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Registration No. 333-

As filed with the U.S. Securities and Exchange Commission on ~~May~~December 1910, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Registration Statement

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~SAFETY SHOT~~BONK, INC.

(Exact name of registrant as specified in its charter)

Delaware	2844	83-2455880
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

~~1061~~18801 E.N ~~Indiantown~~Thompson ~~Rd.,~~Peak Pkwy Ste. ~~110~~380

~~Jupiter~~Scottsdale, FLAZ ~~33477~~85255

(561) 244-7100

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

Jarrett Boon

Chief Executive Officer

~~Safety Shot~~Bonk, Inc.

~~1061~~18801 E.N ~~Indiantown~~Thompson ~~Rd.,~~Peak Pkwy Ste. ~~110~~380

~~Jupiter~~Scottsdale, FLAZ ~~33477~~85255

(561) 244-7100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

~~Arthur~~Joseph SM. ~~Marcus~~Lucosky, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 Tel. No.: (732) 395-4400 Fax No.: (732) 395-4401

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Telephone: (212) 930-9700

Facsimile: (212) 930-9725

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):

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. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING ~~SHAREHOLDERS~~STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to Completion, dated ~~May~~December ~~[ ]~~10, 2025

PROSPECTUS

~~SAFETY SHOT~~BONK, INC.

1 31,~~233~~839,~~507~~533 Shares of Common Stock

This prospectus relates to the resale or other disposition from time to time in one or more offerings of up to 131,~~233~~839,~~507~~533 shares of our common stock, par value $0.001, by the Selling Stockholders named herein (the “Selling Stockholders”). The shares that may be offered and sold from time to time pursuant to this prospectus include (i) ~~up to 833~~30,~~507~~000,054 shares of common stock issued ~~to 3i LP~~ pursuant to that certain ~~Stipulation~~Exchange ofAgreement ~~Settlement~~(the ~~dated~~“July ~~April 23,~~ 2025 ~~(“Stipulation~~PIPE ofWarrants ~~Settlement~~Exchange Agreement”), asdated toNovember ~~the~~7, ~~filed~~2025, ~~action~~by ~~against~~and ~~the~~between ~~Company~~the inCompany and the ~~Supreme~~investors ~~Court~~named oftherein (the ~~State~~“July of2025 ~~New York, New York County, bearing Index No. 650196/2024~~Purchasers”); and (ii) ~~400~~1,~~000~~839,479 shares of common stock issuable ~~issued~~upon toexercise ~~Paul~~of L.the ~~Kessler~~common ~~for~~stock ~~services~~purchase ~~rendered~~warrants to (the ~~Company~~“Placement ~~pursuant~~Agent Warrants”) issued to ~~the~~Dominari ~~terms~~Securities LLC, ofpursuant to that certain ~~Advisory~~placement agency agreement (the “July 2025 Placement Agency Agreement”), ~~between Bristol~~dated ~~Capital~~July 21, ~~LLC~~2025, by and between the Company onand ~~December~~Dominari ~~18,~~Securities ~~2024 (“Advisory Agreement”)~~LLC.

We will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders pursuant to this prospectus.

The Selling Stockholders identified in this prospectus, or its permitted transferees or other successors-in-interest, may offer the shares of our common stock from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privately negotiated prices. We provide additional information about how the Selling Stockholders may sell its shares of common stock in the section entitled “Plan of Distribution” in this prospectus.

Our common stock is listed on the NASDAQ Capital Market under the symbol “~~SHOT~~BNKK.” On ~~May~~December 165, 2025, the last reported sale price of our common stock was approximately $0.411974 per share.

~~Investing~~We inare ~~our~~an ~~securities~~“emerging ~~involves~~growth company” and a ~~high~~“smaller ~~degree~~reporting ofcompany” ~~risk.~~each ~~Before~~as ~~making~~defined ~~any~~in ~~investment~~the ~~decision~~federal securities laws, ~~you~~and, ~~should~~as ~~carefully~~such, ~~review~~we ~~and~~may ~~consider~~elect ~~all the~~to ~~information~~comply inwith certain reduced public company reporting requirements for this prospectus and ~~the~~future filings. ~~documents~~We ~~incorporated~~may bycontinue ~~reference~~to ~~herein,~~be ~~including~~a ~~the~~smaller ~~risks~~reporting ~~and~~company ~~uncertainties~~even ~~described under~~after we are no longer an emerging growth company. See “~~Risk~~Prospectus Summary—Implications ~~Factors~~of Being an Emerging Growth Company” ~~beginning~~and on“Prospectus ~~page~~Summary 15– Implications of Being a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus and the documents incorporated by reference herein, including the risks and uncertainties described under “Risk Factors” beginning on page 16.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is ~~_____~~__________, 2025.

~~SAFETY SHOT~~BONK, INC.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	21
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	32
PROSPECTUS SUMMARY	43
THE RESALE OFFERING	1415
RISK FACTORS	1516
USE OF PROCEEDS	2919
DETERMINATION OF OFFERING PRICE	2919
DIVIDEND POLICY	2919
MARKET INFORMATION	2919
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	29
PRINCIPAL STOCKHOLDERS	20
BUSINESS	32
SELLING STOCKHOLDERS	22
MANAGEMENT	42
DESCRIPTION OF SECURITIES	25
EXECUTIVE COMPENSATION	47
PLAN OF DISTRIBUTION	31
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	48
LEGAL MATTERS	32
PRINCIPAL STOCKHOLDERS	49
EXPERTS	32
SELLING STOCKHOLDERS	50
WHERE YOU CAN FIND MORE INFORMATION	32
DESCRIPTION OF SECURITIES	50
INFORMATION INCORPORATED BY REFERENCE	33
PLAN OF DISTRIBUTION	57
LEGAL MATTERS	58
EXPERTS	58
INFORMATION INCORPORATED BY REFERENCE	59
INDEX TO FINANCIAL STATEMENTS	F-1

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement that we have filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”), pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus.

This prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being offered and other information you should know before investing in our common stock. Before purchasing any common stock, you should carefully read both this prospectus and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

Neither we, nor the Selling Stockholders, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Stockholders will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and in any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.

All references in this prospectus to the “Company”, “we”, “us”, or “our”, are to ~~Safety Shot~~Bonk, Inc., a Delaware corporation, and its consolidated subsidiaries unless the context dictates otherwise.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes statements and information that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are “forward-looking statements” include any projections of earnings, revenue or other financial items, any statements of the plans, strategies or objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, any statements concerning potential acquisitions, and any statements of assumptions underlying any of the foregoing. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “outlook,” “strategy,” “positioned,” “intends,” “plans,” “believes,” “projects,” “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements.

These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based or the success of our business. In addition, even if results are consistent with the forward-looking statements contained in this prospectus, those results may not be indicative of results or developments in subsequent periods. Furthermore, industry forecasts are likely to be inaccurate, especially over long periods of time and in industries particularly sensitive to market conditions, such as the seafood industry.

Forward- looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to ~~risks~~ risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Should one or more of the risks or uncertainties described above or elsewhere in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, we disclaim all responsibility to publicly update any information contained in a forward-looking statement or any forward-looking statement.

All forward-looking statements attributable to us or to persons acting on our behalf, including any such forward-looking statements made subsequent to the publication of this prospectus, are expressly qualified in their entirety by this cautionary statement.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere or incorporated by reference into this prospectus. Because it is a summary, it does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including the section entitled “Risk Factors,” any applicable prospectus supplement and the documents that we incorporate by reference into this prospectus and any applicable prospectus supplement, before making an investment decision.

Overview

~~Safety Shot~~ Bonk, Inc. (NASDAQ: ~~SHOT~~BNKK) was formerly known as Safety Shot, Inc., and prior to that, Jupiter Wellness, Inc. In August 2023, the Company ~~successfully~~acquired certain ~~completed~~assets ~~the~~of ~~asset~~GBB ~~purchase~~Drink ofLab ~~the~~Inc ~~Safety~~which ~~Shot~~included ~~Dietary~~the ~~Supplement from~~blood ~~GBB~~alcohol ~~Drink~~reduction ~~Lab,~~drink ~~Inc.~~Sure Shot (the “~~GBB~~Sure Shot Dietary Supplement”), an ~~thereby~~over-the-counter ~~gaining~~drink ~~ownership~~that ofcan ~~various~~lower ~~assets,~~blood ~~including~~alcohol ~~the~~content ~~intellectual~~to ~~property,~~allow ~~trade secrets,~~recovery ~~and~~from ~~trademarks~~the ~~associated~~effects ~~with~~of ~~its~~alcohol ~~dietary~~by ~~supplement~~supporting ~~(the~~its ~~“Safety Shot Dietary Supplement”)~~metabolism. ~~Concurrently~~ Concurrently with the ~~asset~~ purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched ~~its e-commerce sale of~~ the ~~Safety~~Sure Shot Dietary Supplement in December 2023. ~~On October 9, 2024, the Company renamed the Safety Shot Dietary Supplement as the “Sure Shot Dietary Supplement.”~~

~~The~~On January ~~Sure~~8, ~~Shot~~2025, ~~Dietary~~the ~~Supplement~~Company ~~has~~entered ~~been~~into ~~formulated to~~an ~~reduce~~Arrangement ~~the~~Agreement ~~accumulation~~on ofJanuary ~~blood~~7, ~~alcohol.~~2025 ~~Noteworthy is~~ (the ~~fact~~“Arrangement ~~that~~Agreement”) ~~the~~with Yerbaé ~~Sure~~Brands ~~Shot~~Corp. ~~Dietary Supplement comprises 28 active ingredients~~(“Yerbaé”), ~~all~~ ~~falling~~pursuant ~~under~~to which the ~~Generally~~Company ~~Regarded~~agreed, Asamong ~~Safe~~other ~~(GRAS)~~things, ~~category.~~to ~~Under~~acquire ~~sections~~all ~~201(s) and 409~~ of the ~~Federal~~issued ~~Food,~~and ~~Drug,~~outstanding ~~and~~common ~~Cosmetic Act~~shares of Yerbaé (the ~~Act~~“Yerbaé Shares”), ~~any~~in ~~substance~~exchange ~~that~~for isshares ~~intentionally~~of ~~added~~common tostock of ~~food~~Safety isShot (each, a ~~dietary~~“Safety ~~supplement,~~Shot ~~that~~Share”) ispursuant ~~subject~~ to ~~premarket~~a ~~review~~plan ~~and~~of ~~approval by~~arrangement (the ~~FDA,~~“Plan ~~unless~~of Arrangement”) under the ~~substance~~Business isCorporations ~~generally~~Act ~~recognized,~~(British ~~among~~Columbia) ~~qualified~~(the ~~experts,~~“Arrangement”). asThe ~~having~~Arrangement ~~been~~was ~~adequately~~consummated ~~shown~~on toJune be27, ~~safe~~2025. Yerbaé’s ~~under~~principal ~~the~~subsidiaries ~~conditions~~are ofYerbaé ~~its~~Brands ~~intended~~Co. ~~use,~~(“Yerbaé orUSA”) ~~unless~~and ~~the~~Yerbaé ~~use~~LLC of ~~the~~which ~~substance~~Yerbaé isowns 100% ~~otherwise~~interests ~~excepted~~in, ~~from~~together, ~~the definition of a dietary supplement~~“Yerbaé”.

~~It’s~~On ~~crucial~~October to10, ~~note~~2025, ~~that~~ the ~~Sure~~Company changed its corporate name from Safety Shot, ~~Dietary~~Inc. ~~Supplement~~to isBonk, ~~currently~~Inc., ~~manufactured~~following inthe filing of a ~~facility~~Certificate of ~~adhering~~Amendment towith ~~Good~~the ~~Manufacturing~~State ~~Practices (GMP)~~of Delaware on October 8, ~~ensuring~~2025. The name change, which became effective on the ~~highest~~Nasdaq ~~standards~~Capital ofMarket ~~quality~~under the ~~and~~new ~~safety~~trading ~~throughout~~symbols ~~its~~“BNKK” ~~production~~and ~~process.~~“BNKKW”, ~~The~~reflects the Company’s ~~currently~~strategic ~~maintains~~repositioning aand ~~workforce~~alignment ~~comprising~~with ~~eight~~the ~~full-time~~BONK ~~employees~~ecosystem ofand its ~~own~~broader focus on digital asset and decentralized finance initiatives.

~~Specializing~~Historically, inthe ~~Consumer~~Company ~~Packaged~~generated ~~Goods,~~revenue ~~our~~through ~~focus~~the ~~centers~~sale onof ~~the~~its ~~commercialization~~Sure ofShot adietary 4supplement and Yerbaé’s plant-~~ounce~~based ~~product~~energy ~~positioned~~beverage products, aswhich awere ~~dietary~~distributed ~~supplement~~online and through various retail channels. During 2025, the Company began to transition its strategic ~~Beyond~~focus ~~our~~away ~~existing~~from ~~product,~~beverage wesales ~~are~~toward ~~actively~~opportunities ~~pursuing~~within athe ~~future~~digital ~~product~~asset ~~line,~~and ~~including~~decentralized afinance ~~convenient~~sectors. ~~powdered~~The ~~stick~~Company’s ~~pack~~current ~~version~~activities ofare centered on developing, investing in, and participating in projects aligned with the ~~Sure~~BONK ~~Shot~~ecosystem ~~Dietary~~and ~~Supplement~~other blockchain-based initiatives.

~~The~~Recent Company has discontinued the historical product lines of Jupiter Wellness which included a diverse range of products, such as hair loss treatments, vitiligo solutions, and sexual wellness products, that catered to different health and wellness needs and our commitment to supporting health and wellness by developing innovative solutions to a range of conditions. In connection therewith, on September 24, 2024 the Company entered into a Separation and Exchange Agreement with its subsidiary Caring Brands, Inc. whereby Caring Brands will seek to commercialize this product line. Caring Brands will be responsible for all costs associated with the operation of that line of business. The Company will focus its efforts on the commercialization of the Sure Shot Dietary Supplement. The Company will retain ownership of 3,000,000 shares of Caring Brands, Inc.Developments

~~The Company entered into a stock exchange agreement (the “~~Exchange ~~Agreement”) with SRM Entertainment, Inc. (“SRM”)~~ toAgreements ~~govern~~Relating ~~the separation of SRM and the Company. On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended and Restated Exchange Agreement”)~~ to ~~include~~July ~~additional~~2025 ~~information~~PIPE regarding the distribution and the separation of SRM and the Company. The separation as set forth in the Amended and Restated Exchange Agreement with the Company closed August 14, 2023. Pursuant to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing 79.3% of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”). On August 14, 2023, SRM consummated its Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share. In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective date of the Registration Statement but prior to the closing of the IPO. Following such distribution, the Company owns 4.0 million of the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company.Warrants

ToOn ~~achieve~~November ~~our~~7, ~~mission~~2025, wethe ~~rely~~Company onentered ~~our~~into ~~team~~the ofJuly ~~highly~~2025 ~~skilled~~PIPE ~~and~~Warrants ~~experienced~~Exchange ~~professionals~~Agreement ~~who~~by ~~are~~and ~~committed~~between tothe ~~advancing~~Company ~~our~~and ~~vision~~the ofJuly 2025 ~~health~~Purchasers. ~~and~~Pursuant ~~wellness.~~to ~~Our~~the ~~team~~July ~~includes~~2025 ~~individuals~~PIPE ~~with~~Warrants ~~scientific~~Exchange ~~backgrounds~~Agreement, anthe ~~experienced~~July ~~researcher,~~2025 ~~product~~Purchasers ~~developers,~~shall ~~and~~exchange ~~business~~the July 2025 PIPE Warrants ~~experts~~(as ~~who~~defined ~~collaborate~~below) toheld ~~create~~by ~~new~~them ~~products~~for ~~and~~an ~~enhance~~aggregate ~~existing~~of ~~ones.~~30,000,000 Weshares ~~also~~of ~~seek~~common stock. Pursuant to ~~partner~~the ~~with~~July ~~industry~~2025 ~~leaders~~PIPE ~~and~~Warrants ~~organizations~~Exchange toAgreement, ~~gain~~30,000,054 ~~access~~shares, including minor adjustments, have been issued to the ~~latest~~July ~~technologies~~2025 ~~and~~Purchasers ~~expand~~on ~~our~~December ~~reach~~9 , 2025.

~~The~~Exchange ~~Sure~~Agreements ~~Shot~~Relating ~~Dietary Supplement is currently sold through e-commerce and in Bib Box retail stores. In addition, we are seeking~~ to ~~collaborate~~the ~~with~~Bigger other companies to license our intellectual property, to create additional revenue streams and expand our global presence. At present, we do not experience concentration risk or dependence on major customers.Warrants

WeOn ~~maintain~~November a7, ~~diverse~~2025, ~~network~~the ofCompany ~~raw~~entered ~~material~~into ~~suppliers~~respective ~~integral~~Exchange toAgreements ~~our~~(the ~~production~~“Bigger ~~processes.~~Warrants ~~Acquisition~~Exchange ~~strategies~~Agreements”) ~~encompass both direct~~by ~~procurement~~ and ~~collaborative~~between ~~efforts~~the ~~with~~Company ~~our~~and ~~co-packers.~~each ~~The selection~~ of ~~suppliers~~two isaccredited ~~contingent~~investors ~~upon~~(the ~~various factors, including ingredient specificity, availability, and other essential considerations~~“Investors”). ~~Notably,~~Pursuant ~~these~~to ~~suppliers~~the ~~coincide~~Bigger ~~with~~Warrants ~~those currently providing materials~~Exchange toAgreements, ~~other~~each ~~facilities~~of ~~engaged in~~ the ~~manufacturing~~Investors ofshall ~~drinks,~~exchange ~~powders,~~the ~~tablets,~~portion ~~and capsules. Our roster~~ of ~~suppliers~~the ~~comprises~~Bigger ~~reputable entities~~Warrants ~~such~~ (as ~~Jiaherb,~~defined ~~Compound~~below) ~~Solutions,~~that ~~Kyowa-Hakko,~~it ~~Mitsubishi~~held ~~Ingredients,~~for ~~Nura~~1, ~~Sensapure Flavors~~643,663 ~~Brenntag, E3 Ingredients,~~shares ~~Ingredients~~of ~~Online,~~common ~~among others~~stock. ~~This~~The ~~strategic~~shares ~~alliance~~of ~~with~~common ~~established~~stock ~~industry~~issuable ~~players~~pursuant ~~underscores our commitment~~ to ~~sourcing high-quality raw materials essential for~~ the ~~production~~Bigger ofWarrants ~~our~~Exchange ~~innovative product line. Furthermore~~Agreements, ~~our~~totaling ~~approach~~an toaggregate ~~supplier relationships reflects a dedication to maintaining a seamless and reliable supply chain. We believe that this not only ensures the consistency~~ of ~~our current~~3,287,326 ~~offerings~~shares, ~~but~~were ~~also~~issued ~~positions~~in ustwo ~~favorably~~separate ~~for~~transactions ~~future~~on ~~developments.~~November ~~The~~25, ~~Management~~2025 ~~believes~~and ~~that~~November ~~as we continue to expand our product portfolio~~28, ~~we believe that these partnerships with trusted suppliers play a pivotal role in upholding the standards that we expect of our brand~~2025.

Nasdaq Letter and Re-compliance

On November 5, 2025, the Company received a letter (the “Letter”) from the staff of the Nasdaq Stock Market Listing Qualifications (“Staff”) that the previously disclosed private placements that the Company entered into on August 8, 2025 and August 29, 2025 (the “Transactions”) together and individually failed to comply with the following Nasdaq Listing Rules (the “Rules”): (i) notification requirements under Listing Rules 5250(b)(1), 5250(e)(2)(B) and 5250(e)(2)(D); (ii) Shareholder Approval requirements under Listing Rules 5635(a) and 5635(b); and (iii) Voting Rights requirements under Listing Rule 5640. The Letter further stated that based on the Company’s corrective actions to amend the Transactions and subsequent disclosures, Staff has determined that the Company has regained compliance with the Rules, and that the matter is closed.

Appointments of Directors

Effective as of November 5, 2025, the Company’s Board of Directors (the “Board”) appointed James McAvity and Stacey Duffy as independent members of the Board to serve until the Company’s 2026 Annual Meeting of Stockholders. Mr. McAvity and Ms. Duffy will receive compensation consistent with the Company’s non-executive directors.

On October 10, 2025, the Board appointed Connor Klein as an independent member of the Board and of the Company’s audit committee to serve until the Company’s 2026 Annual Meeting of Stockholders. Mr. Klein will receive compensation consistent with the Company’s non-executive directors.

On September 5, 2025, the Board appointed Mitchell Rudy as a director to serve until the Company’s 2026 Annual Meeting of Stockholders. Mr. Rudy will receive compensation consistent with the Company’s non-employee directors.

Resignations of Directors

On November 5, 2025, Jordan Schur and Rich Pascucci notified the Board of their decisions to resign from the Board. Messrs. Schur’s and Pascucci’s resignations from the Board were not associated with or attributable to any disagreement with the Company, the Company’s management, or any other member of the Board.

On September 4, 2025, David Long resigned as a director of the Company effective as of such date. Mr. Long’s resignation was not due to any disagreement with the Company or the Board of any matter relating to the Company’s operations, policies or practices.

Increase in Authorized Number of Shares of Common Stock

On October 31, 2025, at the Special Meeting of Stockholders of the Company, the stockholders of the Company approved an amendment (the “Authorized Shares Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, to increase the Company’s authorized number of shares of common stock, par value $0.001 per share, from 250,000,000 shares to 1,000,000,000 shares.

On November 4, 2025, the Company filed the Authorized Shares Amendment with the Secretary of State of the State of Delaware, which became effective when filed on November 4, 2025.

Name and Symbol Change

On September 16, 2025, the Board approved the change in the name of the Company to “Bonk, Inc.” (the “Name Change”) and the change in the trading symbol of the Company to “BNKK” on the Nasdaq Capital Market (the “Symbol Change”) to align with its major transformation into a BONK strategy company.

On October 8, 2025, to effectuate the Name Change, the Company filed a Certificate of Amendment of the Certificate of Incorporation of the Company, as amended and restated (the “Charter Amendment”), with the Secretary of State of the State of Delaware.

The Name Change and the Symbol Change took effect on the Nasdaq Capital Market on October 10, 2025.

~~Products~~Resignation ~~Roadmap~~of Chief Operating Officer

~~The~~On ~~Sure~~August ~~Shot~~29, ~~Dietary~~2025, ~~Supplement~~David ~~was~~Sandler ~~launched~~resigned onas ~~our~~the ~~own~~Chief ~~website~~Operating ~~and~~Officer ~~through Amazon in December 2023 and with several Big Box stores. The Company is advancing several product formats and formulations to continue to offer a wide array~~ of ~~products that can be purchased at various locations that coincide with consumer shopping habits. In particular,~~ the Company ~~plans~~effective toas ~~continue to develop new flavors for each~~ of ~~its~~such ~~current SKUs (4 oz~~date. ~~and “Stick Pack”~~Mr. InSander’s ~~addition,~~resignation was ~~the~~not ~~current~~due ~~formula~~to ~~will~~any bedisagreement ~~offered~~with ~~at various dosages and~~ the Company ~~plans~~or tothe ~~conduct~~Board ~~additional~~of ~~research~~any ~~studies~~matter asrelating ~~follows:~~to ~~assessing varying dosages of~~ the ~~Sure~~Company’s ~~Shot Dietary Supplement against body weight~~operations, ~~gender~~policies ~~and~~or ~~age, examining several current and proposed ingredients with respect to their specific role in reducing~~practices. ~~BAC~~As ~~and how they affect the enzymatic activity associated with the metabolism~~ of ~~alcohol~~September 1, ~~and finally~~2025, ~~examining~~Mr. ~~additional~~Sandler ~~markers~~began ~~with respect~~a tosix-month ~~improving~~term ~~post-alcohol~~as ~~consumption~~a ~~symptoms~~consultant ~~and~~for ~~feelings~~the Company.

~~The Company will continue~~Registered toDirect ~~sponsor~~Offering ~~the studies~~ and ~~intends~~Concurrent toPrivate work with the Center for Applied Health Sciences (“CAHS”) in Canfield, OH. The participants will be selected based upon the parameters of the individual studies and the Company will follow the same protocols employed in the clinical trials at the CAHS described in more detail below in “Research and Development.”Placement

~~Research~~On August 29, 2025, the Company closed on the transactions contemplated by that certain Securities Purchase Agreement (the “August 2025 Purchase Agreement”), dated as of August 25, 2025, between the Company and ~~Development~~the purchasers named therein, pursuant to which the Company agreed to issue, in a registered direct offering, 9,239,044 shares (the “RD Shares”) of common stock, to the registered direct purchasers (the “RD Investors”) at an offering price of $0.46 per share (the “August 2025 RD Offering”). The gross cash proceeds to the Company in the August 2025 RD Offering were approximately $4,250,000 before deducting offering fees and expenses.

~~Our~~Pursuant ~~research~~to ~~and~~the ~~development~~August ~~team~~2025 Purchase Agreement, in ~~continually~~a ~~looking~~concurrent toprivate ~~develop~~placement, ~~new~~the ~~therapeutic~~Company ~~products~~agreed to sell 51,921,080 ~~while~~shares ~~continually~~of ~~improving~~common ~~and~~stock (the ~~enhancing~~“PIPE ~~our~~Shares”) to a separate accredited investor (the “PIPE Investor”) at a purchase price of $0.4815 per ~~existing~~share ~~products~~(the “August 2025 PIPE Offering” and ~~product~~together ~~candidates~~with the August 2025 RD Offering, the “August 2025 Offering”). The PIPE Investor agreed to ~~address~~pay ~~customer~~the ~~demands~~$25 million purchase price for the PIPE Shares in the form of BONK tokens (the “Consideration Tokens”) based on the closing price of BONK tokens at 4:00 PM EDT on August 22, 2025. The Consideration Tokens will be held in the custodian wallet designated and ~~emerging~~controlled ~~trends~~by the board of directors of the Company.

WeThe ~~have~~aggregate ~~conducted~~gross ~~extensive~~proceeds ~~informal~~to ~~research~~the ~~and~~Company ~~experimentation~~from ~~involving~~the aconcurrent ~~substantial~~August ~~number~~2025 ofRD ~~volunteers~~Offering ~~under~~and ~~the~~August ~~influence~~2025 ofPIPE ~~alcohol. Our~~Offering, ~~findings~~before ~~indicate~~deducting ~~that~~offering expenses payable by the ~~Sure~~Company, ~~Shot~~have ~~Dietary~~a ~~Supplement~~cash ~~can~~value ~~reduce~~equal ato ~~person’s~~approximately ~~Blood~~$29,250,000, ~~Alcohol~~consisting ~~Content~~of approximately $4,250,000 asin ~~measured~~cash paid by the ~~premier Breathalyzer~~RD onInvestors for the ~~market.~~RD WeShares ~~have~~and ~~recently~~$25,000,000 ~~completed~~in ~~our~~BONK ~~clinical~~tokens ~~trials~~paid ofby the ~~Sure~~PIPE ~~Shot~~Investor ~~Dietary~~for ~~Supplement~~the ~~which~~PIPE ~~have~~Shares. ~~shown~~The ~~a statistically~~Company ~~significant~~expects ~~reduction~~to inuse the ~~Blood~~net ~~Alcohol~~proceeds ~~Content~~from ~~(“BAC”)~~the ofAugust ~~the~~2025 ~~participants~~Offering for working capital and general corporate purposes. The ~~observable~~August ~~enhancements~~2025 ~~in cognitive~~Offering ~~abilities~~closed ~~among~~on August 29, 2025, although as of November 20, 2025, the ~~test~~PIPE ~~subjects~~Shares have not been ~~carefully documented~~issued.

~~The~~Series ~~clinical~~C ~~trials~~Preferred took place from January 29, 2024, through June 10, 2024, at the CAHS located at 6570 Seville Drive, Canfield, OH 44406. The clinical trials were sponsored and paid for by the Company and consisted of 36 participants with a mean age of 36.3 years that were selected through advertising of the study. The Company did not inquire about the participants typical level of alcohol consumption but each participant had to qualify based upon a complete medical history questionnaire, release from physicians and submitting to a standard bloodwork panel. Each participant consumed exactly 100 mL of alcohol and the BAC of the participants ranged from 0.047 % to 0.068 %. The participants were not employees of the Company nor affiliated with the Company in any way. The clinical trials were a double-blind, randomized, placebo-controlled study that found that within 30 minutes of the consumption of the Sure Shot Dietary Supplement, the monitored participants saw a statistically significant drop of p=.002 in BAC and continued to see measurable drops in successive 30-minute increments. The results were measured by using a DOT-approved BACtrack S80 Breathalyzer on the participants to determine their BAC after ingesting several alcoholic beverages, followed by drinking 12 ounces of the Sure Shot Dietary Supplement and then measuring the participants’ BAC 30 minutes later. In addition, cognitive responses were measured using the Visual Analogue Scale (“VAS”) and physical function assessed at the same intervals as the blood draws and breathalyzer assessments to correlate to function. The VAS consisted of a 10 cm, straight line with end points that measured from low-to-high for a number of physical feelings and sensations. The participants were asked to mark a point on the line that corresponded with their experience. The distance from the end to the point marked by the participant was then measured in millimeters to quantify their level of sensation. On each visit, participants were asked to perform the VAS tests and the VAS assessed subjective ratings for head discomfort (headache), nausea, fatigue, energy, tiredness, thirst and ability to concentrate. The Company also conducted further physical assessment by monitoring biometric measurements such as blood pressure and heart rate at various intervals. The key assumptions in the study were that the participants would demonstrate a marked decrease in BAC following the consumption of the Sure Shot Dietary Supplement versus that of the placebo. In addition, the study assumed that the participants would feel better and demonstrate marked improvement in cognitive skills and physical function following the consumption of the Sure Shot Dietary Supplement versus that of the placebo. The Company had previously observed in our numerous, pre-clinical tests that participants who consumed significant amounts of alcohol (more than two drinks) experienced marked and rapid reductions in their BAC when measured by BACTrack S80 breathalyzers after consumption of the Sure Shot Dietary Supplement. In addition, the Company observed in the pre-clinical tests that the participants showed significant improvement in motor function and reduction in slurred speech and other markers commonly associated with alcohol consumption. These findings led the Company to continue to develop the Sure Shot Dietary Supplement and commission a clinical study to prove our hypothesis. There were five adverse events amongst the participants in the study. Four of the adverse events were associated with the Sure Shot Dietary Supplement (three felt nauseous and one developed a rash) and none of the adverse events were serious. The final adverse event was associated with congestion of the placebo.Stock

~~Since~~On ~~approximately~~August ~~2010~~11, 2025, the Company ~~has~~filed ~~performed~~a ~~100s~~Certificate of ~~pre-clinical~~Designation ~~tests in an effort to develop and perfect~~ (the ~~Sure~~“Series ~~Shot~~C ~~Dietary~~Certificate ~~Supplement. These~~of ~~informal,~~Designation”) ~~pre-clinical tests included friends, family and other volunteers who consumed alcohol at varying levels and then were tested prior to the consumption~~ of ~~the~~Series ~~Sure~~C ~~Shot Dietary Supplement. The pre-clinical tests were neither peer reviewed nor were the subjects~~Convertible ~~screened~~Preferred ~~prior~~Stock ~~to their participation. In addition,~~ (the ~~VAS~~“Series ~~was~~C ~~not~~Preferred ~~used~~Stock”) ~~nor~~with ~~were there any placebos or other control measures taken in~~ the ~~pre-clinical~~Secretary ~~tests and as such these tests are considered informal and non-clinical. The participants’ BAC was measured by using the BacTrack S80 after the consumption~~ of ~~various~~State ~~amounts~~ of ~~alcohol and prior to~~ the ~~consumption~~State of ~~the~~Delaware. ~~Sure~~The ~~Shot~~stated ~~Dietary~~value ~~Supplement and then at 30 minutes, 45 minutes and one-hour intervals after consumption~~ of ~~the Sure Shot Dietary Supplement so we could assess the~~ ~~efficacy of~~ the ~~Company’s~~Series ~~R&D~~C ~~efforts~~Preferred atStock ~~that~~is ~~point~~$1,000 inper ~~time~~share. The ~~Company~~Series ~~also~~C ~~observed~~Certificate ~~motor function skills such as walking, balancing and speech at the same intervals following the consumption~~ of 12Designation ~~ounces~~sets offorth the ~~Sure Shot Dietary Supplement. The Company defined and noted the significant improvement in each area by observing participants’ walk and whether a participant’s gait was unsteady~~rights, or ~~whether~~preferences ~~their balance was off while standing~~ and ~~whether their speech was clear or slurred. The Company incurred research and development~~limitations ~~expenses~~ of ~~$271,719 and $100,591 for~~ the ~~years~~shares ~~ended~~of ~~December~~Series ~~31,~~C ~~2024~~Preferred ~~and 2023, respectively~~Stock.

~~Sales~~On August 15, 2025, the Company filed an Amended and ~~Marketing~~Restated Certificate of Designation (the “Amended and Restated Series C Certificate of Designation”) of Series C Preferred Stock with the Secretary of State of the State of Delaware, pursuant to which the conversion price for the Series C Preferred Stock was amended and restated from $0.5582 to equal $1.081, which dollar figure represents the average Nasdaq Official 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 Stock.

WeOn October ~~primarily~~10, ~~sell~~2025, ~~our~~the ~~products through~~Company, ~~e-commerce~~upon ~~websites~~approval ~~including~~of ~~Amazon~~the Board and ~~through~~the ~~Big~~sole ~~Box~~holder ~~retail~~of ~~stores.~~the ToSeries ~~drive~~C ~~loyalty,~~Preferred ~~word-of-mouth marketing~~Stock, ~~and~~filed ~~sustainable~~an ~~growth,~~Amendment weto the ~~invest~~Amended ~~in customer experience~~ and ~~customer~~Restated ~~relationship~~Certificate ~~management.~~of ~~Our~~Designation ~~marketing~~of ~~investments~~Series ~~are directed~~C ~~towards~~Preferred ~~driving~~Stock ~~profitable~~with ~~growth~~the ~~through~~Secretary ~~advertising,~~of ~~public~~State ~~relations,~~of ~~and~~the ~~brand~~State ~~promotion~~of ~~activities, including digital platforms,~~Delaware ~~sponsorships,~~(the ~~collaborations,~~“Series ~~brand~~C ~~activations,~~Certificate ~~and~~of ~~channel~~Designation ~~marketing~~Amendment”). ~~Additionally,~~The weSeries ~~continue~~C toCertificate ~~invest~~of inDesignation ~~our~~Amendment ~~marketing~~adds ~~and~~a ~~brand~~“step-down ~~development~~provision” ~~efforts~~in byrespect ~~investing~~of ~~capital~~the ~~expenditures~~rights ongranted ~~product displays~~ to ~~support our channel marketing via our retail partners. We launched~~ the ~~Sure~~holders ~~Shot~~of ~~Dietary~~Series ~~Supplement~~C inPreferred ~~stores~~Stock ~~such~~to aselect ~~BevMo!~~members inof the ~~second quarter of 2024~~Board.

Securities Purchase Agreement and Revenue Sharing Agreement

On August 8, 2025, the Company entered into a Securities Purchase Agreement (the “Series C Securities Purchase Agreement”) with an institutional investor entity (the “Investor”) for a private investment in public equity of 35,000 shares of the Series C Preferred Stock, convertible into 32,377,428 shares of common stock, at a conversion price of $1.081 per share of common stock. The 35,000 shares of Series C Preferred Stock are referred to herein as the “SPA Preferred Stock Shares.” The issuance of the SPA Preferred Stock Shares occurred on August 22, 2025.

~~Manufacturing~~The Investor will pay the $25 million purchase price for the SPA Preferred Stock Shares in the form of BONK tokens (the “Consideration Tokens”), based on a price of BONK tokens determined to be as of August 8, 2025. The Consideration Tokens will be held in the custodian ~~Logistics~~wallet account designated and ~~Fulfillment~~controlled by the Board.

WeOn ~~outsource~~August 8, 2025, the ~~manufacturing~~Company ofalso ~~our~~entered ~~products~~into toa ~~contract~~Revenue ~~manufacturers,~~Sharing ~~who~~Agreement ~~produce~~(the ~~them~~“Revenue ~~according~~Sharing toAgreement”) ~~our~~with ~~formulation~~the ~~specifications.~~Investor, ~~Our~~pursuant ~~products~~to ~~are~~which ~~manufactured~~the byCompany ~~contract~~agreed ~~manufacturers~~to inissue ~~India~~100,000 ~~and~~shares of the ~~US.~~Series ~~The~~C ~~majority~~Preferred ofStock, ~~our~~convertible ~~products~~into ~~will~~92,506,938 ~~then~~shares beof ~~shipped~~common stock toat ~~third-party warehouses~~a ~~and~~conversion toprice ~~our~~of ~~corporate~~$1.081 ~~offices~~per share of common stock, ~~which~~in ~~can~~exchange ~~either~~for ~~transport~~an ~~them~~amount equal to ~~our~~10% ~~distributors,~~of ~~retailers,~~all orgross ~~directly~~revenue toof ~~our customers~~LetsBonk.fun ~~Our~~in ~~third-party~~perpetuity. ~~warehouses~~The 100,000 shares of Series C Preferred Stock are ~~located~~referred into herein as the ~~US.~~“RSA WePreferred ~~use~~Stock aShares,” and ~~limited~~the ~~number~~SPA ofPreferred ~~logistics~~Stock ~~providers~~Shares toand ~~deliver~~the ~~our~~RSA ~~products~~Preferred Stock Shares are collectively referred to ~~both~~herein ~~distributors and~~as ~~retailers,~~the ~~which~~“Preferred ~~allows~~Stock Shares.” usThe toissuance ~~lessen~~of ~~order~~the ~~fulfillment~~RSA ~~time,~~Preferred ~~cut~~Stock ~~shipping~~Shares ~~costs,~~occurred ~~and~~on ~~improve~~August ~~inventory~~22, ~~flexibility~~2025.

~~Our~~Appointment ~~Competitive~~of ~~Strengths~~Chief Financial Officer

WeOn ~~are~~July ~~committed to driving continuous improvement through innovation. Since our inception~~30, ~~we have made significant investments in research and development and have acquired a substantial portfolio of intellectual property~~2025, ~~which continues to grow each year. Our commitment to innovation has allowed us to create unique products that address unmet needs in~~ the ~~market,~~Board ~~all backed by rigorous clinical research. We believe that our focus on research and development is designed to enable us to stay ahead~~ of ~~the~~Directors ~~curve~~appointed ~~and~~Markita ~~provide our customers with products that are not only effective but also innovative~~L. ~~We take pride in our patent portfolio and the continuous growth we have achieved~~Russel, as ~~we believe that it showcases our dedication~~ to ~~creating~~serve ~~new~~as ~~and~~Chief ~~unique~~Financial ~~solutions~~Officer ~~for our customers. By staying committed to innovation, we are confident in our ability to meet the ever-changing needs~~ of the ~~health and wellness market. We believe that the Sure Shot Dietary Supplement stands as a unique product in the liquid dietary supplement market. Nevertheless~~Company, ~~our~~effective ~~competitive landscape includes many companies involved in the production of health and welfare products, including beverages~~immediately.

~~Recent~~On ~~Developments~~October 3, 2025, the Company entered into an employment agreement with Markita L. Russell. The Employment Agreement is retroactively effective as of June 30, 2025.

~~On May 2, 2025, the Company~~Resignation entered into an Exchange Agreement with Core 4 Capital Corp. dated May 2, 2025 (the “Core 4 Exchange Agreement”). Pursuant to the Core 4 Exchange Agreement, Core 4 Capital Corp. (“Core 4”) and the Company agreed to the following: (i) to exchange 7,700,014 shares of ~~the~~Chief ~~Common~~Financial Stock currently owned by Core 4 for an aggregate of 46,765 shares of the Company’s Series A-1 Preferred Stock, par value $0.001 (the “Series A-1 Preferred Stock”); (ii) to exchange 2,865,169 warrants to purchase one share of Common Stock at an exercise price of $0.89 per warrant for 17,401 shares of Series A-2 Preferred Stock, par value $0.001 (the Series A-2 Preferred Stock”), (iii) to exchange 4,000,000 warrants to purchase one share of Common Stock at an exercise price of $0.41 per share for 20,650 shares of Series A-3 Preferred Stock, par value $0.001 (the “Series A-3 Preferred Stock”); and (iv) to exchange 2,500,000 restricted stock units, granted pursuant to that certain Advisory Agreement between the Company and Core 4 dated April 4, 2025, for 15,184 shares of Series A-1 Preferred Stock.Officer

On July 25, 2025, Danielle De Rosa resigned as the Chief Financial Officer of the Company effective as of such date. In connection such resignation, the Company and Ms. De Rosa entered into a settlement agreement (the “Settlement Agreement”) dated as of July 25, 2025, whereby the Company will issue 425,000 shares of the Company’s common stock, accelerate the vesting of Ms. De Rosa’s 200,000 stock options, and pay Ms. De Rosa $300,000. As consideration for the Settlement Agreement, the Company shall release and forever discharge Ms. De Rosa, and Ms. De Rosa shall release and forever discharge the Company, against any and all claims, whether known or unknown, that either party has or may have against the other now or in the future. The Settlement Agreement provided Ms. De Rosa seven (7) days after the date of the Settlement Agreement to revoke the Settlement Agreement.

Registered Direct Offering and Concurrent Private Placement

On July 21, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the July 2025 Purchasers, relating to the registered direct offering, pursuant to which on July 24, 2025, the Company issued 22,993,492 shares of the Company’s common stock at an offering price of $0.461 per share of common stock (the “RD Offering”).

Pursuant to the Purchase Agreement, in a concurrent private placement, the Company sold to the July 2025 Purchasers unregistered warrants (the “July 2025 PIPE Warrants”) to purchase up to an aggregate of 45,986,984 shares of common stock, at a purchase price of $0.125 per July 2025 PIPE Warrant (the “PIPE Offering”). Each July 2025 PIPE Warrant is exercisable for one share of common stock, has an exercise price of $0.461 per share, is immediately exercisable upon issuance, and has a term of exercise equal to five (5) years from the date of issuance.

The aggregate gross proceeds to the Company from both the RD Offering and the PIPE Offering were approximately $16.3 million, before deducting offering expenses payable by the Company. The closing of the RD Offering and the PIPE Offering occurred on July 24, 2025.

Pursuant to the placement agency agreement (the “Placement Agency Agreement”) entered into on July 21, 2025 by the Company with Dominari Securities LLC (“Dominari”), the Company has agreed to pay Dominari (i) a cash fee equal to 8.0% of the total gross proceeds from the RD Offering, (ii) a non-accountable expense allowance equal to 1.0% of the total gross proceeds from the RD Offering, and (iii) $150,000 for fees and expenses of Dominari’s legal counsel and other out-of-pocket expenses. In addition, the Company issued to Dominari or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 1,839,479 shares of common stock at an exercise price equal to $0.461 per share. The Placement Agent Warrants have substantially the same terms as the July 2025 PIPE Warrants, are exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the date of issuance.

Series B Preferred Stock

On July 2, 2025, the Company filed a Certificate of Designation (the “Series B Certificate of Designation”) with the Delaware Secretary of State designating, 10,000 shares as Series B Convertible Preferred Stock (the “Series B Preferred Stock”), each with a stated value of $750 per share. The Series B Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series B Preferred Stock.

Transfer of the Bigger Notes and Bigger Warrants and Amendment to Securities Purchase Agreement

On or about June 13, 2025, the Investors purchased the Bigger Notes (as defined below) and Bigger Warrants (as defined below).

On July 2, 2025, the Company executed an Amendment No. 1 to the Securities Purchase Agreement, dated June 13, 2025, by and among the Company, a seller, and the Investors to amend the exercise price of the Bigger Warrants from $0.4348 per share to $0.33 per share.

Exchange Agreement Relating to the Bigger Notes

On July 2, 2025, the Company entered into an Exchange Agreement (the “Bigger Notes Exchange Agreement”) by and among the Company and the Investors. Pursuant to the Bigger Notes Exchange Agreement, the parties intended to effect a voluntary security exchange transaction (the “Transaction”) whereby the Investors will exchange the Bigger Notes for an aggregate of 7,212 shares of the Series B Preferred Stock on the closing date of the Transaction. The Transaction closed on July 3, 2025, and the 7,212 shares of the Series B Preferred Stock were issued on August 26, 2025.

Liabilities Settlement Program with Silverback Capital Corporation

On or about May 13, 2025, the Company contracted with the Silverback Capital Corporation (“SCC”) and entered into a liabilities settlement program whereby it is attempting to pay down its debts in exchange for issuing freely trading securities to SCC (the “Liabilities Settlement Program”). The initial claim amount under the Liabilities Settlement Program is $14,580,395.73 (the “Liability Amount”). In exchange for acquiring the Liability Amount, SCC shall be issued freely tradable securities of the Company. The Liability Amount and terms of the Liability Settlement Program shall be submitted to the Court for a Fairness Hearing pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. At the Fairness Hearing, the Court has a right to accept or reject the Liability Amount or the Liability Settlement Program. As a settlement fee, the Company will issue 250,000 freely trading securities of the Company pursuant to the Securities Act of 1933, as amended (the “Settlement Fee Shares”). In addition, the Company will be reserving approximately 23,000,000 securities of the Company as potential settlement shares (the “Settlement Shares”) to be paid as compensation for SCC acquiring the Liability Amount. The exact number of Settlement Shares is indeterminable as of this date and the Purchase Price shall mean the lower of (i) the Closing Price on the date of the Settlement or (ii) 70 percent multiplied by the average of the three (3) lowest traded prices during the five (5) day trading period preceding the share request inclusive of the day of any share request. The Shares given to SCC and then beneficially owned by SCC, would not result in SCC owning more than 4.99 percent of all such common stock of the Company as would be outstanding on such date, as determined in accordance with Section 16 of the Act and regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Shares in one or more tranches and at different time periods. In addition, the amount of shares so reserved may be increased, from time to time, only upon the written instructions of the Company or SCC, provided that in no event shall more than an aggregate of 15,000,000 Shares be issued pursuant to the Liabilities Settlement Program without the Company first obtaining shareholder approval to issue more than 19.99% of the Company’s outstanding shares (76,061,020).

