Paid-In			Accumulated
	Shares			Amount			Shares			Amount			Payable			Capital			Deficits			Total
Balance, December 31, 2021		-			-			24,046,001		$	24,046		$	285,000		$	51,668,019		$	(35,374,646	)	$	16,602,419
Shares issued for services		-			-			100,000			100			-			104,900			-			105,000
Treasury shares purchased		1,995,948			(2,133,167	)		(1,995,948	)		(1,996	)		-			1,996			-			(2,133,167	)
Net loss		-			-			-			-			-			-			(2,919,775	)		(2,919,775	)
Balance March 31, 2022		1,995,948			(2,133,167	)		22,150,053			22,150			285,000			51,774,915			(38,294,421	)		11,654,477
Treasury shares purchased		694,406			(643,558	)		(694,406	)		(694	)		-			694			-			(643,558	)
Treasury shares cancelled		(2,433,894	)		2,579,894			-			-			-			(2,579,894	)		-			-
Shares issued in connection with convertible promissory note		-			-			250,000			250			-			277,250			-			277,500
Fair value of warrants issued and issue discounts with convertible note		-			-			-			-			-			706,977			-			706,977
Stock options issued for services		-			-			-			-			-			142,169			-			142,169
Net loss		-			-			-			-			-			-			(1,440,756	)		(1,440,756	)
Balance June 30, 2022		256,460			(196,831	)		21,705,647			21,706		$	285,000		$	50,322,111			(39,735,177	)	$	10,696,809
Treasury shares purchased		135,263			(103,320	)		(135,263	)		(135	)		-			135			-			(103,320	)
Shares issued for services		-			-			150,000			150			-			103,710			-			103,860
Common Stock to be issued for services		-			-			-			-			192,000			-			-			192,000
Management common shares cancelled		-			-			(56,496	)		(57	)		-			57			-			-
Net loss		-			-			-			-			-			-			(2,332,426	)		(2,332,426	)
Balance September 30, 2022		391,723			(300,151	)		21,663,888			21,664			477,000			50,426,013			(42,067,603	)		8,556,923

Balance December 31, 2022		-			-			22,338,888		$	22,339		$	477,000		$	53,763,929		$	50,597,674	)	$	3,665,594

Shares issued in Public Offering		-			-			4,315,787			4,316			-			3,446,359			-			3,450,675
Net loss		-			-			-			-			-			-			(1,308,174	)		(1,308,174	)
Balance March 31, 2023		-			-			26,654,675			26,655			477,000			57,210,288			(51,905,848	)		5,808,095
Shares issued for services		-			-			500,000			500			-			219,500			-			220,000
Net loss		-			-			-			-			-			-			(359,591	)		(359,591	)

Balance June 30, 2023		-			-			27,154,675		$	27,155		$	477,000		$	57,429,788			(52,265,439	)	$	5,668,504

Shares issued for Stock payable		-			-			300,000			300			(192,000	)		191,700			-			-
Stock payable for services		-			-			-			-			113,500			-			-			113,500
Stock payable for inducement		-			-			-			-			326,730			-			-			326,720
Purchase of intangible asset		-			-			5,000,000			5,000			-			2,463,500						2,468,500
Stock issued for services		-			-			1,175,000			1,175			-			456,750			-			457,925
Warrant conversions		-			-			3,579,084			3,579			-			3,332,195			-			3,335,774
Deconsolidation of SRM Entertainment and change to equity method of accounting		-			-			-			-			-			551,757			-			551,757
Fair value of price reduction on conversion price for notes and warrants		-			-			-			-			-			1,120,333			-			1,120,333
Fair value of options granted to employees		-			-			-			-			-			39,444			-			39,444
Fair value of warrants granted for services		-			-			-			-			-			364,960			-			364,960
Net Loss		-			-			-			-			-			-			(7,738,301	)		(7,738,301	)
Balance September 30, 2023		-			-			37,208,759			37,209			725,230			65,950,427			(60,003,740	)		6,709,126

The accompanying notes are an integral part of these unaudited financial statements.

F-4

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Condensed Consolidated Statement of Cash Flows

For the Nine months Ended September 30, 2023 and 2022

(Unaudited)

	2023			2022
	Nine months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net (loss)	$	(9,406,066	)	$	(6,692,957	)
Depreciation & Amortization		112,442			72,617
Gain on sale of fixed assets		(23,308	)		(3,702	)
Impairment IP		-			1,000,000
Fair value of options issued for services		39,444			142,169
Fair value of shares issued for services		791,425			400,860
Fair value of shares issued for inducement		326,730			-
Fair value of warrants issued for services		364,960			-
Amortization of debt discount		-			996,879
Amortization Clinical research agreement		-			212,500
Loss on deconsolidation of SRM Ltd.		409,549			-
Loss on extinguishment		1,120,333			-
Unrealized gain/loss on equity investment		726,884			-
Realized gain/loss on sale of marketable securities		(216,664	)		-
Unrealized loss on marketable securities		356,359			-
Bad debt		4,816			2,266

