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): February 4, 2025
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
7.01 Regulation FD Disclosure
On
February 4, 2025, Safety Shot, Inc. (the “Company”) issued a press release. A copy of the press release is furnished hereto
as Exhibit 99.1 and incorporated herein by reference.
Exhibits
9.01 Financial Statements and Exhibits
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:
February 4, 2025
| SAFETY
SHOT, INC. |
|
| |
|
|
| By: |
/s/
Jarrett Boon |
|
| |
Jarrett
Boon |
|
| |
Chief
Executive Officer |
|
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Yerbae
Expands Colorado Distribution Through Eagle Rock Distributing and King Soopers, Seeking to Mirror Safety Shot’s Success in Major
Supermarket Chains
SCOTTSDALE,
Ariz., February 4, 2025 — Yerbaé Brands Corp. (TSX-V: YERB.U; OTCQX: YERBF) (“Yerbaé” or the “Company”),
a plant-based functional beverage company, today announced a new distribution agreement with Eagle Rock Distributing Company (“Eagle
Rock”), a full-service beverage distributor servicing retailers across Georgia and Colorado. Under the agreement, Eagle Rock will
distribute Yerbae’s 12oz functional beverage product line to King Soopers locations throughout Colorado. King Soopers, a subsidiary
of Kroger, is one of the largest supermarket chains in the Rocky Mountain region.
This
strategic partnership comes amidst a surge in consumer demand for plant-based, better-for-you alternatives in the beverage sector. Yerbaé,
with its commitment to clean ingredients and natural energy, is well-positioned to capitalize on this trend, particularly within the
expansive King Soopers network.
Eagle
Rock Distributing Company has been a trusted partner for premium beverage brands in Colorado, known for its commitment to quality service
and extensive experience in the beverage distribution space. The company’s established network will ensure that Yerbae’s
products reach King Soopers locations throughout the state, from Denver to Boulder to Colorado Springs.
“We’re
extremely excited to be working with Eagle Rock Distributing,” said Todd Gibson, CEO and Co-Founder of Yerbaé. “Colorado
consumers are increasingly focused on health and wellness, and Yerbae’s clean, plant-based functional beverages are the perfect
fit for this market. We’ve seen strong sales in the region from other retailers, and this partnership with Eagle Rock will ensure
that King Soopers customers across the state have easy access to our products. We’re confident that Eagle Rock’s local expertise
and excellent service will help us grow our presence in Colorado and continue meeting the demand for healthier beverage options.”
This
expansion seeks to mirror Safety Shot, Inc.’s (Nasdaq: SHOT) success, which is in the process of acquiring Yerbaé, in securing
distribution agreements with major supermarket chains across the United States, including a leading chain with over 2,400 stores in 35
states and a prominent Midwestern chain with over 285 stores across eight states.
Expanding
Product Availability and Empowering Consumers
Eagle
Rock will be delivering Yerbae’s latest 12oz functional beverage lineup, featuring the tantalizing flavors of Mango Passionfruit,
Black Cherry Pineapple, and Peachy Mimosa Twist. This expansion provides King Soopers’ customers with an even wider selection of
zero sugar, zero calorie, non-GMO, and gluten-free beverages, empowering them to make healthy choices without sacrificing taste or enjoyment.
Synergies
with Safety Shot and Future Growth
This
distribution agreement with Eagle Rock and King Soopers reinforces Yerbaé’s commitment to expanding its retail footprint
and making its products more accessible to health-conscious consumers. This strategy aligns with the approach of Safety Shot, Inc., which
is in the process of acquiring Yerbaé, and its focus on securing prominent placements within both convenience stores and major
supermarket chains.
“Yerbaé’s
expansion into King Soopers reflects a shared vision with Safety Shot to provide consumers with convenient access to innovative and healthy
beverage choices,” said Jarrett Boon, CEO of Safety Shot, Inc. “We are confident that this partnership will be mutually beneficial
and contribute to the continued growth of both brands.”
Yerbaé
Brands Corp.
Founded
in 2017 by Todd Gibson and Karrie Gibson, Yerbaé Brands Corp., (TSX-V: YERB.U; OTCQX: YERBF) is disrupting the functional beverage
marketplace with great tasting, zero sugar, zero calorie beverages, while using plant-based ingredients that are designed to meet the
needs of the wellness forward consumer. Harnessing the power of nature, Yerbaé’s key ingredient (yerba mate, a South American
herb) is known to produce 196 different vitamins, minerals and nutrients as well as caffeine.
By
combining yerba mate with its premium ingredients and flavors, Yerbaé provides consumers with a no compromise functional beverage
solution. All Yerbaé beverages are zero calorie, zero sugar, non-GMO, and gluten free.
Find
us @DrinkYerbaé on Instagram, Facebook, Twitter and TikTok, or online at https://yerbae.com.
Contact
Information:
For
investors, investors@yerbae.com or 480.471.8391
To
reach CEO Todd Gibson, todd@yerbae.com or 480.471.8391
About
Safety Shot, Inc.
Safety
Shot, Inc., a wellness and dietary supplement company, has developed Sure Shot, the first patented wellness product on Earth that lowers
blood alcohol content by supporting its metabolism, while boosting clarity, energy, and overall mood. Sure Shot is available for purchase
online at www.sureshot.com, www.walmart.com and Amazon. Safety Shot, Inc. is introducing business-to-business sales of
Sure Shot to distributors, retailers, restaurants, and bars throughout 2025.
Investor
Relations
Phone:
561-244-7100
Email:
investors@drinksafetyshot.com
Neither
TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the applicable securities laws. All statements other
than statements of historical facts contained in this press release, including statements regarding Eagle Rock’s ability to help
Yerbaé grow its presence in Colorado, Yerbaé’s ability to capitalize on growing consumer demand for plant-based,
better-for-you alternatives in the beverage sector in Colorado or elsewhere, particularly within the expansive King Soopers network,
Yerbaé’s and SHOT’s business strategy, prospective costs, timing and the completion and any successes derived therefrom
from the proposed business combination between Yerbaé and SHOT, are all forward-looking statements. These forward-looking statements
generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions,
including, but not limited to, Yerbaé’s inability to grow its presence in Colorado and, in connection therewith, its ability
to capitalize on the growing demand for plant-based, better-for-you alternatives in the beverage sector, the risk that the Yerbaé
and SHOT transaction may not be completed in a timely manner or at all, which may adversely affect the price of Yerbaé’s
securities; changes in applicable laws or regulations; the possibility that Yerbaé may be adversely affected by other economic,
business, and/or competitive factors; and other risks and uncertainties not in the direct control of the Company. Moreover, Yerbaé
operates in very competitive and rapidly changing environments. Because forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified and some of which are beyond Yerbaé’s control, you should
not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the date they
are made. Yerbaé gives no assurance that it will achieve the expectations stated herein. Readers are cautioned not to put undue
reliance on forward-looking statements, and except as required by law, Yerbaé assumes no obligation and do not intend to update
or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
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