On May 29, 2025, the Company and SCC entered into an Amendment to the Settlement Agreement and Stipulation (the “Amendment to the Settlement Agreement and Stipulation”) to effectuate the following changes: (i) The “CLOSING PRICE” on page two (2) as defined in the Settlement Agreement and Stipulation is hereby amended and shall now mean the Sale Price of the last transaction of the Common Stock completed during the day’s trading session on the Amended Settlement Date on the Principal Market; (ii) The “VALUATION PERIOD” on page three (3) as defined in the Settlement Agreement and Stipulation is hereby amended and shall now be twenty (20) days. The remainder of the provisions of the definition of “VALUATION PERIOD” as contained within the Settlement Agreement and Stipulation shall remain in full force and effect and shall in no way be affected, impaired or invalidated pursuant to this Amendment to Settlement Agreement and Stipulation; (iii) The “Minimum Price Floor” pursuant to the provisions of page fifteen (15)paragraph nine (9) of the Settlement Agreement and Stipulation is hereby amended and as such shall now mean $0.10. The remainder of the provisions of paragraph nine (9) on page fifteen (15) of the Settlement Agreement and Stipulation shall remain in full force and effect and shall in no way be affected, impaired or invalidated pursuant to this Amendment to Settlement Agreement and Stipulation; (iv) Section 3 of the Settlement Agreement and Stipulation is hereby amended to add the following subsection 3(g): “The Company shall issue to SCC 1,000,000 shares pursuant to Section 3(a)(10) of the Securities Act, as consideration for legal and transaction fees incurred”; (v) Pursuant to the terms, conditions and provisions of the Settlement Agreement and Stipulation, as well as Schedule “A” attached and incorporated therein and the Claim Purchase Agreements and debt instruments attached and annexed thereto and incorporated therein, certain Claims and liabilities have previously been paid by SCC prior to the date of the execution of this Amendment to Settlement Agreement and Stipulation. A schedule of Claims and liabilities previously paid by SCC and the remaining Claims, liabilities and balances thereon is/are attached thereto as Exhibit “C” and incorporated therein. Subject to the terms, conditions and provisions of the Settlement Agreement and Stipulation, this Amendment to Settlement Agreement and Stipulation and the Claim Purchase Agreements, SCC shall remain obligated to pay the remaining amounts as referenced in the attached Exhibit “C” schedule.

Exchange Agreement with Core 4 Capital Corp.

On May 2, 2025, the Company entered into an Exchange Agreement with Core 4 Capital Corp. dated May 2, 2025 (the “Core 4 Exchange Agreement”). Pursuant to the Core 4 Exchange Agreement, Core 4 Capital Corp. (“Core 4”) and the Company agreed to the following: (i) to exchange 7,700,014 shares of the common stock currently owned by Core 4 for an aggregate of 46,765 shares of the Company’s Series A-1 Preferred Stock, par value $0.001 (the “Series A-1 Preferred Stock”); (ii) to exchange 2,865,169 warrants to purchase one share of common stock at an exercise price of $0.89 per warrant for 17,401 shares of Series A-2 Preferred Stock, par value $0.001 (the Series A-2 Preferred Stock”), (iii) to exchange 4,000,000 warrants to purchase one share of common stock at an exercise price of $0.41 per share for 20,650 shares of Series A-3 Preferred Stock, par value $0.001 (the “Series A-3 Preferred Stock”); and (iv) to exchange 2,500,000 restricted stock units, granted pursuant to that certain Advisory Agreement between the Company and Core 4 dated April 4, 2025, for 15,184 shares of Series A-1 Preferred Stock.

Additionally, Core 4 has agreed that, without the Company’s prior written consent, Core 4 will not (i) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of the shares issued pursuant to the Core 4 Exchange Agreement; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the shares issued pursuant to the Exchange Agreement (the “Lock-Up Provisions”) for a period of at least six (6) months. The Core 4 Exchange Agreement contains other customary provisions including representation and warranties for both the Company and Core 4, governing law, and notice.

~~The Core 4 Exchange Agreement~~Stipulation isof ~~filed~~Settlement ~~herein~~with as3i ~~Exhibit 10.56.~~LP

On April 23, 2025, the Company entered into the Stipulation of Settlement with 3i LP as to the filed action against the Company (“3i LP Action”) in the Supreme Court of the State of New York, New York County, bearing Index No. 650196/2024 (the “Stipulation of Settlement”). Pursuant to the terms of the Stipulation of Settlement, as settlement of the 3i LP Action, the Company agreed the issue to 3i LP shares of common stock with a market value of $400,000, such amount measured by the lower of: (i) the closing price on the Nasdaq on the date of filing of the registration statement on Form S-1 registering such shares and (ii) the average closing price for the five trading days preceding the date of filing of such registration statement. Pursuant to the Stipulation of Settlement: (i) the Company agreed to issue such shares of common stock to 3i LP within 21 days of execution of the Stipulation of Settlement; (ii) the Company agreed to use reasonable best efforts to cause the registration of such shares to be effective within 60 days of filing the registration statement; (iii) within ten (10) days of filing of such registration statement, the Company and 3i LP will exchange mutual general releases of all claims by either party against the other, whether known or. Unknown, such releases to be held in escrow by counsel for the parties and released upon effectiveness of the registration statement and registration of the shares of common stock referenced in this paragraph; (iv) upon execution of the Stipulation of Settlement, the parties will notify the New York State Supreme Court of the settlement of claims for the 3i LP Action and request that all activity in the 3i LP Action be stayed for a period of 90 days; and (v) the Company agreed to file a Notice of Discontinuance for the 3i LP Action within ten (10) days of effectiveness of the registration statement.

On April 23, 2025, the Company entered into the Stipulation of Settlement with 3i LP as to the filed action against the Company (“3i LP Action”) in the Supreme Court of the State of New York, New York County, bearing Index No. 650196/2024 (the “Stipulation of Settlement”). Pursuant to the terms of the Stipulation of Settlement, as settlement of the 3i LP Action, the Company agreed the issue to 3i LP shares of common stock with a market value of $400,000, such amount measured by the lower of: (i) the closing price on the Nasdaq on the date of filing of the registration statement on Form S-1 registering such shares and (ii) the average closing price for the five trading days preceding the date of filing of such registration statement. Pursuant to the Stipulation of Settlement: (i) the Company agreed to issue such shares of common stock to 3i LP within 21 days of execution of the Stipulation of Settlement; (ii) the Company agreed to use reasonable best efforts to cause the registration of such shares to be effective within 60 days of filing the registration statement; (iii) within ten (10) days of filing of such registration statement, the Company and 3i LP will exchange mutual general releases of all claims by either party against the other, whether known or. unknown, such releases to be held in escrow by counsel for the parties and released upon effectiveness of the registration statement and registration of the shares of common stock referenced in this paragraph; (iv) upon execution of the Stipulation of Settlement, the parties will notify the New York State Supreme Court of the settlement of claims for the 3i LP Action and request that all activity in the 3i LP Action be stayed for a period of 90 days; and (v) the Company agreed to file a Notice of Discontinuance for the 3i LP Action within ten (10) days of effectiveness of the registration statement. The Stipulation of Settlement is filed herein as Exhibit 10.52.8

Securities Purchase Agreement with Eleazar Holdings

On February 4, 2025, the Company entered into the Securities Purchase Agreement with Eleazar Holdings (the “Eleazar SPA”). The Eleazar SPA provided for Eleazar’s purchase from the Company of 2,753,304 shares of common stock and 2,753,304 ~~Eleazar Warrants~~warrants, at a price of $0.3632 per share of common stock and $0.06 per share of common stock underlying the ~~Eleazar Warrants~~warrants, for aggregate gross proceeds of $1,165,198.24. ~~The Eleazar SPA is filed herein as Exhibit 10.53. The Form of Eleazar Warrants is filed herein as Exhibit 10.54.~~

Settlement Agreement with Bigger Capital

On January 20, 2025, the Company entered into the Bigger Settlement Agreement. In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024. Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following: (i) pay Bigger Capital $375,000; (ii) issue a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the “Secured Convertible Bigger Note”); (iii) a convertible note in the principal amount of $3.5 million maturing ~~June~~July 3021, 2025 (the “Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”); and (iv) 5,332,889 shares of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an exercise price of $0.4348 per share (the “Bigger Warrants”). A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement. ~~The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6.~~

The Secured Convertible Bigger Note

The Secured Convertible Bigger Note accrues interest on the unpaid principal amount therein at the rate of nine percent (9%) per annum from January 20, 2025 until the earlier to occur of (i) the date such unpaid principal amount is paid in full, or (ii) the date such unpaid principal amount is converted into shares of the Company’s common stock, in accordance with the terms hereof, and shall be computed on the basis of a 360-day year for the actual number of days elapsed. Interest accruing hereunder shall be paid either in cash or in shares of the common stock.

At the option of its holder, the holder of the Secured Convertible Bigger Note may convert all or any portion of the outstanding principal amount of the Secured Convertible Bigger Note plus accrued and unpaid interest thereon, for a number of shares of common stock of the Company equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of the Secured Convertible Bigger Note plus the accrued and unpaid interest thereon being converted by the Secured Convertible Bigger Note Conversion Price (as defined below) as of the applicable conversion date.

“Secured Convertible Bigger Note Conversion Price” means the lesser of (i) $0.5435 per share and (ii) the closing price of the Company’s common stock, as reflected on Nasdaq.com, immediately preceding the date of Stockholder Approval (as defined below), subject to adjustment as provided in the Secured Convertible Bigger Note.

“Stockholder Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the stockholders of the Company with respect to the transactions contemplated under the Secured Convertible Bigger Note and the other Transaction Documents (as defined in the Secured Convertible Bigger Note), including, without limitation, the issuance of all of the shares of common stock issuable thereunder, including in an amount that would, when aggregated with (i) the number of shares issued upon any prior conversions of the Convertible Bigger Note, and (ii) the number of shares issued upon any prior exercises of the Bigger Warrant, exceed 19.99% of the issued and outstanding ~~Common~~common ~~Stock~~stock on January 20, 2025, at a price less than the market value of the Company’s common stock on January 20, 2025.

The Convertible Bigger Note

Interest shall accrue on the unpaid principal amount of the Convertible Bigger Note at the rate of nine percent (9%) per annum from January 20, 2025 until the earlier to occur of (i) the date such unpaid principal amount is paid in full, (ii) the date such unpaid principal amount is converted into shares of the Company’s common stock, in accordance with the terms of the Convertible Bigger Note, or (iii) the date the Company otherwise satisfies its Repayment Obligation (as defined in Convertible Bigger Note) in respect of such outstanding principal amount via an Alternative Payment Method (as defined in Convertible Bigger Note).

Upon the maturity date of the Convertible Bigger Note, at the Company’s discretion, the Company will have the option to either (i) repay the Convertible Bigger Note in full including any accrued interest, (ii) issue a $2,000,000 SAFE Note, or (iii) a $4.5 million convertible note bearing a 9% interest rate, maturing on December 31, 2027 (the “Replacement Bigger Note”). ~~The form of the Replacement Bigger Note is filed herein as Exhibit 4.8.~~

At the option of its holder, the holder of the Convertible Bigger Note may convert all or any portion of the outstanding principal amount of the Convertible Bigger Note plus accrued and unpaid interest thereon, for a number of shares of common stock of the Company equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of the Convertible Bigger Note plus the accrued and unpaid interest thereon being converted by the Convertible Bigger Note Conversion Price (as defined below) as of the applicable conversion date.

“Convertible Bigger Note Conversion Price” means $0.5435 per share, subject to adjustment as provided under the Convertible Bigger Note.

The Bigger Warrants

Pursuant to the Bigger Settlement Agreement, the Company agreed to exchange the 1,650,050 warrants held by Bigger Capital for a total of 5,332,889 ~~warrants exercisable for $0.43 (the latter warrants, the “~~Bigger Warrants”). The Bigger Warrants contain customary adjustment provisions and representation and warranties. The Bigger Warrants are exercisable for a five year period following their issuance date. ~~The Bigger Warrants are filed herein as Exhibit 4.7.~~

Registration Rights

Pursuant to the Bigger Settlement Agreement, the Company shall promptly file a registration statement for shares of the Company’s ~~Common~~common ~~Stock~~stock equal to 150% of the shares initially issuable upon exercise of the Bigger Notes (the “Registrable Bigger Securities”), which filing shall be no later than ten (10) business days after the execution of the Settlement Agreement. The Company shall diligently take all steps necessary for the registration statement to become effective as soon as practicable and shall thereafter maintain the registration statement until the Registrable Bigger Securities are sold. Upon receiving notification from the SEC that either the registration statement relating to the Registrable Bigger Securities have received a “no review” from the SEC or that the SEC has no additional comments to the registration statement, the Company will take all action necessary to ensure that the registration statement has been declared effective within two business days of either such notification.

Amendment to the Bigger Settlement Agreement

On April 1, 2025, the Company entered into the Amendment to the Bigger Settlement Agreement and Mutual Release (“Amendment to Bigger Settlement Agreement”), effective as of January 20, 2025, which provided for the following:

(a) In consideration of Bigger Capital agreeing to not convert the Convertible Bigger Note in the principal prior to July 21, 2025, the Company will pay Bigger Capital ten percent (10%) of the gross proceeds the Company receives (i) from any capital raise (including an at-the market offering and an equity line of credit) consummated or occurring prior to the maturity date of the Convertible Bigger Note (June 30, 2025, and each such capital raise specified in clause (i) of this paragraph, a “pre-maturity Financing”) to pay down the Company’s obligations owed under the Secured Convertible Bigger Note and (ii) from any capital raise (including an at-the market offering and an equity line of credit) consummated or occurring after the maturity date of the Convertible Bigger Note (each such capital raise specified in clause (ii) of this paragraph, a “post-maturity Financing,” and together with any pre-maturity Financing, each, a “Financing”), with the proceeds of any such post-maturity Financing being applied: (x) first, if the Company has satisfied its obligations under the Convertible Bigger Note via an Alternative Payment Method (as defined in the Convertible Bigger Note), to pay down the Company’s obligations owing under the $2 million SAFE or the Replacement Bigger Note to be issued by the Company to Bigger Capital in connection with such Alternative Payment Method, as applicable, until the Company’s obligations under such SAFE or Convertible Bigger Note are paid in full, and (y) second, to the Company’s obligations owing under the Secured Convertible Bigger Note, until the Company’s obligations under the Secured Note are paid in full.

The Company agreed to pay Bigger Capital any proceeds to which Bigger Capital is entitled pursuant to the immediately preceding paragraph within 2 business days of the Company’s actual receipt thereof and that such proceeds shall be applied to payment of the Company’s obligations under the applicable instrument, first to accrued unpaid interest thereon, and second to outstanding principal thereof.10

The Company agreed to pay Bigger capital any proceeds to which Bigger Capital is entitled pursuant to the immediately preceding paragraph within 2 business days of the Company’s actual receipt thereof and that such proceeds shall be applied to payment of the Company’s obligations under the applicable instrument, first to accrued unpaid interest thereon, and second to outstanding principal thereof.

(b) Subject to the Company consummating a pre-maturity Financing by April 18, 2025, and provided the Company complies with its obligations under clause (a) above, Bigger Capital agreed to extend the Effectiveness Deadline (as defined in the Bigger Settlement Agreement) of the Registration Statement (as defined in the Bigger Settlement Agreement) from April 5, 2025 to May 2, 2025.

AConsulting ~~copy of the Amendment to the Bigger Settlement~~ Agreement iswith ~~filed~~Blue ~~herein~~Capital ~~as Exhibit 10~~S.51A., LLC

On January 18, 2025, the Company entered into a Consulting Agreement with Blue Capital S.A., LLC., a United Arab Emirates limited company (“Blue Capital”) pursuant to which Blue Capital shall provide the Company with services as stated therein, for a period of five (5) year term commencing on February 1, 2025. The Company shall issue to Blue Capital 4,545,454 options to purchase shares of the Company’s common stock at $0.44 per shares (the “Blue Capital Options”). The Blue Capital Options shall vest in equal quarterly installments such that 2,272,727 Options shall vest on August 1, 2025, and 2,272,727 Blue Capital Options shall vest on February 1, 2026.

On February 21, 2025, the Company entered into an amendment to the Blue Capital Consulting Agreement (“Amended Blue Capital Consulting Agreement”). Pursuant to the Amended Blue Capital Consulting Agreement, as further consideration for the services provided by Blue Capital, the Company will issue 500,000 options to purchase common stock at $0.45 per share. Such options will vest in equal six-month installments such that 250,000 options will vest on August 21, 2025, and 250,000 options will vest on February 21, 2026. The Company will also issue 500,000 shares of restricted common stock, which common stock will vest in equal six-month installments such that 250,000 shares will vest on August 21, 2025 and 250,000 shares will vest on February 21, 2026.

January 2025 PIPE Investment

On January 17, 2025, the Company entered into a Securities Purchase Agreement with one accredited investor for the purchase of 2,277,389 shares for gross proceeds of $1,000,000 at a price of $0.4391 per share, which reflects a 20% discount from the closing price of the common stock on January 14, 2025.

Settlement Agreement with Intracoastal Capital, LLC

On January 14, 2025, the Company entered into the Intracoastal Settlement Agreement with Intracoastal Capital. In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 655967/2023. Pursuant to the Intracoastal Settlement Agreement, the Company agreed to issue to Intracoastal Capital the following: (i) shares of the Company’s common stock with a value of $875,000, as set forth below (the “Intracoastal Settlement Shares”) and (ii) a settlement payment of $175,000. The number of Intracoastal Settlement Shares shall be the greater of the Initial Share Amount (as defined below) or the Adjusted Share Amount (as defined below).

“Adjusted Share Price” means the lesser of (i) the volume weighted average price of the Company on the five trading days prior to the day that the registration statement registering the Intracoastal Settlement Shares becomes effective or (ii) the closing price for the Company on the day prior to such registration statement becomes effective. In such event, the Company shall deliver within two (2) business days additional shares of common stock so that Intracoastal Capital receives, in total, an amount equal to 875,000 divided by the Adjusted Share Price.

“Initial Share Amount” means an amount equal to 875,000 divided by the Initial Share Price. The Initial Share Amount shall be subject to adjustment if the Adjusted Share Price is lower than the Initial Share Price.

“Initial Share Price” means the lesser of the volume weighted average price for the Company, as reported on the Nasdaq, on the five trading days prior to the execution of the Intracoastal Settlement Agreement, or (ii) the closing price of the Company, as reported on the Nasdaq on the day prior to the execution of the Intracoastal Settlement Agreement.

The Intracoastal Settlement Agreement is filed herein as Exhibit 10.33.

Consulting Agreement with Blue Capital S.A., LLC

On January 18, 2025, the Company entered into a Consulting Agreement with Blue Capital S.A., LLC., a United Arab Emirates limited company (“Blue Capital”) pursuant to which Blue Capital shall provide the Company with services as stated therein, for a period of five (5) year term commencing on February 1, 2025. The Company shall issue to Blue Capital 4,545,454 options to purchase shares of the Company’s common stock, par value $0.001 (the “Common Stock”) at $0.44 per shares (the “Blue Capital Options”). The Blue Capital Options shall vest in equal quarterly installments such that 2,272,727 Options shall vest on August 1, 2025, and 2,272,727 Blue Capital Options shall vest on February 1, 2026. The Consulting Agreement with Blue Capital is filed as Exhibit 10.34.

January 2025 PIPE Investment

Notice of Nasdaq Listing Deficiency

On January 2, 2025, the Company received a notice from The Nasdaq Stock Exchange (“Nasdaq”) that the closing bid price for our common stock had been below $1.00 per share for the previous 30 consecutive days, and that we are therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). Nasdaq’s notice has no immediate effect on the listing or trading of our common stock on the Nasdaq Capital Market.

The notice indicates that we will have 180 calendar days, until July 1, 2025, to regain compliance with this requirement. We can regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of our common stock is at least $1.00 per share for a minimum of ten (10) consecutive business days during the 180-day compliance period.

If the Company does not regain compliance during the initial compliance period, we may be eligible for an additional 180 day period to regain compliance. To qualify, we would be required to meet the continued listing requirement for market value of our publicly held shares and all other Nasdaq initial listing standards, with the exception of the minimum bid price requirement under Rule 5550(a)(2), and we would need to provide written notice to Nasdaq of our intention to cure the deficiency during the second compliance period. If it appears to Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, we expect that Nasdaq will notify us that our common stock will be subject to delisting. We will have the right to appeal a determination to delist our common stock, and our common stock would remain listed on The Nasdaq Capital Market until the completion of the appeal process.

We intend to actively monitor the minimum bid price of our common stock and may, as appropriate, consider available options to regain compliance with Rule 5550(a)(2), including undertaking a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with Rule 5550(a)(2).

Arrangement Agreement with Yerbae Brands Corp.

On January 7, 2025, the Company entered into a definitive Arrangement Agreement (the “Arrangement Agreement”) with Yerbaé Brands Corp., (“Yerbaé”), a corporation organized under the laws of the Province of British Columbia, pursuant to which, among other things, the Company will acquire all of the issued and outstanding common shares of Yerbaé (the “Arrangement”). The Arrangement will be implemented by way of a plan of arrangement (the “Plan of Arrangement”) in accordance with the Business Corporations Act (British Columbia) and is subject to approval by the Supreme Court of British Columbia (the “Court”), the stockholders of the Company and the shareholders of Yerbaé, among other customary closing conditions for a transaction of ~~this~~ this nature and size. The Arrangement was consummated on June 27, 2025.

Consideration

On the terms and subject to the conditions of the Arrangement Agreement and the Plan of Arrangement, at the effective time of the Arrangement (the “Effective Time”) all of the common shares of Yerbaé then issued and outstanding immediately prior to the Effective Time (including the common shares of Yerbaé to be issued on the settlement of all of the performance share units and restricted share units of Yerbaé, which will be settled immediately prior to the Effective Time) will be acquired by the Company in consideration for the right to receive an aggregate of 20,000,000 shares of common stock of the Company (collectively, the “Consideration Shares”). Each option (each a “Replaced Option”) to purchase common shares of Yerbaé outstanding immediately prior to the Effective Time (whether or not vested) will be deemed to be exchanged for an option (“Replacement Option”) entitling the holder to purchase shares of common stock of the Company. The number of shares of common stock of the Company underlying each Replacement Option will equal the number of common shares of Yerbaé underlying the corresponding Replaced Option multiplied by the exchange ratio. The exercise price of each Replacement Option will equal the exercise price of the corresponding Replaced Option divided by the exchange ratio and each Replacement Option will be fully vested. In accordance with the respective terms of Yerbaé’s outstanding warrants and debentures, the terms of each warrant and debenture of Yerbaé will entitle the holder thereof to receive, upon exercise or conversion, as applicable, in substitution for the number of Yerbaé common shares subject to such warrant or debenture, a number of shares of Company common stock. In addition, if the Arrangement is consummated, the Company will pay up to $500,000 of Yerbaé’s transaction expenses.

Representations and Warranties; Covenants

Pursuant to the Arrangement Agreement, each of the Company and Yerbaé made customary representations and warranties for transactions of this type. All of the representations and warranties of the Company and Yerbaé will expire and be terminated at the Effective Time. Each of the Company and Yerbaé have also agreed to be bound by certain covenants that are customary for transactions of this type, including obligations of the parties during the period between the date of the execution of the Arrangement Agreement and the Effective Time (the “Interim Period”) to, in all material respects, conduct their respective businesses in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of the other party, in each case, subject to certain exceptions and qualifications. The covenants and agreements of the Company and Yerbaé that by their terms are to be performed at or after the Effective Time shall, in each case, survive until fully performed.

Closing Conditions

The respective obligations of each party to consummate the Arrangement are subject to the satisfaction or waiver of certain customary mutual closing conditions, including (i) the issuance of the interim and final orders by the Court with respect to the Arrangement; (ii) the adoption by the requisite Yerbaé shareholders of a resolution approving the Arrangement (the “Yerbaé Shareholder Approval”); (iii) the approval by the requisite Company stockholders of the issuance of the Consideration Shares and an amended and restated equity incentive plan reserving a number of shares of Company common stock equal to no less than 10% of the fully diluted shares of Company common stock issued and outstanding immediately following the Effective Time (the “Company Stockholder Approval”); (iv) the absence of any law or order prohibiting, rendering illegal or permanently enjoining the consummation of the Arrangement; (v) the obtainment of any regulatory approvals required in connection with the Plan of Arrangement, except for such approvals the failure of which to obtain would not reasonably be expected to have a material adverse effect on the parties or would not materially impede or delay the completion of the Arrangement; (vi) the approval by the TSX Venture Exchange; (vii) the approval of the listing of the Consideration Shares by Nasdaq; (viii) the exemption of the issuance of the Consideration Shares from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) thereof; (ix) that the representations of the other party in the Arrangement Agreement are true and correct as of the date of the Arrangement Agreement and the Effective Time (subject to certain materiality qualifiers) and (x) that the other party will have complied in all material respects with its covenants in the Arrangement Agreement.

Additionally, the obligation of the Company to consummate the Arrangement is subject to the satisfaction or waiver of the following conditions, among others: (i) that there will not have occurred during the Interim Period any material adverse effect with respect to Yerbaé; (ii) that the Company shall have received ~~Support~~support ~~Agreements~~agreements ~~(as defined below)~~ from certain shareholders of Yerbaé representing not less than 40.1% of the issued and outstanding common shares of Yerbaé (collectively, the “Supporting Yerbaé Shareholders”) no no later than 30 days following the date of the Arrangement Agreement (and such shareholders shall not have breached their obligations or or covenants thereunder in any material respect as of the Effective Time); and (iii) that the Yerbaé shareholders shall have not validly exercised and not withdrawn dissent rights with respect to more than 5% of the common shares of Yerbaé then outstanding.

The obligation of Yerbaé to consummate the Arrangement is also conditioned upon (i) the Company appointing Todd Gibson to the board of directors of the Company as of the Effective Time and (ii) that there will not have occurred during the Interim Period any material adverse effect with respect to the Company.

~~The~~Notice ~~Arrangement~~of ~~Agreement~~Nasdaq isListing ~~filed herein as Exhibit 10.36.~~Deficiency

10On January 2, 2025, the Company received a notice from The Nasdaq Stock Exchange (“Nasdaq”) that the closing bid price for our common stock had been below $1.00 per share for the previous 30 consecutive days, and that we are therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). Nasdaq’s notice has no immediate effect on the listing or trading of our common stock on the Nasdaq Capital Market.

~~Advisory~~On ~~Agreement~~July 9, 2025, the Company received a notification (the “Extension Notice”) from Nasdaq informing the Company that Nasdaq has granted the Company an additional 180 calendar days to regain compliance with ~~Bristol~~the ~~Capital~~minimum closing bid price requirement under the Rule for continued listing on Nasdaq. The Extension Notice has no immediate effect on the listing of the Company’s common stock. In connection with its request for an extension, the Company stated that it intends to cure its bid price deficiency during such additional 180-day period, by effecting a reverse stock split, if necessary.

OnThe ~~December~~Extension ~~18,~~Notice ~~2024,~~indicates ~~the~~that ~~Company~~we ~~entered~~will ~~into~~have an180 ~~Advisory~~calendar ~~Agreement (“Bristol Advisory Agreement”) with Bristol Capital~~days, ~~LLC, a~~until ~~Delaware~~December ~~limited liability company (“Bristol Capital”). Under the Bristol Advisory Agreement~~29, ~~Bristol Capital appointed Paul L. Kessler (“Kessler”) to provide services to the Company relating to the Company’s strategy business development~~2025, ~~strategic~~ ~~planning, capital markets, high level introductions~~ to ~~further~~regain ~~its~~compliance ~~business~~with ~~goals,~~this ~~advice related to sector growth initiatives,~~requirement. ~~and~~We ~~other~~can ~~consulting~~regain orcompliance ~~advisory~~with ~~services which~~ the ~~Company reasonably requests that Kessler provides~~$1.00 Inminimum ~~consideration~~bid ~~for~~listing ~~such~~requirement ~~services,~~ if the ~~Company~~closing ~~agreed~~bid toprice ~~compensate Bristol Capital as follows: (i) a cash payment~~ of ~~$200,000,~~our ~~payable in quarterly installments of $50,000 each, starting on December 18, 2024 and continuing every 3 months thereafter; and (ii) equity-based compensation of 400,000 restricted shares of~~ common stock, ~~with~~is ~~piggyback~~at ~~registration~~least ~~rights~~$1. ~~These shares will vest in equal quarterly installments, with the first installment~~00 ofper ~~100,000~~share ~~shares~~for ~~vesting~~a onminimum ~~December 18, 2024 and then another 100,000 shares vesting every 3 months thereafter, pursuant to the schedule set forth in Exhibit A~~ of ~~the~~ten ~~Bristol~~(10) ~~Advisory~~consecutive ~~Agreement.~~business ~~Kessler~~days ~~will~~during ~~serve as~~ the ~~Company’s~~180-day ~~independent~~compliance ~~contractor under the Advisory Agreement~~period. ~~The Advisory Agreement is filed herein as Exhibit 10.54.~~

~~Equity~~If ~~Disbursement~~at ~~Agreement~~any time before December 29, 2025, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide written confirmation that the Company has achieved compliance with ~~Maxim~~the ~~Group~~Rule. ~~LLC~~The Company intends to continue actively monitoring the bid price for its common stock between now and December 29, 2025, and will consider available options to resolve the deficiency and regain compliance with the Rule, including a reverse stock split if necessary. If the Company does not regain compliance within the additional compliance period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq Hearings Panel. There is no assurance, however, that the Company will regain compliance.

On December 6, 2024, the Company entered into an Equity Disbursement Agreement (the “Sales Agreement”) with Maxim Group LLC (the “Sales Agent”) pursuant to which the Company may offer and sell, from time to time, in its sole discretion, shares of its common stock, having an aggregate offering price of up to $5,000,000, subject to certain limitations on the amount of common stock that may be offered and sold by the Company set forth in the Sales Agreement. The Company is not obligated to make any sales of common stock under the Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions and the Company’s capital raising needs.

Any shares offered and sold in the at-the-market offering will be issued pursuant to the registration statement on Form S-3 (File No. 333-267644), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act on September 28, 2022, and declared effective on November 9, 2022, and the prospectus supplement relating to the at-the-market offering filed with the SEC on December 6, 2024, and any applicable additional prospectus supplements related to the at-the-market offering that form a part of the registration statement.

The Sales Agent may sell the shares of common stock by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act, including sales made through Nasdaq, or any other trading market for the common stock, sales made to or through a market maker other than on an exchange or through an electronic communications network, or in negotiated transactions pursuant to terms set forth in a placement notice delivered by the Company to the Sales Agent under the Sales Agreement. Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of Nasdaq, to sell the shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. The Sales Agent is not obligated to purchase any shares of common stock on a principal basis pursuant to the Sales Agreement.

The Company will pay the Sales Agent a commission equal to 3.0% of the gross sales proceeds of any shares sold through the Sales Agent under the Sales Agreement, and also has provided the Sales Agent with customary indemnification and contribution rights. The Sales Agreement contains customary representations and warranties and conditions to the placements of the shares pursuant thereto, obligations to sell shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

The Sales Agreement is filed as Exhibit 10.37.

Separation and Exchange Agreement with Caring Brands, Inc.

On September 24, 2024, the Company entered into a Separation and Exchange Agreement (the “Separation Agreement”) with Caring Brands, Inc., a Nevada corporation (“CB Nevada”), Caring Brands, Inc, a Florida corporation (“CB Florida”) and Brian S. John, as the representative of the shareholders of CB Florida (the “Representative”). The Company, along with the other shareholders of CB, exchanged 100% of the issued and outstanding shares of common stock of CB Florida (the “Exchange”) for the CB Nevada shares of common stock, including the 3,000,000 shares of CB Nevada common stock received by the Company. Pursuant to the Separation Agreement, the Company’s business segment that creates and sells innovative wellness consumer products industries (the “CB Business”) along with the assets, intellectual property and liabilities related thereto were transferred to CB Nevada.

The Separation Agreement is filed herein as Exhibit 10.38.

Consulting Agreement with Core 4 Capital Corp.

On September 23, 2024, the Company entered into a Consulting Agreement with Core 4 (“Core 4 Consulting Agreement”), a New York corporation, pursuant to which Core 4 shall provide the Company with services as stated therein, for a period of six (6) month term commencing on October 1, 2024. The Company shall issue 1,250,000 shares of the Company’s restricted stock. This stock will vest in equal quarterly installments such that 625,000 shares shall vest on December 31, 2024, and 625,000 shares shall vest on March 31, 2025.

On April 4, 2025, the Company entered into an extension to the Core 4 Consulting Agreement to extend the agreement for an additional one year and to issue Core 4 an additional 2,500,000 shares vesting 25% per quarter.

The Core 4 Consulting Agreement is filed as Exhibit 10.39.

Core 4 Capital Corp. Securities Purchases

On August 30, 2024, the Company entered into a Securities Purchase Agreement with Core 4 for the purchase of (i) 3,370,787 shares of the Company’s common stock at a price of $0.89 per share which was the closing price on August 29, 2024; and (ii) 3,370,787 warrants to purchase shares of common stock at a price of $0.125 per warrant. These warrants are exercisable for a period of five years from the date of issuance and have an exercise price of $0.89. The Company’s President, Jordan Schur, is a 15% owner of the Investor, but is not an officer or director of such Investor. Other shareholders of the Investor are also members of Mr. Schur’s immediate family (but not dependents). The Company did not pay any commissions in connection with this offering and expects net proceeds of approximately $3,421,348 from the offering. This Securities Purchase Agreement is filed as Exhibit 10.40. These warrants are filed as Exhibit 10.41.

On June 27, 2024, the Company entered into a Securities Purchase Agreement with Core 4 for the purchase of 943,396 shares of common stock of the Company at a price of $1.06 per share, which was the closing price on June 27, 2024). The Company paid no commissions in connection with this securities purchase and the net proceeds were approximately $1,000,000. This Securities Purchase Agreement is filed as Exhibit 10.42.

On April 4, 2024, the Company entered into a Securities Purchase Agreement with Core 4 for the purchase of 2,369,668 shares of the Company’s common stock to Core 4 at a price of $2.11 per share, which was the closing price on April 4, 2024. The Company paid no commissions in connection with this securities purchase and net proceeds thereto were approximately $4,975,000. This Securities Purchase Agreement is filed as Exhibit 10.43.

On April 8, 2025, the Company entered into a warrant purchase agreement with Core 4 whereby it sold an aggregate of 4,000,000 warrants to purchase common stock at $0.41 per share for $0.125 per warrant for aggregate proceeds of $500,000.

Management Employment Agreements

John Gulyas Employment Agreement

On December 16, 2024, the Company entered into an employment agreement (“Gulyas Agreement”) with John Gulyas, pursuant to which Mr. Gulyas will serve as the Company’s Executive Chairman of the board of directors. The Agreement provides for (A) a $300,000 annual base salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 1,000,000 shares of Company’s common stock fully vested as of the date therein, (C) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025, (D) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits.

The Gulyas Agreement is filed herein as Exhibit 10.44.

On March 11, 2025, the Company entered into Amendment No. 1 to the Gulyas Agreement (the “Amended Gulyas Agreement”), which amended and replaced Section 5(b) in its entirety such that: the Company shall remit 1,000,000 shares of restricted common stock to Mr. Gulyas as compensation for work performed in 2025 and 2026. Further, these restricted common stock will begin vesting on April 1, 2025, in quarterly increments over the following years as follows: (i) 250,000 shares will vest on July 1, 2025; (ii) 250,000 shares will vest on October 1, 2025; (iii) 250,000 shares will vest on January 1, 2026; and (iv) 250,000 shares will vest on April 1, 2026. The change in the Amended Gulyas Agreement only changed the shares from becoming immediately vestable.

Jordon Schur Employment Agreement

On December 16, 2024, the Company entered into an employment agreement with Jordon Schur (the “Schur Agreement”), pursuant to which Mr. Schur will serve as the Company’s President. The Agreement provides for (A) a $300,000 annual base salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 1,000,000 shares of Company’s common stock fully vested as of the date therein, (C) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025, (D) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits. The Schur Agreement is filed as Exhibit 10.45.

On March 11, 2025, the Company entered into Amendment No. 1 to the Schur Agreement (the “Amended Schur Agreement”), which amended and replaced Section 5(b) in its entirety such that: the Company shall remit 1,000,000 shares of restricted common stock to Mr. Schur as compensation for work performed in 2025 and 2026. Further, these restricted common stock will begin vesting on April 1, 2025, in quarterly increments over the following years as follows: (i) 250,000 shares will vest on July 1, 2025; (ii) 250,000 shares will vest on October 1, 2025; (iii) 250,000 shares will vest on January 1, 2026; and (iv) 250,000 shares will vest on April 1, 2026. The change in the Amended Schur Agreement only changed the shares from becoming immediately vestable.

Jarrett Boon Employment Agreement

On December 16, 2024, the Company entered into an employment agreement with Jarrett Boon (the “Boon Agreement”), pursuant to which Mr. Boon will serve as the Company’s Chief Executive Officer.

The Boon Agreement provides for (A) a $300,000 annual base salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 1,000,000 shares of Company’s common stock fully vested as of the date therein, (C) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025, (D) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits.

The Boon Agreement is filed as Exhibit 10.46.

On March 11, 2025, the Company entered into Amendment No. 1 to the Boon Agreement (the “Amended Boon Agreement”), which amended and replaced Section 5(b) in its entirety such that: the Company shall remit 1,000,000 shares of restricted common stock to Mr. Boon as compensation for work performed in 2025 and 2026. Further, these restricted common stock will begin vesting on April 1, 2025, in quarterly increments over the following years as follows: (i) 250,000 shares will vest on July 1, 2025; (ii) 250,000 shares will vest on October 1, 2025; (iii) 250,000 shares will vest on January 1, 2026; and (iv) 250,000 shares will vest on April 1, 2026. The change in the Amended Boon Agreement only changed the shares from becoming immediately vestable.

Danielle De Rosa Employment Agreement

On April 22, 2024, the Company entered into an employment agreement with Danielle De Rosa (the “De Rosa Employment Agreement”), pursuant to which Ms. Rosa will serve as the Company’s Chief Financial Officer. As consideration for her services, the Company will pay Ms. Rosa a salary of $250,000 per annum, which salary is payable bi-monthly. Subject to suitable business conditions, Ms. Rosa may receive a 5% pay increase payable to her at each one-year anniversary from the commencement of the De Rosa Employment Agreement. The Company will also award 200,000 stock options to Ms. Rosa, granted at a strike price equal to the closing market price on the date that Ms. De Rosa first starts to work for the Company as an independent consultant. These stock options will vest on a quarterly basis, in equal installments over three years. The stock options will terminate on the fifth year anniversary of their date of issuance.

The De Rosa Employment Agreement is filed as Exhibit 10.47.

Intellectual Property

As of the date hereof, the Company owns five patents, including the patent (US 9,186,350 B2) and patent (US 10,028,991 B2) for the composition of the Sure Shot Dietary Supplement used for minimizing the harmful effects associated with alcohol consumption by supporting the metabolism of alcohol. US 9,186,350 B2 (the “350 Patent”), relates to an early version of the Sure Shot Dietary Supplement and is owned by the Company. The 350 Patent is a utility patent that covers the United States jurisdiction and expired on December 25, 2023. US 10,028,991 B2 (the “991 Patent”) is a continuation of the 350 Patent and relates to the Sure Shot Dietary Supplement and is owned by the Company. The 991 Patent is a utility patent that covers the United States jurisdiction and expires on November 5, 2035. In and around September of 2024, the Company received a Notice of Allowance for a new patent U.S. Patent Application No. 18/395,565 that relates to current version of the Sure Shot Dietary Supplement. This patent will be a utility patent and cover the United States jurisdiction. The Company owns three additional patents that relate to legacy products that the Company neither currently sells nor has any plans to sell in the future.

Government Regulation

The Sure Shot Dietary Supplement

The production, distribution and sale in the United States of the Sure Shot Dietary Supplement is subject to various U.S. federal, state and local regulations, including but not limited to: the Federal Food, Drug and Cosmetic Act (“FD&C Act”); the Occupational Safety and Health Act and various state laws and regulations governing workplace health and safety; various environmental statutes; the Safe Drinking Water and Toxic Enforcement Act of 1986 (“California Proposition 65”); data privacy and personal data protection laws and regulations, including the California Consumer Privacy Act of 2018 (as modified by the California Privacy Rights Act) and a number of other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, marketing, labeling, packaging, and ingredients of the Sure Shot Dietary Supplement.

We also may in the future be affected by other existing, proposed and potential future regulations or regulatory actions, including those described below, any of which could adversely affect our business, financial condition and results of operations.

Furthermore, legislation and regulation may be introduced in the United States at the federal, state, municipal and supranational level in respect of each of the subject areas discussed below. Public health officials and health advocates are increasingly focused on the public health consequences associated with obesity and alcohol consumption, especially as they may affect children, and are seeking legislative change to reduce the consumption of sweetened and alcohol beverages.

We are subject to a number of regulations applicable to the formulation, labeling, packaging, and advertising (including promotional campaigns) of our products. In California, we are subject to California Proposition 65, a law which requires that a specified warning be provided before exposing California consumers to any product that contains in excess of threshold amounts of a substance listed by California as having been found to cause cancer or reproductive toxicity. California Proposition 65 does not require a warning if the manufacturer of a product can demonstrate that the use of the product in question exposes consumers to an average daily quantity of a listed substance that is below that threshold amount, which is determined either by scientific criteria set forth in applicable regulations or via a “safe harbor” threshold that may be established by the state, or the substance is naturally occurring, or is subject to another applicable exception. As of the date of this registration statement, we are not required to put a warning label on our product and our products are perfluoroalkyl and polyfluoroalkyl substances (“PFAS”) free. We are unable to predict whether a component found in our product might be added to the California list in the future. Furthermore, we are also unable to predict when or whether the increasing sensitivity of detection methodology may become applicable under this law and related regulations as they currently exist, or as they may be amended. If we are required to add warning labels to any of our products or place warnings in certain locations where our products are sold, it will be difficult to predict whether, or to what extent, such a warning would have an adverse impact on sales of our products in those locations or elsewhere. In addition, there has been increasing regulatory activity globally regarding constituents in packaging materials, including PFAS. Regardless of whether perceived health consequences of these constituents are justified, such regulatory activity could result in additional government regulations that impact the packaging of our beverages.

In addition, the U.S. Food and Drug Administration (the “FDA”) has regulations with respect to serving size information and nutrition labeling on food and beverage products, including a requirement to disclose the amount of added sugars in such products and regulations about whether a product qualifies as a drug. Further, the U.S. Department of Agriculture promulgated regulations requiring that, by January 1, 2022, the labels of certain bioengineered foods include a disclosure that the food is bioengineered. These regulations may impact, reduce and/or otherwise affect the purchase and consumption of our products by consumers.

All ingredients in the Sure Shot Dietary Supplement are deemed Generally Recognized as Safe (GRAS) and align with FDA standards, permitting their inclusion in supplements. In the event that the FDA or any governmental agency identifies an ingredient or aspect of our product as unsafe, we commit to promptly withdrawing that component in accordance with regulatory directives. From a product and sales perspective, there are no impediments or concerns raised by any governmental agency. It is essential to note that the Sure Shot Dietary Supplement is classified as a dietary supplement, exempt from the approval or filing requirements mandated for pharmaceutical drugs by the FDA or other regulatory authorities.

Employees

As of this prospectus, we had eight full-time employees. We believe our relations with our employees to be good.

Properties

Currently, we do not own any real property. We rent office space at 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477 for $15,038 per month. The Company entered into the office lease effective July 1, 2021, which has a primary term of the lease of five years with one renewal option for an additional three years. As part of the Separation Agreement, Caring Brands, Inc. has agreed to assume to lease obligations upon it reaching certain milestones.

~~THE~~Implications ~~RESALE~~of ~~OFFERING~~Being an Emerging Growth Company

Common stock outstanding		75,176,604 shares. (1)
Common stock being offered		1,233,507 shares of common stock, in the aggregate, consisting of the shares of common stock issued to 3i LP pursuant to the Stipulation of Settlement, and the shares of common stock issued to Paul L. Kessler under the Advisory Agreement.
Use of proceeds		We will not receive any proceeds from the Selling Stockholders’ resale of the registered shares.
Nasdaq symbols		Our common stock and warrants are listed on the Nasdaq Capital Market under the symbols “SHOT” and “SHOTW”, respectively.
Risk factors		You should carefully consider the information set forth in this prospectus.

We qualify as an “emerging growth company” as defined in the federal securities laws. As an emerging growth company, we have elected to take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

~~(1)~~● Asthe requirement that we provide only two years of ~~May~~audited ~~16,~~financial ~~2025,~~statements ~~this~~in ~~number~~addition ~~excludes~~to ~~stock~~any ~~options~~required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of ~~18,046,992~~Financial ~~held~~Condition byand ~~beneficial~~Results ~~owners~~of Operations” disclosure; ● reduced disclosure about our executive compensation arrangements; ● an exemption from the requirement that we hold a non-binding advisory vote on executive compensation or golden parachute arrangements; and ~~warrants~~● an exemption from the auditor attestation requirement in the assessment of ~~21,556,638~~our ~~held~~internal bycontrol ~~beneficial~~over ~~owners~~financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold securities.

Implications of Being a Smaller Reporting Company

We also qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, and to the extent we continue to qualify as a “smaller reporting company,” after we cease to qualify as an “emerging growth company,” certain of the exemptions available to us as an “emerging growth company” may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2022 (the “Sarbanes-Oxley Act”); (2) scaled executive compensation disclosures; and (3) the ability to provide only two years of audited financial statements, instead of three years.

Properties

Currently, we do not own any real property. We rent office space at 18801 N Thompson Peak Pkwy Ste 380, Scottsdale, AZ 85255. The Company entered into the office lease effective October 5, 2022, which has a primary term of the lease of 40 months with one renewal option for an additional 36 months.

~~RISK~~THE ~~FACTORS~~RESALE OFFERING

Risks Related to Our Business

Common stock outstanding		185,476,283 shares. (1)

Common stock being offered		31,839,533 shares of common stock, including (i) 30,000,054 shares of common stock issued pursuant to that certain Exchange Agreement (the “July 2025 PIPE Warrants Exchange Agreement”), dated November 7, 2025, by and between the Company and the investors named therein (the “July 2025 Purchasers”); and (ii) 1,839,479 shares of common stock issuable upon exercise of the common stock purchase warrants (the “Placement Agent Warrants”) issued to Dominari Securities LLC, pursuant to that certain placement agency agreement, dated July 21, 2025 (the “July 2025 Placement Agency Agreement”), by and between the Company and Dominari Securities LLC.

Use of proceeds		We will not receive any proceeds from the Selling Stockholders’ resale of the registered shares.

Nasdaq symbols		Our common stock is listed on the Nasdaq Capital Market under the symbol “BNKK”.

Risk factors		You should carefully consider the information set forth in this prospectus.

~~If we~~(1) ~~are~~As ~~unable~~of toNovember ~~keep~~20, up2025. ~~with~~This ~~rapid~~number ~~technological~~excludes ~~changes~~7,906,000 ~~our~~stock ~~products~~options ~~may~~and ~~become~~29,041,069 ~~obsolete~~warrants held by beneficial owners as of November 20, 2025.