Adjustments to reconcile net income to net cash provided by (used in) operating activities
Prepaid expenses and deposits		(181,946	)		(262,852	)
Right of Entry asset		122,458			114,004
Accounts receivable		371,803			43,403
Inventory		94,157			(93,006	)
Accounts payable		(59,862	)		(670,627	)
Accrued liabilities		130,938			82,330
Lease liability		(118,894	)		(94,078	)
Net cash (used in) operating activities		(5,034,442	)		(4,750,194	)
Cash flows from investing activities:
Cash paid for purchase of assets		(200,000	)		(35,392	)
Cash paid for research agreement		-			(1,500,000	)
Cash paid for marketable securities		(14,332	)		-
Cash paid for purchase of fixed assets		(108,954	)		(1,000,000	)
Cash paid for SRM Inc.		(390,478	)		-
Cash received from SRM Ltd.		1,534,814			-
Cash received for sale of marketable securities		665,631			-
Net change to value of marketable securities		345,032			-
Cash paid for investment		(508,800	)		-
Proceeds from sale of assets		39,100			43,000
Net cash (used in) investing activities		1,362,013			(2,492,392	)

Cash flows from financing activities:
Shares issued for cash		6,786,449			-
Cash paid for Treasury Stock		-			(2,880,045	)
Proceeds from Promissory notes		-			1,880,000
Loans to affiliates		(699,952	)		-
Borrowings on debt		199,097			241,272
Payments on debt		(156,436	)		(187,711	)
Net cash (used in) provided by financing activities		6,129,158			(946,484	)

Net (decrease) in cash and cash equivalents		2,456,729			(8,189,070	)

Cash and cash equivalents at the beginning of the period		1,931,068			11,754,558

Cash and cash equivalents at the end of the period	$	4,387,797		$	3,565,488

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash items:		-
Fair value of Warrants issued and beneficial conversion feature in connection with convertible notes	$	-		$	706,977
Reclassification of Held to Maturity investments to Marketable Securities	$	3,417,100		$	-
Shares issued from stock payable for services	$	192,000		$	-
Shares issued for GBB asset purchase	$	2,468,500		$	-
Reclassification for SRM Ltd deconsolidation	$	146,800		$	-
Common stock issued in connection with promissory notes	$	-		$	277,500
Treasury shares cancelled	$	-		$	2,579,894
Cancellation of shares issued to management		-		$	57

The accompanying notes are an integral part of these unaudited financial statements.

F-5

Table of Contents

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Notes to Financial Statements

For the Nine months Ended September 30, 2023 and Year Ended December 31, 2022

(Unaudited)

Note 1 – Organization and Business Operations

Safety Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023 the Company acquired certain assets of GBB Drink Lab Inc which included the blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol at a rate faster than would occur normally. Concurrently with the purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company plans on rolling out Safety Shot in 2024.

Safety Shot has a well-established clinical development infrastructure and fits within the Company’s existing over-the-counter and prescription-grade health and wellness products. The Company will continue its current products line as an operating division and is committed to supporting health and wellness by developing innovative solutions to a range of conditions. We take pride in our research and development of over-the-counter (OTC) products and intellectual property, which aim to address some of the most prevalent health and wellness concerns today. Our product pipeline includes a diverse range of products, such as hair loss treatments, eczema creams, vitiligo solutions, and sexual wellness products, that cater to different health and wellness needs. We are dedicated to staying up-to-date with the latest scientific research and technology, ensuring that our products are effective, safe, and meet the highest industry standards.

To achieve our mission, we rely on a team of highly skilled and experienced professionals who are committed to advancing our vision of health and wellness. Our team includes scientists, researchers, product developers, and business experts who collaborate to create new products and enhance existing ones. We also partner with industry leaders and organizations to leverage the latest technologies and expand our reach.

We generate revenue through various channels, including the sales of our OTC and consumer products, as well as licensing royalties. Our products are available through various retailers and e-commerce platforms, making them accessible to a broad customer base. Additionally, we collaborate with other companies to license our intellectual property, creating additional revenue streams and expanding our global presence.

Going Concern Consideration

As of September 30, 2023 and December 31, 2022, the Company had an accumulated deficits of $60,003,740 and $50,597,674, respectively, and cash flow used in operations of $5,034,442 for the nine months ended September 30, 2023 and $6,395,942 and $7,567,645 for the years ended December 31, 2022 and 2021. The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. As of September 30, 2023 and December 31, 2022, the Company had $4,387,797 and $1,931,068, respectively, in cash and working capital of $3,902,697 and $2,245,979, respectively. These conditions have raised doubt about the Company’s ability to continue as a going concern as noted by our auditors, M&K CPAS, PLLC.

Note 2 – Significant Accounting Policies Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness, Inc., a Florida corporation, Magical Beasts, LLC, a Nevada limited liability company and SRM Entertainment, Limited, a Hong Kong private limited company. All intercompany accounts and transactions have been eliminated.

Debt Extinguishment and Modification

SEC Form 10-Q filed by Jupiter Wellness Inc.