The market for our products is characterized by significant and rapid change. Although we will continue to expand our product line capabilities to remain competitive, research and discoveries by others may make our processes, products, or brands less attractive or even obsolete.

Competition could adversely affect our business.

Our industry in general is competitive. It is possible that future competitors could enter our market, thereby causing us to lose market share and revenues. In addition, some of our current or future competitors may have significantly greater financial, technical, marketing, and other resources than we do or may have more experience or advantages in the markets in which we will compete that will allow them to offer lower prices or higher quality products. If we do not successfully compete with these competitors, we could fail to develop market share and our future business prospects could be adversely affected.

If we are unable to develop and maintain our brand and reputation for our product offerings, our business and prospects could be materially harmed.

Our business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets we serve. If problems with our products cause our customers to have a negative experience or failure or delay in the delivery of our products to our customers, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed.

We are subject to government regulation, and unfavorable changes could substantially harm our business and results of operations.

We are subject to general business regulations and laws as well as regulations and laws specifically governing our industries in the U.S. and other countries in which we operate. Uncertainty surrounding existing and future laws and regulations may impede our services and increase the cost of providing such services. These regulations and laws may cover taxation, tariffs, user pricing, distribution, consumer protection and the characteristics and quality of services.

We depend heavily on key personnel, and turnover of key senior management could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions of our senior management personnel. If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled personnel as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key personnel in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future. We may not have written employment agreements with all of our senior management. We do not have any key person insurance.

Our products may not meet health and safety standards or could become contaminated.

We do not have control over all of the third parties involved in the manufacturing of our products and their compliance with government health and safety standards. Even if our products meet these standards, they could otherwise become contaminated. A failure to meet these standards or contamination could occur in our operations or those of our manufacturers, distributors or suppliers. This could result in expensive production interruptions, recalls and liability claims. Moreover, negative publicity could be generated from false, unfounded or nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial performance.

The sale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses.

We face an inherent risk of exposure to product liability claims if the use of our products results in, or is believed to have resulted in, illness or injury. Our products contain combinations of ingredients, and there is little long-term experience with the effect of these combinations. In addition, interactions of these products with other products, prescription medicines and over-the-counter treatments have not been fully explored or understood and may have unintended consequences.

~~Any~~RISK product liability claim may increase our costs and adversely affect our revenue and operating income. Moreover, liability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles and may make it more difficult to secure adequate insurance coverage in the future. In addition, our product liability insurance may fail to cover future product liability claims, which, if adversely determined, could subject us to substantial monetary damages.FACTORS

~~The~~Investing ~~success~~in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. We have also identified a number of these factors under the heading “Risk Factors” in our periodic reports we file with the SEC, including our annual report on Form 10-K for the year ended December 31, 2024, which section is incorporated by reference herein. If any of these risks actually occur, it may materially harm our business, ~~will~~financial ~~depend~~condition, ~~upon~~liquidity, results of operations, and prospects. As a result, the market price of our ~~ability~~securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus or any prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to ~~create~~us or that we currently believe to be immaterial may become material and ~~expand~~adversely affect our ~~brand~~business. ~~awareness~~If any of the following risks or other risks not specified below materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our shares of common stock could decline.

The markets we compete in, including the wellness drink market, sexual wellness and hair growth markets we intend to compete in, are highly competitive, with many well-known brands leading the industry. Our ability to compete effectively and generate revenue will be based upon our ability to create and expand awareness of our products distinct from those of our competitors. It is imperative that we are able to convey to consumers the benefits of our products. However, advertising and packaging and labeling of such products will be limited by various regulations. Our success will be dependent upon our ability to convey to consumers that our products are superior to those of our competitors.

We must develop and introduce new products to succeed.

Our industry is subject to rapid change. New products are constantly introduced to the market. Our ability to remain competitive depends in part on our ability to enhance existing products, to develop and manufacture new products in a timely and cost-effective manner, to accurately predict market transitions, and to effectively market our products. Our future financial results will depend to a great extent on the successful introduction of several new products. We cannot be certain that we will be successful in selecting, developing, manufacturing and marketing new products or in enhancing existing products.

● The success of new product introductions depends on various factors, including, without limitation, the following: Successful sales and marketing efforts; ● Timely delivery of new products; ● Availability of raw materials; ● Pricing of raw materials; ● Regulatory allowance of the products; and ● Customer acceptance of new products.

Adverse publicity associated with our products or ingredients, or those of similar companies, could adversely affect our sales and revenue.

Adverse publicity concerning any actual or purported failure by us to comply with applicable laws and regulations regarding any aspect of our business could have an adverse effect on the public perception of us. This, in turn, could negatively affect our ability to obtain financing, endorsers and attract distributors or retailers for our products, which would have a material adverse effect on our ability to generate sales and revenue.

Our distributors’ and customers’ perception of the safety and quality of our products or even similar products distributed by others can be significantly influenced by national media attention, publicized scientific research or findings, product liability claims and other publicity concerning our products or similar products distributed by others. Adverse publicity, whether or not accurate, that associates consumption of our products or any similar products with illness or other adverse effects, will likely diminish the public’s perception of our products. Claims that any products are ineffective, inappropriately labeled or have inaccurate instructions as to their use, could have a material adverse effect on the market demand for our products, including reducing our sales and revenue.

If serious adverse or undesirable side effects are identified during the development of our product candidates, we may abandon or limit our development or commercialization of such product candidates.

If our product candidates are associated with undesirable side effects or have unexpected characteristics, we may need to abandon their development or limit development to certain uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective.

If we elect or are forced to suspend or terminate any clinical trial with one of our product candidates, the commercial prospects of such product candidate will be harmed, and our ability to generate revenue from such product candidate will be delayed or eliminated. Any of these occurrences may harm our business, financial condition and prospects significantly.

If we experience delays or difficulties in the enrollment of subjects to our clinical trials, our ability to complete such trials will be adversely affected

Identifying, screening and enrolling patients to participate in clinical trials of our product candidates is critical to our success, and we may not be able to identify, recruit, enroll and dose a sufficient number of patients with the required or desired characteristics to complete our clinical trials in a timely manner. The timing of our clinical trials depends on our ability to recruit patients to participate as well as to subsequently dose these patients and complete required follow-up periods. In particular, because our planned clinical trials may be focused on indications with relatively small patient populations, our ability to enroll eligible patients may be limited or may result in slower enrollment than we anticipate.

In addition, we may experience enrollment delays related to increased or unforeseen legal and logistical requirements at certain clinical trial sites. These delays could be caused by reviews by contractual discussions with individual clinical trial sites. Any delays in enrolling and/or dosing patients in our planned clinical trials could result in increased costs, delays in advancing our product candidates, delays in testing the effectiveness of our product candidates or in termination of the clinical trials altogether.

Participant enrollment may also be affected by other factors, including:

● coordination with clinical research organizations to enroll and administer the clinical trials; ● coordination and recruitment of collaborators and investigators at individual sites; ● size of the participant population and process for identifying participants; ● design of the clinical trial protocol; ● eligibility and exclusion criteria; ● perceived risks and benefits of the product candidates under study; ● time of year in which the trials are initiated or conducted; ● ability to obtain and maintain subject consents; ● ability to enroll participants in a timely manner; ● risk that enrolled subjects will drop out before completion of the trials; ● proximity and availability of clinical trial sites for prospective participants; ● ability to monitor subjects adequately during and after treatment.

It is uncertain whether product liability insurance will be adequate to address product liability claims, or that insurance against such claims will be affordable or available on acceptable terms in the future.

Clinical research involves the testing of products on human volunteers pursuant to a clinical trial protocol. Such testing involves a risk of liability for personal injury to or death of patients due to, among other causes, adverse side effects, improper administration of the new product, or improper volunteer behavior. Claims may arise from patients, clinical trial volunteers, consumers, physicians, hospitals, companies, institutions, researchers, or others using, selling, or buying our products, as well as from governmental bodies. In addition, product liability and related risks are likely to increase over time, in particular upon the commercialization or marketing of any products by us or parties with which we enter into development, marketing, or distribution collaborations. Although we are contracting for general liability insurance in connection with our ongoing business, there can be no assurance that the amount and scope of such insurance coverage will be appropriate and sufficient in the event any claims arise, that we will be able to secure additional coverage should we attempt to do so, or that our insurers would not contest or refuse any attempt by us to collect on such insurance policies. Furthermore, there can be no assurance that suitable product liability insurance (at the clinical stage and/or commercial stage) will continue to be available on terms acceptable to us or at all, or that, if obtained, the insurance coverage will be appropriate and sufficient to cover any potential claims or liabilities.

If we are unable to establish relationships with licensees or collaborators to carry out sales, marketing, and distribution functions or to create effective marketing, sales, and distribution capabilities, we will be unable to market our products successfully.

Our business strategy may include out-licensing product candidates to or collaborating with larger firms with experience in marketing and selling pharmaceutical products. There can be no assurance that we will successfully be able to establish marketing, sales, or distribution relationships with any third-party, that such relationships, if established, will be successful, or that we will be successful in gaining market acceptance for any products we might develop. To the extent that we enter into any marketing, sales, or distribution arrangements with third parties, our product revenues per unit sold are expected to be lower than if we marketed, sold, and distributed our products directly, and any revenues we receive will depend upon the efforts of such third parties.

If we are unable to establish such third-party marketing and sales relationships, or choose not to do so, we would have to establish in-house marketing and sales capabilities. To market any products directly, we would have to establish a marketing, sales, and distribution force that has technical expertise and could support a distribution capability. Competition in the dietary supplement industry for technically proficient marketing, sales, and distribution personnel is intense and attracting and retaining such personnel may significantly increase our costs.

There can be no assurance that we will be able to establish internal marketing, sales, or distribution capabilities or that these capabilities will be sufficient to meet our needs.

Natural disasters and other events beyond our control could materially adversely affect us.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand for our services.

We have a limited operating history upon which investors can evaluate our future prospects.

We have a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business and prospects of the Company must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a newly established business and new industry. The risks include, but are not limited to, the possibility that we will not be able to develop functional and scalable products and services, or that although functional and scalable, our products and services will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products; that our competitors market a superior or equivalent product; that we are not able to upgrade and enhance our technologies and products to accommodate new features and expanded service offerings; or the failure to receive necessary regulatory clearances for our products. To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that we can successfully address these challenges. If it is unsuccessful, we and our business, financial condition and operating results could be materially and adversely affected.

The current and future expense levels are based largely on estimates of planned operations and future revenues rather than experience. It is difficult to accurately forecast future revenues because our business is new and our market has not been developed. If our forecasts prove incorrect, the business, operating results and financial condition of the Company may be materially and adversely affected. Moreover, we may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenues. As a result, any significant reduction in revenues may immediately and adversely affect our business, financial condition and operating results.

Our products and manufacturing activities are subject to extensive government regulation, and failure to comply with these laws and regulations, as they currently exist or as modified in the future, may increase our costs, limit or eliminate our ability to sell certain products, subject us or our suppliers to the risk of enforcement action, or otherwise adversely affect our business, results of operations and financial condition.

The manufacture, packaging, labeling, advertising, promotion, distribution, import, export and sale of our products are subject to regulation by numerous national and local governmental agencies in the United States and other countries, including but not limited to the U.S. Food and Drug Administration (FDA) and the Federal Trade Commission (FTC). Failure to comply with FDA regulatory requirements may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines, and criminal prosecutions. Any action of this type by the FDA could materially adversely affect our ability to market our products successfully.

The manufacture of nutritional or dietary supplements and related products in the United States requires compliance with dietary supplement current Good Manufacturing Practice (GMP) regulations, which are based on the food-model GMP regulations, with additional requirements that are specific to dietary supplements. We believe the manufacturing processes for the Safety Shot Dietary Supplement substantially complies with the applicable dietary supplement GMP requirements. Nevertheless, any FDA action determining that such processes do not comply with dietary supplement GMPs could materially adversely affect our ability to manufacture and market the Sure Shot Dietary Supplement in the United States. In addition, the Dietary Supplement & Nonprescription Drug Consumer Protection Act requires dietary supplement manufacturers and distributors to notify the FDA when they receive reports of serious adverse events associated with their products that occur within the United States.

Individual U.S. states also regulate nutritional supplements. A state may seek to interpret claims or products presumptively valid under federal law as illegal under that state’s regulations, or otherwise seek to create restrictions to access under state law. For example, during the 204 legislative session, several states are considering bills that would restrict the sale of muscle building and/or weight management supplements to people over the age of 18. Government agencies, as well as legislative bodies, can change existing regulations, or impose new ones, or could take aggressive measures, causing or contributing to a variety of negative consequences, including:

● requirements for the reformulation of products to meet new standards; ● the recall or discontinuance of products; ● additional record-keeping requirements; ● expanded documentation of the properties of certain or all products; ● expanded or different labeling or advertising for products; ● expanded adverse event tracking and reporting requirements; and ● additional scientific substantiation to support product claims.

We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative orders, when and if promulgated, could have on our business, financial condition, or results of operations.

We are subject to government regulations of the processing, formulation, packaging, labeling and advertising of our wellness and dietary supplement products.

Under the Federal Food, Drug, and Cosmetic Act (the FD&C Act), companies that manufacture and distribute functional foods and dietary supplements, such as our Safety Shot Dietary Supplement, are limited in the claims that they are permitted to make about nutritional support on the product label without FDA approval. Any failure by us to adhere to the labeling requirements could lead to the FDA requiring that our products be repackaged and relabeled, which would have a material adverse effect on our business. In addition, companies are responsible for the accuracy and truthfulness of, and must have adequate scientific substantiation for, any nutritional or functional claims. These claims must be truthful and not misleading. Promotional claims about foods and dietary supplements also must not include statements that the product can diagnose, mitigate, treat, cure or prevent a specific disease or class of disease.

We believe we are able to market our Sure Shot Dietary Supplement product in reliance on the self-affirmed Generally Recognized As Safe (GRAS) status of our formulation’s current ingredients. No governmental agency or other third party has made a determination as to whether or not the Sure Shot Dietary Supplement has achieved GRAS status. We make this determination based on independent scientific opinions that the individual ingredients and formulation as a whole are not harmful under their intended conditions of use. If the FDA, another regulatory authority or other third party denied our self-affirmed GRAS status for the Sure Shot Dietary Supplement, we could face significant penalties or be required to undergo the regulatory approval process in order to market our product, and our business, financial condition and results of operations will be adversely affected. We cannot guarantee that in such a situation the Sure Shot Dietary Supplement would be approved.

The processing, formulation, packaging, labeling and advertising of our products may also be subject to regulation by the FTC, the Environmental Protection Agency (EPA), and various agencies of the states and localities in which the products are sold. Any changes in the current regulatory environment could impose requirements that would limit our ability to market our supplement products and make bringing new products to market more expensive. In addition, the adoption of new regulations or changes in the interpretation of existing regulations may result in significant compliance costs or discontinuation of product sales and may adversely affect our business, financial condition and results of operations.

While we have positioned the Sure Shot Dietary Supplement as a dietary supplement, it is possible that the FDA or a state regulatory agency could classify our product as a drug. If the Sure Shot Dietary Supplement is determined to be a drug, we would not be able to market it further without making significant changes to the product and labeling or going through the drug approval process, which would limit our ability to effectively market the product and would adversely affect our financial condition and results of operations. Additional clinical trials may be necessary in order to support any new drug approval for the Sure Shot Dietary Supplement, and clinical trials designed to support drug approval may be time consuming, expensive, and uncertain. If required, such additional studies may take years to complete, and we may never generate the necessary data or results required to obtain marketing authorization of Safety Shot Dietary Supplement as an over-the-counter drug product. Accordingly, there can be no assurances that any such drug approval, if required, could be obtained for the Sure Shot Dietary Supplement. If the FDA or a state regulatory agency ultimately determines the Sure Shot Dietary Supplement is a drug rather than a dietary supplement, the agency could claim that the product is misbranded and require that we recall, repackage and relabel the product and impose civil and/or criminal penalties. Any of these situations could adversely affect our business and operations, and any public actions taken by the FDA or other regulatory agency against us could lead to consumer complaints, civil lawsuits, retail customers terminating any supply agreements we may have with them, and significant reputational harms to the company.

Our failure to comply with applicable laws or regulations could result in substantial monetary penalties and could adversely affect our operating results.

In recent years, the marketing and labeling of functional foods and beverages and dietary supplements has brought increased risk that consumers will bring class action lawsuits and that the FTC and/or state attorneys general will bring legal action concerning the truth and accuracy of the marketing and labeling of such products, seek removal of such products from the marketplace, and/or impose fines and penalties. Our Sure Shot Dietary Supplement product is marketed with express and implied statements relating to the ingredients or health and wellness related attributes, which may increase the potential risk of regulatory scrutiny over such claims. The lack of specific regulations or guidance on common supplement terms and statements used in product labeling has contributed to legal challenges against many supplement companies, and plaintiffs have commenced legal actions against several nutritional supplement companies, asserting false, misleading and deceptive advertising and labeling claims. In addition, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. Our failure to comply with applicable regulations could result insubstantial monetary penalties, which would likely have a material adverse effect on our financial condition or results of operations.

Even when unmerited, class action lawsuits, action by the FTC or state attorneys general enforcement actions can be expensive to defend against and may adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image, which would likely have a material and adverse effect on our business, financial condition or results of operations. The number of private consumer class actions relating to false or deceptive advertising against nutritional supplement companies has increased in recent years.

In addition, the FDA has aggressively enforced its regulations with respect to different types of product claims that may or may not be made for food or dietary supplement products. These events could interrupt the marketing and sales of our Sure Shot Dietary Supplement product, severely damage our brand reputation and public image, increase our legal expenses, result in product recalls or litigation, and impede our ability to deliver our products in sufficient quantities or quality, which would likely result in a material adverse effect on our business, financial condition, results of operations and cash flows.

Congress and/or regulatory agencies may impose additional laws or regulations or change current laws or regulations, and state attorneys general may increase enforcement of existing or new laws, and compliance with new or changed governmental regulations, or any state attorney proceeding, could increase our costs significantly and materially and adversely affect our business, financial condition and results of operations.

From time to time, Congress, the FDA, the FTC, or other federal, state, local or foreign legislative and regulatory authorities may impose additional laws or regulations that apply to us, repeal laws or regulations that we consider favorable to us or impose more stringent interpretations of current laws or regulations. We are not able to predict the nature of such future laws, regulations, repeals or interpretations or to predict the effect that additional governmental regulation, when and if it occurs, would have on our business in the future. Those developments could require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, adverse event reporting or other new requirements.

For example, in recent years, the FDA has issued warning letters to several dietary supplement companies alleging improper and unapproved drug claims regarding their products marketed for use as hangover cures or to prevent hangovers. If the FDA determines that we have disseminated inappropriate and unapproved drug claims for our Safety Shot Dietary Supplement, which we are positioning as a dietary supplement, we could receive a warning or untitled letter, be required to modify our product claims or take other actions to satisfy the FDA. Such a public warning or untitled letter from the FDA could harm our reputation and could lead to potential customer or consumer complaints or even civil lawsuits and other financial damages. While we would intend to vigorously defend our company and the Safety Shot product line in such a situation, any developments of this nature could increase our costs significantly and would likely have a material adverse effect on our business, financial condition and results of operations.

Our reliance on third parties to manufacture and supply our products, including the Sure Shot Dietary Supplement, may harm our business, financial condition and operating results.

We contract with third-party suppliers and manufacturers for the production of our products, including the Sure Shot Dietary Supplement. These third-party suppliers and manufacturers produce and, in most cases, pack our products according to formulations and specifications that have been developed by or in conjunction with our in-house product development team. Products manufactured by third-party suppliers at their facilities must also pass through quality control and assurance procedures to ensure they are manufactured in conformance with our specifications. We cannot assure you that our third-party contract manufacturers will continue to reliably supply products to us at the levels of quality, or the quantities, we require, and in compliance with our specifications or applicable laws, including under the FDA’s dietary supplement GMP regulations and the FD&C Act’s food safety provisions. Should our contract manufacturers experience quality issues or supply us with non-conforming products, we may need to terminate relationships or secure alternative suppliers. Identifying and obtaining acceptable replacement manufacturing sources, on a timely basis or at all, for FDA-regulated functional beverages and dietary supplement products is challenging. Additionally, any future need to transfer our third-party manufacturing business to another contract manufacturer could be expensive, time-consuming, result in delays in our production or shipping, reduce our net sales, damage our relationship with customers and damage our reputation in the marketplace.

We rely on third parties to conduct clinical trials and most nonclinical studies of our products, including the Sure Shot Dietary Supplement. If these third parties do not perform as contractually required, fail to satisfy regulatory or legal requirements or miss expected deadlines, our product development and commercialization efforts could be delayed with material and adverse effects on our business, financial condition, results of operations and prospects.

While we recently completed a clinical trial for the Safety Shot Dietary Supplement and may sponsor clinical trials in the future for the Sure Shot Dietary Supplement or other products, we do not independently conduct clinical trials or the majority of nonclinical studies involving our products or product candidates. Accordingly, while we perform certain functions internally, we currently rely on third-party contract research organizations (CROs), such as the Center for Applied Health Sciences, as well as laboratories, clinical investigators, clinical data management organizations, and consultants, to help us design, conduct, supervise and monitor research involving our products and human participants. As a result, we have less control over the timing, quality and other aspects of our clinical trials than we would have had we conducted them on our own. There is a limited number of third-party service providers that specialize in the wellness space or have the expertise required to achieve our business objectives. If any of our relationships with these third-party CROs terminate, we may not be able to enter into arrangements with alternative CROs or investigators or to do so on commercially reasonable terms. Further, these laboratories, investigators, CROs and consultants are not our employees and we have limited control over the amount of time and resources that they dedicate to our product development programs. These third parties may have contractual relationships with other entities, some of which may be our competitors, which may draw time and resources from our programs. The third parties with which we contract might not be diligent, careful or timely in conducting our nonclinical studies or clinical trials. If we cannot contract with acceptable third parties on commercially reasonable terms, or at all, or if these third parties do not carry out their contractual duties, satisfy the legal and regulatory requirements for the conduct of nonclinical studies or clinical trials or meet expected deadlines for any reason, our product development efforts could be delayed and otherwise adversely affected.

In all events, we are responsible for ensuring that each of our nonclinical studies and clinical trials is conducted in accordance with the general investigational plan and protocols for the relevant study or trial. For example, the FDA requires certain nonclinical studies to be conducted in accordance with good laboratory practices and clinical trials to be conducted in accordance with good clinical practices, including practices and requirements for designing, conducting, recording and reporting the results of nonclinical studies and clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentiality of clinical trial participants are protected. Our reliance on third parties we do not control do not relieve us of these responsibilities and requirements. Any adverse development or delay in our nonclinical studies or clinical trials could have a material and adverse effect on our business, financial condition, results of operations and prospects.

Further, should the FDA determine that the Sure Shot Dietary Supplement is a drug rather than a dietary supplement and require us to secure new drug approval or another form of marketing authorization for the Sure Shot Dietary Supplement, there can be no assurance that the nonclinical and clinical data we have generated to date would be sufficient to meet applicable regulatory standards for demonstrating substantial evidence of effectiveness. “Substantial evidence” represents the evidentiary threshold in the FD&C Act for the efficacy of new drugs, and it requires at least one adequate and well-controlled clinical investigation to establish effectiveness. Because we have positioned the Sure Shot Dietary Supplement as a dietary supplement, our recently completed clinical trial may not meet FDA’s expectations for a well-controlled clinical investigation adequate to support a potential drug approval.

We may not meet our product development and commercialization milestones.

We have established milestones, based upon our expectations regarding our technologies at that time, which we use to assess our progress toward developing our products. These milestones relate to technology and design improvements as well as dates for achieving development goals. If our products exhibit technical defects or are unable to meet cost or performance goals, our commercialization schedule could be delayed, and potential purchasers of our initial commercial products may decline to purchase such products or may opt to pursue alternative products.

We may also experience shortages of equipment due to manufacturing difficulties. Multiple suppliers provide the components used in manufacturing our products. Our manufacturing operations could be disrupted by fire, earthquake or other natural disaster, a labor-related disruption, failure in supply or other logistical channels, electrical outages or other reasons. If there were a disruption to manufacturing facilities, we would be unable to manufacture until we have restored and re-qualified our manufacturing capability or developed alternative manufacturing facilities.

Our operations in international markets involve inherent risks that we may not be able to control.

Our business plan includes the marketing and sale of our proposed products in international markets. Accordingly, our results could be materially and adversely affected by a variety of uncontrollable and changing factors relating to international business operations, including:

● Macroeconomic conditions adversely affecting geographies where we intend to do business; ● Foreign currency exchange rates; ● Political or social unrest or economic instability in a specific country or region; ● Higher costs of doing business in foreign countries; ● Infringement claims on foreign patents, copyrights or trademark rights; ● Difficulties in staffing and managing operations across disparate geographic areas; ● Difficulties associated with enforcing agreements and intellectual property rights through foreign legal systems; ● Trade protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various countries; ● Adverse tax consequences; ● Unexpected changes in legal and regulatory requirements; ● Military conflict, terrorist activities, natural disasters and medical epidemics; and ● Our ability to recruit and retain channel partners in foreign jurisdictions.

Compliance with new and existing laws and governmental regulations could increase our costs significantly and adversely affect our results of operations.

The processing, formulation, safety, manufacturing, packaging, labeling, advertising and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the FDA, the FTC, the CPSC, the USDA, and the EPA. These activities are also regulated by various state, local and international laws and agencies of the states and localities in which our products are sold. Government regulations may prevent or delay the introduction, or require the reformulation, of our products, which could result in lost revenues and increased costs to us. For instance, the FDA regulates, among other things, the composition, safety, manufacture, labeling and marketing of dietary ingredients and dietary supplements (including vitamins, minerals, herbs, and other dietary ingredients for human use). Dietary supplements and dietary ingredients that do not comply with FDA’s regulations and/or the DSHEA will be deemed adulterated or misbranded. Manufacturers and distributors of dietary supplements and dietary ingredients are prohibited from marketing products that are adulterated or misbranded, and the FDA may take enforcement action against any adulterated or misbranded dietary supplement on the market. The FDA has broad enforcement powers. If we violate applicable regulatory requirements, the FDA may bring enforcement actions against us, which could have a material adverse effect on our business, prospects, financial condition, and results of operations. The FDA may not accept the evidence of safety for any new dietary ingredient that we may wish to market, may determine that a particular dietary supplement or ingredient presents an unacceptable health risk based on the required submission of serious adverse events or other information, and may determine that a particular claim(such as reducing Blood Alcohol Content) or statement of nutritional value that we use to support the marketing of a dietary supplement is an impermissible drug claim or is not substantiated. Any of these actions could prevent us from marketing particular dietary supplement products or making certain claims or statements with respect to those products. The FDA could also require us to remove a particular product from the market. Any future recall or removal would result in additional costs to us, including lost revenues from any products that we are required to remove from the market, any of which could be material. Any product recalls or removals could also lead to an increased risk of litigation and liability, substantial costs, and reduced growth prospects.

Additional or more stringent laws and regulations of dietary supplements and other products have been considered from time to time. These developments could require reformulation of some products to meet new standards, recalls or discontinuance of some products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of some products, additional or different labeling, additional scientific substantiation, or other new requirements. Any of these developments could increase our costs significantly. In addition, regulators’ evolving interpretation of existing laws could have similar effects.

International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business.

International trade disputes, including threatened or implemented tariffs by the United States and threatened or implemented tariffs by foreign countries in retaliation, could adversely impact our business. Many of our tenants sell imported goods and tariffs or other trade restrictions could increase costs for these tenants. To the extent our tenants are unable to pass these costs on to their customers, our tenants could be adversely impacted. In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects. Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies.

Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.

Significant political, trade, or regulatory developments in the jurisdictions in which we sell our products, such as those stemming from the change in U.S. federal administration, are difficult to predict and may have a material adverse effect on us. Similarly, changes in U.S. federal policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business operations. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Any changes in political, trade, regulatory, and economic conditions, including, but not limited to, U.S. and China trade policies, could have a material adverse effect on our financial condition or results of operations.

Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects, or operations.

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while some jurisdictions, such as the United States, subject the mining, ownership and exchange of cryptocurrencies to extensive, and in some cases overlapping, unclear and evolving regulatory requirements.

In January 2025, U.S. President Donald Trump issued an executive order forming a presidential working group to establish a clear regulatory framework for digital assets, and leaders in both houses of the U.S. Congress have announced a bicameral working group with the objective of passing legislation to provide regulatory clarity for the industry. Committees in both houses of the U.S. Congress have held hearings to ensure fair access to financial services, including for companies operating in the digital asset space. Additionally, President Trump and members of the U.S. Congress announced that they are studying the possibility of creating a national strategic digital asset reserve to include Bitcoin, and at least twelve states have introduced legislation to create strategic Bitcoin reserves.

While these ongoing regulatory developments appear to be positive, and we anticipate greater regulatory certainty in the future, given the difficulty of predicting the outcomes of ongoing and future regulatory actions and legislative developments, it is possible that future developments could have a material adverse effect on our business, prospects, or operations.

Our business, operations, financial position and timelines, could be materially adversely affected by the continuing military action in Ukraine and the war between Israel and Hamas.

As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in Ukraine and the war between Israel and Hamas commenced in October 2023, and related economic sanctions imposed or that may in the future be imposed by certain governments, our financial position and operations may be materially and adversely affected. As our ability to continue to operate will be dependent on raising debt and equity finance, any adverse impact to those markets as a result of these conflicts, including due to increased market volatility, decreased availability in third-party financing and/or a deterioration in the terms on which it is available (if at all), could negatively impact our business, results of operations, cash flows, financial condition, and/or prospects. The extent of any potential impact is not yet determinable, however.

Risks Related to our Financial Position and Capital Needs

Our accountant has indicated doubt about our ability to continue as a going concern.

As of March 31, 2025 and December 31, 2024, the Company had $329,285 and $348,816 in cash, respectively, accumulated deficit of $120,417,280 and $115,090,347, respectively, and net cash flow used in operations of $4,628,114 and $18,089,748, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. These conditions raise doubt about the Company’s ability to continue as a going concern and accordingly our auditors have included a going concern opinion in our annual report.

In connection with certain public and private offerings (the “Financing”), the Company offered warrants as part of the Financing packages. During the year ended December 31, 2024, the Warrant Holders exercised a total of 2,996,127 warrants for shares of common stock for a total exercise price of $3,962,714 and during the year ended December 31, 2023, the Warrant Holders exercised a total of 10,266,845 warrants for shares of common stock for a total exercise price of $8,887,837. At March 31, 2024, the Company has 21,556,638 warrants outstanding at an average exercise price of $1.80. The Company expects, although there can be no assurance, that a majority of the outstanding warrants will be exercised in the near future.

The Company also holds 2,347,142 shares of SRM Entertainment, Inc. (Nasdaq: SRM) valued at $0.63 per share (as of March 31, 2025) and these shares are considered trading shares and are held as marketable securities on the balance sheet. These shares are not covered by an effective registration statement but may be sold subject to Rule 144.

At March 31, 2025, the Company had $329,285 in cash and the Company recognizes that it may need to raise additional capital in order to continue to execute its business plan in the future. There is no assurance that the Warrant Holders will exercise their warrants or additional financing will be available if needed or that the Company will be able to obtain financing on terms acceptable to it or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may be forced to substantially curtail its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or other assets.

We may seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, existing ownership interests will be diluted and the terms of such financings may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financings may be coupled with an equity component, such as warrants to purchase shares, which could also result in dilution of our existing stockholders’ ownership. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business and may result in liens being placed on our assets and intellectual property. If we were to default on such indebtedness, we could lose such assets and intellectual property.

Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment and could harm our business, financial condition, results of operations and cash flow.

Our proliferation into new markets may place a significant strain on our resources and increase demands on our executive management, personnel and systems, and our operational, administrative and financial resources may be inadequate. We may also not be able to effectively manage any expanded operations or achieve planned growth on a timely or profitable basis, particularly if the number of customers using our technology significantly increases or their demands and needs change as our business expands. If we are unable to manage expanded operations effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business and results of operations could be materially adversely affected.

Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and ability to achieve profitability.

Our effective income tax rate in the future could be adversely affected by a number of factors including changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws. We regularly assess all of these matters to determine the adequacy of our tax provision which is subject to discretion. If our assessments are incorrect, it could have an adverse effect on our business and financial condition. There can be no assurance that income tax laws and administrative policies with respect to the income tax consequences generally applicable to us or to our subsidiaries will not be changed in a manner which adversely affects our shareholders.

Risks Related to our Intellectual Property

We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.

A third party may sue us or one of our strategic collaborators for infringing its intellectual property rights. Likewise, we may need to resort to litigation to enforce licensed rights or to determine the scope and validity of third-party intellectual property rights.

The cost to us of any litigation or other proceeding relating to intellectual property rights, even if resolved in our favor, could be substantial, and the litigation would divert our efforts. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. If we do not prevail in this type of litigation, we or our strategic collaborators may be required to pay monetary damages; stop commercial activities relating to the affected products or services; obtain a license in order to continue manufacturing or marketing the affected products or services; or attempt to compete in the market with a substantially similar product.

Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue some of our operations. In addition, a court may require that we pay expenses or damages, and litigation could disrupt our commercial activities.

Any inability to protect our intellectual property rights could reduce the value of our products and brands, which could adversely affect our financial condition, results of operations and business.

Our business is partly dependent upon our trademarks, trade secrets, copyrights and other intellectual property rights. Effective intellectual property rights protection, however, may not be available under the laws of every country in which we and our sub-licensees may operate. There is a risk of certain valuable trade secrets, beyond what is described publicly in patents, being exposed to potential infringers. Regardless of our technology being protected by patents or otherwise, there is a risk that other companies may employ the technology without authorization and without recompensing us.

The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. In addition, protecting our intellectual property rights is costly and time consuming. There is a risk that we may have insufficient resources to counter adequately such infringements through negotiation or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in some countries or jurisdictions. If we are unable to successfully identify and stop unauthorized use of our intellectual property, we could lose potential revenue and experience increased operational and enforcement costs, which could adversely affect our financial condition, results of operations and business.

The intellectual property behind our products may include unpublished know-how as well as existing and pending intellectual property protection. All intellectual property protection eventually expires, and unpublished know-how is dependent on key individuals.

The commercialization of our licensed products is partially dependent upon know-how and trade secrets held by certain individuals working with and for us. Because the expertise runs deep in these few individuals, if something were to happen to any or all of them, the ability to properly manufacture our products without compromising quality and performance could be diminished greatly.

Knowledge published in the form of any future intellectual property has finite protection, as all patents and trademarks have a limited life and an expiration date. While continuous efforts will be made to apply for patents and trademarks if appropriate, there is no guarantee that additional patents or trademarks will be granted. The expiration of patents and trademarks relating to our products may hinder our ability to sub-license or sell our products for a long period of time without the development of a more complex licensing strategy.

If we are not able to adequately protect our intellectual property, then we may not be able to compete effectively, and we may not be profitable.

Our existing proprietary rights may not afford remedies and protections necessary to prevent infringement, reformulation, theft, misappropriation and other improper use of our products by competitors. We own the formulations contained in our products and we consider these product formulations to be our critical proprietary property, which must be protected from competitors. Although trade secret, trademark, copyright and patent laws generally provide a certain level of protection, and we attempt to protect ourselves through contracts with manufacturers of our products, we may not be successful in enforcing our rights. In addition, enforcement of our proprietary rights may require lengthy and expensive litigation. We have attempted to protect some of the trade names and trademarks used for our products by registering them with the U.S. Patent and Trademark Office, but we must rely on common law trademark rights to protect our unregistered trademarks. Common law trademark rights do not provide the same remedies as are granted to federally registered trademarks, and the rights of a common law trademark are limited to the geographic area in which the trademark is actually used. Our inability to protect our intellectual property could have a material adverse impact on our ability to compete and could make it difficult for us to achieve a profit.

Risks Related to Our Securities and Other Risks

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stockless attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”

We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements is time-consuming and results in increased costs to us and could have a negative effect on our results of operations, financial condition or business. As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources.

The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our results of operations, financial condition or business.

As an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain temporary exemptions from various reporting requirements including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We may also delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, as permitted by the JOBS Act.

~~We have broad discretion in the use of the net proceeds from any offerings and may not use them effectively.~~16

Our management will have broad discretion in the application of the net proceeds from any offerings and may spend or invest these proceeds in a way with which our stockholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from any offering in a manner that does not produce income or that loses value.

Our management has limited experience in managing the day-to-day operations of a public company and, as a result, we may incur additional expenses associated with the management of our Company.

We only became a public company in October 2020. The management team is responsible for the operations and reporting of the Company. The requirements of operating as a public company are many and sometimes difficult to navigate. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. If we lack cash resources to cover these costs of being a public company in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cashflow and financial condition after we commence operations.

Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new regulations from the SEC, have created uncertainty for public companies such as ours. These laws, regulations, and standards are subject to varying interpretations in many cases, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations, and standards have resulted in, and are likely to continue to result in, increased expense and significant management time and attention.

Certain of our stockholders hold a significant percentage of our outstanding voting securities, which could reduce the ability of minority stockholders to effect certain corporate actions.

At ~~March~~November 2520, 2025, our officers and directors ~~are~~beneficially ~~the~~own ~~beneficial owners of~~ approximately 1441.76% voting power of our issued and outstanding ~~voting~~ voting securities. As a result, they possess significant influence over our elections and votes. As a result, their ownership and control ~~may~~ may have the effect of facilitating and expediting a future change in control, merger, consolidation, takeover or other business combination, or encouraging a potential acquirer to make a tender offer. Their ownership and control may also have the effect of delaying, impeding, or preventing a future change in control, merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from making a tender offer.

If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. ~~Once~~If ~~our common stock is quoted, if~~ one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends on our common stock in the foreseeable future.

Our ~~Second~~Third Amended and Restated Certificate of Incorporation contains an exclusive forum provision for certain claims, which could limit ~~our~~ our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our ~~Second~~Third Amended and Restated Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, New York shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the Company to the Company or the Company’s shareholders or (c) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. This provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims. This provision does not apply to actions arising under the Exchange Act or Securities Act.

Our issuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your investment.

Issuances of a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may cause prevailing market prices for our common stock to decline. In addition, our board of directors is authorized to issue additional series of shares of preferred stock without any action on the part of our stockholders. Our board of directors also has the power, without stockholder approval, to set the terms of any such series of shares of preferred stock that may be issued, including voting rights, conversion rights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue cumulative preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the market price of our common stock could decrease.

Anti-takeover provisions in the Company’s charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.

The Company’s certificate of incorporation and bylaws contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. Furthermore, the Board of Directors has the ability to increase the size of the Board and fill newly created vacancies without stockholder approval. These provisions could limit the price that investors might be willing to pay in the future for shares of the Company’s common stock.

Our common stock may become subject to the SEC’s penny stock rules and accordingly, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.

The SEC has adopted regulations, which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore would be a “penny stock” according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

	●	Make a special written suitability determination for the purchaser;
	●	Receive the purchaser’s prior written agreement to the transaction;
	●	Provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and
	●	Obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.

Although our common stock is not currently subject to these rules, if it were to become subject to such rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and you may find it more difficult to sell your securities.

USE OF PROCEEDS

All shares of our common stock offered by this prospectus are being registered for the account of the Selling Stockholders and we will not receive any proceeds from the sale of shares of our common stock by the Selling Stockholders. However, we will receive proceeds from the exercise of the Bigger Warrants. Unless otherwise specified in the applicable prospectus supplement, we intend to use these proceeds, if any, for general working capital purposes.

DETERMINATION OF OFFERING PRICE

We cannot currently determine the price or prices at which shares of Common Stock may be sold by the Selling Stockholders under this prospectus.

DIVIDEND POLICY

We have not declared or paid any dividends on our capital stock to date. We anticipate that we will retain all of our future earnings, if if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. ~~Any~~ Any future determination related to our dividend policy will be made at the discretion of our Board after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of ~~Nevada~~Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the Board deems relevant.

MARKET INFORMATION

Our ~~Common~~common ~~Stock~~stock ~~and~~is ~~warrants are~~ currently listed on Nasdaq under the ~~symbols~~symbol “~~SHOT~~BNKK” ~~and “SHOTW”, respectively~~. As of ~~May~~November 1920, 2025, there were 421,313 holders of record of our ~~Common~~common ~~Stock and no holders of record of the warrants~~stock. The actual number of stockholders of our ~~Common~~common ~~Stock~~stock ~~and the actual number of holders of the warrants~~ is greater than the number of record holders and includes holders of our ~~Common~~common ~~Stock~~stock ~~or our warrants~~ whose shares of ~~Common~~common ~~Stock~~stock ~~or our warrants~~ are held in street name by brokers and other nominees.

~~UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS~~19

The following Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2024, and the summary Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2024 presents the combination of (a) the financial information of the Company and Yerbaé Brands Corp. and b) related pro forma adjustments described in the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information. The Pro Forma financial information has been prepared in accordance with Article 11 of Regulation S-X.

The Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2024 combines the historical balance sheet of the Company and Yerbaé Brands Corp. on a pro forma basis as if the Arrangement had been consummated on December 31, 2024. The Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2024 combines the historical statements of operations of the Company and Yerbaé Brands Corp. for such period on a pro forma basis as if the transaction, summarized below, had been consummated on January 1, 2024, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the historical financial statements of each of the Company and Yerbaé Brands Corp. and the notes thereto included in this filing.

The Arrangement

On January 7, 2025, the Company entered into a definitive Arrangement Agreement with Yerbaé, pursuant to which, among other things, the Company will acquire all of the issued and outstanding common shares of Yerbaé (the “Arrangement”). The Arrangement will be implemented by way of a plan of arrangement (the “Plan of Arrangement”) in accordance with the Business Corporations Act (British Columbia) and is subject to approval by the Supreme Court of British Columbia (the “Court”), the stockholders of the Company and the shareholders of Yerbaé, among other customary closing conditions for a transaction of this nature and size.

Consideration

Representations and Warranties; Covenants

Closing Conditions

Additionally, the obligation of the Company to consummate the Arrangement is subject to the satisfaction or waiver of the following conditions, among others: (i) that there will not have occurred during the Interim Period any material adverse effect with respect to Yerbaé; (ii) that the Company shall have received Support Agreements (as defined below) from certain shareholders of Yerbaé representing not less than 40.1% of the issued and outstanding common shares of Yerbaé (collectively, the “Supporting Yerbaé Shareholders”) no later than 30 days following the date of the Arrangement Agreement (and such shareholders shall not have breached their obligations or covenants thereunder in any material respect as of the Effective Time); and (iii) that the Yerbaé shareholders shall have not validly exercised and not withdrawn dissent rights with respect to more than 5% of the common shares of Yerbaé then outstanding.

The Arrangement Agreement is filed herein as Exhibit 10.36.

Safety Shot, Inc. and Yerbae Brands Corp.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2024

	As of December 31, 2024						Transaction				As of December 31, 2024
	Safety Shot, Inc. (Historical)			Yerbae Brands Corp. (Historical)			Accounting Adjustments				Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	348,816		$	124,214		$	(124,214	)	A	$	348,816
Accounts receivable		283,561			364,886							648,447
Marketable securities		54,720			-							54,720
Inventory		233,510			676,020							909,530
Prepaid expenses		920,189			452,903							1,373,092
Investment in SRM & Affiliates		3,000			-							3,000
Investment in Yerbae Brands		225,000										225,000
Notes Receivable		511,557			-							511,557
Other current assets		-			150,000							150,000
Total current assets		2,580,353			1,768,023			(124,214	)			4,224,162
Non-current assets:
Right of Use assets		299,722			119,445							419,167
Goodwill		-			-			18,055,150		B		18,055,150
Intangible assets, net of amortization		4,364,321			-			2,728,000		C		7,092,321
Fixed assets, net of depreciation		94,007			26,470							120,477
Total non-current assets		4,758,050			145,915			20,783,150				25,687,115
TOTAL ASSETS	$	7,338,403		$	1,913,938		$	20,658,936			$	29,911,277
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Accounts payable	$	2,218,810		$	2,377,758						$	4,596,568
Convertible note payable		5,250,000			-							5,250,000
Current portion of lease liability		212,964			131,563							344,527
Accrued liabilities		1,667,605			1,076,832			500,000		D		3,244,437
Covid-19 SBA Loan		47,928			-							47,928
Notes payable, current portion		-			3,989,533							3,989,533
Notes payable, related party		-			337,667							337,667
Advances		-			225,000							225,000
Total current liabilities		9,397,307			8,138,353			500,000				18,035,660
Non-current liabilities:
Long term portion of lease liability		114,148			23,544			-				137,692
Notes payable, non-current portion		-			10,977							10,977
Total non-current liabilities		114,148			34,521			-				148,669
Total liabilities		9,511,455			8,172,874			500,000				18,184,329
COMMITMENTS AND CONTINGENCIES
Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 100,000 shares authorized, of which none are issued and outstanding		-			-			-				-
Common stock, $0.001 par value, 250,000,000 shares authorized, of which 62,640,314 shares were issued and outstanding as of December 31, 2024		62,640			-			20,000		E		82,640
Preferred shares - 100,000,000 authorized, zero issued and outstanding as of December 31, 2024		-			-							-
Common shares - without par value, 63,085,228 shares issued and outstanding at December 31, 2024		-			-							-
Additional paid-in capital		110,856,719			38,847,388			14,380,000		E		125,236,719
								(38,847,388	)	F
Common stock payable		1,997,936			-							1,997,936
Accumlated deficit		(115,090,347	)		(45,106,324	)		45,106,324		F		(115,590,347	)
								(500,000	)	D
Total stockholders’ equity (deficit)		(2,173,052	)		(6,258,936	)		20,158,936				11,726,948
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	7,338,403		$	1,913,938		$	20,658,936			$	29,911,277
Check		-			-			-				-

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2024 are as follows:

(A) Reflects the removal of Yerbae’s cash and cash that will not be acquired as part of the transaction. (B) Represents goodwill recognized as as part of the transaction. (C) Represents the fair value of intangible asset recognized as part of the transaction. (D) Represents estimated transaction costs incurred related to the transactions subsequent to December 31, 2024. The transactions costs have been expensed in accordance with ASC 805. (E) Represents increase to equity based on the 20 million shares to be issued by the acquirer. (F) Represents reversal of Yerbae’s additional-paid-in-capital and accumulated deficit balance due to the acquisition.

Safety Shot Inc. and Yerbae Brands Corp.

Unaudited Pro Forma Condensed Combined Detailed Adjusted Statement of Operations

Year Ended December 31, 2024

	Year Ended December 31, 2024						Transaction				Year Ended December 31, 2024
	Safety Shot, Inc. (Historical)			Yerbae Brands Corp. (Historical)			Accounting Adjustments				Pro Forma Combined
Sales	$	701,967		$	5,905,541						$	6,607,508
Cost of sales		3,147,724			2,891,334			-				6,039,058
Gross profit		(2,445,757	)		3,014,207			-				568,450
Operating expenses:
General and administrative		39,611,915			11,058,479							50,670,394
Amortization								403,160		AA
Sales and marketing		-			1,239,443							1,239,443
Total operating costs and expenses		39,611,915			12,297,922			403,160				51,909,837
												-
Income (loss) from operations		(42,057,672	)		(9,283,715	)		(403,160	)			(51,744,547	)
Other income (expense):
Interest income		57,602			-							57,602
Interest expense		(175,927	)		(1,334,972	)						(1,510,899	)
Other income / (expense)		(5,373,426	)									(5,373,426	)
Unrecognized loss on equity investment		(862,407	)		-							(862,407	)
Total other income (expense)		(6,354,158	)		(1,334,972	)		-				(7,689,130	)
Net loss from continuing operations		(48,411,830	)		(10,618,687	)		(403,160	)			(59,433,677	)
Historical and pro forma shares outstanding		54,441,190										74,441,190
Historical and pro forma net loss per share based on continuting operations:
Basic and diluted	$	(0.91	)								$	(0.80	)

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 are as follows:

(AA) Represents amortization of intantible assets stemming from tradenames-trade secrets and non-compete agreements. The non-compete agreements were fully amortized during the proforma period ending December 31, 2023.

BUSINESS

Safety Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023, the Company successfully completed the asset purchase of the Safety Shot Dietary Supplement from GBB Drink Lab, Inc. (“GBB”), thereby gaining ownership of various assets, including the intellectual property, trade secrets, and trademarks associated with its dietary supplement (the “Safety Shot Dietary Supplement”). Concurrently with the asset purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched its e-commerce sale of the Safety Shot Dietary Supplement in December 2023. On October 9, 2024, the Company renamed the Safety Shot Dietary Supplement as the “Sure Shot Dietary Supplement”.

The Sure Shot Dietary Supplement has been formulated to reduce the accumulation of blood alcohol. Noteworthy is the fact that the Sure Shot Dietary Supplement comprises 28 active ingredients, all falling under the Generally Regarded As Safe (GRAS) category. Under sections 201(s) and 409 of the Federal Food, Drug, and Cosmetic Act (the Act), any substance that is intentionally added to food is a dietary supplement, that is subject to premarket review and approval by the FDA, unless the substance is generally recognized, among qualified experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excepted from the definition of a dietary supplement.

It’s crucial to note that the Sure Shot Dietary Supplement is currently manufactured in a facility adhering to Good Manufacturing Practices (GMP), ensuring the highest standards of quality and safety throughout its production process. The Company currently maintains a workforce comprising eight full-time employees of its own.

Specializing in Consumer Packaged Goods, our focus centers on the commercialization of a 4-ounce product positioned as a dietary supplement. Beyond our existing product, we are actively pursuing a future product line, including a convenient powdered stick pack version of the Sure Shot Dietary Supplement.

The Company has discontinued the historical product lines of Jupiter Wellness which included a diverse range of products, such as hair loss treatments, vitiligo solutions, and sexual wellness products, that catered to different health and wellness needs and our commitment to supporting health and wellness by developing innovative solutions to a range of conditions. In connection therewith, on September 24, 2024 the Company entered into a Separation and Exchange Agreement with its subsidiary Caring Brands, Inc. whereby Caring Brands will seek to commercialize this product line. Caring Brands will be responsible for all costs associated with the operation of that line of business. The Company will focus its efforts on the commercialization of the Sure Shot Dietary Supplement. The Company will retain ownership of 3,000,000 shares of Caring Brands, Inc.

The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“SRM”) to govern the separation of SRM and the Company. On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM and the Company. The separation as set forth in the Amended and Restated Exchange Agreement with the Company closed August 14, 2023. Pursuant to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing 79.3% of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”). On August 14, 2023, SRM consummated its initial public offering, pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share. In connection with the Share Exchange and SRM’s initial public offering, the Company distributed 2,000,000 shares of SRM’s common stock to the Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective date of the Registration Statement but prior to the closing of the initial public offering. Following such distribution, the Company owns 4.0 million of the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company.

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

The Sure Shot Dietary Supplement is currently sold through e-commerce and in stores such as BevMo!. In addition, we are seeking to collaborate with other companies to license our intellectual property, to create additional revenue streams and expand our global presence. At present, we do not experience concentration risk or dependence on major customers.

We maintain a diverse network of raw material suppliers integral to our production processes. Acquisition strategies encompass both direct procurement and collaborative efforts with our co-packers. The selection of suppliers is contingent upon various factors, including ingredient specificity, availability, and other essential considerations. Notably, these suppliers coincide with those currently providing materials to other facilities engaged in the manufacturing of drinks, powders, tablets, and capsules. Our roster of suppliers comprises reputable entities such as Jiaherb, Compound Solutions, Kyowa-Hakko, Mitsubishi Ingredients, Nura, Sensapure Flavors, Brenntag, E3 Ingredients, Ingredients Online, among others. This strategic alliance with established industry players underscores our commitment to sourcing high-quality raw materials essential for the production of our innovative product line. Furthermore, our approach to supplier relationships reflects a dedication to maintaining a seamless and reliable supply chain. We believe that this not only ensures the consistency of our current offerings but also positions us favorably for future developments. The Management believes that as we continue to expand our product portfolio, we believe that these partnerships with trusted suppliers play a pivotal role in upholding the standards that we expect of our brand.

Products Roadmap

The Sure Shot Dietary Supplement was launched on our own website and through Amazon in December 2023 and with several Big Box stores. The Company is advancing several product formats and formulations to continue to offer a wide array of products that can be purchased at various locations that coincide with consumer shopping habits. In particular, the Company plans to continue to develop new flavors for each of its current SKUs (4 oz. and “Stick Pack”. In addition, the current formula will be offered at various dosages and the Company plans to conduct additional research studies as follows: assessing varying dosages of the Sure Shot Dietary Supplement against body weight, gender and age, examining several current and proposed ingredients with respect to their specific role in reducing BAC and how they affect the enzymatic activity associated with the metabolism of alcohol, and finally, examining additional markers with respect to improving post-alcohol consumption symptoms and feelings.

The Company will continue to sponsor the studies and intends to work with the Center for Applied Health Sciences (“CAHS”) in Canfield, OH. The participants will be selected based upon the parameters of the individual studies and the Company will follow the same protocols employed in the clinical trials at the CAHS described in more detail below in “Research and Development.”

Research and Development

Our research and development team in continually looking to develop new therapeutic products, while continually improving and enhancing our existing products and product candidates to address customer demands and emerging trends.

We have conducted extensive informal research and experimentation involving a substantial number of volunteers under the influence of alcohol. Our findings indicate that the Sure Shot Dietary Supplement can reduce a person’s Blood Alcohol Content, as measured by the premier Breathalyzer on the market. We have recently completed our clinical trials of the Sure Shot Dietary Supplement which have shown a statistically significant reduction in the Blood Alcohol Content (“BAC”) of the participants. The observable enhancements in cognitive abilities among the test subjects have been carefully documented.

The clinical trials took place from January 29, 2024, through June 10, 2024, at the CAHS located at 6570 Seville Drive, Canfield, OH 44406. The clinical trials were sponsored and paid for by the Company and consisted of 36 participants with a mean age of 36.3 years that were selected through advertising of the study. The Company did not inquire about the participants typical level of alcohol consumption but each participant had to qualify based upon a complete medical history questionnaire, release from physicians and submitting to a standard bloodwork panel. Each participant consumed exactly 100 mL of alcohol and the BAC of the participants ranged from 0.047 % to 0.068 %. The participants were not employees of the Company nor affiliated with the Company in any way. The clinical trials were a double-blind, randomized, placebo-controlled study that found that within 30 minutes of the consumption of the Sure Shot Dietary Supplement, the monitored participants saw a statistically significant drop of p=.002 in BAC and continued to see measurable drops in successive 30-minute increments. The results were measured by using a DOT-approved BACtrack S80 Breathalyzer on the participants to determine their BAC after ingesting several alcoholic beverages, followed by drinking 12 ounces of the Sure Shot Dietary Supplement and then measuring the participants’ BAC 30 minutes later. In addition, cognitive responses were measured using the Visual Analogue Scale (“VAS”) and physical function assessed at the same intervals as the blood draws and breathalyzer assessments to correlate to function. The VAS consisted of a 10 cm, straight line with end points that measured from low-to-high for a number of physical feelings and sensations. The participants were asked to mark a point on the line that corresponded with their experience. The distance from the end to the point marked by the participant was then measured in millimeters to quantify their level of sensation. On each visit, participants were asked to perform the VAS tests and the VAS assessed subjective ratings for head discomfort (headache), nausea, fatigue, energy, tiredness, thirst and ability to concentrate. The Company also conducted further physical assessment by monitoring biometric measurements such as blood pressure and heart rate at various intervals. The key assumptions in the study were that the participants would demonstrate a marked decrease in BAC following the consumption of the Sure Shot Dietary Supplement versus that of the placebo. In addition, the study assumed that the participants would feel better and demonstrate marked improvement in cognitive skills and physical function following the consumption of the Sure Shot Dietary Supplement versus that of the placebo. The Company had previously observed in our numerous, pre-clinical tests that participants who consumed significant amounts of alcohol (more than two drinks) experienced marked and rapid reductions in their BAC when measured by BACTrack S80 breathalyzers after consumption of the Sure Shot Dietary Supplement. In addition, the Company observed in the pre-clinical tests that the participants showed significant improvement in motor function and reduction in slurred speech and other markers commonly associated with alcohol consumption. These findings led the Company to continue to develop the Sure Shot Dietary Supplement and commission a clinical study to prove our hypothesis. There were five adverse events amongst the participants in the study. Four of the adverse events were associated with the Sure Shot Dietary Supplement (three felt nauseous and one developed a rash) and none of the adverse events were serious. The final adverse event was associated with congestion of the placebo.

Since approximately 2010, the Company has performed 100s of pre-clinical tests in an effort to develop and perfect the Sure Shot Dietary Supplement. These informal, pre-clinical tests included friends, family and other volunteers who consumed alcohol at varying levels and then were tested prior to the consumption of the Sure Shot Dietary Supplement. The pre-clinical tests were neither peer reviewed nor were the subjects screened prior to their participation. In addition, the VAS was not used nor were there any placebos or other control measures taken in the pre-clinical tests and as such these tests are considered informal and non-clinical. The participants’ BAC was measured by using the BacTrack S80 after the consumption of various amounts of alcohol and prior to the consumption of the Sure Shot Dietary Supplement and then at 30 minutes, 45 minutes and one-hour intervals after consumption of the Sure Shot Dietary Supplement so we could assess the efficacy of the Company’s R&D efforts at that point in time. The Company also observed motor function skills such as walking, balancing and speech at the same intervals following the consumption of 12 ounces of the Sure Shot Dietary Supplement. The Company defined and noted the significant improvement in each area by observing participants’ walk and whether a participant’s gait was unsteady, or whether their balance was off while standing and whether their speech was clear or slurred. The Company incurred research and development expenses of $271,719 and $100,591 for the years ended December 31, 2024 and 2023, respectively.

Sales and Marketing

We primarily sell our products through e-commerce websites including Amazon and through retail Big Box stores. To drive loyalty, word-of-mouth marketing, and sustainable growth, we invest in customer experience and customer relationship management. Our marketing investments are directed towards driving profitable growth through advertising, public relations, and brand promotion activities, including digital platforms, sponsorships, collaborations, brand activations, and channel marketing. Additionally, we continue to invest in our marketing and brand development efforts by investing capital expenditures on product displays to support our channel marketing via our retail partners. We launched the Sure Shot Dietary Supplement in stores such as BevMo! in the second quarter of 2024.

Manufacturing, Logistics and Fulfillment

We outsource the manufacturing of our products to contract manufacturers, who produce them according to our formulation specifications. Our products are manufactured by contract manufacturers in India and the US. The majority of our products will then be shipped to third-party warehouses and to our corporate offices, which can either transport them to our distributors, retailers, or directly to our customers. Our third-party warehouses are located in the US. We use a limited number of logistics providers to deliver our products to both distributors and retailers, which allows us to lessen order fulfillment time, cut shipping costs, and improve inventory flexibility.

Our Competitive Strengths

We are committed to driving continuous improvement through innovation. Since our inception, we have made significant investments in research and development and have acquired a substantial portfolio of intellectual property, which continues to grow each year. Our commitment to innovation has allowed us to create unique products that address unmet needs in the market, all backed by rigorous clinical research. We believe that our focus on research and development is designed to enable us to stay ahead of the curve and provide our customers with products that are not only effective but also innovative. We take pride in our patent portfolio and the continuous growth we have achieved, as we believe that it showcases our dedication to creating new and unique solutions for our customers. By staying committed to innovation, we are confident in our ability to meet the ever-changing needs of the health and wellness market. We believe that the Sure Shot Dietary Supplement stands as a unique product in the liquid dietary supplement market. Nevertheless, our competitive landscape includes many companies involved in the production of health and welfare products, including beverages.

Recent Developments

Exchange Agreement with Core 4 Capital Corp.

On May 2, 2025, the Company entered into an Exchange Agreement with Core 4 dated May 2, 2025 (the “Core 4 Exchange Agreement”). Pursuant to the Core 4 Exchange Agreement, Core 4 Capital Corp. (“Core 4”) and the Company agreed to the following: (i) to exchange 7,700,014 shares of the Common Stock currently owned by Core 4 for an aggregate of 46,765 shares of the Company’s Series A-1 Preferred Stock, par value $0.001 (the “Series A-1 Preferred Stock”); (ii) to exchange 2,865,169 warrants to purchase one share of Common Stock at an exercise price of $0.89 per warrant for 17,401 shares of Series A-2 Preferred Stock, par value $0.001 (the Series A-2 Preferred Stock”), (iii) to exchange 4,000,000 warrants to purchase one share of Common Stock at an exercise price of $0.41 per share for 20,650 shares of Series A-3 Preferred Stock, par value $0.001 (the “Series A-3 Preferred Stock”); and (iv) to exchange 2,500,000 restricted stock units, granted pursuant to that certain Advisory Agreement between the Company and Core 4 dated April 4, 2025, for 15,184 shares of Series A-1 Preferred Stock.

The Core 4 Exchange Agreement is filed herein as Exhibit 10.56.

Settlement Agreement with Bigger Capital

On January 20, 2025, the Company entered into the Bigger Settlement Agreement. In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024. Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following: (i) pay Bigger Capital $375,000; (ii) issue the Secured Convertible Bigger Note in the principal amount of $1.75 million maturing on December 31, 2026; (iii) the Convertible Bigger Note in the principal amount of $3.5 million maturing June 30, 2025; and (iv) 5,332,889 shares of common stock issuable upon the exercise of the Bigger Warrants, at an exercise price of $0.4348 per share. A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement. The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6.

The Secured Convertible Bigger Note

“Stockholder Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the stockholders of the Company with respect to the transactions contemplated under the Secured Convertible Bigger Note and the other Transaction Documents (as defined in the Secured Convertible Bigger Note), including, without limitation, the issuance of all of the shares of common stock issuable thereunder, including in an amount that would, when aggregated with (i) the number of shares issued upon any prior conversions of the Convertible Bigger Note, and (ii) the number of shares issued upon any prior exercises of the Bigger Warrant, exceed 19.99% of the issued and outstanding Common Stock on January 20, 2025, at a price less than the market value of the Company’s common stock on January 20, 2025.

The Convertible Bigger Note

Upon the maturity date of the Convertible Bigger Note, at the Company’s discretion, the Company will have the option to either (i) repay the Convertible Bigger Note in full including any accrued interest, (ii) issue a $2,000,000 SAFE Note, or (iii) the Replacement Bigger Note, a $4.5 million convertible note bearing a 9% interest rate, maturing on December 31, 2027. The form of the Replacement Bigger Note is filed herein as Exhibit 4.8.

“Convertible Bigger Note Conversion Price” means $0.5435 per share, subject to adjustment as provided under the Convertible Bigger Note.

The Bigger Warrants

Pursuant to the Bigger Settlement Agreement, the Company agreed to exchange the 1,650,050 warrants held by Bigger Capital for a total of 5,332,889 warrants exercisable for $0.43 (the latter warrants, the “Bigger Warrants”). The Bigger Warrants contain customary adjustment provisions and representation and warranties. The Bigger Warrants are exercisable for a five year period following their issuance date. The Bigger Warrants are filed herein as Exhibit 4.7.

Registration Rights

Pursuant to the Bigger Settlement Agreement, the Company shall promptly file a registration statement for shares of the Company’s Common Stock equal to 150% of the shares initially issuable upon exercise of the Bigger Notes (the “Registrable Bigger Securities”), which filing shall be no later than ten (10) business days after the execution of the Settlement Agreement. The Company shall diligently take all steps necessary for the registration statement to become effective as soon as practicable and shall thereafter maintain the registration statement until the Registrable Bigger Securities are sold. Upon receiving notification from the SEC that either the registration statement relating to the Registrable Bigger Securities have received a “no review” from the SEC or that the SEC has no additional comments to the registration statement, the Company will take all action necessary to ensure that the registration statement has been declared effective within two business days of either such notification.

Amendment to the Bigger Settlement Agreement

On April 1, 2025, the Company entered into the Amendment to the Bigger Settlement Agreement, effective as of January 20, 2025, which provided for the following:

A copy of the Amendment to the Bigger Settlement Agreement is filed herein as Exhibit 10.51.

Settlement Agreement with Intracoastal Capital, LLC

On January 14, 2025, the Company entered into the Intracoastal Settlement Agreement with Intracoastal Capital. In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 655967/2023. Pursuant to the Intracoastal Settlement Agreement, the Company agreed to issue to Intracoastal Capital the following: (i) the Intracoastal Settlement Shares and (ii) a settlement payment of $175,000. The number of Intracoastal Settlement Shares shall be the greater of the Initial Share Amount (as defined below) or the Adjusted Share Amount (as defined below).

The Intracoastal Settlement Agreement is filed herein as Exhibit 10.33.

Consulting Agreement with Blue Capital S.A., LLC

On January 18, 2025, the Company entered into a Consulting Agreement (“Blue Capital Consulting Agreement”) with Blue Capital S.A., LLC., a United Arab Emirates limited company (“Blue Capital”) pursuant to which Blue Capital shall provide the Company with services as stated therein, for a period of five (5) year term commencing on February 1, 2025. The Company shall issue to Blue Capital 4,545,454 options to purchase shares of the Company’s common stock, par value $0.001 (the “Common Stock”) at $0.44 per shares (the “Blue Capital Options”). The Blue Capital Options shall vest in equal quarterly installments such that 2,272,727 Options shall vest on August 1, 2025, and 2,272,727 Blue Capital Options shall vest on February 1, 2026. The Consulting Agreement with Blue Capital is filed as Exhibit 10.34.

PIPE Investment

Notice of Nasdaq Listing Deficiency

On January 2, 2025, the Company received a notice from Nasdaq that the closing bid price for our common stock had been below $1.00 per share for the previous 30 consecutive days, and that we are therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). Nasdaq’s notice has no immediate effect on the listing or trading of our common stock on the Nasdaq Capital Market.

Arrangement Agreement with Yerbae Brands Corp.

Consideration

Representations and Warranties; Covenants

Closing Conditions

The respective obligations of each party to consummate the Arrangement are subject to the satisfaction or waiver of certain customary mutual closing conditions, including (i) the issuance of the interim and final orders by the Court with respect to the Arrangement; (ii) the adoption by the requisite Yerbaé shareholders of a resolution approving the Arrangement (the “Yerbaé Shareholder Approval”); (iii) the approval by the requisite Company stockholders of the issuance of the Consideration Shares and an amended and restated equity incentive plan reserving a number of shares of Company common stock equal to no less than 10% of the fully diluted shares of Company common stock issued and outstanding immediately following the Effective Time (the “Company Stockholder Approval”); (iv) the absence of any law or order prohibiting, rendering illegal or permanently enjoining the consummation of the Arrangement; (v) the obtainment of any regulatory approvals required in connection with the Plan of Arrangement, except for such approvals the failure of which to obtain would not reasonably be expected to have a material adverse effect on the parties or would not materially impede or delay the completion of the Arrangement; (vi) the approval by the TSX Venture Exchange; (vii) the approval of the listing of the Consideration Shares by Nasdaq; (viii) the exemption of the issuance of the Consideration Shares from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(10) thereof; (ix) that the representations of the other party in the Arrangement Agreement are true and correct as of the date of the Arrangement Agreement and the Effective Time (subject to certain materiality qualifiers) and (x) that the other party will have complied in all material respects with its covenants in the Arrangement Agreement.

Additionally, the obligation of the Company to consummate the Arrangement is subject to the satisfaction or waiver of the following conditions, among others: (i) that there will not have occurred during the Interim Period any material adverse effect with respect to Yerbaé; (ii) that the Company shall have received Support Agreements (as defined below) from certain shareholders of Yerbaé representing not less than 40.1% of the issued and outstanding common shares of Yerbaé (collectively, the “Supporting Yerbaé Shareholders”) no later than 30 days following the date of the Arrangement Agreement (and such shareholders shall not have breached their obligations or covenants thereunder in any material respect as of the Effective Time); and (iii) that the Yerbaé shareholders shall have not validly exercised and not withdrawn dissent rights with respect to more than 5% of the common shares of Yerbaé then outstanding.

The Arrangement Agreement is filed herein as Exhibit 10.36.

Equity Disbursement Agreement with Maxim Group LLC

The Sales Agreement is filed as Exhibit 10.37.

Separation and Exchange Agreement with Caring Brands, Inc.

The Separation Agreement is filed herein as Exhibit 10.38.

Consulting Agreement with Core 4 Capital Corp.

Other shareholders of Core 4 are also members of Jordan Schur, the Company’s President’s, immediate family (but not dependents).

The Core 4 Consulting Agreement is filed as Exhibit 10.39.

Core 4 Capital Corp. Stock Purchases

On August 30, 2024, the Company entered into a Securities Purchase Agreement with Core 4 for the purchase of (i) 3,370,787 shares of the Company’s common stock at a price of $0.89 per share which was the closing price on August 29, 2024; and (ii) 3,370,787 warrants to purchase shares of common stock at a price of $0.125 per warrant. These warrants are exercisable for a period of five years from the date of issuance and have an exercise price of $0.89. Other shareholders of the Investor are also members of Jordan Schur’s immediate family (but not dependents). The Company did not pay any commissions in connection with this offering and expects net proceeds of approximately $3,421,348 from the offering. This Securities Purchase Agreement is filed as Exhibit 10.40. The form of these warrants is filed as Exhibit 10.41.

Management Employment Agreements

John Gulyas Employment Agreement

The Gulyas Agreement is filed herein as Exhibit 10.44.

On March 11, 2025, the Company entered into the Amended Gulyas Agreement, which amended and replaced Section 5(b) in its entirety such that: the Company shall remit 1,000,000 shares of restricted common stock to Mr. Gulyas as compensation for work performed in 2025 and 2026. Further, these restricted common stock will begin vesting on April 1, 2025, in quarterly increments over the following years as follows: (i) 250,000 shares will vest on July 1, 2025; (ii) 250,000 shares will vest on October 1, 2025; (iii) 250,000 shares will vest on January 1, 2026; and (iv) 250,000 shares will vest on April 1, 2026. The change in the Amended Gulyas Agreement only changed the shares from becoming immediately vestable.

Jordon Schur Employment Agreement

On March 11, 2025, the Company entered into the Amended Schur Agreement, which amended and replaced Section 5(b) in its entirety such that: the Company shall remit 1,000,000 shares of restricted common stock to Mr. Schur as compensation for work performed in 2025 and 2026. Further, these restricted common stock will begin vesting on April 1, 2025, in quarterly increments over the following years as follows: (i) 250,000 shares will vest on July 1, 2025; (ii) 250,000 shares will vest on October 1, 2025; (iii) 250,000 shares will vest on January 1, 2026; and (iv) 250,000 shares will vest on April 1, 2026. The change in the Amended Schur Agreement only changed the shares from becoming immediately vestable.

Jarrett Boon Employment Agreement

On December 16, 2024, the Company entered into an employment agreement with Jarrett Boon (the “Boon Agreement”), pursuant to which Mr. Boon will serve as the Company’s Chief Executive Officer. The Agreement provides for (A) a $300,000 annual base salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 1,000,000 shares of Company’s common stock fully vested as of the date therein, (C) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025, (D) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits.

The Boon Agreement is filed as Exhibit 10.46.

On March 11, 2025, the Company entered into the Amended Boon Agreement, which amended and replaced Section 5(b) in its entirety such that: the Company shall remit 1,000,000 shares of restricted common stock to Mr. Boon as compensation for work performed in 2025 and 2026. Further, these restricted common stock will begin vesting on April 1, 2025, in quarterly increments over the following years as follows: (i) 250,000 shares will vest on July 1, 2025; (ii) 250,000 shares will vest on October 1, 2025; (iii) 250,000 shares will vest on January 1, 2026; and (iv) 250,000 shares will vest on April 1, 2026. The change in the Amended Boon Agreement only changed the shares from becoming immediately vestable.

Danielle De Rosa Employment Agreement

The De Rosa Employment Agreement is filed as Exhibit 10.47.

January 2023 Pipe Investment

On January 19, 2023, the Company entered into a Securities Purchase Agreement with certain purchasers, for the issuance of 8,631,574 common stock warrants at a price of $0.125 per warrant, comprised of two common stock warrants (the “Common Warrants”), each to purchase up to one share of Common Stock per Common Warrant with an exercise price of $1.00 per share , with (a) 4,315,787 Common Warrants being immediately exercisable for three years following 6 months from the closing of the PIPE Offering, and (b) 4,315,787 Common Warrants being immediately exercisable for five years following 6 months from the closing of the PIPE Offering. Concurrently to the PIPE Agreement, the Company entered into a Securities Purchase Agreement (the “RD Agreement”) with certain purchasers, pursuant to which on January 23, 2023, 4,315,787 shares of common stock, par value $0.001 (the “Common Stock”), at a price of $0.70 per share were issued to the purchasers (the “RD Offering”). The Common Stock was issued pursuant to a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 28, 2022 (File No. 333-267644) and declared effective on November 9,2022. The aggregate gross proceeds to the Company from both the PIPE Offering and the RD Offering were approximately $4.1 million, with the purchase price of one share, one 3-year warrant and one 5-year warrant as $0.95. The net proceeds were $3,450,675.

Asset Purchase

On July 10, 2023, the Company entered into an asset purchase agreement with GBB Labs, Inc., a Delaware corporation set up as an acquisition company (“GBB Labs”), GBB Drink Lab Inc., a Florida corporation (“GBB Drink”), 2V Consulting LLC, a Florida limited liability company, the Jarrett A Boon Revocable Trust Dated October 22, 2014, Gregory D. Blackman, an individual and Brothers Investment 7777, LLC. Pursuant to this asset purchase agreement, GBB Labs purchased certain assets relating to the Safety Shot Dietary Supplement for a consideration comprising of: (a) the sum of Two Hundred Thousand U.S. Dollars (US $200,000) (the “Cash Purchase Price”); and (b) 5,000,000 Common Shares (the “Consideration Shares” and together with the Cash Purchase Price, collectively, the “Purchase Price”). The asset purchase was closed on August 31, 2023.

Intellectual Property

Government Regulation

The Sure Shot Dietary Supplement

Employees

As of this prospectus, we had eight full-time employees. We believe our relations with our employees to be good.

Properties

MANAGEMENT

Our directors and executive officers and their respective ages as of the date of this prospectus are as follows:

Name	Age	Position(s)
John Gulyas	50	Chairman and Director
Danielle De Rosa	47	Chief Financial Officer
Jarrett Boon	55	Chief Executive Officer and Director
David Sandler	57	Chief Operating Officer
Jordan Schur	60	Director and President
Richard Pascucci	50	Director
Christopher Marc Melton	53	Director
David J. Long	46	Director

The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting companies:

John Gulyas, Chairman and Director, has served as one of our directors since July 2023. Mr. Gulyas has owned and operated multiple franchise brands over the last 13 years. Since 2015 John has been the owner and the CEO of 2v consulting LLC. Since February 2020 John has been working as the Founder and President of GBB Drink Lab, who is the world’s first rapid blood alcohol detoxification drink, and which was recently acquired by the Company. From October 2018 to September 2021, John worked as a vice president of franchise development at Vio Med Spa. He worked as site development coordinator at European Wax Center from June 2007 to March 2017.

Jarrett Boon, Chief Executive Officer and Director, has served as the director since October 2023 and was appointed as the Chief Executive Officer of the Company in February 2024. Mr. Boon was the Co-Founder and CEO of GBB Drink Lab, which developed Safety Shot Beverages, the first patented beverage on Earth that helps people feel better faster by reducing blood alcohol content and boosting clarity. Mr. Boon has over 30 years of experience building successful businesses from creation to exit. He was one of the original thought leaders and investors in LifeLock, a leading identity protection provider, where he applied his expertise in sales, marketing, and strategic business development to grow LifeLock to $500 million in revenue. LifeLock went public in 2012 and was subsequently acquired by Symantec in 2016 for $2.3 billion. Prior to LifeLock, Mr. Boon founded SW Promotions, a marketing and advertising company. SW Promotions and its 400 employees were acquired by one of its publicly traded partners.

Jordan Schur, Director and President, has served as Director and President of the Company since March of 2024. In 2006, He has worked as the Chief Executive Officer and Chairman of Suretone Entertainment Group since 2006, as well as the Chief Executive Officer of Mimram Shur Pictures. Mr. Schur has held influential positions at various studios and record companies, overseeing artists like Snoop Dogg, Nirvana and Guns and Roses. His achievements include re-launching Geffen Records and boosting its revenue to over $1 billion, as well as founding the successful Flip Records. In the film sector, Mr. Schur co-founded Mimran Schur Pictures and Suretone Pictures, producing notable films such as “Warrior,” which earned an Academy Award nomination, and “Stone.” His entrepreneurial ventures also include Suretone Entertainment, which encompasses record labels and management companies that have made significant cultural impacts.

In addition, Mr. Schur co-founded film production company Mimran Schur Pictures in 2007. Mr. Schur worked as the President of Geffen Records/UMG from January 1999 to June of 2007. Under Mr. Schur’s oversight, Geffen Records achieved over $1 billion in revenue while becoming a consistent global market share leader for Universal Music Group. Mr. Schur has a Bachelor of Arts degree from Boston College.

Danielle De Rosa, Chief Financial Officer, has over 25 years of experience in all aspects of financial services and operational functions. Ms. De Rosa served as Chief Financial Officer at Virtra since January 2023. From July 2022 to December 2022, Ms. De Rosa served as the CFO at Common Spirit. From December 2010 to February 2022, Ms. De Rosa served as the Senior Finance Officer at Lorts Manufacturing. Ms. Rosa moved all around the U.S. and has a Master of Business Management and a Bachelor of Science in Accounting. Ms. De Rosa is a Harvard graduate in risk management and financial leadership as well.

Christopher Marc Melton, Director, has served as one of our directors since August 2019. Mr. Melton has served as director of SG Blocks, Inc. since November of 2011 and currently serves as the Audit Committee Chairman. From 2000 to 2008, Mr. Melton was a Portfolio Manager for Kingdon Capital Management (“Kingdon”) in New York City, where he ran in excess of $1 Billion book in media, telecom, and Japanese investment. Mr. Melton opened Kingdon’s office in Japan, where he set up a Japanese research company. From 1997 to 2000, Mr. Melton served as a Vice President at JPMorgan Investment Management as an equity research analyst, where he helped manage $1 Billion plus in REIT funds under management. Mr. Melton was a Senior Real Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997. Mr. Melton is Principal and co-founder of Callegro Investments, a specialist land investor. He currently serves on several Public and Private Boards as well as Chairman of the Audit Committee of a Nasdaq listed company.

Richard Pascucci, Director, has over 20 years of experience in the 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 bachelors in arts from St. Joseph’s University, Philadelphia.

David Long, Director, has served as one of our directors since March 2024. Mr. Long has over 20 years of experience in leading and increasing growth for companies in the fitness and wellness industries. Since January 2010 Mr. Long has served as the CEO and the Co-Founder of Orangetheory Fitness Corporate. From June 2008 to June 2007 Mr. Long served as the Developer and Owner of European Wax Center. Mr. Long has a Bachelor’s degree in Health Science, Physical Therapy, and International Business from University of Florida and an MBA from University of Florida

David Sandler, Chief Operating Officer, has more than 30 years’ experience in the nutrition and health industry developing, building and managing high-growth, results-oriented projects. David is the founder of StrengthPro Inc., a consulting firm specializing specific areas of health, fitness, nutrition, and supplement ratio. David has been working as the president of Strengthpro since January 2021. Since May 2019 David has been serving as chief operations officer at Elite Beverage. From October 2016 to October 2019, David served as the chief operations officer at ProSupps USA, LLC.

Term of Office

Our Board is elected annually by our stockholders. Each director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal.

Family Relationships

There are no family relationships among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or beneficial owners of more than ten percent of any class of the issuer’s equity securities.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our Common Stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the year ended December 31, 2024.

Board Composition

Director Independence

Our business and affairs are managed under the direction of our Board, which consist of six members. Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors, subject to certain exceptions. In addition, Nasdaq rules require that each member of a listed company’s audit, compensation and nominating and governance committees be independent, subject to certain phase-ins for newly- public companies. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Messrs. Melton, Pascucci, and Long do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

In making this determination, our Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non- employee director.

Board Diversity

The table below provides certain information regarding the diversity of our board of directors as the date of this annual report.

Board Diversity Matrix
Country of Principal Executive Offices:		United States
Foreign Private Issuer		No
Disclosure Prohibited under Home Country Law		N/A
Total Number of Directors		6

	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors		6
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	N/A
LGBTQ+
Did Not Disclose Demographic Background

Our Board seeks members from diverse professional backgrounds who combine a solid professional reputation and knowledge of our business and industry with a reputation for integrity. Our Board does not have a formal policy concerning diversity and inclusion but is in the process of establishing a policy on diversity. Diversity of experience, expertise, and viewpoints is one of many factors the Nominating and Corporate Governance Committee considers when recommending director nominees to our Board. Further, our Board is committed to actively seeking highly qualified women and individuals from minority groups and the LGBTQ+ community to include in the pool from which new candidates are selected. Our Board also seeks members that have experience in positions with a high degree of responsibility or are, or have been, leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different backgrounds, based upon the contributions they can make to our Company. While the Board has continued its efforts to identify candidates that have such experience, they have currently been unable to identify any such candidates which fulfill the diversity requirement with the requisite professional experience.

Board Committees

Our Board has established Audit, Compensation, and Nominating and Corporative Governance Committees. Our Board may establish other committees to facilitate the management of our business. The composition and functions of the audit committee, compensation committee and nominating and corporate governance committee are described below. Members will serve on committees until their resignation or removal from the Board or until otherwise determined by our Board.

Audit Committee

Our audit committee consists of Messrs. Melton, Pascucci and Long, with Mr. Melton serving as the chairman. Our Board has determined that Mr. Melton is an “audit committee financial expert” within the meaning of the SEC regulations. Our Board has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector. The functions of this committee include:

● selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

● helping to ensure the independence and performance of the independent registered public accounting firm;

● discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

● developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

● reviewing our policies on risk assessment and risk management; ● reviewing related party transactions; obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

● approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Compensation Committee

Our compensation committee consists of Messrs. Melton, Pascucci and Long with Mr. Long serving as the chairman. The functions of the compensation committee will include:

● reviewing and approving, or recommending that our Board approve, the compensation of our executive officers;

● reviewing and recommending that our Board approve the compensation of our directors;

● reviewing and approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers;

● administering our stock and equity incentive plans;

● selecting independent compensation consultants and assessing conflict of interest compensation advisers;

● reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans; and

● reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Messrs. Melton, Pascucci and Long with Mr. Pascucci serving as the chairman. The functions of the nominating and governance committee will include:

● identifying and recommending candidates for membership on our Board;

● including nominees recommended by stockholders;

● reviewing and recommending the composition of our committees;

● overseeing our code of business conduct and ethics, corporate governance guidelines and reporting; and

● making recommendations to our Board concerning governance matters.

The nominating and corporate governance committee also annually reviews the nominating and corporate governance committee charter and the committee’s performance.

Board Leadership Structure and Role in Risk Oversight

Our Board is primarily responsible for overseeing our risk management processes. Our Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our assessment of risks. Our Board focuses on the most significant risks we face our general risk management strategy, and also ensures that risks we undertake are consistent with our Board’s appetite for risk. While our Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our Board leadership structure supports this approach.

Our amended and restated bylaws provide our Board with flexibility in its discretion to combine or separate the positions of Chairman of the Board and Chief Executive Officer. The Board currently separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. Our Chief Executive Officer, who is also a member of our Board, is responsible for setting the strategic direction of the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer, sets the agenda for the Board meetings, presides over meetings of the Board and tries to reach a consensus on Board decisions. Although these roles are currently separate, the Board believes it should be able to freely select the Chairman of the Board based on criteria that it deems to be in the best interest of the Company and its stockholders, and therefore one person may, in the future, serve as both the Chief Executive Officer and Chairman of the Board.

Clawback Policy

On December 1, 2023, the Board adopted the Safety Shot, inc. Clawback Policy (the “Clawback Policy”), effective December 1, 2023, providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. A copy of the Clawback Policy has been filed herein as Exhibit 99.1.

Insider Trading Policies

We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees. A copy of the Insider Trading Policy was included in Exhibit 19.1 in our Annual Report on Form 10-K, filed with the SEC on March 28, 2025, and is herein incorporated by reference.

Code of Ethics

We have adopted a code of ethics and conduct applicable to all of our directors, officers, employees and all persons performing similar functions. A copy of that code is filed herein as Exhibit 14.1. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed in our public filings with the Commission.

Corporate Governance Guidelines

We have adopted a corporate governance guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, Board agenda, roles of the chairman of the Board and Chief Executive Officer and Chief Financial Officer, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines is filed herein as Exhibit 14.2.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

1. any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

4. being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5. being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6. being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(a) Beneficial Ownership Compliance

Based solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that as of the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements, except Messrs. David Long, Richard Pascucci, Danielle De Rosa and David Sandler did not file Form 3s upon their employment or appointment to the Board and the Company, as applicable.

EXECUTIVE COMPENSATION

Item 11 of the Company’s Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 28, 2025, is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Item 13 of the Company’s Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 28, 2025, is incorporated herein by reference.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or group beneficially owning more than 5% of any class of voting securities; (ii) ~~our directors, and; (iii)~~ each of our directors and named executive officers; and (iviii) all executive officers and directors as a group, as of ~~May~~November 1620, 2025. The information presented below regarding ~~beneficial~~ beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. Pursuant to such rules, we deemed outstanding shares of common stock subject to any convertible security, warrant, option or other right held by that person that are convertible or exercisable currently or within 60 days from November 20, 2025. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person. More than one person may be deemed to be a beneficial owner of the same securities. Unless otherwise indicated, the address of all listed stockholders is c/o ~~Safety Shot~~Bonk, Inc., ~~1061~~18801 E.N ~~Indiantown~~Thompson ~~Rd.,~~Peak Pkwy Ste. ~~110~~380, ~~Jupiter~~Scottsdale, FLAZ ~~33477~~85255.

The ~~beneficial~~calculation ~~ownership~~ of ~~shares~~percentage of ~~common~~beneficial ~~stock~~ownership is ~~calculated~~ based on 75185,~~176~~476,~~604~~283 shares of our common stock., ~~The~~39,933 ~~number~~shares of ~~shares beneficially~~Series ~~owned~~A byPreferred Stock, an1,813 ~~individual shareholder includes~~ shares of ~~Common~~Series B Preferred Stock, ~~currently~~and ~~owned~~135,000 byshares ~~the~~of ~~shareholder,~~Series ~~stock~~C ~~options~~Preferred ~~and~~Stock ~~exercisable~~that ~~over~~were ~~the~~outstanding ~~next~~as 60of ~~days~~November 20, 2025.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned ~~Common~~common ~~Stock~~stock.

	Beneficial Interest
Name	Number of Shares of Common Stock Beneficially Owned		Percentage of Class			Number of Shares of Series A Preferred Stock Beneficially Owned		Percentage of Class			Number of Shares of Series B Preferred Stock Beneficially Owned		Percentage of Class			Number of Shares of Series C Preferred Stock Beneficially Owned		Percentage of Class			Total Voting Power
Officers & Directors	Shares		Options			Total		% of I/O
Executive Officers and Directors
Jordan Schur (6)
Jarrett Boon, Chief Executive Officer and Director (1)		7,717,000		4.1	%		-		-			-		-			-		-			2.2	%
President & Director		500,000		1,050,000			1,550,000		1.64	%
Markita Russell, Chief Financial Officer (2)		675,000		*			-		-			-		-			-		-			*
Danielle De Rosa (1)
John Gulyas, Executive Chairman and Director (3)		7,667,667		4.1	%		-		-			-		-			-		-			2.2	%
Chief Financial Officer				200,000			200,000		0.21	%
Jordan Schur, President and Former Director (4)		4,600,000		2.5	%		-		-			-		-			-		-			1.3	%
Jarrett Boon (2)
Christopher Marc Melton, Director (5)		681,000		*			-		-			-		-			-		-			*
Chief Operating Officer		1,667,000		3,250,000			4,917,000		5.22	%
Mitchell Rudy, Director (6)		124,884,366		40.2	%		-		-			-		-			135,000		100	%		35.5	%
John Gulyas (3)
Connor Klein, Director		-		-			-		-			-		-			-		-			-
Chairman and Director		1,667,667		3,200,000			4,867,667		5.17	%
James McAvity, Director		-		-			-		-			-		-			-		-			-
Richard Pascucci (4)
Stacey Duffy, Director		-		-			-		-			-		-			-		-			-
Director				120,000			120,000		0.13	%
All current executive officers and directors as a group (9 persons)		146,225,033		51.6	%		-		-			-		-			135,000		100	%		41.6	%
David J. Long (7)
Other 5% Beneficial Owner
Director				150,000			150,000		0.16	%
American Ventures Series XII SHOT (7)		21,670,282		10.5	%		-		-			-		-			-		-			6.2	%
Christopher Melton (5)
Core 4 Capital Corp. (8)		12,354,602		6.4	%		39,933		100	%		-		-			-		-			3.5	%
Director				141,000			141,000		0.15	%
Fried LLC (9)		3,999,265		2.1	%		-		-			1,813		100	%		-		-			1.1	%
David Sandler (8)
Lucky Dog Holdings (10)		124,884,366		40.2	%		-		-			-		-			135,000		100	%		35.5	%
Chief Operating Officer				750,000			750,000		0.80	%
Total Officers & Directors		3,834,667		8,861,000			12,695,667		13.48	%

~~(1)~~* ~~Includes~~Less ~~1,050,000~~than ~~shares issuable upon exercise of options~~1%.

~~(2) Includes 200,000 shares issuable upon exercise of options.~~20

(31) Includes 3,250,000 shares of common stock issuable upon exercise of options.

(42) Includes 3325,~~200,~~000 shares of common stock issuable upon exercise of options.

(53) Includes ~~120~~3,200,000 shares of common stock issuable upon exercise of options.

(64) Includes ~~141~~1,050,000 shares of common stock issuable upon exercise of options.

(75) Includes ~~150~~81,000 shares of common stock issuable upon exercise of options.

(86) The ~~Includes~~two ~~750~~common stock columns include 124,~~000~~884,366 shares of common stock issuable upon ~~exercise~~conversion of ~~options~~shares of Series C Preferred Stock held by Lucky Dog Holdings (“Lucky Dog”) and exclude 51,921,080 shares of common stock to be issued to Lucky Dog pursuant to the Securities Purchase Agreement, dated August 25, 2025, between the Company and the purchasers named therein. The two Series C Preferred Stock columns include 135,000 shares of Series C Preferred Stock held by Lucky Dog. Mitchell Rudy has investment control of and is a Director of Lucky Dog.

49(7) Includes 21,670,282 shares of common stock issuable upon exercise of the warrants issued to American Ventures Series XII SHOT pursuant to the Securities Purchase Agreement, dated July 22, 2025, between the Company and the purchasers named therein. Eric Newman has investment control of and is the Investment Manager of American Ventures Series XII SHOT. The address of American Ventures Series XII SHOT is 725 Fifth Ave., 23rd Fl., New York, NY 10022.

(8) The two common stock columns include 6,816,832 shares of common stock issuable upon conversion of shares of Series A Preferred Stock held by Core 4 Capital Corp. Joel Schur has investment control of and is Chairman of Core 4 Capital Corp. The address of Core 4 Capital Corp. is 399 Knollwood Rd., #203, White Plains, NY 10603.

(9) The two common stock columns include 3,999,265 shares of common stock issuable upon conversion of shares of Series B Preferred Stock held by Fried LLC (subject to a 4.99% beneficial ownership blocker). Jordan Fried has investment control of and is a manager of Fried LLC. The address of Fried LLC is 151 Calle San Francisco, San Juan, PR 00901.

(10) The two common stock columns include 124,884,366 shares of common stock issuable upon conversion of shares of Series C Preferred Stock held by Lucky Dog and exclude 51,921,080 shares of common stock to be issued to Lucky Dog pursuant to the Securities Purchase Agreement, dated August 25, 2025, between the Company and the purchasers named therein. Mitchell Rudy has investment control of and is a Director of Lucky Dog.

SELLING STOCKHOLDERS

~~This~~We ~~prospectus~~are ~~relates~~registering to the ~~possible resale by the Selling Stockholders from time to time of up to an aggregate of 1,233,507~~ shares of ~~our~~ common stock. ~~When we refer to the “Selling Stockholders”~~ in ~~this~~order ~~prospectus, we mean the stockholder listed in the table below and the donees, pledgees, transferees, assignees or other successors-in-interest and others who later come~~ to ~~hold any~~permit of the Selling Stockholders’ ~~interest~~to inoffer these shares offor ~~our~~resale ~~common~~from ~~stock~~time ~~covered by this prospectus~~to time.

~~The following~~This ~~table~~prospectus ~~sets~~relates ~~forth,~~to asthe ofoffering and resale by the ~~date~~Selling Stockholders of ~~this~~up ~~prospectus~~to 31,839,533 ~~the~~shares ~~name~~ of ~~the~~common ~~Selling~~stock, ~~Stockholders~~including ~~and~~(i) ~~the~~30,000,054 ~~aggregate~~shares ~~amount~~ of ~~shares of~~ common stock issued ~~that~~pursuant to the ~~Selling~~July ~~Stockholders~~2025 ~~may~~PIPE ~~offer~~Warrants ~~pursuant~~Exchange toAgreement, ~~this~~dated ~~prospectus.~~November ~~Information~~7, ~~with~~2025, ~~respect~~by toand ~~beneficial~~between ~~ownership~~the Company and the isJuly ~~based~~2025 onPurchasers; ~~information~~and ~~obtained~~(ii) ~~from~~1,839,479 ~~such~~shares ~~Selling~~of ~~Stockholders~~common ~~and~~stock ~~publicly~~issuable ~~available~~upon ~~information.~~exercise ~~Information~~of ~~with~~the ~~respect~~Placement Agent Warrants issued to ~~shares~~Dominari ~~beneficially~~Securities ~~owned~~LLC, ~~after~~pursuant to the ~~offering~~July ~~assumes~~2025 ~~the~~Placement ~~sale~~Agency ofAgreement, ~~all~~dated ofJuly ~~the~~21, ~~shares~~2025, ~~offered~~by and nobetween ~~other~~the ~~purchases~~Company orand ~~sales~~Dominari ~~of common stock~~Securities LLC.

Name of Selling Stockholders	Number of shares of Common Stock Owned Prior to Offering			Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus			Number of shares of Common Stock Owned After Offering
3i LP		[ ]	(1)		833,507	(2)		[ ]	(3)
Bristol Capital, LLC		[ ]	(4)		400,000	(5)		400,000	(6)

On July 21, 2025, the Company entered into the Purchase Agreement with the July 2025 Purchasers pursuant to which the Company sold to the July 2025 Purchasers the July 2025 PIPE Warrants to purchase up to an aggregate of 45,986,984 shares of common stock at a purchase price of $0.125 per July 2025 PIPE Warrant. Each July 2025 PIPE Warrant is exercisable for one share of common stock, has an exercise price of $0.461 per share, is immediately exercisable upon issuance, and has a term of exercise equal to five (5) years from the date of issuance.

(1)	Includes shares of common stock beneficially owned by 3i LP prior to this Offering.
(2)	Includes shares of common stock issued to 3i LP pursuant to the Stipulation of Settlement.
(3)	Includes shares of common stock beneficially owned by 3i LP. The business address of 3i, LP is 2 Wooster Street, 2nd Floor, New York, NY 10013. 3i, LP’s principal business is that of a private investor. Maier Joshua Tarlow is the manager of 3i Management, LLC, the general partner of 3i, LP, and has sole voting control and investment discretion over securities beneficially owned directly by 3i, LP and indirectly by 3i Management, LLC. We have been advised that none of Mr. Tarlow, 3i Management, LLC or 3i, LP is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Tarlow as to beneficial ownership of the securities beneficially owned directly by 3i, LP and indirectly by 3i Management, LLC.
(4)	Includes shares of common stock beneficially owned by Bristol Capital, LLC prior to this Offering.
(5)	Includes shares of common stock issued to Bristol Capital, LLC under the Advisory Agreement.
(6)	Includes shares of common stock beneficially owned by Bristol Capital, LLC. Paul L. Kessler has voting control and investment discretion over the securities reported herein that are held Bristol Capital, LLC.

On July 21, 2025, the Company entered into the July 2025 Placement Agency Agreement with Dominari Securities LLC (“Dominari”), pursuant to which the Company has agreed to issue to Dominari or its designees the Placement Agent Warrants to purchase up to an aggregate of 1,839,479 shares of common stock at an exercise price equal to $0.461 per share. The Placement Agent Warrants have substantially the same terms as the July 2025 PIPE Warrants, are exercisable immediately upon issuance and have a term of exercise equal to five (5) years from the date of issuance.

On November 7, 2025, the Company entered into the July 2025 PIPE Warrants Exchange Agreement by and between the Company and the July 2025 Purchasers. Pursuant to the July 2025 PIPE Warrants Exchange Agreement, the July 2025 Purchasers shall exchange the July 2025 PIPE Warrants held by them for an aggregate of 30,000,000 shares of common stock. Pursuant to the July 2025 PIPE Warrants Exchange Agreement, 30,000,054 shares, including minor adjustments, have been issued to the July 2025 Purchasers on December 9, 2025.

The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by the Selling Stockholders, based on its ownership of the shares of common stock, as of the date hereof. The third column lists the shares of Common Stock being offered by this prospectus by the Selling Stockholders. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name of Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering			Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus		Number of shares of Common Stock Owned After the Offering (1)		Percentage of shares of Common Stock Owned After the Offering (2)
American Ventures Series XII SHOT (3)		14,136,824	(3)		14,136,824		-		-
Jordan Fried (4)		9,998,785	(4)		5,660,390		4,338,395		2.3	%
Tristan Chaudry (5)		9,998,785	(5)		5,660,390		4,338,395		2.3	%
Jasminder Singh (6)		1,499,817	(6)		849,058		650,759		*
Don Nitti (7)		1,007,548	(7)		707,548		300,000		*
Ross Carmel (8)		70,754	(8)		70,754		-		-
Joseph Lucosky (9)		124,984	(9)		70,754		54,230		*
Jen Wool-Cottone (10)		594,340	(10)		594,340		-		-
Fred Wool (11)		594,340	(11)		594,340		-		-
Jay Yu (12)		594,340	(12)		594,340		-		-
Guilford Enterprises Limited (13)		424,528	(13)		424,528		-		-
Rubicon X LLC (14)		169,810	(14)		169,810		-		-
Eunjeung Yu (15)		240,566	(15)		240,566		-		-
Oksoo Park (16)		84,904	(16)		84,904		-		-
Importing Exporting LLC (17)		141,508	(17)		141,508		-		-
Dominari Securities LLC (18)		1,839,479	(18)		1,839,479		-		-

* Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

(1)	This column assumes the sales of the 30,000,054 shares of common stock issued pursuant to the July 2025 PIPE Warrants Exchange Agreement and the 1,839,479 shares of common stock issuable upon exercise of the Placement Agent Warrants.

(2)	The percentages are based on 185,476,283 shares of common stock outstanding as of November 20, 2025 and assume that the Selling Stockholders sell all of their shares of common stock offered by this prospectus.

(3)

Consists of 14,136,824 shares of common stock offered hereby. American Ventures Series XII SHOT’s principal business is that of a private investor. Eric Newman is the manager of American Ventures Series XII SHOT and has sole voting control and investment discretion over securities beneficially owned directly or indirectly by this Selling Stockholder. Eric Newman disclaims any beneficial ownership of the securities beneficially owned directly or indirectly by this Selling Stockholder. The address of American Ventures Series XII SHOT is 110 Front Street, Suite 300, Jupiter, FL 33477.

(4)	Consists of (i) 4,338,395 shares of common stock; and (ii) 5,660,390 shares of common stock offered hereby. The address of Jordan Fried is 151 Calle de San Francisco, San Juan Puerto Rico 00901.

(5)	Consists of (i) 4,338,395 shares of common stock; and (ii) 5,660,390 shares of common stock offered hereby. The address of Tristan Chaudry is 851 NE 1st Ave, Unit 703 Miami FL 33132.

(6)	Consists of (i) 650,759 shares of common stock; and (ii) 849,058 shares of common stock offered hereby. The address of Jasminder Singh is 27 Juno Road, Tiburon, CA 94920-1346.

(7)	Consists of (i) 300,000 shares of common stock; and (ii) 707,548 shares of common stock offered hereby. The address of Don Nitti is 1011 Grist Mill Circle, Roslyn, NY 11576.

(8)	Consists of 70,754 shares of common stock offered hereby. The address of Ross Carmel is 215 Navajo Ct, Morganville, NJ 07751-4617.

(9)	Consists of (i) 54,230 shares of common stock; and (ii) 70,754 shares of common stock offered hereby. The address of Joseph Lucosky is 12 Utopia Drive, Colts Neck Twp, NJ 07722.

(10)	Consists of 594,340 shares of common stock offered hereby. The address of Jen Wool-Cottone is 24 Teal Drive, Fairport, NY 14450-9572.

(11)	Consists of 594,340 shares of common stock offered hereby. The address of Fred Wool is 38 Kings Lacey Way, Fairport, NY 14450.

(12)	Consists of 594,340 shares of common stock offered hereby. The address of Jay Yu is 462 West 58th St. 1F, New York, NY 10019.

(13)

Consists of 424,528 shares of common stock offered hereby. Jinpyung Yoo is the Chief Executive Officer of Guilford Enterprises Limited and has sole voting control and investment discretion over securities beneficially owned directly or indirectly by this Selling Stockholder. Jinpyung Yoo disclaims any beneficial ownership of the securities beneficially owned directly or indirectly by this Selling Stockholder. The address of Guilford Enterprises Limited is 433 Plaza Real, Ste 275, Boca Raton, FL 33432.

(14)

Consists of 169,810 shares of common stock offered hereby. Jinpyung Yoo is the Chief Executive Officer of Rubicon X LLC and has sole voting control and investment discretion over securities beneficially owned directly or indirectly by this Selling Stockholder. Jinpyung Yoo disclaims any beneficial ownership of the securities beneficially owned directly or indirectly by this Selling Stockholder. The address of Rubicon X LLC is 433 Plaza Real, Ste 275, Boca Raton, FL 33432-3999.

(15)	Consists of 240,566 shares of common stock offered hereby. The address of Eunjeung Yu is Kumho Apt 104-Dong #1706, Pilmun-Daero 12-7, Republic of Korea.

(16)	Consists of 84,904 shares of common stock offered hereby. The address of Oksoo Park is 103-1103, 42 Donpyeonje Gil, Gurye Eup, Gurye Gun, Republic of Korea.

(17)	Consists of 141,508 shares of common stock offered hereby. Josh Shipley is the Chief Operating Officer of Importing Exporting LLC and has sole voting control and investment discretion over securities beneficially owned directly or indirectly by this Selling Stockholder. Josh Shipley disclaims any beneficial ownership of the securities beneficially owned directly or indirectly by this Selling Stockholder. The address of Importing Exporting LLC is 154 Clinton Rd, New Hartford, NY 13413-5302.

(18)	Consists of 1,839,479 shares of common stock issuable upon the full exercise of the Placement Agent Warrants. Dominari Securities LLC is managed by Soo Yu, its Chief Operating Officer, and she is deemed to have beneficial ownership of Dominari Securities LLC. Soo Yu disclaims any beneficial ownership of the securities beneficially owned directly or indirectly by this Selling Stockholder. The business address of Dominari Securities LLC is 725 Fifth Avenue, 23rd Floor, New York, NY 10022.

DESCRIPTION OF SECURITIES

The following description of the Company’s capital stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s Third Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

Authorized Capital

Our authorized capital stock consists of ~~250~~1,000,000,000 shares of common stock, par value $0.001 per share, and ~~100~~1,000,000 shares of preferred stock, par value $0.001 per share.

Common Stock

Common stock outstanding

As of ~~May~~November 1420, 2025, there were 75185,~~176~~476,~~604~~283 shares of our common stock outstanding.

Voting rights

Subject to the rights granted to holders of any preferred stock issued by us, each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively.

Dividend rights

Subject to the rights granted to holders of any preferred stock issued by us, holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board out of funds legally available.

Rights upon liquidation

Subject to the rights granted to holders of any preferred stock issued by us, upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities.

Other rights

Holders of our common stock do not have any pre-emptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions.

Preferred Stock

Under the terms of our ~~second~~third amended and restated certificate of incorporation, our Board is authorized to issue shares of preferred stock in one or more series without stockholder approval. Our Board has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The purpose of authorizing our Board to issue preferred stock and ~~determination~~determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock.

Series A Preferred Stock

Under the terms of the Certificate of Designation (the “Series A Certificate of Designation”) of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (“Series A Preferred Stock”), the Company is authorized to issue 100,000 shares of Series A Preferred Stock. The Series A Preferred Stock have the following terms and rights:

Dividends. At At all times following the issuance of the Series A Preferred Stock, while shares of Series A Preferred Stock are issued and outstanding, holders of Series A Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-~~Common~~common-~~Stock~~stock basis and without regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (other than dividends in the form of ~~Common~~common ~~Stock~~stock, which shall be made in accordance with the terms of the Series A Certificate of Designation) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends in in the form of ~~Common~~common ~~Stock~~stock, which shall be made in accordance with the terms of the Series A Certificate of Designation) are paid on shares of the ~~Common~~ ~~Stock~~common stock.

Voting Rights. Subject to certain limitations described in the Series A Certificate of Designation, the Series A Preferred Stock is voting stock. Holders of the Series A Preferred Stock are entitled to vote together with the ~~Common~~common ~~Stock~~stock on an as-if-converted-to-~~Common~~common-~~Stock~~ stock basis. Holders of ~~Common Stock~~common stock are entitled to one vote for each share of ~~Common~~common ~~Stock~~stock held on all matters submitted to a vote of stockholders. Accordingly, holders of Series A Preferred Stock will be entitled to one vote for each whole share of ~~Common~~common ~~Stock~~stock into which their Series A Preferred Stock is then-convertible on all matters submitted to a vote of stockholders.

Liquidation. Upon any ~~Liquidation~~liquidation, the assets of the Company available for distribution to its stockholders shall be distributed among the holders of the shares of Series A Preferred Stock and ~~Common~~common ~~Stock~~stock, pro rata based on the number of shares held by each such holder, treating for this purpose all shares of Series A Preferred Stock as if they had been converted to ~~Common~~common ~~Stock~~stock pursuant to the terms of the ~~Certificate~~Series A Certificate of Designation immediately prior to such ~~Liquidation~~liquidation, without regard to any limitations on conversion set forth in the Series A Certificate of Designation or otherwise.

Conversion. Subject to the limitations set forth in the ~~Amended~~Series A Certificate of Designation, at the option of the holder, each share of Series A Preferred Stock shall be convertible into a number shares of ~~Common~~common ~~Stock~~stock obtained by dividing the ~~Original~~Stated ~~Per~~Value ~~Share Price~~ ($750.00) of each such ~~share~~ share of Series A Preferred Stock by the conversion price of $4.3935 (the “Series A Conversion Price”). The ~~Conversion~~Series A Conversion Price is subject to adjustment, pursuant to Section 7 of the Series A Certificate of ~~Amendment~~Designation, in the event of stock dividends and stock splits, subsequent equity ~~sales,~~ ~~subsequent equity~~ sales, subsequent rights offerings, pro rata distributions, and fundamental transactions.

~~Warrants~~Series B Preferred Stock

~~During~~Under ~~2020,~~ the ~~Company~~terms ~~issued~~of athe ~~total~~Certificate of ~~1,123,333~~Designation ~~warrants,~~(the ~~with~~“Series ~~each~~B ~~warrant~~Certificate toof ~~purchase~~Designation”) ~~one share~~ of ~~common stock~~Preferences, ~~consisting~~Rights ofand ~~1,073,333~~Limitations ~~warrants~~of ~~issued~~Series inB ~~connection~~Convertible ~~with~~Preferred ~~the~~Stock ~~Company’s~~(“Series ~~initial~~B ~~public~~Preferred ~~offering~~Stock”), atthe anCompany ~~exercise~~is ~~price~~authorized ofto ~~$8.50~~issue ~~per share~~10,000 ~~expiring~~shares ~~in October~~of ~~2025,~~Series ~~and~~B ~~50,000~~Preferred ~~warrants~~Stock. ~~issued~~The inSeries ~~connection~~B ~~with~~Preferred ~~the~~Stock ~~Endorsement~~have ~~Agreement~~the ~~with~~following ~~Tee-2-Green~~terms atand ~~an exercise price of $3.90, expiring in November 2025.~~rights:

~~During~~Dividends. ~~2021,~~At all times following the ~~Company~~issuance of the Series B Preferred Stock, while shares of Series B Preferred Stock are issued ~~525~~and outstanding,~~001~~ holders ~~warrants~~of inSeries ~~relation~~B toPreferred ~~loans~~Stock ~~amounting~~shall be entitled to $3receive,~~150,000~~ toand the Company ~~issued~~shall bypay, ~~the~~dividends ~~investors.~~on Asshares of ~~the~~ ~~date~~Series ofB ~~this~~Preferred Stock ~~prospectus~~equal ~~there~~(on ~~are~~an ~~1,648,334~~as-if-converted-to-common-stock ~~warrants~~basis ~~outstanding.~~and ~~The~~without ~~exercise~~regard ~~price~~to ofany ~~these~~limitations ~~warrants~~on ~~was~~conversion ~~later~~set ~~adjusted~~forth toherein ~~$0.93~~or otherwise) ~~per~~to ~~share.~~and Inin ~~addition,~~ the ~~Company~~same ~~issued~~form ~~11,607,142~~as ~~warrants~~dividends to(other ~~purchase~~than dividends in the form of common stock, which shall be made in accordance with the terms of the ~~under~~Series ~~public~~B ~~offering~~Certificate of Designation) actually paid on ~~July~~shares 21of the common stock when, ~~2021. These~~as ~~are~~and if such dividends (other than dividends in the ~~warrants~~form ~~for~~of common stock, which ~~the~~shall ~~underlying~~be ~~shares~~made ~~are~~in ~~being~~accordance ~~re-registered~~with ~~hereunder.~~the ~~The~~terms ~~exercise~~of ~~price~~the Series B Certificate of ~~these~~Designation) ~~warrants~~are ~~was~~paid ~~later~~on ~~adjusted~~shares toof ~~$1.40~~the ~~per~~common ~~share~~stock.

51Voting Rights. Subject to certain limitations described in the Series B Certificate of Designation, the Series B Preferred Stock is voting stock. Holders of the Series B Preferred Stock are entitled to vote together with the common stock on an as-if-converted-to-common-stock basis. Holders of common stock are entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Accordingly, holders of Series B Preferred Stock will be entitled to one vote for each whole share of common stock into which their Series B Preferred Stock is then-convertible on all matters submitted to a vote of stockholders.

During the year ended December 31, 2022, the Company issued a total of 2,260,000 warrants with an exercise price of between $1.00 and $2.79 and five year terms in connection with two convertible promissory notes of which 1,200,000 were exercised in September 2023. During 2021 in connection with the issuance of three convertible promissory notes, the Company issued 525,000 warrants with an exercise price of $6.00 and five-year term. The exercise price of all of these warrants was later adjusted to $0.93 per share with the exception of 25,000 warrants which remain at $6.00 per share.26

OnLiquidation. ~~January~~Upon ~~20,~~any ~~2025~~liquidation, the assets of the Company ~~entered~~available ~~into~~for distribution to its stockholders shall be distributed among the ~~Bigger~~holders of ~~Settlement~~the ~~Agreement,~~shares ~~pursuant~~of toSeries ~~which,~~B ~~amongst~~Preferred ~~other~~Stock ~~things~~and common stock, ~~the~~pro ~~Company~~rata ~~agreed to~~based ~~exchange~~on the ~~1,650,050~~number ~~warrants~~of shares held by ~~Bigger~~each ~~Capital~~such holder, treating for athis ~~total~~purpose ofall ~~5,332,889~~shares ~~warrants~~of ~~exercisable~~Series ~~for~~B ~~$0.43~~Preferred ~~(the~~Stock ~~latter~~as ~~warrants, the~~if ~~“Bigger~~they ~~Warrants”).~~had ~~The~~been ~~Bigger~~converted ~~Warrants~~to ~~contain~~common ~~customary~~stock ~~adjustment~~pursuant ~~provisions~~to ~~and~~the ~~representation~~terms ~~and~~of ~~warranties.~~the ~~The~~Series ~~Bigger~~B ~~Warrants~~Certificate ~~are~~of ~~exercisable~~Designation ~~for~~immediately aprior ~~five~~to ~~year~~such ~~period~~liquidation, ~~following~~without ~~their~~regard ~~issuance~~to ~~date.~~any ~~The~~limitations ~~Bigger~~on ~~Warrants~~conversion ~~are~~set ~~filed~~forth ~~herein~~in ~~as Exhibit~~the 4Series B Certificate of Designation or otherwise.7.

OnConversion. ~~February~~Subject 5,to ~~2025~~the limitations set forth in the Series B Certificate of Designation, at the ~~Company~~option ~~issued~~of the ~~Eleazar~~holder, ~~Warrants~~each toshare ~~Eleazar~~of ~~Holdings.~~Series ~~The~~B Preferred ~~Eleazar~~Stock ~~Warrants~~shall ~~contain~~be ~~customary~~convertible ~~adjustment~~into ~~provisions and~~a ~~representation~~number ~~and~~shares ~~warranties~~of common stock obtained by dividing the Stated Value ($750.00) ~~The~~of ~~Eleazar~~each ~~Warrants~~such share ~~are~~of ~~exercisable~~Series ~~for~~B aPreferred ~~five~~Stock ~~year~~by ~~period~~the ~~following~~conversion ~~their~~price ~~issuance~~of ~~date~~$0.34 (the “Series B Conversion Price”). The ~~Eleazar~~Series B Conversion ~~Warrants~~Price ~~are~~is ~~filed~~subject ~~herein~~to asadjustment, ~~Exhibit~~pursuant 4to Section 7 of the Series B Certificate of Designation, in the event of stock dividends and stock splits, subsequent rights offerings, pro rata distributions, and fundamental transactions.~~10.~~

~~Options~~Series C Preferred Stock

~~During~~Under ~~2020,~~the ~~certain~~terms ~~Directors~~of the Amended and aRestated ~~consultant~~Certificate ~~were~~of ~~granted~~Designation ~~stock~~(the ~~options~~“Amended toand ~~purchase~~Restated aSeries ~~total~~C Certificate of ~~211,330~~Designation”) Series ~~additional~~C ~~shares~~Convertible ofPreferred ~~the~~Stock ~~Company’s common~~(“Series ~~stock.~~C ~~The~~Preferred ~~options~~Stock”), ~~have~~the aCompany ~~three-year~~is ~~term~~authorized ~~with~~to anissue ~~exercise~~135,000 ~~price~~shares ~~between~~of ~~$0.25~~Series C ~~and~~Preferred $4Stock.~~49.~~ The ~~relative~~Series ~~fair~~C ~~value~~Preferred ofStock ~~the~~have ~~2020 options using~~ the ~~Black-Scholes~~following ~~valuation~~terms ~~model~~and ~~totals $251,526.~~rights:

~~During~~Dividends. At all times following the ~~year~~issuance ~~ended~~of ~~December~~the ~~31,~~Series ~~2021~~C Preferred Stock, ~~the~~while ~~Company~~shares of Series C Preferred Stock are issued aand ~~total~~outstanding, holders of ~~4,383,950~~Series ~~options~~C ~~with~~Preferred anStock ~~exercise~~shall ~~price~~be ~~between~~entitled ~~$0.25~~to receive, and ~~$5.59~~the ~~each~~Company shall pay, dividends on shares of Series C Preferred ~~with~~Stock aequal ~~three~~(on an as-~~year~~if-converted-to-common-stock ~~term~~basis and without regard to ~~its~~any ~~Officers~~limitations on conversion set forth herein or otherwise) to and ~~Directors.~~in ~~The~~the ~~relative~~same ~~fair~~form ~~value~~as dividends (other than dividends in the form of common stock, which shall be made in accordance with the ~~2021~~terms of ~~options~~the ~~using~~Amended and Restated Series C Certificate of Designation) actually paid on shares of the ~~Black-Scholes~~common ~~valuation~~stock ~~model~~when, as and if such dividends ~~totals~~(other $5than dividends in the form of common stock,~~043,730~~ which shall be made in accordance with the terms of the Amended and Restated Series C Certificate of Designation) are paid on shares of the common stock.

OnVoting ~~December~~Rights. ~~30,~~Subject ~~2022,~~to ~~the~~certain ~~Company,~~limitations described in ~~connection~~the ~~with~~Amended ~~the~~and ~~2022~~Restated ~~Equity~~Series ~~Incentive~~C ~~Plan,~~Certificate ~~granted~~of Designation, the ~~directors~~Series C ~~and~~Preferred ~~officers~~Stock is voting stock. Holders of the ~~Company options~~Series C Preferred Stock are entitled to ~~purchase~~cast the number of votes equal to the number of whole shares of common stock. ~~The~~into ~~table~~which ~~below~~the ~~shows~~shares of Series C Preferred Stock are convertible on the ~~options~~basis ~~granted~~of toa ~~each~~conversion ~~director~~price of $1.00 and ~~officers~~vote together with the common stock as a single class. Notwithstanding anything to the contrary herein, ~~and~~the holders of Series C Preferred Stock may not vote any of their ~~respective~~shares of Series C Preferred Stock on an “as converted basis” that would be in ~~terms~~excess of the Nasdaq Threshold (as defined in the Amended and Restated Series C Certificate of Designation). This restriction shall be of no further force or effect upon a stockholder approval being obtained in compliance with Nasdaq’s stockholder voting requirements.

Name	Options		Exercise Price		Term
Brian S John		1,050,000	$	0.836	Five years from the grant date
Dr. Glynn Wilson		1,050,000	$	0.7600	Five years from the grant date
Doug McKinnon		500,000	$	0.7600	Five years from the grant date
Christopher Melton		50,000	$	0.7600	Five years from the grant date
Dr. Skander Fani		50,000	$	0.7600	Five years from the grant date
Nancy Torres Kauffman		50,000	$	0.7600	Five years from the grant date
Gary Hermann		50,000	$	0.7600	Five years from the grant date

At all times when the Series C Preferred Stock remains issued and outstanding, (1) the holders of record of the shares of Series C Preferred Stock, exclusively and voting together as a separate class on an as-converted to common stock basis, shall be entitled to elect 50% of the directors of the Company; and (2) the holders of record of the shares of common stock and of any other class or series of voting stock, exclusively and voting together as a single class on an as-converted to common stock basis, shall be entitled to elect the balance of the total number of directors of the Company. If the holders of shares of the Series C Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, then any directorship not so filled shall remain vacant until such time as the holders of the Series C Preferred Stock fill such directorship.

InLiquidation. ~~addition~~Upon toany liquidation, the ~~directors~~assets ~~and~~of ~~officers,~~the onCompany ~~December~~available ~~30,~~for ~~2022,~~distribution ~~the~~to ~~Company~~its ~~granted~~stockholders ~~100,000~~shall ~~options~~be todistributed ~~purchase~~among the holders of the shares of Series C Preferred Stock and common stock, at anpro ~~exercise~~rata ~~price~~based on the number of ~~$0.7600~~shares ~~and~~held aby ~~five~~each ~~year~~such ~~term~~holder, totreating for ~~Mesers.~~this ~~Markita~~purpose ~~Russell,~~all ~~Paul~~shares ~~Jones~~of ~~and~~Series ~~Zachary~~C ~~Greave,~~Preferred ~~each.~~Stock ~~The~~as ~~company~~if ~~also granted~~they ~~50,000~~had ~~options~~been converted to ~~purchase~~common ~~shares~~stock pursuant to the terms of ~~common~~the ~~stock,~~Amended and atRestated anSeries ~~exercise~~C ~~price~~Certificate of ~~$0.7600~~Designation ~~and~~immediately aprior ~~five~~to ~~year~~such ~~term~~liquidation, without regard to ~~Mesers.~~any ~~Michelle~~limitations on conversion ~~Basantes,~~set ~~George~~forth ~~Hall,~~in the Amended and ~~Dr.~~Restated ~~Hector~~Series ~~Alia~~C Certificate of Designation or otherwise.

During the year ended December 31, 2022 the Company entered into an Investor Relations Consulting Agreement under the terms of which the Company issued 300,000 two-year options, immediately vested, with an exercise price of $1.00. The Company recorded an expense of $142,169 in connection with this issuance.27

~~The~~Conversion. ~~fair~~Subject ~~value~~to the limitations set forth in the Amended and Restated Series C Certificate of ~~these~~Designation, ~~warrants~~at ~~was~~the ~~measured~~option ~~using~~of the ~~Black-Scholes~~holder, ~~valuation~~each share ~~model~~of atSeries C Preferred Stock shall be convertible into a number shares of common stock obtained by dividing the ~~grant~~Stated ~~date~~Value ($1,000.00) of each such share of Series C Preferred Stock by the conversion price of $1.081 (the “Series C Conversion Price”). The ~~table~~Series C ~~below~~Conversion ~~sets~~Price ~~forth~~is subject to adjustment, pursuant to Section 6 of the ~~assumptions~~Amended and Restated Series C Certificate of Designation, in ~~for~~the ~~Black-Scholes~~event ~~valuation~~of ~~model~~stock onsplits and subsequent rights offerings. The Series C Preferred Stock cannot be converted in connection therewith that would a) exceed the ~~respective~~Conversion ~~reporting~~Limit ~~date~~(as defined in the Amended and Restated Series C Certificate of Designation) or b) trigger any Nasdaq requirement to obtain a stockholder approval prior to a conversion or any issuance of shares of common stock in connection therewith that would be in excess of the Nasdaq Threshold.

Reporting	Number of		Term		Exercise		Market Price on Grant		Volatility			Fair
Date	Options		(Years)		Price		Date		Percentage			Value
7/10 – 8/1/23		450,000		3 - 5	$	0.46-1.13	$	0.46-1.13		158-160	%	$	271,547
1/17 – 3/27/24		4,745,000		5 - 10	$	2.19-2.37	$	2.19-2.37		155-162	%	$	10,278,150
1/16 – 3/11/24		5,420,000		2.5	$	1.57-1.96	$	1.57-1.96		119-121	%	$	6,633,848
6/14 – 6/14/24		75,000		5	$	1.17	$	1.17		155	%	$	81,186
5/16 – 6/26/24		135,000		2.5	$	1.06-1.44	$	1.06-1.44		120	%	$	100,765
09/10 – 09/1/24		300,000		5	$	1.00	$	.928		158	%	$	278,526

Automatic Rescission. In the event that LetsBonk.fun ceases operations on or prior to the six-month anniversary of the original issuance date of the Series C Preferred Stock, then 50% of the Series C Preferred Stock issued shall be subject to automatic rescission and shall be returned to the Company for cancellation without further action by the holders of Series C Preferred Stock or the Company.

~~During the~~ ~~year ended December 31, 2022, the Company cancelled a total of 211,000 options to management and reallocated these to cover shares~~Placement ~~of the Company’s stock to be issued under the Company’s Incentive Stock Plan.~~Agent Warrants

~~During~~On July 24, 2025, the ~~year~~Company issued ~~ended~~to ~~December~~Dominari ~~31,~~Securities ~~2022~~LLC the Placement Agent Warrants to purchase up to an aggregate of 1,839,479 shares of common stock in relation with the ~~Company~~July 2025 Placement Agency Agreement dated July 21, 2025. Each of these warrants is exercisable ~~recognized~~for one share of common stock, has an exercise price of $20.461 per share,~~048~~ is immediately exercisable upon issuance,~~270~~ asand ~~compensation~~has ~~expense~~a ~~related~~term of exercise equal to five (5) years from the ~~option~~date ~~grants~~of issuance. AtThe ~~December~~exercise 31price is subject to adjustment, ~~2022~~pursuant ~~and~~to ~~2021~~Section 3 of these warrants, in the ~~Company~~event ~~had~~of ~~8,134,280~~ stock dividends and 4stock splits,~~584~~ subsequent rights offerings,~~280~~ ~~options~~pro ~~outstanding~~rata distributions, ~~respectively~~and fundamental transactions.

During the year ended December 31, 2023, the Company entered into five employment and director agreements under the terms of which the Company issued 400,000 five-year options, with quarterly vesting, with an exercise price between $0.49 and $1.13 and 50,000 three-year options, immediately vesting with an exercise price of $0.46. The total fair value of the options was $202,638. The fair value of the options is being amortized over the vesting period. The Company recognized $39,444 expense for the year ended December 31, 2023.

Subsequent to December 31, 2023, Mr. Guylas and Mr. Boon each purchased 1,050,000 of the above referenced options each from Mr. John and Dr. Wilson.

During the nine months ended September 30, 2024, the Company entered into nine consulting agreements under the terms of which the Company issued 5,120,000 options with vesting periods from immediate to one year with an exercise price between $1.00 and $2.37 and terms from five to ten years. The total fair value of the options totals $10,637,862. The Company recognized $6,585,000 expense for the nine months ended September 30, 2024.

Also during the nine months ended September 30, 2024, the Company granted 5,555,000 options to officers, director and employees of the Company. These options have vesting periods from immediate to three years with an exercise price between $1.06 and $2.01 and terms of five years. The total fair value of the options totals $6,734,614. The Company recognized $6,202,291 expense for the nine months ended September 30, 2024.

On September 6, 2024, the Company issued entered into a stock option agreement (the “WBC Agreement”) with Wall and Broad Capital, LLC, a Florida limited liability company (“WBC”), pursuant to which the Company issued WBC 300,000 options to purchase Company’s shares of common stock (the “Options”) with an exercise price of $1.00 per share. A copy of the WBC Agreement is filed herein as Exhibit 10.21.

2023 Private Placement of Warrants

On January 19, 2023, the Company entered into the PIPE Agreement with certain purchasers, for the issuance of 8,631,574 common stock warrants comprising of two common stock warrants, each to purchase up to one share of Common Stock per Common Warrant with an exercise price of $1.00 per share, with (a) 4,315,787 warrants being immediately exercisable for two and one-half years following 6 months from the closing of the PIPE Offering, and (b) 4,315,787 warrants being immediately exercisable for four and one-half years following 6 months from the closing of the PIPE Offering. As a result of the spin off of SRM, these exercise price of these warrants adjusted to $0.93 per share and the amount of warrants adjusted to an aggregate of 9,218,521 warrants.

Pursuant to the PIPE Agreements, registration rights agreement and the Warrants we agreed to file a registration statement and to cause such registration statement to become effective as promptly as practicable after filing, and are required to cause such registration statement to remain effective until the Common Stock offered hereby have been sold or may be freely sold without limitations or restrictions as to volume or manner of sale pursuant to Rule 144 under the Securities Act. That registration statement became effective on July 3, 2023.

The entire discussion regarding the securities PIPE Agreements, registration rights agreement and related agreements is qualified in its entirety to the forms of such agreements which have been filed as exhibits to our Current Report on Form 8-K, filed with the SEC on January 25, 2023 which are incorporated by reference into the registration statement to which this prospectus forms a part.

In addition to the warrants related to the PIPE Agreements, During the year ended December 31, 2023, the Company entered into four Investor Relations Consulting Agreements under the terms of which the Company issued a total of 1,000,000 five-year warrants, with an exercise price between $1.00 and $6.00.

2024 Private Placements

On September 20, 2024, the Company entered into a Securities Purchase Agreement with one accredited investor for the purchase of 448,029 shares of common stock, which resulted in gross proceeds of $500,000 at a price of $1.12 per share, which reflects a 10% discount from the closing price of the common stock on September 20, 2024.

On August 30, 2024, the Company entered into a Securities Purchase Agreement with one accredited investor for the purchase of (i) 3,370,787 shares at a price of $0.89 per share, which was the closing price on August 29, 2024; and (ii) 3,370,787 warrants to purchase shares of common stock at a price of $0.125 per warrant. These warrants are exercisable for a period of five years from the date of issuance and have an exercise price of $1.25 per share.

Bigger Warrants

Bigger Notes

On January 20, 2025, the Company entered into the Bigger Settlement Agreement. In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024. Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following: (i) pay Bigger Capital $375,000; (ii) issue a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the “Secured Convertible Bigger Note”); (iii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the “Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”); and (iv) 5,332,889 shares of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an exercise price of $0.4348 per share (the “Bigger Warrants”). A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement. The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6.

The Secured Convertible Bigger Note

“Stockholder Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the stockholders of the Company with respect to the transactions contemplated under the Secured Convertible Bigger Note and the other Transaction Documents (as defined in the Secured Convertible Bigger Note), including, without limitation, the issuance of all of the shares of common stock issuable thereunder, including in an amount that would, when aggregated with (i) the number of shares issued upon any prior conversions of the Convertible Bigger Note, and (ii) the number of shares issued upon any prior exercises of the Bigger Warrant, exceed 19.99% of the issued and outstanding Common Stock on January 20, 2025, at a price less than the market value of the Company’s common stock on January 20, 2025.

The Convertible Bigger Note

“Convertible Bigger Note Conversion Price” means $0.5435 per share, subject to adjustment as provided under the Convertible Bigger Note.

The Bigger Warrants

Registration Rights

Anti-Takeover Effects

Our ~~second~~third amended and restated certificate of incorporation and amended and restated bylaws will include a number of provisions that may have the effect of delaying, deferring or preventing a party from acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board rather than pursue non-negotiated takeover attempts. The provisions include the items described below.

Potential Effects of Authorized but Unissued Stock

We have shares of common stock available for future issuance without stockholder approval. We may utilize these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions or payment as a dividend on the capital stock.

The existence of unissued and unreserved common stock and preferred stock may enable our Board to issue shares to persons friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition, our Board has the discretion to determine designations, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock, all to the fullest extent permissible under the Delaware General Corporation Law and subject to any limitations set forth in our ~~second~~third amended and restated certificate of incorporation. The purpose of authorizing the Board to issue preferred stock and to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding voting stock.

Limitations of Director Liability and Indemnification of Directors, Officers and Employees

Our ~~second~~third amended and restated certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors.

Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by law, and may indemnify employees and other agents. Our amended and restated bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding.

We currently do not have a policy of directors’ and officers’ liability insurance but intend to obtain such a policy in the near future.

Our amended and restated bylaws, subject to the provisions of Delaware Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he or she reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 as amended, or the Securities Act, may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The limitation of liability and indemnification provisions in our amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

At present, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our amended and restated bylaws establish advance notice procedures with respect to ~~stockholder proposals and~~ nomination of candidates for election as directors.

Limits on Special Meetings

Special meetings ~~may~~shall be called ~~for~~only ~~any~~by: ~~purpose~~(i) ~~and~~the atBoard; ~~any~~or ~~time~~(ii) by the ~~Chairman~~secretary of the ~~Board~~Company, ~~the~~following ~~President~~receipt ~~(if~~of ~~there be~~ one) or bymore ~~any~~written ~~member~~demands to call a special meeting of the ~~Board.~~stockholders ~~Business~~from ~~transacted~~stockholders of record who own, in the aggregate, at ~~each~~least ~~special~~25% ~~meeting~~of ~~shall~~the bevoting ~~confined~~power of the outstanding shares of the Company then entitled to vote on the ~~purposes~~matter ~~stated~~or inmatters to be brought before the ~~notice~~proposed ofspecial ~~such~~meeting that complies with the procedures for calling a special meeting of the stockholders as may be set forth in our bylaws.

Election and Removal of Directors

Our Board is elected annually by our stockholders. The number of directors that shall constitute the whole Board shall not be less than three (3) nor more than seven (7) directors.

Directors are elected by a plurality of the votes of shares of our capital stock present in person or represented by proxy at a meeting and entitled to vote in the election of directors. Each director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal.

Newly created directorships resulting from any increase in the number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or any other cause may be filled, so long as there is at least one remaining director, only by the Board, provided that a quorum is then in office and present, or by a majority of the directors then in office, if less than a quorum is then in office, or by the sole remaining director. Directors elected to fill a newly created directorship or other vacancies shall hold office until such director’s successor has been duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Any director may be removed from office at any time for cause, at a meeting called for that purpose, but only by the affirmative vote of the holders of at least 66-2/3% of the voting power of all outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class.29

~~Our~~Any ~~second~~director ~~amended~~may ~~and~~be ~~restated~~removed ~~certificate~~from ofoffice ~~incorporation~~at ~~and~~any ~~amended~~time ~~and~~for ~~restated~~cause, ~~bylaws~~at doa ~~not~~meeting ~~provide~~called for ~~cumulative~~that purpose, but only by the affirmative vote of the holders of more than 50% of the voting power of all outstanding shares of our capital stock entitled to vote generally in the ~~election~~ election of directors, voting together as a single class.

Our third amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting in the election of directors.

Amendments to Our Governing Documents

The affirmative vote of the holders of at least 66-2/3% of the voting power of all outstanding shares of our capital stock entitled to vote generally in the election of directors, shall be required to adopt any provision inconsistent with, to amend or repeal any provision of, or to adopt a bylaw inconsistent with, Articles ~~Two~~Five, Seven, ~~Eight~~ and ~~Nine~~Eight of our ~~Second~~Third Amended and Restated Certificate of Incorporation.

Our amended and restated bylaws may be amended or repealed and new bylaws may be adopted by the stockholders and/or the Board. Any bylaws adopted, amended or repealed by the Board may be amended or repealed by the stockholders.

Listing

Our ~~Common~~common ~~Stock~~stock ~~and~~is ~~warrants are~~ listed on Nasdaq under the ~~symbols~~symbol “~~SHOT~~BNKK” ~~and “SHOTW”, respectively~~.

Transfer Agent, Warrant Agent and Registrar

The transfer agent and registrar for our ~~Common~~common ~~Stock~~stock offered in this Offering is ClearTrust, LLC.

PLAN OF DISTRIBUTION

The Selling Stockholders may, from time to time, sell any or all of their securities covered hereby on Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling securities:

●	ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;

●	block trades in which the broker dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●	purchases by a broker dealer as principal and resale by the broker dealer for its account;

●	an exchange distribution in accordance with the rules of the applicable exchange;

●	privately negotiated transactions;

●	settlement of short sales;

●	in transactions through broker dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

●	a combination of any such methods of sale; or

●	any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker dealers engaged by the Selling Stockholders may arrange for other brokers dealers to participate in sales. Broker dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholders has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

LEGAL MATTERS

Certain legal matters related to the securities offered by this prospectus will be passed upon on our behalf by ~~The~~Lucosky ~~Sichenzia~~Brookman ~~Ross Ference Carmel~~ LLP. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.

EXPERTS

Our financial statements as of December 31, 2024 and 2023 incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2024 have been so incorporated in reliance on the report of M&K CPAs, PLLC (“M&K”), an independent registered public accounting firm, as set forth in their report thereon, given on the authority of said firm as experts ~~in auditing and accounting. Our financial statements as of December 31, 2023 incorporated~~ in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of M&K, as set forth in their report thereon, given on the authority of said firm as experts in auditing and accounting.

Where you can find more information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. We have also filed a registration statement on Form S-1, including exhibits, under the Securities Act with respect to the shares of Common Stock offered by this prospectus. This prospectus is part of the registration statement, but does not contain all of the information included in the registration statement or the exhibits. Our SEC filings are available to the public on the internet at a website maintained by the SEC located at http://www.sec.gov. Those filings are also available to the public on, or accessible through, our website under the heading “~~Investors~~SEC ~~Relations~~Filings” at at https://www.safetyshotofficial.com. The information on our ~~web site~~website, however, is not, and should not be deemed to be, a part of this prospectus.

5832

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus. This prospectus incorporates by reference the documents and reports listed below (other than portions of these documents that are either (1) described in paragraph (e) of Item 201 of Regulation S-K or paragraphs (d)(1)-(3) and (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) deemed to have been furnished and not filed in accordance with SEC rules, including Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 (including any financial statements or exhibits relating thereto furnished pursuant to Item 9.01)), unless otherwise indicated therein:

● Our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Annual Report”), filed with the SEC on March 28, 2025.; ● Our Quarterly ~~Report~~Reports on Form 10-Q for the three months ended March 31, 2025;, June 30, 2025, and September 30, 2025, filed with the SEC on May 15, 2025, August 14, 2025, and November 19, 2025, respectively; ● Our Current Reports on Form 8-K and Form 8-K/A, filed with the SEC January 033, ~~2024~~2025, January 058, ~~2024~~2025, January 1610, ~~2024~~2025, January 1710, ~~2024~~2025, January 1921, ~~2024~~2025, ~~February~~January 0222, ~~2024~~2025, ~~February~~January 0623, ~~2024~~2025, ~~February~~January 1424, ~~2024~~2025, ~~February~~January 1531, ~~2024~~2025, February 223, ~~2024~~2025, February 274, ~~2024~~2025, February 287, ~~2024~~2025, ~~March~~February 0110, ~~2024~~2025, ~~March~~February 0424, ~~2024~~2025, ~~March~~February 1326, ~~2024~~2025, ~~March~~February 1328, ~~2024~~2025, March 184, ~~2024~~2025, March 19, ~~2024~~2025, March 2031, ~~2024~~2025, ~~March 28, 2024,~~ April 54, ~~2024~~2025, April 0910, ~~2024~~2025, ~~April,~~May 227, ~~2024~~2025, ~~April~~May 2615, ~~2024~~2025, May 0323, ~~2024~~2025, May 0627, ~~2024~~2025, May 1328, ~~2024~~2025, May 1429, ~~2024~~2025, ~~May~~June 153, ~~2024~~2025, ~~May~~June 304, ~~2024~~2025, June 0313, ~~2024~~2025, June 0416, ~~2024~~2025, June 0520, ~~2024~~2025, June 0623, ~~2024~~2025, June 2527, ~~2024~~2025, June 2630, ~~2024~~2025, ~~June~~July 272, ~~2024~~2025, ~~June~~July 289, ~~2204~~2025, July 089, ~~2024~~2025, July 15, ~~2024~~2025, ~~August~~July 0217, ~~2024~~2025, ~~August~~July 0524, ~~2024~~2025, ~~August~~July 1231, ~~2024~~2025, August 165, ~~2024~~2025, August 2814, ~~2024~~2025, August 2919, ~~2024~~2025, ~~September~~August 0529, ~~2024~~2025, September 064, ~~2024~~2025, September 199, ~~2024~~2025, ~~September~~October 248, ~~2024~~2025, ~~September~~October 2614, ~~2024~~2025, ~~September 30, 2024,~~ October 0916, ~~2024~~2025, November 14, ~~2024~~2025, November 6, ~~2024~~2025, ~~November~~and ~~13,2024,~~ November 147, ~~2024,~~2025; ~~December~~● ~~10,~~Our ~~2024,~~Preliminary ~~December~~and ~~12,~~Definitive ~~2024,~~Proxy ~~December~~Statements ~~20,~~on ~~2024,~~Schedule ~~January 3~~14A, ~~2025,~~filed ~~January~~with 8,the ~~2025,~~SEC ~~January~~on April 10, 2025, ~~January~~and 21May 6, 2025,; ~~January~~● ~~23,~~Our ~~2025,~~Preliminary ~~January~~and ~~24,~~Definitive ~~2025,~~Proxy ~~January~~Statements ~~31,~~on ~~2025,~~Schedule ~~February 3~~14A,2 ~~025,~~filed ~~February~~with 4,the ~~2025,~~SEC ~~February~~on 7August 29, 2025, ~~February~~September 1026, 2025, ~~February~~October 246, 2025, ~~February~~and 26October 15, 2025,; ~~February~~and ~~28,~~● ~~2025,~~Our ~~March~~Preliminary 4,and ~~2025,~~Definitive ~~March~~Proxy ~~31,~~Statements ~~2025,~~on ~~April~~Schedule 414A, ~~2025,~~filed ~~April~~with ~~10,~~the ~~2025,~~SEC ~~May~~on 7November 21, 2025 and ~~May~~December 151, 2025.

We also incorporate by reference the information contained in all other documents we will file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than portions of these documents that are either (1) described in paragraph (e) of Item 201 of Regulation S-K or paragraphs (d)(1)-(3) and (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) deemed to have been furnished and not filed in accordance with SEC rules, including Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 (including any financial statements or exhibits relating thereto furnished pursuant to Item 9.01, unless otherwise indicated therein)) after the date of the initial registration statement and prior to the effectiveness of this registration statement and prior to the completion of the offering of all securities covered by this prospectus and any applicable prospectus supplement. The information contained in any such document will be considered part of this prospectus from the date the document is filed with the SEC.

If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the information incorporated by reference into this prospectus. Any such request should be directed to:

~~Safety Shot~~Bonk, Inc.

~~1061~~18801 E.N ~~Indiantown~~Thompson ~~Rd.,~~Peak ~~Suite.~~Pkwy ~~110~~Ste 380

~~Jupiter~~Scottsdale, FLAZ ~~33477~~85255

(561) 244-7100

You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any applicable prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. The selling stockholder is not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.

5933

~~Safety~~ ~~Shot~~31,839,533 ~~Inc.~~ Shares of Common Stock

	Page
Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024 (Audited)	F-2
Consolidated Statements of Operations for the Three-Months Ended March 31, 2025 and 2024 (Unaudited)	F-3
Consolidated Statements of Shareholders’ Equity for the Three-Months Ended March 31 2025 and 2024 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the Three-Months Ended March 31, 2025 and 2024 (Unaudited)	F-5
Notes to the Consolidated Financial Statements (Unaudited)	F-6

Bonk, Inc.

F-1

Safety Shot, Inc.

Consolidated Balance Sheets

As of March 31, 2025 and December 31, 2024

	Three Months Ended March 31, 2025			Year ended December 31, 2024
	(Unaudited)			(Audited)
Assets
CURRENT ASSETS
Cash	$	329,285			348,816
Marketable Securities		54,720			54,720
Inventory		338,995			233,510
Account receivable		28,704			283,561
Prepaid expenses and deposits		2,230,285			920,189
Investment in Yerbae Brands		525,000			225,000
Investment in Affiliate		3,000			3,000
Other current assets
Note Receivable		521,444			511,557
Total current assets		4,031,433			2,580,353
NONCURRENT ASSETS
Right of use assets		252,435			299,722
Intangible assets, net of amortization		4,325,859			4,364,321
Fixed assets, net of depreciation		85,064			94,007
Property, plant and equipment, net		85,064			94,007
Total noncurrent assets
Total assets	$	8,694,791		$	7,338,403
Liabilities and Shareholders’ Equity
CURRENT LIABILITIES
Accounts Payable	$	2,841,666		$	2,218,810
Convertible notes		5,341,875			5,250,000
Current portion of lease liability		223,835			212,964
Accrued expenses		539,092			1,433,245
Note payable
Accrued liabilities		190,676			234,360
Covid - 19 SBA Loan		48,132			47,928
Advances
Total current Liabilities		9,185,276			9,397,307
NONCURRENT LIABILITIES
Notes payable, non-current portion
Long-term portion lease liability		52,153			114,148
Total noncurrent liabilities
Total liabilities		9,237,429			9,511,455
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 and 250,000,000 shares authorized, of which 75,176,604 and 62,640,314 shares issued and outstanding as of March 31, 2025 and December 31, 2024		75,177			62,640
Additional paid-in capital		117,854,689			110,856,719
Common stock payable		1,944,776			1,997,936
Accumulated deficits		(120,417,280	)		(115,090,347	)
Total Shareholders’ Equity		(542,638	)		(2,173,052	)
Total Liabilities and Shareholders’ Equity	$	8,694,791		$	7,338,403

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

F-2

Safety Shot, Inc.

Consolidated Statement of Operations

For the Three Months Ended March 31, 2025 and 2024

(Unaudited)

	2025			2024
	Three Months Ended March 31,
	2025			2024
Revenue
Sales	$	42,101		$	170,732
Cost of Sales		21,112			2,383,285
Gross profit		20,989			(2,212,553	)
Operating expense
General and administrative expenses		5,411,324			12,956,552
Sales, advertising and marketing
Total operating expenses		5,411,324			12,956,552
Other income / (expense)
Interest income		11,376			4,032
Interest expense		(103,450	)		(61,831	)
Gain on sale of marketable securities		180,556			151,388
Unrecognized loss on equity investment		-			(599,155	)
Other income / (expense)		(25,080	)		-
Total other income (expense)		63,402			(505,566	)
Net loss before other expense
Interest and accretion expense
Net loss before income taxes
Income tax expense
Net (loss) from continuing operations
Income (loss) from discontinued operations
Net Loss	$	(5,326,933	)	$	(15,674,671	)
Deemed Dividend
Loss attributable to shareholders
Net (loss) per share:
Basic	$	(0.08	)	$	(0.33	)
Diluted
Loss per share attributed to common shareholders
Weighted average number of shares
Basic		69,258,402			47,435,503
Diluted

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

F-3

Safety Shot, Inc.

Consolidated Statement of Shareholders’ Equity

For the Three Months Ended March 31, 2025 and 2024

(Unaudited)

	Shares			Amount		Payable			Capital		Deficits			Total
	Common Stock					Common Stock			Additional Paid-In		Accumulated
	Shares			Amount		Payable			Capital		Deficits			Total
Balance, December 31, 2023		45,634,154	-	$	45,634	$	725,230		$	73,726,987	$	(65,680,715	)	$	8,817,136
Shares issued in Public Offering
Shares issued in Public Offering, Shares
Shares issued for services and stock payable
Shares issued for services and stock payable, shares
Purchase of intangible asset
Purchase of intangible asset, shares
Warrant conversions related to offerings
Warrant conversions related to offerings, shares
Warrant conversions related to promissory notes
Warrant conversions related to promissory notes, shares
Deconsolidation of SRM Entertainment and change to equity method of accounting
Fair value of price reduction on conversion price for notes and warrants
Fair value of warrants granted for services
Promissory note conversion
Promissory note conversion, shares
Fair value of warrants granted for services
Fair value of options granted for services
Shares issued in Private Placements for cash
Shares issued in Private Placements for cash, shares
Common Stock issued from stock payable for services		100,000			100		(113,500	)		113,400		-			-
Common Stock issued from stock payable on extinguishment of debt		262,000			262		(245,044	)		244,782		-			-
Common Stock due for services		-			-		48,400			-		-			48,400
Common Stock due on warrant conversions		-			-		2,800			-		-			2,800
Common Stock issued for services		450,000			450		-			614,050		-			614,500
Common Stock due for bonus
Common Stock issued for litigation settlement			-
Common Stock issued for litigation settlement, shares
Common Stock issued for private placement
Common Stock issued for private placement, shares
Common Stock issued for warrant conversions		2,774,119			2,774		-			3,789,441		-			3,792,215
Fair value of options granted		-			-		-			7,970,134		-			7,970,134
Net loss for the three months ended March 31, 2024		-			-		-			-		(15,674,671	)		(15,674,671	)
Balance, March 31, 2024		49,220,273	-	$	49,220	$	417,886		$	86,458,794	$	(81,355,386	)	$	5,570,514
Balance, December 31, 2024		62,640,314	-	$	62,640	$	1,997,936		$	110,856,719	$	(115,090,347	)	$	(2,173,052	)
Balance		62,640,314	-	$	62,640	$	1,997,936		$	110,856,719	$	(115,090,347	)	$	(2,173,052	)
Common Stock issued for services		1,570,000			1,570		(756,250	)		1,713,930		-			959,250
Common Stock due for bonus		-			-		347,500			-		-			347,500
Common Stock issued for litigation settlement		1,927,640			1,928		(809,608	)		807,680		-			-
Common Stock issued for private placement		9,038,650			9,039		1,165,198			3,797,734		-			4,971,971
Fair value of options granted		-			-		-			678,626		-			678,626
Net loss for the three months ended March 31, 2025		-	-		-		-			-		(5,326,933	)		(5,326,933	)
Balance, March 31, 2025		75,176,604	-	$	75,177	$	1,944,776		$	117,854,689	$	(120,417,280	)	$	(542,638	)
Balance		75,176,604	-	$	75,177	$	1,944,776		$	117,854,689	$	(120,417,280	)	$	(542,638	)

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

F-4

Safety Shot, Inc.

Consolidated Statement of Cash Flows

For the Three Months Ended March 31, 2024 and 2023

(Unaudited)

	2025			2024
	Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net (loss)	$	(5,326,933	)	$	(15,674,671	)
Adjustment to reconcile net income to net cash provided by (used in) operating activities
Performance shares granted upon consummation of RTO
Stock-based payments for services
Stock Based compensation		959,250			662,900
Depreciation & Amortization		110,792			104,501
Gain on sale of equipment
Lease expense
Interest expense
Accretion expense
Gain on sale of fixed assets
Fair value of options issued for services
Fair value of warrants issued for services
Fair value of shares issued from Convertible note extinguishment
Fair value of options granted		678,626			7,970,134
Stock due on warrant conversion		-			2,800
Fair value of stock due for bonus		347,500			-
Unrealized loss on equity investment		-			599,155
Realized gain/loss on sale of marketable securities
Unrealized loss on marketable securities		-			130,066
Net gain on sale of marketable securities		-			(280,395	)
Bad debt expense
Gain on sale of SRM stock
Accrued losses on settlements
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Change in operating assets and liabilities:
Accrued interest
Prepaid expenses and deposits		(1,310,094	)		(90,638	)
Right of Entry asset		47,287			43,404
Accounts receivable		254,857			432
Inventory		(105,485	)		392,061
Other assets
Accounts payable		622,856			(439,997	)
Accrued liabilities		44,355			238,507
Accrued Loss on Settlements		(900,001	)		-
Lease liability		(51,124	)		(46,188	)
Net cash (used in) continuing operating activities		(4,628,114	)		(6,387,929	)
Cash flows from discontinued operating activities:
Income (loss) from discontinued operations
Reclassification of assets and liabilities to held for sale
Cash provided from discontinued operations
Cash flows from investing activities:
Recapitalization
Proceeds from the sale of equipment
Cash paid for purchase of assets
Cash paid for marketable securities
Cash paid for purchase of intangible assets
Cash paid for SRM Inc.
Cash received from SRM Ltd. loan repayment
Cash paid for investment GBB		(63,388	)
Cash paid for investment Yerbae Brands		(300,000	)		-
Proceeds from sale of marketable securities		-			808,720
Net change to value of marketable securities
Cash paid for intangible assets
Purchase of equipment
Proceeds from sale of assets
Net cash provided (used in) by investing activities		(363,388	)		808,720
Cash flows from financing activities:
Proceeds from debt instruments and notes payable
Payments on debt instruments and notes payable
Proceeds from note - related party
Advances from Safety Shot
Proceeds from issuance of common stock and warrants
Cash received upon exercise of options
Cash received upon warrant conversions
Deconsolidation of subsidiary
Shares issued for private placements
Loans to affiliates
Borrowings on debt
Payments on debt
Proceeds from private placements		4,971,971			-
Proceeds from warrant conversions		-			3,792,215
Net cash provided by (used in) financing activities		4,971,971			3,792,215
Net (decrease) in cash and cash equivalents		(19,531	)		(1,786,994	)
Cash and cash equivalents at the beginning of the period		348,816			3,833,349
Cash and cash equivalents at the end of the period	$	329,285		$	2,046,355
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Conversion of notes payable to common stock
Reverse takeover transaction
Common Stock issued for service		756,250			-
Common stock issued from stock payable on note extinguishment	$	-		$	245,044
Shares issued for loss on settlement with Intracoastal	$	809,608		$	-
Non-cash items:
Reclassification of Held to Maturity investments to Marketable Securities
Shares issued from stock payable for services
Shares issued for GBB asset purchase
Reclassification for SRM Ltd deconsolidation
Conversion of promissory note for common stock
Common stock issued from stock payable on extinguishment of debt
Common stock issued from stock payable on convertible note

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

F-5

SAFETY SHOT, INC.

Notes to Financial Statements

For the Three Months Ended March 31, 2025 and Year Ended December 31, 2024

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 Sure Shot (the “Sure Shot Dietary Supplement”), 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 launched the Sure Shot Dietary Supplement in December 2023.

Schedule of Wholly-owned Consolidated Subsidiaries

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.

The Company generates revenue through the sale of the Sure Shot Dietary Supplement available online and several Big Box retail stores. 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.

Going Concern Consideration

As of March 31, 2025, and December 31, 2024, the Company had accumulated deficits of $120,417,280 and $115,090,347, respectively, and cash flow used in operations of $4,628,114 and $18,089,748 for the three months ended March 31, 2025, and year ended December 31, 2024. The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. At March 31, 2025 and December 31, 2024, the Company had $329,285 and $348,816 respectively, in cash and negative working capital of $5,153,844 and $6,816,953, respectively. These conditions have raised substantial 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 subsidiary, Jupiter Wellness Investments, Inc., a Florida corporation. All intercompany accounts and transactions have been eliminated.

F-6

Segment Reporting

The Company operates as a single reportable segment. The Chief Operating Decision Maker (CODM) (our CEO, Jarrett Boon) reviews the financial performance of the company on a consolidated basis and makes decisions regarding resource allocation at that level. As a result, the company has determined that it operates in a single operating segment in accordance with Accounting Standards Codification (ASC) 280, Segment Reporting. The company’s product is a dietary drink supplement. Revenues from external customers are derived from e-commerce, distributors, and direct to retail consumers. The company only operates in the United States.

Debt Extinguishment and Modification

Any changes or modification to debt instruments must be examined to determine if the modification has any significant effect. If the changes or modifications are material, the change or modification must be accounted for as an extinguishment. If determined to be an extinguishment, the change or modification to the original debt is derecognized and a new debt is recognized. Any difference in the fair value is recognized as a gain or loss on extinguishment.

Equity Method for Investments

Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary.

Asset Purchases

The Company accounts for an acquisitive transaction determined to be an asset purchase based on the cost accumulation and allocation method, under which the costs to purchase the asset or set of assets are allocated to the assets acquired. No goodwill is recorded in connection with an asset purchase.

Investments in Marketable Securities

The Company’s Marketable Securities are considered Held-For-Trading (“HFT”) or Trading Assets. HTF- Trading securities are valued at their fair value when purchased/sold, and any unrealized gains or losses are recorded periodically on financial reporting dates as other income or loss.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

F-7

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were no cash equivalents as of March 31, 2025, or December 31, 2024.

Inventory

Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write- offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. During the three months ended March 31, 2025, the Company had no write-downs or write-offs. During the corresponding period for 2024, the Company took a write down of certain raw materials and finished goods totaling $1,744,714, due to rebranding issues.

Sale of SRM Entertainment, Inc.

On August 14, 2023, SRM Entertainment, Inc. (“SRM”), completed its purchase of SRM Entertainment, Ltd, previously a wholly owned subsidiary of the Company and consummated its Initial Public Offering (“IPO”). Pursuant to the sale, the Company received 4,500,000 shares of SRM’s common stock. At March 31, 2025 and December 31, 2024, the Company held 2,347,142 and 2,613,342 shares of SRM ‘s common stock, respectively, which are considered marketable securities. SRM has a lock-up agreement with the Company covering 2,347,142 shares, under the terms of which the Company has agreed not to sell any shares until January 2026.

Trading Securities

Securities that the Company intends to sell are classified as trading securities. Trading securities are carried at fair value with gains and losses recognized in current period earnings.

Net Loss per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share.

Schedule of Net Loss per Common Share

	2025			2024
	For the Three Months Ended March 31,
	2025			2024
Numerator:
Net (loss)	$	(5,326,933	)	$	(15,674,671	)
Denominator:
Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period		69,258,402			47,435,503
Denominator for diluted earnings per share		69,258,402			47,435,503
Basic (loss) per share	$	(0.08	)	$	(0.33	)
Diluted (loss) per share	$	(0.08	)	$	(0.33	)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Revenue Recognition

The Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customers”).

The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied.

The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date.

F-8

Accounts Receivable and Credit Risk

Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the three months ended March 31, 2025 and year ended December 31, 2024, the Company recognized no allowance for doubtful collections.

Impairment of Long-Lived Assets

We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.

Intangible Assets

Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.

The Company’s evaluation of its long-lived assets resulted in no impairment during the three months ended March 31, 2025, or year ended December 31, 2024.

Research and Development

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $9,005 and $141,494 for the three-months ended March 31, 2025, and 2023, respectively.

Stock Based Compensation

The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant- date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants and share-based payments issued to non-employees for goods or services. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.

The Company’s deferred tax asset at March 31, 2025 and December 31, 2024, consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $15,362,309 and $14,660,582, respectively, less a valuation allowance in the amount of $15,362,309 and $14,660,582,

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (i) affiliates of the Company; (ii) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (iii) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (iv) principal owners of the Company; (v) management of the Company; (vi) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (vii) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

F-9

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, enhancing segment reporting requirements under ASC 280. This ASU aims to provide investors with more detailed information about a public entity’s reportable segments, including those with a single reportable segment. The Key Provisions include :

1. Enhanced Expense Disclosures: Public entities must now disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included in each reported measure of segment profit or loss. 2. Disclosure of Other Segment Items: Entities are required to disclose an amount for “other segment items” by reportable segment, representing the difference between reported segment revenues and the sum of significant segment expenses and the reported measure of segment profit or loss. A qualitative description of the composition of these other segment items is also required. 3. Interim Reporting Requirements: All annual disclosures about a reportable segment’s profit or loss and assets, including the new disclosures introduced by ASU 2023-07, must now be provided in interim periods as well. 4. Single Reportable Segment Entities: Public entities with a single reportable segment are explicitly required to provide all segment disclosures mandated by ASC 280, including those introduced by ASU 2023-07. This clarification ensures that users receive comprehensive information about the entity’s operations and performance. 5. Disclosure of CODM Information: Entities must disclose the title and position of the CODM and explain how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and allocating resources.

These amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the ASU for the year ended December 31, 2024.

Note 3 - Accounts Receivable

At March 31, 2025 and December 31, 2024, the Company had accounts receivable of $28,704 and $283,561, respectively.

Note 4 - Prepaid Expenses and Deposits

At March 31, 2025, the Company had prepaid expenses and deposits totaling $ 2,230,285 consisting of $1,967,890 which includes a balance of $1,536,261 of the Company’s prepaid IR Campaign and other dues and subscriptions, $169,324 of prepaid insurance, $55,116 of security deposits and $37,878 of deposits on raw materials At December 31, 2024, the Company had prepaid expenses and deposits of $920,189, consisting of $193,074 of raw materials, prepaid insurance of $260,943, security deposits of $55,116 and other prepaids of $411,056.

Note 5 - Inventory

At March 31, 2025, the Company had inventory of $338,995 consisting of $242,377 of raw materials and $96,618 of finished goods. At December 31, 2024, the Company had inventory of $233,510, consisting of $132,785 of raw materials and packaging supplies and $ 100,725 of finished goods.

F-10

Note 6 - Marketable Securities

Effective August 14, 2023, the Company sold its former wholly-owned subsidiary SRM Entertainment, Inc. (“SRM”) and SRM consummated its Initial Public Offering (“IPO”)(see Sale of SRM Entertainment, Inc. included in Note 2. Above). At March 31, 2025 the Company held 2,347,142 shares of common stock of SRM which are considered marketable securities. SRM has a lock-up agreement covering the 2,347,142 shares under the terms of which the Company has agreed not to sell any shares until January 2026.

Note 7 - Investment in and Loans to Affiliates

On September 23, 2024, in anticipation of the acquisition of Yerbae Brands Corp. (“Yerbae”) described in detail in the “ITEM 1. BUSINESS, Recent Developments” section of this document (the “Acquisition”), the Company entered into a loan agreement with Yerbae whereby it agreed to provide a loan in the aggregate principal amount of up to $500,000. In further preparation for the Acquisition, on December 10, 2024, the Company entered into a Letter of Intent (“LOI”) whereby it agreed to fund up to $3,000,000 in Yerbae payables upon payment due date to Yerbae’s vendors and suppliers. The Company has paid $525,000 towards the $3,000,000 committed pursuant to the LOI. The principal balance plus accrued interest of the loan to Yerbae is $521,444 and $511,557 as of March 31, 2025 and December 31, 2024, respectively.

Note 8 - Intangible Assets

Safety Shot Acquisition

On July 10, 2023, the Company entered into an Asset Purchase Agreement (the “APA”) with GBB Drink Lab, Inc. (“GBB”) under the terms of which the Company acquired certain assets of GBB (the “Purchased Assets”) which included the patents for a blood alcohol reduction product Safety Shot, an over-the- counter dietary supplement that can lower blood alcohol content by supporting its metabolism. The purchase price was 5,000,000 shares of the Company’s restricted common stock, valued at $2,468,500, plus $2,460,664 in cash and additional amounts based upon achieving certain benchmarks. The transaction was accounted for as a single asset purchase and the entire purchase price of $4,929,164 was allocated to the patents. The APA also contains two earn-out provisions that entitle GBB to additional consideration for the Purchased Assets in the maximum amount of $5,500,000 as follows: (i) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $11,000,000 from exercises of the Company’s $1.00 Warrants at an exercise price of $1.00 per Common Share (“Milestone 1”), the Company shall pay to the Seller $2,500,000 payable in cash; and (ii) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $14,000,000 from exercises of the Company’s outstanding July 2021 Warrants at an exercise price of $1.40 per Common Share (“Milestone 2” and collectively with Milestone 1, the “Earn-Out Milestones” and individually, an “Earn-Out Milestone”), the Company shall pay to the Seller an additional $3,000,000 in cash. In December 2023, the Company paid an additional $2,000,000 under the earn-our provisions which was allocated to the patents. As of March 31, 2025, GBB is entitled to an additional payment of $175,000 under Milestone (i).

F-11

The patents are being amortized over twelve years (the remaining 12-year life of the patents). During the three months ended March 31, 2025 and year ended December 31, 2024, the Company recognized $101,850 and ,$407,400 of amortization expense, respectively.

Summary of transaction and carrying value:

Summary of Transaction and Carrying Value

Purchase price:			Allocation of Purchase price:
Cash	$	2,524,052	Patents	$	4,992,552
Fair value of stock issued		2,468,500	Amortization		(666,693	)
	$	4,992,552	Balance	$	4,325,859

Note 9 – Accrued Interest and Liabilities

At March 31, 2025 and December 31, 2024, the Company had accrued liabilities totaling $539,092, which included $175,000 contingent liability to GBB and $364,092 of accrued losses on two settlement cases, and $1,433,245, which included accrued losses on four settlement agreements, respectively.

Note 10 - Convertible Notes Payable

On January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the “Secured Convertible Bigger Note”); and (ii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the “Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”). The Bigger Settlement Agreement was filed with the 2024 Annual Report on Form 10-K as Exhibit 10.32. The Secured Convertible Bigger Note and Secured Convertible Note were also filed with the 2024 Annual Report on Form 10-K as Exhibits 4.5 and 4.6. The notes entered were due to a legal settlement and no cash was received. This amount was recorded as a loss on settlement as of December 31, 2024.

The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the years ended December 31, 2024 and 2023:

Schedule of Convertible Promissory Notes

Principal Balance, December 31, 2023	$	1,500,000
Note converted to stock – paid in full		(1,500,000	)
Convertible Note issued in settlement to Bigger Capital	$	5,250,000
Principal Balance, December 31, 2024	$	5,250,000

Interest expense related to the above Notes for the three months ended March 31, 2025 was $91,875.

Note 11 – Covid-19 SBA Loans

During the year ended December 31, 2020, the Company applied for and received $55,700 under the Economic Injury Disaster Loan Program (“EIDL”), which is administered through the Small Business Administration (“SBA”). During 2021, the SBA notified the Company that the terms of the EIDL are a term of 30 years and an interest rate of 3.75%. The balance of the EIDL at March 31, 2025 and December 31, 2024 was $48,132 and $47,928, respectively.

F-12

Note 12 - Capital Structure

Preferred Stock - The Company is authorized to issue a total of 100,000 shares of preferred stock with par value of $0.001. No shares of preferred stock are issued and outstanding.

Common Stock - The Company is authorized to issue a total of 100,000,000 and 250,000,000 shares of common stock with par value of $0.001. As of March 31, 2025 and December 31, 2024, there were 75,176,604 and 62,640,314 shares of common stock issued and outstanding, respectively.

Year ended December 31, 2024 issuances:

Shares issued in Private Placement for Cash

During the year ended December 31, 2024, the Company had three take-down under its S-3 Registration Statement under which the Company issued a total of 8,130,837 unrestricted shares of its common stock with a fair value of $10,625,519.

Shares issued for services

During the year ended December 31, 2024 the Company issued a total of 2,727,436 restricted shares of its common stock for services for a total fair value of $4,077,050

Shares issued for employee bonuses

During the year ended December 31, 2024, the Company issued a total of 750,000 restricted shares of its common stock for employee bonuses for a total fair value of $1,043,250.

Shares issued for option exercises

During the year ended December 31, 2024, the company issued a total of 153,000 restricted shares of its common stock for cash payments of $76,000 for options exercised.

Shares issued for warrant conversions

During the year ended December 31, 2024, the Company issued a total of 2,996,127 restricted shares of its common stock for cash payments of $3,962,714 for warrant conversions.

Shares issued from stock in connection with extinguishment of convertible notes

During the year ended December 31, 2024, the Company issued a total of 2,248,760 restricted shares of its common stock for a fair value of $1,802,434 for extinguishment of convertible notes.

The following table summaries the issuances of the Company’s shares of common stock for the year ended December 31, 2024 as follows:

Schedule of Stock Holders

Balance December 31, 2023			45,634,154
Balance			45,634,154
Shares issued in Private Placements for cash			8,130,837
Shares issued for services			2,727,436
Shares issued for employee bonuses			750,000
Shares issued for option exercises			153,000
Shares issued for warrant conversions			2,996,127
Shares issued from stock in connection with extinguishment of convertible notes			2,248,760
Balance December 31, 2024			62,640,314
Balance			62,640,314

Three months ended March 31, 2025 issuances:

Shares issued for services

During the three months ended March 31, 2025, the Company entered into three consulting agreements under which the Company issued a total of 1,570,000 shares of restricted common stock for services valued at $1,715,500, based upon the closing market price of the Company’s stock on the date of the related agreements.

Common Stock issued for private placement

During the three months ended March 31, 2025, the Company had five take-downs under its S-3 Registration Statement under which the Company issued a total of 9,038,650 unrestricted shares of its common stock with a fair value of $4,971,971.

F-13

Common Stock issued for loss on settlement

The following table summarizes the issuances of the Company’s shares of common stock for the three months ended March 31, 2024 as follows:

Balance December 31, 2024			62,640,314
Common Stock issued for services			1,570,000
Common Stock issued for private placement			9,038,650
Common Stock issued for loss on settlement			1,927,640
Balance March 31, 2025			75,176,604

Common Stock Payable –

During the three months ended March 31, 2025 the Company the company issued 1,927,640 shares valued at ($809,608) and 625,000 shares valued at $756,250 from common Stock Payable at December 31, 2024 and recorded $347,500 for shares due for a bonus and $1,165,198 for shares to be issued in a private placement.

During the year ended December 31, 2024, the Company issued $358,543 in stock out of the 2023 balance and the Company entered into agreements to issue stock with a fair value of $756,250 for 625,000 shares of stock and a settlement agreement for the cash value of $875,000 for 1,594,097 shares of stock. The balance at year end December 31, 2024 is $1,997,936.

The following table summarizes the activity of the Company’s common stock payable for the three months ended March 31, 2024 as follows:

Schedule of Common Stock Payable

Balance		2025
Balance December 31, 2024	$	1,997,936
Common Stock issued for services		(756,250	)
Common Stock issued for loss on settlement		(809,608	)
Common Stock due of executive bonus		347,500
Common Stock due from private placement		1,165,198
Balance March 31, 2025	$	1,944,776

Note 13 - Warrants and Options

Warrants

During the year ended December 31, 2024, the Company reached a settlement with Bigger Capital Fund LP, (“Bigger”) for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024 (see Note 14). Under the terms of the Settlement the Company agreed to cancel 1,656,050 original warrants with an exercise price of $1.40 held by Bigger in exchange for 5,332,889 “exchange” warrants with an exercise price of $0.4348. The fair value of the exchange warrants is $2,732,329 which is offset by the unamortized value of $439,028 of the original warrants.

Schedule of Fair value Using Black Scholes Method

							Market
	Relative		Term		Exercise		Price on		Volatility			Risk-free
Reporting Date	Fair Value		(Years)		Price		Grant Date		Percentage			Rate
1/17/25	$	2,732,329		5	$	0,4348	$	0,5435		161	%		0.0442

On August 30, 2024, the Company entered into a Securities Purchase Agreement with an affiliate for the purchase of 3,370,787 shares of the company’s common stock for a purchase price of $3,000,000 (market price of $0.89 per share) and 3,370,787 Common warrants for a purchase price of $421,348 (priced at $0.125 per share). The warrants have a 5five-year term and an exercise price of $0.89 per share.

The following tables summarize all warrants outstanding as of March 31, 2025 and December 31, 2024, and the related changes during the period. Exercise price is the weighted average for the respective warrants at end of period.

Summary of Warrant Outstanding

	Number of			Wtd. Average
	Warrants			Exercise Price
Balance at December 31, 2023		14,751,835		$	2.00
Warrants cancelled in the Bigger Settlement		(1,656,050	)		(1.40	)
Warrants issued in the Bigger Settlement		5,332,889			0.43
Warrants issued in a private placement		3,370,787			0.89
Warrants converted into common stock		(2,996,127	)		(1.32	)
Warrants issued in a private placement		2,753,304			0.45
Balance at December 31, 2024 and March 31, 2025		21,556,638		$	1.80
Warrants Exercisable at December 31, 2024 and March 31, 2025		21,556,638		$	1.80

F-14

Stock Options

During the three months ended March 31, 2024, the Company entered into seven consulting agreements under the terms of which the Company issued 4,745,000 options with vesting periods from immediate to one year with an exercise price between $2.19 and $2.37 and terms from five 5 to ten years. The total fair value of the options totals $10,278,150. The Company recognized $2,588,196 expense for the three months ended March 31, 2024.

Also during the three months ended March 31, 2024, the Company granted 5,420,000 options to officers, director and employees of the Company. These options have vesting periods from immediate to one year with an exercise price between $1.57 and $1.96 and terms of five years. The total fair value of the options totals $6,633,848. The Company recognized $5,381,938 expense for the three months ended March 31, 2024.

During the three months ended March 31, 2025, the Company entered into a consulting agreement under the terms of which the Company issued 500,000 options with 250,000 options vesting on August 21, 2025 and 250,000 vesting on February 21. 2026. The total fair value of the options totals $205,165

The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date.

	Number of		Term		Exercise		Market Price on Grant		Volatility
Reporting Date	Options		(Years)		Price		Date		Percentage			Fair Value
1/17 - 3/27/24		4,745,000		5	$	2.19 - 2.37	$	2.19 - 2.37		155–162	%	$	10,278,150
1/16 - 3/11/24		5,420,000		5 - 10	$	1.57 – 1.96	$	1.57 – 1.96		119-121	%	$	6,633,848
02/21/25		500,000		5	$	0.45	$	0.42		161-162	%	$	205,165

Note 14 - Commitments and Contingencies

The Company entered into an office lease Effective July 1, 2021. The primary term of the lease is five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows:

Schedule of Minimum Annual Lease Payments

Primary Period	Amount		Amount During Renewal Period	Amount
July 1 to June 30, 2022	$	180,456	July 1 to June 30, 2027	$	240,662
July 1 to June 30, 2023	$	201,260	July 1 to June 30, 2028	$	247,882
July 1 to June 30, 2024	$	224,330	July 1 to June 30, 2029	$	255,319
July 1 to June 30, 2025	$	229,312
July 1 to June 30, 2026	$	233,653

Under the standard for lease reporting, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $870,406 representing the present value of the future payments under the lease calculated using an 8% discount rate (the current borrowing rate of the company). The ROU and lease liability are amortized over the five-year life of the lease. The unamortized balances at March 31, 2024 were ROU asset of $252,405, current portion of the lease liability of $223,835 and non-current portion of lease liability of $52,153. At December 31, 2024, the unamortized balances were ROU asset of $299,722, the current portion of the lease liability was $212,964 and non-current portion of the lease liability was $114,148.

Additionally, the Company recognized accreted interest expense of $6,203 and $34,655 and rent expense of $66,237 and $267,735 for the lease during the three months ended March 31, 2025 and year ended December 31, 2024 respectively.

Legal Proceedings.

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

F-15

On November 30, 2023, Intracoastal Capital, LLC (“Intracoastal”) filed a lawsuit against the Company in the New York County Supreme Court, alleging that (i) the Company is in breach of a common stock warrant issued to Intracoastal on or about July 26, 2021, and (ii) that the Company should be ordered by the court to deliver to Intracoastal 330,619 free trading shares of Company common stock (the “Intracoastal Litigation”). The Intracoastal Litigation seeks compensatory damages in an amount no less than $2 million, in addition to liquidated damages and attorney’s fees. On January 14, 2025, the Company settled all issues and claims relating to the Intracoastal Litigation pursuant to the terms of the Intracoastal Settlement Agreement. Under the Intracoastal Settlement Agreement, the Company agreed to issue to Intracoastal Capital the following: (i) the Intracoastal Settlement Shares consisting of Company common stock with a value of $875,000 and (ii) a settlement payment of $175,000. The number of Intracoastal Settlement Shares shall be the greater of the Initial Share Amount or the Adjusted Share Amount. The Intracoastal Settlement Agreement is filed herein as Exhibit 10.33.

On September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd. filed a lawsuit against the Company in the federal district court for the Southern District of New York case captioned Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc., No.1:23-cv-07874-KPF (the “Litigation”). Sabby’s initial complaint in the Litigation alleges that the Company’s delayed spin-off and distribution of the common stock of “SRM” Entertainment. Inc. give rise to claims of breach-of-contact, promissory estoppel, and negligent misrepresentation. On November 10, 2023, Jupiter sought judicial permission to move to dismiss Sabby’s complaint, arguing that Sabby had no legal right to the delayed distribution occurring on the original record date, and that regardless, no law requires the Company to compensate Sabby for the costs of covering its short position against the Company. The Litigation was dismissed with prejudice by the federal district court for the Southern District of New York on September 23, 2024. On October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States Court of Appeals for the Second Circuit. The Company is awaiting the decision from the Court of Appeals for the Second Circuit.

On February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd. sued the Company in the federal district court for the Southern District of New York, case captioned, Sabby Volatility Warrant Master Fund Ltd. v. Safety Shot, Inc., No. 1:24-cv-920-NRB (the “Litigation”). Sabby’s initial complaint alleges that the Company has improperly refused to honor Sabby’s exercise of a Warrant to acquire 2,105,263 shares of common stock. On March 8, 2024, Sabby filed an amended complaint. The Company has answered the amended complaint is due on March 29, 2024. Sabby seeks “liquidated and compensatory damages in an amount to be proven at trial,” including compensatory damages “estimated to be at least $750,000,” liquidated damages “estimated to be at least $600,000,” specific performance, attorneys’ fees, expenses and costs. The Company intends to vigorously defend itself against Sabby’s claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

On January 16, 2024, 3i LP (“3i”), filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York, case captioned, 3i LP v. Safety Shot, Inc. No. 650196/24 (the “Litigation”). The case stems from the Company’s alleged denial of 3i’s attempt to exercise certain warrants and states causes of action for actual damages and liquidated damages in an amount of approximately $380,000. The Company filed its answer to the complaint on or about March 7, 2024. In April of 2025 the Company settled this Litigation by agreeing to provide 3i with unregistered shares of the Company’s common stock with a market value of $400,000 (the “Settlement Shares”) measured by the lower of the closing price on the NASDAQ Exchange on the day before the date of filing of a Form S-1 and the average VWAP closing price for the five days preceding the date of the filing.

F-16

On January 10, 2024, Bigger Capital fund, L.P. (“Bigger”), filed a lawsuit against the Company in the Supreme Court for the State of New York, Case No. 650148/2024 (the “Litigation”). The Litigation stemmed from the Company’s warrant to purchase 1,656,050 shares of Company common stock issued to Bigger Capital on July 20, 2021, and asserted causes of action for Breach of Contract, Specific Performance and Declaratory Relief. The Litigation sought compensatory damages of $3 million, liquidated damages in an estimated amount of $4 million, specific performance, attorney’s fees and declaratory relief. On or about March 4, 2024, the Company filed its answer to Bigger’s complaint.

On January 20, 2025, the Company settled the Litigation and entered into the Bigger Settlement Agreement. In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024. Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following: (i) pay Bigger Capital $375,000; (ii) issue a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the “Secured Convertible Bigger Note”); (iii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the “Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”); and (iv) 5,332,889 shares of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an exercise price of $0.4348 per share (the “Bigger Warrants”). A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement. The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6.

On or about January 18, 2024, Alta Partners, LLC, (“Alta”) filed a lawsuit against the Company in the federal district court for the Southern District of New York, case captioned, Alta Partners, LLC v. Safety Shot, Inc. No. 24-cv-373 (S.D.N.Y.) (the “Litigation”). The Litigation stems from the Company’s warrant to purchase shares of Company common stock and asserted causes of action for Breach of Contract Breach of the Implied Covenant of Good Faith and Fair Dealing (in the alternative) and violation of Section 11 of the Securities Act of 1933. The Litigation sought compensatory general and liquidated damages in an amount to be proven at trial. On or about January 29, 2025, the Company settled the Litigation by agreeing to pay $350,000 in exchange for a release of all claims by Alta.

Note 15 - Subsequent Events

Subsequent to March 31, 2025, the Company issued a total of 2,482,668 shares of its common stock consisting of: (i) 22,000 shares included in Common Stock Payable; (ii) 91,000 shares issued for a warrant exercise: and (iii) 2,369,668 shares issued at market price in a private placement for $5,000,000.

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2025, to the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

F-17

SAFETY SHOT, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID: 2738)	F-19
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-20
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023	F-21
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024 and 2023	F-22
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-23
Notes to the Consolidated Financial Statements	F-24

F-18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Safety Shot, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Safety Shot, Inc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its consolidated operations and its cash flows for the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the Note 1 to the financial statements, the Company has suffered net losses from operations in current and prior periods and the Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in the notes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audits Matter

The critical audit matter communicated below are matter arising from the current period audits of the consolidated financial statements that were communicated or required to be communicated to the audits committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating he critical audits matter below, providing separate opinions on the critical audits matter or on the accounts or disclosures to which they relate.

Evaluation of Intangible Assets

As discussed in Note 2 and 8 to the consolidated financial statements, the Company acquired intangible assets through an asset purchase agreement in 2023. At each reporting period, certain intangible assets are required to be assessed annually for impairment based on the facts and circumstances at that time. Auditing management’s evaluation of intangible assets can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not easily able to be substantiated.

Given these factors and due to significant judgements made by management, the related audit effort in evaluating management’s judgments in evaluation of intangible assets required a high degree of auditor judgment.

The procedures performed included evaluation of the methods and assumptions used by the Company, tests of the data used and an evaluation of the findings. We evaluated and tested the Company’s significant judgments that determine the impairment evaluation of intangible assets.

/s/ M&K CPAS, PLLC

www.mkacpas.com

We have served as the Company’s auditor since 2019.

The Woodlands, Texas

March 28, 2025

F-19

Safety Shot, Inc.

Consolidated Balance Sheets

December 31, 2024 and 2023

	2024			2023
Assets
Cash	$	348,816		$	3,833,349
Marketable Securities		54,720			842,976
Inventory		233,510			795,824
Accounts and other receivables		283,561			5,585
Prepaid expenses and deposits		920,189			1,469,733
Investment in Yerbae Brands		225,000			-
Investment in SRM & Affiliates		3,000			657,183
Other current assets		-			86,174
Note Receivable		511,557			-
Total current assets		2,580,353			7,690,824
Right of Use assets		299,722			479,027
Intangible assets, net of amortization		4,364,321			4,511,057
Fixed assets, net of depreciation		94,007			28,272
Total assets	$	7,338,403		$	12,709,180
Liabilities and Shareholders’ Equity
Accounts payable	$	2,218,810		$	1,493,809
Convertible notes		5,250,000			1,500,000
Current portion of lease liability		212,964			214,752
Accrued expenses		1,433,245			269,152
Accrued liabilities		234,360			60,450
Covid-19 SBA Loan		47,928			48,974
Total current liabilities		9,397,307			3,587,137
Long-term portion lease liability		114,148			304,907
Total liabilities		9,511,455			3,892,044
EQUITY
Preferred stock, $0.001 par value, 100,000 shares authorized, of which none are issued and outstanding		-			-
Common stock, $0.001 par value, 250,000,000 shares authorized, of which 62,640,314 and 45,634,154 shares were issued and outstanding as of December 31, 2024 and 2023		62,640			45,634
Additional paid-in capital		110,856,719			73,726,987
Common stock payable		1,997,936			725,230
Accumulated deficits		(115,090,347	)		(65,680,715	)
Total Shareholders’ Equity (Deficit)		(2,173,052	)		8,817,136
Total Liabilities and Shareholders’ Equity	$	7,338,403		$	12,709,180

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

F-20

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Consolidated Statement of Operations

For the Years Ended December 31, 2024 and 2023

	2024			2023
Revenue
Sales	$	701,967		$	202,670
Cost of Sales		3,147,724			277,127
Gross profit (loss) from continuing operations		(2,445,757	)		(74,457	)
Operating expense
General and administrative expenses		39,611,915			12,524,869
Total operating expenses		39,611,915			12,524,869
Other income / (expense)
Interest income		57,602			57,340
Interest expense		(175,927	)		(171,433	)
Other income / (expense)		(5,373,426	)		(1,243,676	)
Unrecognized gain / (loss) on equity investment		(862,407	)		(864,418	)
Total other income (expense)		(6,354,158	)		(2,222,187	)
Net (loss) from continuing operations	$	(48,411,830	)	$	(14,821,513	)
Income (loss) from discontinued operations		(997,802	)		(261,528	)
Net (loss)	$	(49,409,632	)	$	(15,083,041	)
Deemed Dividend		(2,293,301	)		-
Loss attributable to shareholders	$	(51,702,933	)		(15,083,041	)
Net (loss) per share:
Basic	$	(0.91	)	$	(0.49	)
Diluted	$	(0.91	)	$	(0.49	)
Loss per share attributed to common shareholders	$	(0.95	)	$	-
Weighted average number of shares
Basic		54,441,190			30,877,804
Diluted		54,441,190			30,877,804

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

F-21

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Consolidated Statement of Changes in Shareholders’ Equity

For the Years Ended December 31, 2024 and 2023

	Shares		Amount		Shares		Amount		Payable			Capital			Deficits			Total
	Treasury Shares				Common Stock				Common Stock			Additional Paid			Accumulated
	Shares		Amount		Shares		Amount		Payable			In Capital			Deficits			Total
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
Shares issued -payable for services		-		-		1,675,000		1,675		-			676,259			-			677,925
Shares issued for services and stock payable		-		-		300,000		300		248,230			191,700			-			440,230
Purchase of intangible asset		-		-		5,000,000		5,000		-			2,463,500			-			2,468,500
Warrant conversions related to offerings		-		-		10,266,845		10,267		-			8,877,570			-			8,887,837
Warrant conversions related to promissory notes		-		-		1,200,000		1,200		-			1,117,200			-			1,118,400
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
Promissory note conversion		-		-		537,634		537		-			499,463			-			500,000
Fair value of warrants granted for services		-		-		-		-		-			545,703			-			545,703
Fair value of options granted for services		-		-		-		-		-			68,819			-			68,819
Net Loss		-		-		-		-		-			-			(15,083,041	)		(15,083,041	)
Balance December 31, 2023		-		-		45,634,154	$	45,634	$	725,230		$	73,726,987		$	(65,680,715	)	$	8,817,136
Balance		-		-		45,634,154	$	45,634	$	725,230		$	73,726,987		$	(65,680,715	)	$	8,817,136
Shares issued in Private Placements for cash		-		-		8,130,837		8,131		-			10,617,388			-			10,625,519
Shares issued for services		-		-		2,727,436		2,727		642,750			3,431,573			-			4,077,050
Shares issued -payable for settlement		-		-				-		875,000			-			-			875,000
Shares issued for employee bonus		-		-		750,000		750		-			1,042,500			-			1,043,250
Shares issued for option exercises		-		-		153,000		153		-			75,847			-			76,000
Shares issued for Warrant conversions		-		-		2,996,127		2,996		-			3,959,718			-			3,962,714
Deconsolidation of Caring Brands													943,722						943,722
Shares issued from Stock in connection with extinguishment of convertible notes		-		-		2,248,760		2,249		(245,044	)		2,045,229			-			1,802,434
Fair value of options granted		-		-		-		-		-			15,013,755			-			15,013,755
Issuance of Warrants		-		-		-		-		-			2,293,301			-			2,293,300
Deemed Dividends		-		-		-		-		-			(2,293,301	)		-			(2,293,300	)
Net Loss		-		-		-		-		-			-			(49,409,632	)		(49,409,632	)
Balance December 31, 2024		-		-		62,640,314	$	62,640	$	1,997,936		$	110,856,719		$	(115,090,347	)	$	(2,173,052	)
Balance		-		-		62,640,314	$	62,640	$	1,997,936		$	110,856,719		$	(115,090,347	)	$	(2,173,052	)

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

F-22

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Consolidated Statement of Cash Flows

For the Years Ended December 31, 2024 and 2023

	2024			2023
Cash flows from continuing operating activities:
Net (loss)	$	(48,411,830	)	$	(14,821,513	)
Depreciation & Amortization		428,828			214,142
Gain on sale of fixed assets		-			(23,308	)
Fair value of stock-based compensation		5,120,300			1,118,155
Fair value of options issued for services		15,013,755			108,263
Fair value of warrants issued for services		-			910,663
Fair value of shares issued from Convertible note extinguishment		(84,219	)		1,120,333
Unrealized loss on equity investment		599,155			864,418
Realized gain/loss on sale of marketable securities		269,723			(238,834	)
Unrealized loss on marketable securities		101,088			1,511,488
Bad debt expense		89,328			7,022
Gain on sale of SRM stock		(431,972	)		-
Accrued losses on settlements		7,389,092			-
Adjustment to reconcile net income to net cash provided by (used in) operating activities
Prepaid expenses and deposits		635,718			(1,045,861	)
Right of Entry asset		179,305			164,950
Accounts receivable		(367,304	)		367,024
Inventory		562,314			(608,004	)
Other assets		-			(86,174
Accounts payable		725,001			(255,750	)
Accrued expenses		284,517			141,842
Lease liability		(192,547	)		(164,170	)
Net cash (used in) continuing operating activities		(18,089,748	)		(10,715,314	)
Cash flows from discontinued operating activities:
Income (loss) from discontinued operations		(997,802	)		(261,528	)
Reclassification of assets and liabilities to held for sale		-			863,065
Cash provided from discontinued operations		(997,802	)		601,537
Cash flows from investing activities:
Cash paid for purchase of assets		(87,162	)		(106,153	)
Cash paid for investment		(739,557	)		-
Cash paid for marketable securities		-			(545,130	)
Cash paid for purchase of intangible assets		-			(2,200,000	)
Cash paid for SRM Inc.		-			(390,478	)
Cash received from SRM Ltd. loan repayment		-			1,534,814
Cash received for sale of marketable securities		490,000			869,834
Net change to value of marketable securities		-			467,966
Cash paid for intangible assets		417,445			-
Purchase of equipment		(85,665	)		-
Proceeds from sale of assets		-			39,100
Net cash (used in) investing activities		(4,939	)		(330,047	)
Cash flows from financing activities:
Cash received upon exercise of options		76,000			-
Cash received upon warrant conversions		3,962,714			13,456,912
Deconsolidation of subsidiary		943,722			-
Shares issued for private placements		10,625,519			-
Loans to affiliates		-			(699,952	)
Borrowings on debt		-			199,097
Payments on debt		-			(156,436	)
Net cash (used in) provided by financing activities		15,607,955			12,799,621
Net increase (decrease) in cash and cash equivalents		(3,484,534	)		2,355,797
Cash and cash equivalents at the beginning of the period		3,833,349			1,477,552
Cash and cash equivalents at the end of the period	$	348,816		$	3,833,349
SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash items:
Reclassification of Held to Maturity investments to Marketable Securities	$	-		$	3,417,100
Shares issued from stock payable for services	$	113,500		$	192,000
Shares issued for GBB asset purchase	$	175,000		$	2,468,500
Reclassification for SRM Ltd deconsolidation	$	-		$	146,800
Conversion of promissory note for common stock	$	1,542,457		$	500,000
Common stock issued from stock payable on extinguishment of debt	$	245,044			-
Common stock issued from stock payable on convertible note	$	344,196		$	-

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

F-23

Safety Shot, Inc.

(Formerly known as Jupiter Wellness, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2024 and 2023

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 launched Safety Shot in December 2023.

Safety Shot has a well-established clinical development infrastructure and fits within the Company’s existing over-the-counter 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.

We generate revenue through various channels, including the sales of our OTC and consumer products. 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.

Segment Reporting

Going Concern Consideration

As of December 31, 2024 and 2023, the Company had accumulated deficits of $115,090,347 and $65,680,715, respectively, and cash flow used in operations of $18,089,748 and $10,715,314 for the years ended December 31, 2024 and 2023. The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. At December 31, 2024 and 2023, the Company had $348,816 and $3,833,349, respectively, in cash and working capital of a negative $6,816,953 and a positive $4,303,687, 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

Significant Accounting Policies

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 Investments, Inc., a Florida corporation, and for the period from January 1, 2022 to August 14, 2023, SRM Entertainment, Limited, a Hong Kong private limited company, which was sold effective August 14, 2923. All intercompany accounts and transactions have been eliminated.

F-24

Debt Extinguishment and Modification

Deconsolidation

The Company will use Deconsolidation Accounting upon the loss of control of a subsidiary determined to be less than 50% owned. Upon deconsolidation, the Company will no longer present the subsidiary’s assets, liabilities, and results of operations in its consolidated financial statements. If the Company owns more than 20% but less than 50% the Company will continue to report under the Equity Method.

Discontinued Operations

The Company adopted the FASB Accounting Standards Update No. 2014-08 Discontinued Operations requiring entities to reclassify assets and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position. Effective August 14, 2023, the Company sold SRM Entertainment Ltd, (“SRM”) a wholly owned subsidiary. Financial statements preceding the effective date of the sale have been reclassified to reflect the respective SRM assets and liabilities as being held for sale and the operations of SRM are reflected a discontinued operation.

Effective September 24, 2024, the Company sold Caring Brands Inc., (“CBI”) a wholly owned subsidiary. Financial statements preceding the effective date of the sale have been reclassified to reflect the respective CBI assets and liabilities as being held for sale and the operations of CBI are reflected a discontinued operation.

Equity Method for Investments

Asset Purchases

Investments in Marketable Securities

Emerging Growth Company Status

F-25

Use of Estimates

Cash and Cash Equivalents

Inventory

Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write- offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. In connection with the re-branding and marketing of the Sure Shot beverage and change in the size of the individual cans from a 12 oz can to a 4oz can, the Company wrote off a total of $2,269,580 of inventory, consisting of finished products, labels, packaging, containers, etc. during the year ended December 31, 2024. During the year ended December 31, 2023, the Company had expired inventory write-downs of $23,794.

Investments Held-to-Maturity

Investments that the Company’s management has the “positive intent and ability” to hold through maturity are classified and accounted for as hold-to- maturity investments (“HTM”). HTM investments are carried at amortized cost in the financial statements. For investments classified as HTM, no unrealized gains and losses will be recognized in financial statements.

Sale of SRM Entertainment, Inc.

On December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“SRM”) to govern the separation of SRM from the Company. On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM the Company. The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023. Pursuant to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing 79.3% of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”). On August 14, 2023, SRM consummated its Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share. In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective date of the Registration Statement but prior to the closing of the IPO. Following such distribution, the Company owned 4.5 million of the 9,450,000 shares of common stock outstanding of SRM. At December 31, 2024, the Company held 2,613,342 shares of SRM (less than 20%) which are considered marketable securities.

F-26

Trading Securities

Securities that the Company intends to sell are classified as trading securities. Trading securities are carried at fair value with gains and losses recognized in current period earnings.

Net Loss per Common Share

Schedule of Net Loss per Common Share

	2024			2023
	For the Year Ended December 31,
	2024			2023
Numerator:
Net (loss) from continuing operations	$	(48,411,830	)	$	(14,821,513	)
Income (loss) from discontinued operations		(997,802	)		(261,528	)
Net (loss)	$	(49,409,632	)	$	(15,083,041	)
Deemed Dividend		(2,293,301	)		-
Loss attributable to shareholders	$	(51,702,933	)		(15,083,041)
Denominator:
Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period		54,441,190			30,877,804
Denominator for diluted earnings per share		54,441,190			30,877,804
Basic (loss) per share	$	(0.91	)	$	(0.49	)
Diluted (loss) per share	$	(0.91	)	$	(0.49	)
Loss per shares attributed to common shareholders	$	(.95	)		-

Fair Value of Financial Instruments

Revenue Recognition

The Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customers”).

● identify the contract with a customer;

● identify the performance obligations in the contract;

● determine the transaction price;

● allocate the transaction price to performance obligations in the contract; and

F-27

Accounts Receivable and Credit Risk

Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the year ended December 31, 2024 and 2023, the Company recognized no allowance for doubtful collections.

Impairment of Long-Lived Assets

Goodwill and Intangible Assets

Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

Foreign Currency Translation

Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Cumulative gains and losses from foreign currency transactions and translation for the years ended December 31, 2024 and 2023 were not material.

Research and Development

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 271,719 and $100,591 for the years ended December 31, 2024, and 2023, respectively.

F-28

Stock Based Compensation

The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant- date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

On October 24, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

Income Taxes

The Company’s deferred tax asset at December 31, 2024 and 2023 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $14,660,582 and $8,658,484 less a valuation allowance in the amount of approximately $14,660,582 and $8,658,484.

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

F-29

Recent Accounting Pronouncements

Note 3 - Accounts and other receivables

Accounts Receivable

At December 31, 2024 and 2023, the Company had accounts and other receivables of $283,561 and $5,585, respectively. At December 31, 2024, the $83,561 accounts receivable were from current customers and the other receivable of $200,000 was a credit refund from a vendor.

Note 4 - Prepaid Expenses and Deposits

At December 31, 2024, the Company had prepaid expenses and deposits of $920,189, consisting of $193,074 of raw materials, prepaid insurance of $260,943, security deposits of $55,116 and other prepaids of $411,056. At December 31, 2023 the Company had $1,469,733, consisting of $1,073,823 of raw materials related to a two million can Safety Shot beverage production run, prepaid insurance of $56,335 and other prepaids of $339,575.

Note 5 - Inventory

At December 31, 2024 and 2023, the Company had inventory of $233,510 and $795,824, consisting of finished goods, raw materials and packaging supplies.

F-30

Note 6 - Marketable Securities

At December 31, 2022, the Company had invested $2,908,300 in Jupiter Wellness Sponsor LLC (“JWSL”), a limited liability company formed for the sole purpose of sponsorship of Jupiter Wellness Acquisition Corp. (“JWAC”), a special purpose acquisition company (“SPAC”) and an unconsolidated subsidiary. Mr. Brian John, our CEO, is the managing member of JWSL and was the Chief Executive Officer of JWAC.

JWAC filed a Current Report on Form 8-K filed with the Securities Exchange Commission on May 2, 2023. JWAC’s stockholders approved JWAC’s business combination with Chijet Inc. and its affiliates including Chijet Motor Company Inc. (collectively “Chijet”), at its Special Meeting of Stockholders held on May 2, 2023 and closed the transaction on June 1, 2023. As a result, on June 27, 2023, the Company received a total of 1,662,434 shares of restricted common stock of Chijet (Nasdaq: CJET) in exchange for its Loans. In August 2023, the Company received 96,000 additional shares of Chijet due to downside protection clauses in the business combination agreements.

In May 2023, the Company purchased 48,000 shares of JWAC (now Chijet) common stock for $508,800 and in September and October 2023, the Company purchased an additional 18,200, shares for $36,330.

During the year ended December 31, 2023 the Company sold 271,679 Chijet shares for a realized gain of $238,834.

At December 31, 2023 the Company, the Company held 1,200,821 common shares of Chijet (the “CJET Shares”) are considered trading securities and are categorized as marketable securities on the balance sheet. At December 31, 2023 the CJET Shares had a combined fair market value of $842,976 had a combined unrealized loss of $1,511,488 which is included in other income/loss.

In connection with the Chijet transaction, our CEO Brian John is “entitled to a twenty percent (20%) bonus based on the net profits realized from any investment made by the Company.” At June 30, 2023 the Company had recorded a contingent liability of $233,377 payable to Brian in this regard. Subsequent to June 30, 2023, Mr. John agreed to receive 267,500 shares of restricted Chijet shares in lieu of any bonuses payments related to the transaction.

At December 31, 2024, the Company did not hold any shares of Chijet.

Note 7 - Investment in and Loans to Affiliates

On December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“SRM”) to govern the separation of SRM from the Company. On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM the Company. The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023. Pursuant to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing 79.3% of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”). On August 14, 2023, SRM consummated its Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share. In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective date of the Registration Statement but prior to the closing of the IPO. Following such distribution, the Company owned 4.5 million of the 9,450,000 shares of common stock outstanding and SRM. At December 31, 2024, the Company held 2,613,342 shares of SRM representing approximately 16% of the issued and outstanding common shares of SRM.

At December 31, 2022, the Company had an outstanding unsecured, non-interest bearing loan receivable balance of $1,482,673 from SRM Entertainment, Ltd, its wholly owned subsidiary. On September 1, 2022, the loan was converted to a six percent (6%) interest-bearing promissory note (the “Note”) due on the earlier of: (i) September 30, 2023 or (ii) the date on which the Company consummates an initial public offering of its securities. During the nine months ended September 30, 2023, the Company accrued $55,847 interest expense on the Note. The total balance of $1,538,520 ($1,482,673 note and $55,847 interest) due Jupiter was paid from proceeds SRM’s Initial Public Offering (“IPO”) on August 14, 2023.

On September 23, 2024, in anticipation of the acquisition of Yerbae Brands Corp. (“Yerbae”) described in detail in the “ITEM 1. BUSINESS, Recent Developments” section of this document (the “Acquisition”), the Company entered into a loan agreement with Yerbae whereby it agreed to provide a loan in the aggregate principal amount of up to $500,000. In further preparation for the Acquisition, on December 10, 2024, the Company entered into a Letter of Intent (“LOI”) whereby it agreed to fund up to $3,000,000 in Yerbae payables upon payment due date to Yerbae’s vendors and suppliers. The Company has paid $225,000 towards the $3,000,000 committed pursuant to the LOI.

F-31

Note 8 - Intangible Assets

SRM Entertainment

Effective August 14, 2023 the Company spun-off 52% of SRM Ltd, formerly a wholly-owned subsidiary, into a public company in exchange for shares of SRM Inc. common stock. The fair value of the 4,609,166 shares of common stock SRM Inc. received (net of dividend shares to the Company’s shareholders) was $1,521,025. As a result, the Company will no longer consolidate SRM Ltd in its financial statements and the intangible assets have been de-consolidated. The deconsolidation produced a loss to the Company of $409,549. At December 31, 2023, the Company owned 48% of SRM Inc. (see Note 6 above) and used the equity method of accounting for its ownership in SRM Inc. The Company recorded $864,418 as its share of SRM losses from the date of separation to December 31, 2023. During the quarter ended March 31, 2024, the Company sold 350,000 shares of SRM with a cost basis of % 57,452 and recognized SRM losses of $599,155, which reduced the carrying value of SRM to $0.00.

Schedule of Deconsolidation and Equity

Summary of deconsolidation loss:
Goodwill and Intangibles	$	1,042,151
Net assets of SRM Ltd at deconsolidation		189,866
Equity of SRM Ltd		698,557
Effect of deconsolidation		1,930,574
Fair value of Consideration		(1,521,025	)
Loss on deconsolidation	$	(409,549	)

Summary of Changes to Equity Method Investment

Summary of Changes to Equity Method Investment
Fair value of Consideration	$	1,521,025
Equity in SRM losses		(864,418	)
Balance, December 31, 2023	$	657,183
Sale of shares of SRM common stock		(57,452	)
Equity in SRM losses		(599,155	)
Balance, December 31, 2024	$	-0-

F-32

Safety Shot Acquisition

On July 10, 2023, the Company entered into an Asset Purchase Agreement (the “APA”) with GBB Drink Lab, Inc. (“GBB”) under the terms of which the Company acquired certain assets of GBB (the “Purchased Assets”) which included the patents for a 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. The purchase price was 5,000,000 shares of the Company’s restricted common stock, valued at $2,468,500, plus $200,000 in cash and additional amounts based upon achieving certain benchmarks. At the time of purchase GBB had no employees, no revenues and no operations and reported its only asset was intellectual property. Using guidance provided under the FASB Accounting Standards Update No. 2017-01, Clarifying the Definition of a business, the transaction was accounted for as a single asset purchase and the entire purchase price of $2,668,500 was allocated to the patents. The APA also contains two earn-out provisions that entitle GBB to additional consideration for the Purchased Assets in the maximum amount of $5,500,000 as follows: (i) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $11,000,000 from exercises of the Company’s $1.00 Warrants at an exercise price of $1.00 per Common Share (“Milestone 1”), the Company shall pay to the Seller $2,500,000 payable in cash; and (ii) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $14,000,000 from exercises of the Company’s outstanding July 2021 Warrants at an exercise price of $1.40 per Common Share (“Milestone 2” and collectively with Milestone 1, the “Earn-Out Milestones” and individually, an “Earn-Out Milestone”), the Company shall pay to the Seller an additional $3,000,000 in cash. In December 2023, the Company paid an additional $2,000,000 under the earn-our provisions which was allocated to the patents. As of December 31,2024, GBB is entitled to an additional payment of $175,000 under Milestone (i).

The patents will be amortized over twelve years (the remaining 12-year life of the patents). During the years ended December 31, 2024 and 2023, the Company recognized $407,400 and $157,443 of amortization expense.

Summary of transaction and carrying value:

Summary of Transaction and Carrying Value

Purchase price:			Allocation of Purchase price:
Cash	$	2,460,664	Patents	$	4,929,164
Fair value of stock issued		2,468,500	Accumulated Amortization		(564,843	)
	$	4,929,164	Balance	$	4,367,321

Note 9 - Accrued Expense and Other Accrued Liabilities

Accrued Interest and Liabilities

At December 31, 2024 and December 31, 2023, the Company had accrued expenses on the convertible notes below of $1,433,245 and $269,152, respectively. At December 31, 2024 and December 31, 2023, the Company had accrued liabilities totalling $ 234,360 and $60,450, respectively.

Note 10 - Convertible Notes Payable

On April 20, 2022, the Company entered into a $1,500,000 Loan Agreement and a $500,000 Loan Agreement (collectively the “Agreements”). Pursuant to the Agreements, the Company issued two Convertible Promissory Notes in the principal amounts of $1,500,000 and $500,000 (the “Notes”). In connection with the Notes the Company issued Common Stock Purchase Warrants for 1,100,000 shares and 360,000 shares of the Company’s common stock (the “Warrants”). The Notes originally had a maturity date of October 20, 2022, but has been extended to January 31, 2024. In connection with the Notes, the Company issued a total of 250,000 shares as Origination Shares valued at fair market value of $277,500. There is no beneficial conversion feature since the conversion price is greater then the fair value of the shares. The Accrued interest and note converted to stock was paid in full on September 30, 2024.

F-33

The Notes have an original issuance discount of five percent (5%), $10,000 in legal fees, an interest rate of eight percent (8%), and a conversion price of $2.79 per share, subject to an adjustment downward if the Company is in default of the terms of the Notes. The Warrants have a five (5) year term, an exercise price of $2.79 per share, have a cashless conversion feature until such time as the shares underlying the Warrants are included in an effective registration and certain anti-dilution protection.

The fair value of origination shares and warrants issued in connection with the 2022 Note totals $984,477.

Interest expense for the year ended December 31, 2024 on the Notes totals $175,927. Total interest expense for the year ended December 31, 2023, totaled $171,433.

During the year ended December 31, 2023, the Notes were amended to change the conversion price of the Notes and exercise price of all outstanding warrants was reduced to $0.93 pursuant to down round protection provisions in the loan and warrant agreements and to extend the Notes to January 31, 2024. The change on the Notes conversion rate was a change from $2.79 and the change to the outstanding warrants exercise price was on 500,000 warrants with $6.00 price, 1,460,000 at $2.79 and 800,000 at $1.00. The amendment is considered a material modification of the Notes and the Company has used extinguishment accounting to account for the change. The fair value of the additional shares underlying the Note conversion and warrant exercise using the reduced conversion and exercise price was measured using the Black-Scholes valuation model. The fair value of the conversion feature totals $923,603 and the fair value of the warrants totals $196,730. The total loss on extinguishment of $1,120,333 has been included in other gains and losses. In December 2023, the $500,000 Note was converted into 537,634 shares of the Company’s common stock as payment of the principal in full. In September 30, 2024, the remaining balance of $1,500,000 was converted to stock and paid in full.

On January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the “Secured Convertible Bigger Note”); and (ii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the “Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”). The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6. The notes entered were due to a legal settlement and no cash was received. This amount was recorded as a loss on settlement.

The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the years ended December 31, 2024 and 2023:

Schedule of Convertible Promissory Notes

Principal Balance, December 31, 2023	$	1,500,000
Note converted to stock – paid in full		(1,500,000	)
Convertible Note issued in settlement to Bigger Capital	$	5,250,000
Principal Balance, December 31, 2024	$	5,250,000

Note 11 - Covid-19 SBA Loans

During the year ended December 31, 2020, the Company applied for and received $55,700 under the Economic Injury Disaster Loan Program (“EIDL”), which is administered through the Small Business Administration (“SBA”). During 2021, the SBA notified the Company that the terms of the EIDL are a term of 30 years and an interest rate of 3.75%. The balance of the EIDL at December 31, 2024 and 2023 was $48,974 and $47,533, respectively.

Note 12 - Capital Structure

Preferred Stock - The Company is authorized to issue a total of 100,000 shares of preferred stock with par value of $0.001. No shares of preferred stock are issued and outstanding.

Common Stock - The Company is authorized to issue a total of 250,000,000 shares of common stock with par value of $0.001. As of December 31, 2024 and 2023, there were 62,640,314 and 45,634,154 shares of common stock issued and outstanding, respectively.

F-34

Year ended December 31, 2023 issuances:

Shares issued in Public Offering

Concurrently to the PIPE Agreement and Offering of Stock Warrants (see Note 13 below), the Company entered into a Securities Purchase Agreement (the “RD Agreement”) with certain purchasers, pursuant to which on January 23, 2023, 4,315,787 shares of common stock, par value $0.001 (the “Common Stock”), at a price of $0.70 per share were issued to the purchasers (the “RD Offering”). The Common Stock was issued pursuant to a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 28, 2022 (File No. 333- 267644) and declared effective on November 9, 2022. The aggregate gross proceeds to the Company from both the PIPE Offering and the RD Offering were approximately $4.1 million, with the purchase price of one share, one 3-year warrant and one 5-year warrant as $0.95. The net proceeds were

$3,450,675.

Shares issued for services

During the year ended December 31, 2023, the Company entered into Consulting Agreements under the terms of which the Company issued 1,675,000 shares of its common stock. The shares were issued at their respective fair value based on the Company’s Nasdaq closing price of the shares on the date of the issuance of the shares. The Company recognized $677,925 as stock-based compensation in the year ended December 31, 2023.

Shares issued for stock payable

During the year ended December 31, 2023, the Company issued 300,000 shares which were included in Common Stock Payable at December 31, 2022 with a fair value of $192,000. In connection with two Consulting Agreements, the Company had not issued 450,000 shares with a fair value of 440,230 which are included in common stock payable.

Shares issued for purchase of assets

In July 2023, the Company entered into an Asset Purchase Agreement for the purchase of intellectual property relating to Safety Shot (see Note 9). The purchase price included the issuance of 5,000,000 shares of the Company’s restricted common stock.

Shares issued for exercise of warrants related to promissory notes

In August 2023, the Company issued a total of 1,200,000 shares upon exercise of warrants related to the Promissory Notes described in Note 11. The Company received $1,118,400 for the exercise.

Shares issued for exercise of warrants related to the Pipe transaction

Beginning in August 2023, the certain holders of warrants related to the Company’s IPO and PIPE transaction above, exercised a portion of their warrant holdings and the Company issued a total 10,266,845 shares of its common stock upon exercise. The Company received $8,887,837 for the exercise.

Shares issued for conversion of promissory note

In December 2023, a $500,000 convertible promissory note was converted into 537,634 shares of the Company’s restricted common stock.

F-35

Year ended December 31, 2024 issuances:

Shares issued in Private Placement for Cash

Shares issued for services

During the year ended December 31, 2024 the Company issued a total of 2,727,436 restricted shares of its common stock for services for a total fair value of $4,077,050

Shares issued for employee bonuses

During the year ended December 31, 2024, the Company issued a total of 750,000 restricted shares of its common stock for employee bonuses for a total fair value of $1,043,250.

Shares issued for option exercises

During the year ended December 31, 2024, the company issued a total of 153,000 restricted shares of its common stock for cash payments of $76,000 for options exercised.

Shares issued for warrant conversions

During the year ended December 31, 2024, the Company issued a total of 2,996,127 restricted shares of its common stock for cash payments of $3,962,714 for warrant conversions.

Shares issued from stock in connection with extinguishment of convertible notes

During the year ended December 31, 2024, the Company issued a total of 2,248,760 restricted shares of its common stock for a fair value of $1,802,434 for extinguishment of convertible notes.

The following table sets forth the issuances of the Company’s shares of common stock for the year ended December 31, 2024 and 2023 as follows:

Schedule of Stock Holders

Balance December 31, 2022			22,338,888
Public offering			4,315,787
Shares issued for stock payable			300,000
Shares issued for services			1,675,000
Stock issued for asset purchase			5,000,000
Stock issued for conversion of warrants related to Notes			1,200,000
Stock issued in connection with note conversion			537,634
Stock issued for conversion of warrants related to IPO			10,266,845
Balance December 31, 2023			45,634,154
Beginning balance			45,634,154
Shares issued in Private Placements for cash			8,130,837
Shares issued for services			2,727,436
Shares issued for employee bonuses			750,000
Shares issued for option exercises			153,000
Shares issued for Warrant conversions			2,996,127
Shares issued from Stock in connection with extinguishment of convertible notes			2,248,760
Balance December 31, 2024			62,640,314
Ending balance			62,640,314

F-36

Common Stock Payable

During the year ended December 31, 2023, the Company issued 300,000 shares for valued at $192,000 from stock payable and entered into two agreements for inducement for $326,730 and three agreements for services totaling $113,500. The balance at December 31, 2023 was $725,230.

Note 13 - Warrants and Options

Warrants

Schedule of Fair Value Using Black Scholes Method

Reporting Date		Relative Fair Value				Term (Years)				Exercise Price				Market Price on Grant Date				Volatility Percentage				Risk-free Rate
1/17/25		$	2,732,329				5			$	0,4348			$	0,5435				161	%			0.0442

PIPE Warrants: On January 19, 2023, in a private placement, the Company entered into a Securities Purchase Agreement (the “PIPE Agreement”) with certain purchasers, for the issuance of 9,260,361 common stock warrants (the “PIPE Offering”) at a price of $0.125 per warrant, comprised of two common stock warrants (the “Common Warrants,”), each to purchase up to one share of Common Stock per Common Warrant with an exercise price of $1.00 per share, with (a) 4,315,787 Common Warrants being immediately exercisable for three years following 6 months from the closing of the PIPE Offering, and (b) 4,315,787 Common Warrants being immediately exercisable for five years following 6 months from the closing of the PIPE Offering. On February 15, 2023, the Company filed an S-1 Registration Statement (File No. 333-269794) covering the underlying shares of the Warrants.

Schedule of Fair Value Using Black Scholes Method

	Relative		Term		Exercise		Market Price on Grant		Volatility			Risk-free
Reporting Date	Fair Value		(Years)		Price		Date		Percentage			Rate
01/23/23	$	2,311,614		3	$	1.00	$	0.65		287	%		0.0388
01/23/23	$	2,602,996		5	$	1.00	$	0.65		371	%		0.0361

During the year ended December 31, 2023, the Company entered into four Investor Relations Consulting Agreements under the terms of which the Company issued a total of 1,000,000 five-year warrants, with an exercise price between $1.00 and $1.40. The Company recorded an expense of $364,960 in connection with this issuance.

Schedule of Fair Value Using Black Scholes Method

	Relative		Term				Market Price on		Volatility			Risk-free
Reporting Date	Fair Value		(Years)		Exercise Price		Grant Date		Percentage				Rate
08/10-08/21/23	$	364,960		5	$	1.00 -1.40	$	0.87-1.18		151	%			0.0421-0465
10/05/23	$	545,703		5	$	1.00-6.00	$	1.05		152	%			.0468

F-37

The following tables summarize all warrants outstanding as of December 31, 2024 and 2023, and the related changes during the period. Exercise price is the weighted average for the respective warrants at end of period.

Summary of Warrant Outstanding

	Number of Warrants			Wtd. Average Exercise Price
Balance at December 31, 2022		15,958,126			1.81
Warrants issued in Public Offering		9,260,554			0.93
Warrants issued for services		1,000,000			2.69
Warrants exercised in connection with Convertible notes		(1,200,000	)		(0.93	)
Warrants exercised in connection with PIPE		(10,266,845	)		(0.93	)
Balance at December 31, 2023		14,751,835		$	2.00
Warrants cancelled in the Bigger Settlement		(1,656,050	)		(1.40	)
Warrants issued in the Bigger Settlement		5,332,889			0.43
Warrants issued in a private placement		3,370,787			0.89
Warrant conversions		(2,996,127	)		(1.32	)
Balance at December 31, 2024		18,803,334		$	1.52
Warrants Exercisable at December 31, 2024		18,803,334		$	1.52

Stock Options

During the year ended December 31, 2024, the Company granted a total of 5,555,000 five-year 5 options to employees of the Company of which 1,435,000 have vesting schedule from one to three years with an exercise price between $1.06 and $2.01 and 4,120,000 which vested immediately upon grant with an exercise price of $1.79. During the same period, the Company also granted a total of 5,120,000 five-year 5 options to consultants to the Company, which have vesting schedule from six months to one year with an exercise price between $1.00 and $2.32. The total fair value of the options is $17,372,444. The fair value of the options is being amortized over the vesting period. The Company recognized $14,735,228 expense related to the options for the year ended December 31, 2024.

The fair value of these options were measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date. For options granted to employes, we use a plain vanilla Black-Scholes calculation to calculate fair value with standard market inputs.

Schedule of Fair Value Using Black Scholes Method

	Number of		Term				Grant		Market Price on Volatility
Reporting Date	Options		(Years)		Exercise Price		Date		Percentage			Fair Value
1/16 – 6/26/24		5,555,000		2.5	$	1.06 – 1.96	$	1.06 – 1.96		119% - 121	%	$	6,734,613
1/17 – 9/10/24		5,120,000		5-10	$	1.00 – 2.37	$	1.00 – 2.37		155% - 162	%		10,637,831

During the year ended December 31, 2023, the Company entered into five employment and director agreements under the terms of which the Company issued 400,000 five-year 5 options, with quarterly vesting, with an exercise price between $0.49 and $1.13 and 50,000 three-year 3 options, immediately vesting with an exercise price of $0.46. The total fair value of the options $202,638. The fair value of the options is being amortized over the vesting period. The Company recognized $39,444 expense for the year ended December 31, 2023.

The fair value of these options was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date.

	Number of		Term				Grant		Market Price on Volatility
Reporting Date	Options		(Years)		Exercise Price		Date		Percentage		Fair Value
7/10-8/18/23		450,000		3-5	$	0.46-1.13	$	0.46-1.13		158-160%	$	271,547

At December 31, 2024 the Company had 18,521,166 options outstanding.

Schedule of Option Outstanding

	Options			Wtd. Ave. Ex Price
Balance at December 31, 2022		7,515,166		$	1.19
Options exercised		-			-
Options Granted		550,000			0.91
Balance at December 31, 2023		8,065,166			1.17
Options exercised		(219,000	)		(0.42	)
Options Granted		10,675,000			1.99
Balance at December 31, 2024		18,521,166		$	1.65

F-38

Note 14 - Commitments and Contingencies

The Company entered into a new office lease Effective July 1, 2021. The primary term of the lease is five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows:

Schedule of Minimum Annual Lease Payments

Primary Period	Amount		Amount During Renewal Period	Amount
July 1 to June 30, 2022	$	180,456	July 1 to June 30, 2027	$	240,662
July 1 to June 30, 2023	$	201,260	July 1 to June 30, 2028	$	247,882
July 1 to June 30, 2024	$	224,330	July 1 to June 30, 2029	$	255,319
July 1 to June 30, 2025	$	229,312
July 1 to June 30, 2026	$	233,653

Under the new standard for lease reporting, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $870,406 representing the present value of the future payments under the lease calculated using an 8% discount rate (the current borrowing rate of the company). The ROU and lease liability are amortized over the five-year life of the lease. The unamortized balances at December 31, 2023 were ROU asset of $479,027, current portion of the lease liability of $214,752 and non-current portion of lease liability of $304,907. The unamortized balances at December 31, 2024 were ROU asset of $299,722, current portion of the lease liability of $212,964 and non-current portion of lease liability of $114,148.

Additionally, the Company recognized accreted interest expense of $34,655 and $49,010 and rent expense of $267,735 and $213,960 for the lease during the year ended December 31, 2024 and 2023, respectively.

Legal Proceedings

On November 30, 2023, Intracoastal Capital, LLC (“Intracoastal”) filed a lawsuit against the Company in the New York County Supreme Court, alleging that (i) the Company is in breach of a common stock warrant issued to Intracoastal on or about July 26, 2021, and (ii) that the Company should be ordered by the court to deliver to Intracoastal 330,619 free trading shares of Company common stock (the “Intracoastal Litigation”). The Intracoastal Litigation seeks compensatory damages in an amount no less than $2 million, in addition to liquidated damages and attorney’s fees. On January 14, 2025, the Company settled all issues and claims relating to the Intracoastal Litigation pursuant to the terms of the Intracoastal Settlement Agreement. Under the Intracoastal Settlement Agreement, the Company agreed to issue to Intracoastal Capital the following: (i) the Intracoastal Settlement Shares and (ii) a settlement payment of $175,000. The number of Intracoastal Settlement Shares shall be the greater of the Initial Share Amount or the Adjusted Share Amount. The Intracoastal Settlement Agreement is filed herein as Exhibit 10.33.

On September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd. filed a lawsuit against the Company in the federal district court for the Southern District of New York case captioned Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc., No.1:23-cv-07874-KPF (the “Litigation”). Sabby’s initial complaint in the Litigation alleges that the Company’s delayed spin-off and distribution of the common stock of “SRM” Entertainment. Inc. give rise to claims of breach-of-contact, promissory estoppel, and negligent misrepresentation. On November 10, 2023, Jupiter sought judicial permission to move to dismiss Sabby’s complaint, arguing that Sabby had no legal right to the delayed distribution occurring on the original record date, and that regardless, no law requires the Company to compensate Sabby for the costs of covering its short position against the Company. In response, the Court allowed the parties to bypass that dismissal motion briefing so long as Sabby filed an amended complaint by December 15, 2023.

Sabby seeks compensatory damages estimated to exceed $500,000. The Company has filed a motion to dismiss Sabby’s amended complaint and is awaiting the Court’s ruling. The Company intends to vigorously defend itself against Sabby’s claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity. The case was dismissed with prejudice by the federal district court for the Southern District of New York on September 23, 2024. On October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States Court of Appeals for the Second Circuit. The Company is awaiting the decision from the Court of Appeals for the Second Circuit.

On January 16, 2024, 3i LP (“3i”), filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York, case captioned, 3i LP v. Safety Shot, Inc. No. 650196/24 (the “Litigation”). The case stems from the Company’s alleged denial of 3i’s attempt to exercise certain warrants and states causes of action for actual damages and liquidated damages in an amount of approximately $380,000. The Company filed its answer to the complaint on or about March 7, 2024. The Company intends to defend itself vigorously against Sabby’s claims and does not believe that the Litigation’s ultimate disposition will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

On January 10, 2024, Bigger Capital Fund, L.P. (“Bigger Capital”), filed a lawsuit against the Company in the Supreme Court for the State of New York, Case No. 650148/2024 (the “Bigger Litigation”). The Litigation stemmed from the Company’s warrant to purchase 1,656,050 shares of Company common stock issued to Bigger Capital on July 20, 2021, and asserts causes of action for Breach of Contract, Specific Performance and Declaratory Relief. Pursuant to the Bigger Litigation, Bigger capital sought compensatory damages of $3 million, liquidated damages in an estimated amount of $4 million, specific performance, attorney’s fees and declaratory relief.

F-39

On January 20, 2025, the Company entered into the Bigger Settlement Agreement. In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024. Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following: (i) pay Bigger Capital $375,000; (ii) issue a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the “Secured Convertible Bigger Note”); (iii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the “Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”); and (iv) 5,332,889 shares of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an exercise price of $0.4348 per share (the “Bigger Warrants”). A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement. The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6.

On December 8, 2023, the Company filed a lawsuit against Capybara Research (“Capybara”), Igor Appelboom (“Appelboom,” and together with Capybara Research, the “Capybara Parties”) and Accretive Capital LLC d/b/a Benzinga (“Capybara Parties and Accretive, together, the “Capybara Defendants”) in the United States District Court for the Southern District of New York. The Company’s complaint alleges that (i) the Capybara Parties are liable for securities fraud to the Company for making false representations that were made to manipulate the price of the Company’s common stock to the benefit of the Capybara Parties, and (ii) the Capybara Defendants are liable for tortious interference with prospective business relations to the Company by misleading the investing public to—absent a legitimate basis and, instead, for the benefit of the Capybara Defendants—take short positions against Company common stock to wrongfully depress the price of the same. On March 18, 2024, the United District Court for the Southern District of New York, awarded the Company a Default Judgment in its lawsuit against Capybara Research and Igor Appelboom for Securities Fraud and Tortious Interference for the defendants’ defamatory, unfounded and malicious article titled, Safety Shot Exposed $SHOT, Boca Raton Snake Oil: Unraveling the Fraud behind the Drink and Its Dubious Origins. In a separate settlement agreement, Defendant Accreative Capital LLC d/b/a Benzinga, agreed to retract and remove the defamatory story from its website and cease from any future publication.

On March 18, 2024, the United District Court for the Southern District of New York, awarded the Company a Default Judgment in its lawsuit against Capybara Research and Igor Appelboom for Securities Fraud and Tortious Interference for the defendants’ defamatory, unfounded and malicious article titled, Safety Shot Exposed $SHOT, Boca Raton Snake Oil: Unraveling the Fraud behind the Drink and Its Dubious Origins. In a separate settlement agreement, Defendant Accreative Capital LLC d/b/a Benzinga, agreed to retract and remove the defamatory story from its website and cease from any future publication.

On January 19, 2024, Coachella Music Festival, LLC filed a lawsuit against the Company in the federal district court for the Central District of California, Case No. 2:24-cv-537 (the “Litigation”). The Litigation asserts causes of action for Trademark Infringement under 15 U.S.C. Section 1114; False Designation of Origin under 15 U.S.C. Section 1125; False Advertising under 15 U.S.C. Section 1125; violations of Cal. Bus. & Prof. Code Sections 17200 & 17500; Inducement of Trespass; Conversion; and Trespass to Chattels. The Litigation seeks injunctive relief, profits resulting from the Company’s alleged infringement, the value of a Coachella beverage sponsorship, costs of corrective advertising, attorney’s fees and punitive damages. On or about February 26, 2024, the parties reached a settlement in this matter. As part of the settlement, the Company agreed to terminate all activities in connection with the Festival, and stipulated to the entry of a permanent injunction and final judgment and a monetary payment that does not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

Note 15 - Subsequent Events

Subsequent to December 31, 2024, the Company issued a total of 3,586,119 shares of its common stock, consisting of 500,000 shares for services and the balance upon conversion of warrants.

Subsequent to December 31, 2024, The Company had developments in certain legal and litigation matters which are included and detailed in Legal Proceedings above.

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2024 to the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Directors of Yerbaé Brands Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Yerbaé Brands Corp. (the “Company”) as of December 31, 2024, and 2023 and related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficiency, and cash flows for the years ended December 31, 2024, and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023 and the results of its operations and its cash flows for the years ended December 31, 2024, and 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2023.

/s/ DAVIDSON & COMPANY LLP

PCAOB ID: 731

Vancouver, Canada Chartered Professional Accountants

March 7, 2025

F-41

YERBAÉ BRANDS CORP.

CONSOLIDATED BALANCE SHEETS

(In United States dollars, except share data)

	2024			2023
	As of December 31,
	2024			2023
CURRENT ASSETS
Cash	$	124,214		$	977,373
Accounts receivable		364,886			1,020,056
Inventory		676,020			962,288
Prepaid expenses		452,903			721,432
Other current assets		150,000			150,000
Total current assets	$	1,768,023		$	3,831,149
NONCURRENT ASSETS
Property, plant and equipment, net		26,470			60,453
Right of use asset		119,445			210,208
Total noncurrent assets	$	145,915		$	270,661
Total assets	$	1,913,938		$	4,101,810
CURRENT LIABILITIES
Accounts payable	$	2,377,758		$	1,689,407
Accrued expenses		1,076,832			840,426
Notes payable, current portion		3,989,533			340,178
Note payable, related party		337,667			-
Note payable
Lease liability, current portion		131,563			117,660
Advances		225,000			-
Total current liabilities	$	8,138,353		$	2,987,671
NONCURRENT LIABILITIES
Notes payable, non-current portion		10,977			2,234,038
Lease liability, non-current portion		23,544			155,107
Total noncurrent liabilities	$	34,521		$	2,389,145
Total liabilities	$	8,172,874		$	5,376,816
EQUITY
Preferred shares - 100,000,000 authorized, zero issued and outstanding as of both December 31, 2024 and December 31, 2023	$	-		$	-
Common shares - without par value, 63,085,228 and 58,822,126 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively.		-			-
Additional paid-in capital		38,847,388			33,212,631
Accumulated deficit		(45,106,324	)		(34,487,637	)
Total deficiency	$	(6,258,936	)	$	(1,275,006	)
Total Liabilities & shareholders’ deficiency	$	1,913,938		$	4,101,810

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

F-42

YERBAÉ BRANDS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In United States dollars, except share data)

	2024			2023
	For the Twelve Months Ended December 31,
	2024			2023
Revenues	$	5,905,541		$	12,016,378
Cost of sales		2,891,334			5,976,077
Gross profit	$	3,014,207		$	6,040,301
General and administrative	$	11,058,479		$	19,299,491
Sales, advertising and marketing		1,239,443			6,905,303
Total expenses	$	12,297,922		$	26,204,794
Net loss before other expense		(9,283,715	)		(20,164,493	)
Interest and accretion expense		1,334,972			659,546
Net loss before income taxes		(10,618,687	)		(20,824,039	)
Income tax expense		-			-
Net loss and comprehensive loss	$	(10,618,687	)	$	(20,824,039	)
Basic and diluted loss per share	$	(0.17	)	$	(0.39	)
Basic and diluted weighted average shares outstanding		62,258,734			53,850,285

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

F-43

YERBAÉ BRANDS CORP.

STATEMENT OF SHAREHOLDERS’ DEFICIENCY

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023

(In United States dollars, except share data)

	Shares		Amount			Paid-In Capital			Deficit			Total
	Common Stock					Additional			Accumulated
	Shares		Amount			Paid-In Capital			Deficit			Total
Balance, December 31, 2022		30,217,566	$	3,022		$	9,027,460		$	(13,663,598	)	$	(4,633,116	)
Recapitalization		8,239,215		(3,022	)		643,731			-			640,709
Convertible debt conversion into common shares		6,013,624		-			5,039,606			-			5,039,606
Shares issued as compensation in connection with financings		5,554,447		-			(481,574	)		-			(481,574	)
Issuance of common shares		2,522,810		-			4,619,081			-			4,619,081
Warrant issuance		-		-			4,384,524			-			4,384,524
Exercise of warrants		1,274,464		-			1,225,741			-			1,225,741
Performance shares issued in connection of Merger		5,000,000		-			6,086,596			-			6,086,596
Stock-based compensation expense		-		-			2,667,466			-			2,667,466
Shares issued-Special Warrants
Shares issued-Special Warrants, shares
Net loss		-		-			-			(20,824,039	)		(20,824,039	)
Balance, December 31, 2023		58,822,126	$	-		$	33,212,631		$	(34,487,637	)	$	(1,275,006	)
Balance, December 31, 2023		58,822,126	$	-		$	33,212,631		$	(34,487,637	)	$	(1,275,006	)
Balance		58,822,126	$	-		$	33,212,631		$	(34,487,637	)	$	(1,275,006	)
Exercise of warrants		1,451,098		-			1,551,979			-			1,551,979
Stock-based compensation expense		1,493,908		-			4,018,493			-			4,018,493
Shares issued-Special Warrants		1,103,811		-			-			-			-
Shares issued as compensation in connection with financings		214,285		-			64,285			-			64,285
Net loss		-		-			-			(10,618,687	)		(10,618,687	)
Balance, December 31, 2024		63,085,228	$	-		$	38,847,388		$	(45,106,324	)	$	(6,258,936	)
Balance		63,085,228	$	-		$	38,847,388		$	(45,106,324	)	$	(6,258,936	)

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

F-44

YERBAÉ BRANDS CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS

(In United States dollars)

	2024			2023
	For the Twelve Months Ended December 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(10,618,687	)	$	(20,824,039	)
Adjustment to reconcile net loss to net cash used in operating activities:
Stock-based compensation		4,018,493			2,667,466
Performance shares granted upon consummation of RTO		-			6,086,596
Stock-based payments for services		-			149,998
Depreciation and amortization		17,085			34,579
Gain on sale of equipment		130			(777	)
Lease expense		(26,897	)		31,785
Interest expense		77,727			-
Accretion expense		741,503			373,956
Change in operating assets and liabilities:
Accounts receivable		655,170			(97,331	)
Inventory		286,268			(40,334	)
Prepaid expenses		268,529			(221,238	)
Accounts payable		687,494			(1,083,831	)
Accrued interest		197,159			101,064
Accrued expenses		39,247			99,567
Net cash used in operating activities		(3,656,779	)		(12,722,539	)
Net cash (used in) continuing operating activities		(3,656,779	)		(12,722,539	)
Cash flows from investing activities:
Recapitalization		-			640,709
Proceeds from the sale of equipment		-			96,945
Net cash flows provided by investing activities:		-			737,654
Cash flows from financing activities:
Proceeds from debt instruments and notes payable		3,034,976			6,888,910
Payments on debt instruments and notes payable		(2,328,335	)		(4,422,780	)
Proceeds from note - related party		320,000			-
Warrants exercised		1,551,979			1,225,741
Advances from Safety Shot		225,000			-
Proceeds from issuance of common stock and warrants		-			8,412,677
Net cash flows provided by (used in) financing activities:		2,803,620			12,104,548
Net change in cash		(853,159	)		119,663
Cash, beginning of period		977,373			857,710
Cash, end of period	$	124,214		$	977,373
Supplemental disclosure of cash flow information
Cash paid for interest	$	319,173		$	91,825
Conversion of notes payable to common stock	$	-		$	5,039,606
Reverse takeover transaction	$	-		$	(569,115	)

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

F-45

YERBAÉ BRANDS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2024 AND 2023

NOTE 1 - NATURE AND DESCRIPTION OF BUSINESS

Organization and Business Operations

Yerbaé Brands Corp. (“Yerbaé” and, together with its subsidiary, the “Company”, “we”, or “us”) is a corporation existing under the Business Corporations Act (British Columbia) (“BCBCA”). Yerbaé’s principal subsidiaries are Yerbaé Brands Co. (“Yerbaé USA”) and Yerbaé LLC of which Yerbaé owns 100% interests in. Yerbaé is a beverage manufacturer focusing on the development and distribution of plant-based energy drinks and seltzers.

On May 19, 2022, Yerbaé (formerly Kona Bay Technologies Inc. (“Kona Bay”)) entered into a definitive arrangement agreement and plan of merger, as amended on August 31, 2022 and February 8, 2023, with Yerbaé USA, Kona Bay Technologies (Delaware) Inc. (“Merger Sub”), a wholly-owned Delaware subsidiary of the Company, 1362283 B.C. Ltd. (“FinCo”), a wholly-owned British Columbia subsidiary of Kona Bay, Todd Gibson and Karrie Gibson, pursuant to which Kona Bay proposed to complete a business combination with Yerbaé USA via the acquisition of all of the issued and outstanding securities of Yerbaé USA from the securityholders (collectively, the “Original Yerbaé Securityholders”) of Yerbaé USA (the “Kona Bay Transaction”). The Kona Bay Transaction was subject to the approval of the TSX Venture Exchange (“TSXV”) and constituted a reverse takeover of Kona Bay by Yerbaé USA as defined in TSXV Policy 5.2 – Change of Business and Reverse Takeovers.

On January 7, 2025, Yerbaé entered into a definitive Arrangement Agreement with Safety Shot, pursuant to which, among other things, Safety Shot will acquire all of the issued and outstanding common shares of Yerbaé. The Arrangement will be implemented by way of a plan of arrangement in accordance with the Business Corporations Act and is subject to approval by the Supreme Court of British Columbia, the stockholders of Safety Shot and the shareholders of Yerbaé, and subject to other customary closing conditions for a transaction of this nature and size. The Arrangement has not been consummated as of the date of this filing.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include Yerbaé and its subsidiaries and include the accounts of all majority owned subsidiaries over which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. The Company had the following wholly-owned consolidated subsidiaries as of December 31, 2024:

Schedule of Wholly-owned Consolidated Subsidiaries

Subsidiary	Date of Incorporation	Jurisdiction of Incorporation	Ownership Percentage	Direct or Indirect Ownership
Yerbaé Brands Co.	August 21, 2020	Delaware	100%	Direct
Yerbaé LLC(1)	May 18, 2016	Delaware	100%	Indirect

(1) Yerbaé LLC is a wholly-owned subsidiary of Yerbaé Brands Co.

F-46

Going Concern

Yerbaé’s evaluation of its ability to continue as a going concern requires it to evaluate its future sources and uses of cash sufficient to fund its currently expected operations in conducting business activities one year from the date its consolidated financial statements are issued. Yerbaé evaluates the probability associated with each source and use of cash resources in making its going concern determination.

As discussed in Yerbaé’s consolidated financial statements, management believes that it is probable that the Company will be unable to meet its obligations as they come due within one year after the date that the financial statements are issued. Should the additional planned financings not occur as expected, management will implement alternative arrangements and such arrangements could have a potentially significant negative impact on the current net asset value of the Company. These alternatives include: (1) raising additional capital by means other than those planned through equity and/or debt financings; and/or (2) entering into new commercial relationships to help fund future expenses.

As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements within one year after the date that the financial statements are issued, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern.

Management Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on historical experience and various other assumptions that management believes to be reasonable under the circumstances, including the potential future effects of macroeconomic trends and events, such as inflation and interest rate levels; supply chain disruptions; uncertainty from potential recessionary effects; climate-related matters; market, industry and regulatory factors, including permitting issues; global events, such as the ongoing military conflicts in Ukraine and Palestine; and public health matters. These estimates form the basis for making judgments about the Company’s operating results and the carrying values of assets and liabilities that are not readily apparent from other sources. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations taken as a whole, actual results could differ materially from these estimates.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue in accordance with the five-step model outlined in ASC 606-Revenue from Contracts with Customers. Specifically, the Company recognizes revenue from the sale of Yerbaé product to its customers by applying the following steps:

1. Identify the contract(s) with a customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) the entity satisfies a performance obligation

Refer to Note 3 to the consolidated financial statements for additional information regarding the Company’s recognition, measurement and disclosure of its contracts with customers.

Income Taxes

Income taxes are accounted for using the asset and liability method in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 740, Income Taxes (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

F-47

The Company records net deferred tax assets to the extent it believes these assets will more-likely-than-not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

Cash and Cash Equivalents

Cash in the statement of financial position are comprised of cash at banks and on hand and short-term highly liquid deposits with a maturity date of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits. At certain times, the amount of cash equivalents at any one institution may exceed the federally insured prescribed limits; however, no losses have been incurred to date.

Accounts Receivable

Accounts receivables, net of the allowance for doubtful accounts, represent their estimated net realizable value, which approximates fair value. Provisions for doubtful accounts are recorded based on historical collection experience, current conditions and reasonable and supportable forecasts. Receivables are written off when they are deemed uncollectible.

Inventory

Inventory is valued at the lower of cost or net realizable value with cost determined on a first-in/first-out basis. The cost of inventory includes material and manufacturing costs. Inventoriable costs are expensed to cost of goods sold on the Consolidated Statement of Operations and Comprehensive Loss in the same period as finished products are sold. The amount of any write-down of inventory to net realizable value and all losses of inventory are recognized as an expense in the period when the write-down or loss. No write downs were recognized during the twelve month period ended December 31, 2024 or December 31, 2023. Further, we establish a reserve related to shrinkage. The reserve is adjusted at the end of each reporting period as needed.

Leases

In the ordinary course of business, the Company enters into agreements that provide financing for equipment and for other warehouse facility and vehicle needs. The Company reviews all agreements to determine if a leasing arrangement exists. When a leasing arrangement is identified, a determination is made at inception as to whether the lease is an operating or a finance lease. A lease exists when a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In determining whether a lease exists, the Company considers whether a contract provides both the right to obtain substantially all of the economic benefits from the use of an asset and the right to direct the use of the asset. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of the minimum future lease payments over the expected term of the lease. The Company’s lease assets are primarily concentrated in vehicles, machinery and equipment.

Leases with an initial term of 12 months or less are classified as short-term leases and are not recognized in the consolidated balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised, or unless it is reasonably certain that the equipment will be leased for greater than 12 months. The volume of lease activity for leases with an initial term of 12 months or less varies depending upon the number of ongoing projects at a given time, as well as the location and type of equipment required in connection with those projects. Lease payments for short-term leases are recognized on a straight-line basis over the lease term, and primarily relate to equipment used on construction projects, for which the rentals are based on daily, weekly or monthly rental rates, and typically contain termination for convenience provisions. Lease determinations are reassessed in the event of a change in lease terms. The Company has a limited number of sublease, equipment and other leasing arrangements, which are not considered material to the consolidated financial statements.

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Long-Lived Assets

Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is an indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. No impairments were recognized during either the year ended December 31, 2024 or December 31, 2023.

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect our own assumptions. While the Company does not have any financial instruments that are measured to fair value on a recurring or non-recurring basis, it does have financial instruments, such as cash, notes payable (current, non-current portion, and related party), accounts payable, and lease liability ( current and non-current portion) as of both December 31, 2024, and December 31, 2023. The fair value of the cash is equal to its carrying value due to the short-term nature and liquidity of the instrument. Similarly, the fair value of the notes payable (current portion, and related party), advance, lease liability (current portion), and accounts payable, which are categorized as level 3 instruments, are also equal to their carrying value due to the short term nature.

The Company’s financial instruments as of December 31, 2024 included cash, accounts receivables, accounts payable, related party notes payable and notes payable. The stated amounts of cash, accounts receivables and accounts payable represent fair value due to the short-term nature of the instruments. Further, the stated amount of the related party notes payable and notes payable, which are classified as level 3 instruments, also represent fair value due to the notes being issued at currently prevailing market rates.

Sales, Advertising and Marketing

The Company supports its products with advertising to build brand awareness of the Company’s various products in addition to other marketing programs executed by the Company’s contract marketing teams. Sales, advertising and marketing costs for the years ended December 31, 2024 and 2023 were approximately $1.2 million and $6.9 million, respectively.

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Share-Based Compensation

The Company measures fair value of employee stock-based compensation awards on the date of grant and allocates the related expense over the requisite service period. Further, the Company also grants non-employee options in exchange for certain goods and services. Similar to employee options, non-employee options are measured at fair value as of the grant date and are recognized when the goods or services or obtained. The fair value of restricted share units and performance share units is equal to the market price of the Company’s common share on the date of grant.

The fair value of stock options are measured using the Black-Scholes-Merton valuation model. The expected volatility is based on the implied volatilities for comparable companies and the expected life of the award is based on the simplified method.

When awards include a performance condition that impacts the vesting of the award, the Company records compensation cost when it becomes probable that the performance condition will be met and the expense will be attributed over the explicit or implicit service period. The Company accounts for forfeitures as they occur. Any previously recognized expense related to the forfeited awards will be reversed during the period of forfeiture.

Segment Reporting

The Company’s operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer (“CEO”). In addition to requiring certain information about operating segments, ASC 280 also requires that entities report certain information about their products and services, the geographic areas in which they operate, and their major customers.

Currently, the Company conducts its business within a single operating segment. Further, the Company does not have any long-lived assets located outside of the United States.

Complex Financial Instruments

Convertible Debt

To support its ongoing financing needs, the Company may issue debt with certain embedded options, such as a conversion option, and detachable warrants. In accounting for the convertible debt, the Company follows the guidance in ASC 815-15, Derivatives and Heding-Embedded Derivatives to determine whether the embedded conversion option should be considered an embedded derivative. If Yerbaé determines that the conversion option should be considered an embedded derivative, it then assesses the guidance in ASC 815-40, Derivatives and hedging-Contracts in Entity’s Own Equity to determine if the embedded derivative is considered indexed to the Company’s stock. If the embedded derivative is not considered indexed to the Company’s stock, Yerbaé will separate the embedded derivative from its debt host (based on its estimated fair value) and recognize it as a derivate liability to be re-measured to fair value at the end of each reporting period. For convertible debt issued during the fiscal year ended December 31, 2023, Yerbaé determined that the embedded conversion option was indexed to the Company’s stock and should therefore not be bi-furcated from the debt host and recognized as a derivative liability. No convertible debt was issued during our fiscal year ended December 31, 2024.

Detachable Warrants

In addition to convertible debt, the Company may also issue detachable warrants in connection with future financings. In accounting for the warrants, the Company will first determine whether they are in the scope of ASC 480 and therefore whether they are to be recognized as a liability and re-measured to fair value at the end of each reporting period. If the warrants are not within the scope of ASC 480, the Company will then determine if they satisfy the derivative criteria outlined in ASC 815-10, Derivatives and Hedging-Overall. If the warrants satisfy the criteria outlined in in the ASC subtopic, Yerbaé will then determine if they are indexed to the Company’s Common Shares. If the warrants are not considered indexed to the Company’s Common Shares, they will be recognized as a derivative liability and re-measured to fair value at the end of each reporting period. For warrants issued during both the year ended December 31, 2024 or December 31, 2023, the Company determined that they were indexed to the Company’s Common Shares and should therefore be classified in equity.

F-50

Allocation of Proceeds

In situations where the Company issues convertible debt with detachable warrants, Yerbaé determines the allocation of proceeds based on the guidance in ASC 470-20, Debt-Debt with Conversion and Other Options (assuming the conversion option is not bi-furcated from the debt host and the warrants are equity classified). Specifically, the Company allocates the proceeds between the convertible debt and detachable warrants based on their relative fair value. The portion allocated to the detachable warrants is then recognized as a debt discount and amortized to interest expense over the estimated life of the debt. If the debt is either paid down or converted to equity prior to its maturity date the Company will immediately recognize the remaining debt discount to interest expense.

Related Party

The Company identifies related party transactions in accordance with ASC 850, Related Party Disclosures (“ASC 850”). Further, related party transactions are disclosed in accordance with the requirements of ASC 850 and Rule 4-8(k) of Regulation S-X.

Recent Accounting Pronouncements

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. Yerbaé adopted the ASU beginning with its Form 10-K for the period ended December 31, 2024. However, the adoption of the new standard did not have a material impact on the requisite disclosure in its financial statements.

Income Taxes (Topic 740): Improvements to Income Tax Disclosures-In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025, and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. Yerbaé expects this ASU to only impact its disclosures with no impact to the Company’s results of operations, cash flows, and financial condition.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this Update require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. Public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is still assessing the new standard but does not believe it will have a material impact on its financial statements.

F-51

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue from Contracts With Customers

The Company is in the business of manufacturing plant-based beverages and derives its revenues from one primary source-product sales. Revenue from contracts with customers is recognized when control of the goods are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods.

The Company’s contracts with customers contain a single performance obligation consisting of providing Yerbaé energy drinks. As it pertains to the single performance obligation, the Company does not recognize any contract assets or contract liabilities as it does not: (1) have a right to consideration in exchange for goods or services that the entity has transferred to a customer when the right is conditioned on something other than the passage or (2) receive payment prior to performing.

The Company typically satisfies its performance obligations at a point time upon the occurrence of delivery of the product to the customer. Further, payment is typically received within 60 days after product delivery and does not include a significant financing component.

The Company’s contracts with customers include variable consideration including customer rebates and quick pay discounts. The Company estimates variable consideration, which it does not consider to be constrained, using either the most likely amount or expected value methods depending on the type of variable consideration.

The Company only provides refunds for products that are damaged during delivery to the customer. However, instances of refunds are rare and have not historically had a material impact on the Company’s results of operations. Finally, Yerbaé has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.

In addition to variable consideration, the Company also provides payments to certain customers for slotting fees. In accordance with the guidance in ASC 606-10-32, the Company determined that the payment is not in exchange for a distinct good or service and it is therefore recognized as a reduction to the transaction price. As the slotting fee payment covers the life of the contract with a customer, the initial payment is recognized as an asset and is amortized as a reduction to revenue on a rational and reasonable basis over the estimated life of the contract.

Costs to Obtain a Contract with a Customer

The Company does not recognize any assets related to either costs to obtain or fulfill a contract with a customer. We incur certain delivery costs prior to transferring control of Yerbaé product to the customers (i.e. outbound freight). In accordance with the guidance in ASC 606-10-25, those costs are recognized as a fulfillment cost as they are provided prior to transferring control of the Yerbaé product to the customer (i.e. akin to shipping and handling). Further, the costs are classified in general and administrative within the consolidated statement of operations and comprehensive loss.

F-52

Customer Concentration

Revenues from two customers represented $2,318,289 or 39% of total revenues and $230,276 or 4% of total revenues for the year ended December 31, 2024. In addition, revenues from two customers represented $7,069,600 or 59% of total revenues and $1,338,081 or 11% of total revenues for the year ended December 31, 2023.

NOTE 4 - REVERSE RECAPITALIZATION

Reverse Recapitalization

On February 8, 2023, Yerbaé completed the Kona Bay Transaction with Yerbaé USA by way of a reverse merger conducted pursuant to: (i) the provisions of the Delaware General Corporations Law (“DGCL”) in which Merger Sub merged with and into Yerbaé USA, and (ii) a plan of arrangement conducted pursuant to the provisions of the BCBCA, which resulted in the amalgamation of Kona Bay with FinCo. In connection with the Closing, Yerbaé (formerly, Kona Bay Technologies Inc.) consolidated its issued and outstanding common shares (each, a “Common Share”) on the basis of 5.8 pre-consolidation Common Shares for each one post-consolidation Common Share and changed its name from “Kona Bay Technologies Inc.” to “Yerbaé Brands Corp.”. In accounting for the Kona Bay Transaction, the Company determined that Kona Bay was a shell company (as that term has been defined in Rule 405 of the United States Securities Act of 1933) as prior to the merger they had no operations and assets consisting solely of cash and cash equivalents. Thus, pursuant to section 12100 of the United States Securities and Exchange Commission’s (“SEC”) financial reporting manual, the Company concluded that: (1) the Kona Bay Transaction should be accounted for as “a reverse takeover equivalent to the issuance of Common Shares by the Company for the net monetary assets of Kona Bay”; and (2) the Company should be considered the accounting acquirer/legal acquiree in the Kona Bay Transaction. As the Company concluded that Yerbaé USA was the accounting acquirer/legal acquiree in the transaction, the historical results of the combined company (prior the merger) represent the historical results of Yerbaé USA.

The recognition and measurement for the acquisition of Kona Bay, was analogized to the guidance in ASC 805-40 Reverse Acquisitions which requires that the accounting acquirer measure the fair value of the consideration transferred based on the number of common shares the legal target would have had to issue in order to retain a specified ownership in the combined Company (the “deemed issuance”). Yerbaé intended to retain and 85% ownership interest in the combined company, and therefore, based on 30.2 million shares outstanding immediately prior to the merger, would have had to issue approximately 5.3 million shares to the owners of the legal parent (to retain an 85% ownership). In addition, based on an equity financing by the Company which occurred immediately before the transaction, the Company determined that the common shares had a fair value of $1.23 per share. This resulted in the determination of the fair value of the consideration transferred in the transaction was approximately $6.5 million (5.2 million shares x $1.23 per Common Share) and that of the $6.5 million transferred approximately $0.6 million should be allocated to the cash acquired from Kona Bay (i.e., the “net assets” acquired) and the remaining $5.9 million should be recognized as a charge to equity as follows:

Schedule of Consideration Transferred Recognized as a Charge to Equity

	Allocation Table
	($ in millions)
Fair value of consideration paid	$	6.5
Net assets acquired (cash)		(0.6	)
Charge to additional paid in capital	$	5.9

In addition, the Company presented the acquisition of Kona Bay as a “recapitalization” line item in our statement of changes in shareholders equity reflecting: (1) the number of Kona Bay’s outstanding common shares immediately prior to the transaction; and (2) the approximately $6.5 million in fair value of consideration transferred (calculated pursuant to the paragraph above). Further, while the guidance in ASC 805-40 also requires a revision to historical equity (of the combined company) to reflect the legal capital of the legal acquirer, the Company concluded that this was not required in our scenario as the conversion ratio, which reflects the number of common shares issued by the legal acquirer to effectuate the transaction compared to the number of common shares in the capital of Yerbaé outstanding immediately prior to the transaction, was 1:1.

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NOTE 5 - INVENTORY

Inventory

Inventory consists of the following for the fiscal periods presented:

Schedule of Inventory

	2024			2023
	As of December 31,
	2024			2023
Raw material	$	240,540		$	54,954
Finished goods		439,228			908,433
Reserve for shrinkage		(3,748	)		(1,099	)
TOTAL	$	676,020		$	962,288

NOTE 6 – PROPERTY AND EQUIPMENT

Property and Equipment

Property and equipment are recorded at cost and consist primarily of vehicles. Depreciation is computed on a straight-line method over an estimated useful life of the asset of approximately five years.

Schedule of Property and Equipment

	2024			2023
	As of December 31,
	2024			2023
Vehicles, gross	$	74,036		$	109,915
Vehicles, accumulated depreciation		(47,566	)		(49,462	)
Vehicles, net	$	26,470		$	60,453

Depreciation expense totaled $17,085 and $34,579 for the twelve months ended December 31, 2024 and 2023, respectively, and is recorded in General and Administrative in the consolidated statement of operations.

NOTE 7 – ACCRUED EXPENSES

Accrued Expenses

Accrued expenses consist of the following as of the following dates:

Schedule of Accrued Expenses

	2024		2023
	As of December 31,
	2024		2023
Accrued employee bonuses and payroll	$	145,185	$	358,154
Accrued credit card expenses		413,592		259,144
Accrued interest		330,512		133,353
Other accrued expenses		187,543		89,775
TOTAL	$	1,076,832	$	840,426

NOTE 8 – LEASES

Leases

The Company entered into an office lease during December 2022, which it uses in its day-to-day operations. The Company recognizes operating lease expense on a straight-line basis over the lease term.

Management determines if an arrangement is a lease at contract inception. Lease and non-lease components are accounted for as a single component for all leases. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the expected lease term, which includes optional renewal periods if the Company determines it is reasonably certain that the option will be exercised.

F-54

As the Company’s leases do not provide an implicit rate, the discount rate used in the present value calculation represents our incremental borrowing rate determined using information available at the commencement date. Operating lease expense is included as a component of selling, general and administrative expenses in the statements of operations. For the years ended December 31, 2024, and 2023, the Company recorded operating lease expense of $120,229 and $116,322, respectively, which is included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. Cash payments on lease liabilities during the years ended December 31, 2024, and 2023 totaled $136,563 and $77,881, respectively. At December 31, 2024, and 2023 the weighted-average remaining lease term and discount rate were as follows:

Schedule of Weighted Average Remaining Lease Term and Discount Rate

	As of December 31,
	2024			2023
Weighted-average remaining lease term		1.06 years			2.06 years
Weighted-average discount rate		8.6	%		8.6	%

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of December 31, 2024:

Schedule of Future Minimum Lease Payments

Years Ended December 31,	Amount
2025	$	139,807
2026		23,797
Less imputed interest		(8,497	)
Remaining operating lease liability - December 31, 2024	$	155,107

NOTE 9 – NOTES PAYABLE

Notes Payable

Notes payable consisted of the following:

Schedule of Notes Payable

	December 31, 2024			December 31, 2023
Convertible notes payable to multiple investors in the amount of $3,802,000 in total. The loans mature during April 2025 and have a stated interest rate of 6.00%		2,937,805			2,196,302
Convertible notes payable to multiple investors in the amount of $3,802,000 in total. The loans mature during April 2025 and have a stated interest rate of 6.00%		2,937,805			2,196,302
Various notes payable in monthly installments ranging from $543 to $652, including interest ranging from 2.90% to 5.49%, due October 2026. The notes are secured by vehicles.		27,514			60,914
Short term note payable due to Amazon Lending originated December 26, 2023 maturing December 26, 2024 at an interest rate of 14.49%, secured by inventories.		-			317,000
Note payable to MaximCash Solutions for $750,000 with an original issue discount of $86,786. The loan matures on June 11, 2025 and has an effective interest rate of 42%		388,523			-
Note payable to an investor for $540,000 with an original issue discount of $40,000. The loan matures on August 16, 2025 and has an effective interest rate of 8%		510,000			-
Note payable to an investor for $60,000 with an original issue discount of $10,000. The loan matures on February 26, 2025 and has an effective interest rate of 16.7%		56,667			-
Note payable to an investor for $230,000. The loan agreement includes a payment rate of 15% of the Company’s weekly sales plus an additional $30,000 capital fee.		80,001			-
Related party note payable to a director of the Company for $330,000 with an original issue discount of $30,000. The loan matures on June 15, 2025 and has an effective interest rate of 10%.		315,000			-
Related party note payable to a director of the Company for $24,000 with an original issue discount of $4,000. The loan matures on February 26, 2025 and has an effective interest rate of 16.7%.		22,667			-
Total notes payable		4,338,177			2,574,216
Less current maturities		(4,327,200	)		(340,178	)
Total notes payable, non-current portion	$	10,977		$	2,234,038

F-55

Loans Issued Prior to 2024

Convertible Notes

On April 13, 2023, Yerbaé closed the first tranche (the “First Tranche”) of its brokered debenture unit (each, a “Debenture Unit”) offering which consisted of 1,650 Debenture Units for gross proceeds of $1,650,000. On May 5, 2023, Yerbaé closed the second tranche (the “Second Tranche”) pursuant to which it issued an additional 2,152 Debenture Units for gross proceeds of $2,152,000, and for aggregate gross proceeds, together with the closing of the First Tranche, of $3,802,000.

Each Debenture Unit consisted of: (i) one (1) convertible debenture (each, a “Debenture”) in the principal amount of $1,000; and (ii) 714 share purchase warrants. The Debentures mature on April 30, 2025 (the “Maturity Date”), and bear interest at a rate of 6.0% per annum, payable on the earlier of the Maturity Date or the date of conversion of the Debentures. The interest will be payable in Common Shares to be determined at the Market Price (as that term is defined in the Policies of the TSXV). The principal amount of the Debentures will be convertible at the holder’s option into Common Shares at any time prior to the close of business on the earlier of: (i) the last business day immediately preceding the Maturity Date, and (ii) the date fixed for redemption in the case of a change of control, at a conversion price of $1.40 per Common Share, subject to adjustment in certain customary events. Each warrant entitles the holder thereof to acquire one Common Share at a price per Common Share of $1.70 at any time prior to the Maturity Date, subject to an acceleration right whereby, if, in the event the Common Shares have a daily volume weighted average trading price on the TSXV (or such other recognized North American securities exchange) of $3.00 or greater per Common Share for any ten (10) consecutive trading day period at any time after the date that is four (4) months following the issuance of the warrants, Yerbaé may accelerate the expiry of the warrants by giving notice to the holders by disseminating a news release advising of the acceleration) and, in such case, the warrants will be deemed to have expired on the day which is thirty (30) days after the date of such notice.

In accounting for the Debentures, the Company concluded the conversion option should not be bi-furcated from the debt host as it was considered indexed to the company’s stock in accordance with ASC 815-40. Further, the Company also concluded that the detachable warrants should be classified in equity as they: (1) were not within the scope of ASC 480-10; and (2) should be considered indexed to the Company’s Common Shares. In accordance with ASC 470-20, the Company recognized both the Debentures and detachable warrants at their relative fair values. This resulted in the recognition of a debt discount that is being amortized to interest expense over the life of the Debenture Units. During the year ended December 31, 2023, $525,000 in principal and $14,606 in accrued interest was converted into an aggregate of 385,432 Common Shares. During the year ended December 31, 2024 and 2023 the Company recorded accretion expense of $741,503 and $373,956. The remaining unamortized debt discount balance as of December 31, 2024 and 2023 was $339,195 and $1,080,698. Further, the remaining balance of the convertible debentures as of December 31, 2024 and 2023 was $2,937,805 and $2,196,302, respectively.

Motor Vehicle Loan

During 2023, the Company entered into various notes payable related to vehicles with monthly instalments ranging from $543 to $652, including interest ranging from 2.90% to 5.49%, due October 2026. The notes are secured by vehicles. There were no changes to the terms of these loans. All changes were a result of repayment.

Amazon Lending

During 2023, the Company entered into a financing arrangement with Amazon Lending, maturing December 26, 2024 at an interest rate of 14.49%, secured by inventories. There were no changes to the terms of these loans. All changes were a result of repayment.

Ampla and Oxford Financing

On May 16, 2023, Yerbaé replaced their finance provider Ampla LLC (“Ampla”) and secured a new accounts receivable and inventory of $2,500,000 with Oxford Commercial Finance, a Michigan banking corporation, through its Delaware subsidiary Yerbaé LLC. The Company can draw down funds as needed and only pay interest on the amount borrowed. The debt facility was secured by a security interest in all assets of Yerbaé, including a first security interest in Yerbaé’s accounts receivable and inventory. The facility was repaid during 2023.

Loans Issued During 2024

Unrelated Third-Party Loans

On September 16, 2024, the Company entered into an agreement with a private lender whereby the lender originally agreed to loan an aggregate of up to $540,000. The loan matures on August 16, 2025. The balance of the loan was $510,000 net of discounts and repayments as of December 31, 2024 and had an effective interest rate of approximately 8.0%.

On August 26, 2024, the Company entered into an agreement with a lender whereby the lender agreed to loan an aggregate of up to $60,000. The loan matures on February 26, 2025. The balance of the loan was $56,667 net of discount and repayments as of December 31, 2024 and had an effective interest rate of approximately 16.7%.

On July 5, 2024, the Company entered into a loan agreement with MaximCash solutions for $750,000. The loan included origination costs of $22,500. In addition, the Company agreed to issue the lender common stock with a fair value of $64,285 of the Company for a total discount of $86,786. The loan matures on July 5, 2025. The balance of the loan was $388,522 net of discounts and repayments as of December 31, 2024 and had an effective interest rate of 42%.

F-56

During June of 2024, the Company entered into a loan agreement with Parafin for $230,000 and stated fee of $30,000; of which $23,077 was paid during period. This stated fee is treated as an interest and amortized over the term of the loan. The loan agreement includes a payment rate of 15% of the Company’s weekly sales over an 8-month period. The balance of the loan was $80,001, net of discounts and repayments as of December 31, 2024.

Related Party Loans

These loans are described in Note 14.

Line of Credit

On May 16, 2023, Yerbaé’s Delaware subsidiary, Yerbaé LLC, replaced its line of credit provider Ampla LLC (“Ampla”) and secured a new accounts receivable and inventory revolving line of credit of $2,500,000 from Oxford Commercial Finance, a Michigan banking corporation. The Company was able to draw down funds as needed and only pay interest on the amount borrowed. The debt facility was secured by a security interest in all assets of Yerbaé, including a first security interest in Yerbaé’s accounts receivable and inventory. The outstanding balance due to Oxford Commercial Finance was $0 at December 31, 2023 and was no longer a contracted facility as of December 31, 2024.

Future principal maturities of notes payable at December 31, 2024 were as follows:

Schedule of Future Maturities of Notes Payable

2025	$	4,759,453
2026		10,977
Total payments	$	4,770,430
Debt discount		(432,253	)
Balance	$	4,338,177

Advances

Pursuant to the Arrangement Agreement with Safety Shot, short-term operating cash advances are to be made available to the Company. During the year ended December 31, 2024, the Company received short-term operating cash totaling $225,000.

NOTE 10 – SHARE CAPITAL

Share Capital

Yerbaé is authorized to issue an unlimited number of Common Shares without par value and 100,000,000 preferred shares (each, a “Preferred Share”) without par value.

Schedule of Share Capital

	As of December 31,
Issued and outstanding	2024		2023
Common shares(1)		63,085,228		58,822,126
Preferred shares		-		-
Warrants(2)		10,954,307		14,805,080
Stock options(3)		2,163,635		2,141,526
RSUs(4)		2,502,774		938,206
PSUs(5)		1,224,441		934,623
Fully-diluted share total		79,930,385		77,641,561

(1)	The outstanding Common Shares total is inclusive of the 8,000,000 Performance Shares.
(2)	The weighted average strike price of outstanding share purchase warrants is $1.48.
(3)	The weighted average strike price of outstanding stock options is $1.06.
(4)	The RSUs vest after 12 months. 1,611,110 vest in January 2025. The remaining 891,664 vest in April 2025.
(5)	During the year ended December 31, 2024, the Company granted an aggregate of 1,416,107 PSU’s of which 191,666 were forfeited during the period. 877,775 of the PSUs vest contingent upon and at the time the Company reaches certain net sales and capital raising thresholds for 2024. 346,666 vest contingent upon and at the time of completion of 12 consecutive months of services ending March 2025.

For the years ended December 31, 2024 and 2023, the Company had the following equity transactions:

On May 19, 2022, Yerbaé (formerly Kona Bay) entered into the Arrangement Agreement with Yerbaé USA, Merger Sub, FinCo, Todd Gibson and Karrie Gibson, with respect to the Kona Bay Transaction. On February 8, 2023, Yerbaé completed its Kona Bay Transaction with Yerbaé USA by way of a reverse takeover. conducted pursuant to: (i) the provisions of the DGCL in which Merger Sub merged with and into Yerbaé USA, and (ii) a plan of arrangement conducted pursuant to the provisions of the BCBCA. In connection with the Closing, Yerbaé (formerly, Kona Bay) consolidated its outstanding Common Shares on the basis of 5.8 pre-consolidation Common Shares for each one post-consolidation Common Share prior to the completion of the Amalgamation and changed its name from “Kona Bay Technologies Inc.” to “Yerbaé Brands Corp.”. Total Common Shares issued relating to the reverse takeover that were issued to former Kona Bay shareholders was 8,239,215 Common Shares with a fair value of $7,526,000.

At the time of Closing, an aggregate of 54,493,953 Common Shares were issued and outstanding of which: 35,848,290 Common Shares were issued to the former Yerbaé shareholders (inclusive of an aggregate of 5,631,276 Common Shares issued to former holders of an aggregate of $4,500,000 in convertible promissory notes of Yerbaé USA converted immediately prior to closing of the Kona Bay Transaction), 8,000,000 performance Common Shares (each, a “Performance Share”) were issued with a fair value of $11,360,000 of which $2,433,404 was recognized as a reduction of equity related to the current financing proceeds received and $2,840,000 has been included as deferred offering costs initially, and as of December 31, 2023, the deferred offering costs balance was Nil. The Performance Shares are held in escrow and are to be released upon the completion of certain performance-based incentives related to the listing of the Common Shares on the TSX Venture Exchange (“TSXV”), future equity financings, and certain trailing gross revenue targets, and 2,015,163 Shares were issued to former holders of subscription receipts of FinCo issuable in connection to a concurrent financing of $2,433,404 to the Kona Bay Transaction.

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In addition, the 1,087,752 options to purchase shares of common stock (each, a “Yerbaé USA Share”) of Yerbaé USA which were outstanding immediately prior to closing of the Kona Bay Transaction were cancelled and the holders thereof were granted an aggregate of 1,087,752 options to purchase Common Shares (each, an “Option”), 1,754,464 warrants to purchase Yerbaé USA Shares which were outstanding immediately prior to Closing were cancelled and the holders thereof were granted an aggregate of 1,754,464 replacement warrants of Yerbaé, and 2,015,163 warrants to purchase shares of FinCo which were outstanding immediately prior to closing of the Kona Bay Transaction were cancelled and the holders thereof were granted an aggregate of 2,015,163 replacement warrants. 5,631,276 warrants were also issued as part of the conversion of the $4,500,000 convertible promissory notes.

In connection with the closing of the Kona Bay Transaction, the parties paid customary advisory fees to an eligible arm’s length third party finder (the “Finder”), in consideration for the Finder’s services in facilitating the identification, negotiation and implementation of the Kona Bay Transaction which consisted of the issuance of 507,662 Common Shares with a fair value of $720,880, as well as a cash payment of $200,000.

On July 17 2023, Yerbaé announced a non-brokered private placement of units (each, a “Unit”) of the Company at a price of $1.83 per Unit for aggregate gross proceeds of up to $5,000,000 (the “Offering”), with each Unit consisting of one Common Share and one warrant entitling the holder thereof to acquire one additional Common Share at a price per warrant share of $2.15 for a period of 24 months from the date of issuance. On August 18, 2023, Yerbaé closed the initial tranche of the Offering which consisted of the issuance by the Company of 2,219,629 Units for aggregate gross proceeds of $4,061,921. In connection with the closing of the initial tranche, the Company paid eligible finders cash fees of $33,243. On August 31, 2023, Yerbaé closed the second tranche of the Offering which consisted of the issuance by the Company of 225,329 Units for aggregate gross proceeds of $412,352.

Yerbaé entered into an agreement, as amended on June 19, 2023 (the “FORCE Family Agreement”) with FORCE Family Office Inc. (“FORCE”). Under the terms of the FORCE agreement, FORCE will provide certain business development and corporate strategies services to enhance the Company’s growth and market positioning. In consideration for the services to be provided by FORCE, the Company agreed to pay FORCE an aggregate consulting fee of $150,000 payable in Common Shares as to $25,000 in Common Shares on the date that is one month from the date of execution of the FORCE agreement at a deemed price per Common Share equal to the prevailing market price of the Common Shares on the date of such payment and $125,000 in Common Shares on the date of expiration of the six month term at a deemed price per Common Share equal to the prevailing market price of the Common Shares on the date of such payment. Accordingly, on July 21, 2023, the Company issued 11,363 Common Shares to FORCE at a deemed price of $2.20 per Common Share in satisfaction of the initial $25,000 payment.

On November 16, 2023, Yerbaé issued 159,496 Common Shares upon the exercise of 159,496 warrants. On November 24, 2023, Yerbaé issued 66,489 Common Shares at a deemed price of US$1.88 per Common Share to FORCE pursuant to the terms of the FORCE Family Agreement.

On December 29, 2023, Yerbaé granted, effective January 1, 2024, an aggregate of 531,250 Options, 1,666,665 RSUs and 1,002,775 PSUs. Each Option, once vested, is exercisable into one Common Share at a price of $0.96 per Common Share for a period of 7 years. Each RSU represents the right to receive, once vested twelve (12) months from the date of grant, in accordance with corresponding the RSU award agreements, one Common Share. Each PSU represents the right to receive, once vested, in accordance with the correspondence PSU award agreements and achievement of the performance criteria, one Common Share. Subsequent to the year end the board of directors approved a change to the vesting conditions of 877,775 PSUs whereby all performance-based criteria were removed, leaving only a time-based criteria. As a result of the modification, these awards were fully vested on February 13, 2025.

During the year ended December 31, 2023, $525,000 in principal amount of Debentures and $14,606 in accrued interest was converted into an aggregate of 375,000 Common Shares. The principal amount was converted using a Common Share price of $1.40 and the accrued interest was converted using a weighted average Common Share price of $1.81.

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During the year ending December 31, 2023, the Company received proceeds of $1,040,212 in relation to the exercise of an aggregate of 1,094,968 Warrants at $0.95 per Common Share resulting in the issuance of 1,094,968 Common Shares. At December 31, 2023, there were 58,822,126 common shares issued and outstanding.

On January 16, 2024, the Company issued, in connection with the exercise by one eligible warrant holder (the “Eligible Holder”) who participated in the Company’s warrant exercise incentive program an aggregate of 835,000 Warrants for aggregate proceeds to the Company of $1,002,000, and an aggregate of 835,000 warrants (each, an “Incentive Warrant”) to the Eligible Holder. The Incentive Warrants are exercisable into the same number of common shares of the Company at an exercise price of $1.50 per common share until December 14, 2025, subject to an acceleration provision whereby, if for any thirty (30) consecutive trading days (the “Premium Trading Days”) following the repricing the closing price of the common shares exceeds $2.50 per common share, the Incentive Warrants’ expiry date will be accelerated such that holders will have thirty (30) calendar days to exercise the Incentive Warrants (if they have not first expired in the normal course) (the “Acceleration Clause”). In accordance with the guidance in ASC 815-40-35, the Company determined that the exchange was related to equity financing (i.e. the inducement of the existing warrants) and therefore recognized the $133,600 excess in fair value of the exchanged instrument over the fair value of the instrument immediately before it was exchanged as an equity issuance cost.

On January 22, 2024, the Company issued, in connection with the exercise by one eligible warrant holder, an aggregate of 263,157 Common Shares for aggregate proceeds to the Company of $249,980.

On January 30, 2024, the Company issued, in connection with the exercise by one eligible warrant holder, an aggregate of 352,941 Common Shares for aggregate proceeds to the Company of $300,000.

On March 12, 2024, the Company issued an aggregate of 1,493,908 Common Shares at a deemed issue price of $0.74 pursuant to the vesting of certain performance share units (each, a “PSU”) and restricted share units (each, a “RSU”), as to 685,867 PSUs and 808,041 RSUs.

On April 8, 2024, the Company issued an aggregate of 1,103,811 common shares and 1,103,811 share purchase warrants pursuant to the exercise and terms of 1,003,468 special warrants originally issued pursuant to the closing of a special warrants offering which closed on December 6, 2023. The proceeds of the special warrants of approximately $1.5 million were received on December 6, 2023 and no proceeds were received upon the exercise of the special warrants.

On October 3, 2024, the Company issued 214,835 common shares at a fair value of $0.30 per common share pursuant to a loan agreement with Maximcash solutions (see Note 9).

During the twelve months ended December 31, 2024, there was a total of 2,399,675 warrants expired unexercised.

Performance Shares

During the year ended December 31, 2023, the Company granted:

	(a)	an aggregate of 5 million Performance Shares to the CEO and COO upon consummation of the Kona Bay Transaction. These Performance Shares are held in escrow and are to be released upon the completion of certain performance-based incentives related to the listing of the Common Shares on the TSXV future equity financings, and certain trailing gross revenue targets. As of December 31, 2024, 2.5 million performance shares have been released, and the remainder are in escrow as not all of the performance criteria have been achieved; and
	(b)	an aggregate of 3 million Performance Shares to unrelated third parties in connection with the Kona Bay Transaction. One million of these Performance Shares were released upon completion of the Kona Bay Transaction. The remaining two million Performance Shares were subject to escrow until completion, within twelve months of the Listing Date, by the Company of a financing of a minimum aggregate of $7,000,000 (excluding the proceeds from the Concurrent Financing) at a valuation of the Company equal to a minimum of $50,000,000. These performance criteria were met during the year ended December 31, 2023, and, as such, all of the performance shares were released from escrow as of December 31, 2023.

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NOTE 11 - EMPLOYEE SHARE-BASED PAYMENT ARRANGEMENTS

Employee Share-based Payment Arrangements

Equity Appreciation Rights Plan

During 2018, the Company entered into an Equity Appreciation Rights Plan with certain employees. Under the plan, individuals earned compensation based on the excess of the current fair market values per share of the Company over the fair market values per share of the Company in the year the rights were awarded. These fair value estimates have been based on an agreed upon Company valuation model, as detailed in the Equity Appreciation Rights Plan. Effective July 1, 2022, the Company converted the equity appreciation rights plan into a stock option plan. All existing options in the equity appreciation rights plan were transferred into the stock option plan. In connection with the Closing of the Safety Shot Transaction, all rights and stock options granted under the Equity Appreciation Rights Plan were cancelled and replaced by corresponding securities under the Company’s Equity Incentive Plan (the “Plan”).

Equity Incentive Plan

The Plan is a rolling plan for stock options and a fixed 10% plan for performance-based awards like restricted share units (each, a “RSU”), performance share units (each, a “PSU”), and deferred share unit (collectively with the RSUs and PSUs, the “Performance-Based Awards”), such that the aggregate number of common shares that: (i) may be issued upon the exercise or settlement of options granted under the Plan, shall not exceed 10% of the Company’s issued and outstanding common shares from time to time, and (ii) may be issued in respect of Performance-Based Awards shall not exceed 5,455,121. Under the Plan, common shares that were the subject of any awards that have been settled or cancelled, terminated , surrendered forfeited or have expired without being exercised, and pursuant to which no securities have been issued, may be continued to be issuable under the Plan.

The following table summarizes the activity for stock options granted under the Plan for the fiscal years presented:

Schedule of Summarizes the Activity for Stock Options Granted Under the Plan

Options	Total Options Outstanding			Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Term
Outstanding at December 31, 2023		2,141,526		$	1.10
Granted		985,475		$	0.79
Exercised		-		$	-
Forfeited or expired		(963,366	)	$	0.84
Outstanding at December 31, 2024		2,163,635		$	1.06		5.3
Exercisable at December 31, 2024		1,255,935		$	1.17		5.0

Stock-based compensation expense related to stock options recorded for the year ended December 31, 2024 and 2023 was $642,997 and $800,418, respectively, and is recorded in general and administrative on the statement of operations and comprehensive loss. As of December 31, 2024, stock options had no aggregate intrinsic value.

As of December 31, 2024, management, directors and other related parties had 3,527,216 performance awards outstanding which vest at various dates throughout 2025.

The following table summarizes the activity for RSUs and PSUs granted under the Plan for our most recent fiscal year:

Schedule of Summarizes the Activity for RSUs and PSUs Granted Under the Plan

	RSUs					PSUs
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Balance, December 31, 2023		938,206		$	1.42		934,623		$	1.58
Granted		2,558,329		$	0.97		1,416,107		$	1.04
Vested		(923,755	)	$	1.45		(934,623	)	$	1.58
Forfeited		(70,006	)	$	1.20		(191,666	)	$	1.20
Balance, December 31, 2024		2,502,774		$	0.96		1,224,441		$	1.13

Stock-based compensation expense related to RSUs and PSUs recorded for the year ended December 31, 2024 and 2023 was $3,375,496 and $1,867,003, respectively. The expense is recorded in general and administrative on the statement of operations and comprehensive loss.

As of December 31, 2024, management, directors and other related parties had 276,037 stock options unvested and 945,336 stock options vested and exercisable.

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The fair value of issued RSUs and PSUs are based on the fair value of the underlying shares as of the grant date. Further, we determine the fair value of granted options using the Black-Scholes-Merton valuation model with the following inputs:

Schedule of Weighted Average Assumptions Used in the Fair Value

Risk-Free Interest Rate	3.99	%
Expected Term	5 Years
Expected Volatility	75.34	%

During the year ended December 31, 2023, 5 million Performance Shares were granted to the CEO and COO in connection with the Kona Bay Transaction. The grant included certain performance conditions which had not yet been met as of December 31, 2023. These shares are issued and outstanding and held in escrow until the performance conditions are met. Total expense related to this grant was $6.1 million for the year ended December 31, 2023 and is recorded in general and administrative on the statement of operations and comprehensive loss.

During the year ended December 31, 2023, 3 million Performance Shares were granted to a party for services provided in connection with the Kona Bay Transaction. This grant included certain performance conditions which were met during 2023 and therefore the shares were issued to the party and are outstanding, resulting in an amount of $3.7 million include as an offset to additional paid-in capital.

The Milestones set out in the Arrangement Agreement included the following:

● 1,000,000 of the Performance Shares issued to Klutch were subject to escrow until completion of the concurrent financing undertaken in connection with the Kona Bay Transaction (the “Concurrent Financing”) and the listing of the Company on the TSXV. These Performance Shares were released to Klutch on achievement of this Milestone; ● 2,000,000 Performance Shares are subject to escrow until completion by the Company, within 12 months of its listing on the TSXV, of a minimum aggregate financing in the amount of $7,000,000 (excluding the proceeds from the Concurrent Financing) at a valuation of the Company equal to a minimum of $50,000,000. These Performance Shares became eligible for release to Klutch on February 8, 2024 in connection with the achievement of this Milestone; ● 2,500,000 Performance Shares were subject to escrow until the Company achieves $10,000,000 in trailing gross sales in any performance period. 1,250,000 Performance Shares were released to each of Todd Gibson and Karrie Gibson on April 30, 2023; ● 1,000,000 Performance Shares are subject to escrow until the Company achieves $15,000,000 in trailing gross sales in any performance period; ● 1,000,000 Performance Shares are subject to escrow until the Company achieves $20,000,000 in trailing gross sales in any performance period; and ● 500,000 Performance Shares are subject to escrow until the Company achieves $25,000,000 in trailing gross sales in any performance period.

As of December 31, 2024, 2,500,000 Performance Shares remain subject to the escrow restrictions as of the date hereof.

NOTE 12 - WARRANTS

Warrants

At December 31, 2024, the Company had outstanding share purchase warrants to purchase 10,954,307 Common Shares at prices ranging from $0.85 to $2.15 per Common Share. The warrants expire at various dates through February 8, 2026. At December 31, 2024, Yerbaé had an aggregate of 10,954,307 Common Shares reserved for the due exercise of the outstanding warrants.

As discussed, management uses the Black-Scholes-Merton valuation model to determine the fair value of the issued warrants. In using the Black-Scholes-Merton option pricing model, management has determined that the warrants have a weighted average value ranging from $0.12 to $0.96 per warrant.

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The assumptions used in the calculated fair value of warrants are as follows:

Schedule of Fair Value of Warrants

Risk-free interest rate	3.99	%
Expected life in years at date of issuance	2-5 years
Expected volatility	75.34	%

The following table summarizes the activity for warrants for the fiscal years presented:

Summary of Warrant Outstanding

	Total Warrants
	Total Warrants Outstanding			Weighted Average Exercise Price ($)
Balance, December 31, 2023		14,805,080		$	1.44
Issued		-		$	-
Exercised		(1,451,098	)	$	1.23
Expired		(2,399,675	)	$	1.50
Balance, December 31, 2024		10,954,307		$	1.48

NOTE 13 – LOSS PER SHARE

Loss Per Share

Basic loss per share is calculated by dividing the net loss by the weighted average number of Common Shares issued during years ended December 31, 2024, and 2023. The following table reflects the loss and share data used in the basic loss per share calculations:

Schedule of Net Loss Per Share

	2024			2023
	For the Twelve Months Ended December 31,
	2024			2023
Net loss	$	(10,618,687	)	$	(20,824,039	)
Basic and diluted weighted average number of Common Shares in issue		62,258,734			53,850,285
Basic and diluted loss per share	$	(0.17	)	$	(0.39	)

Diluted loss per share did not include the effect of outstanding stock options, PSUs, RSUs, performance shares, warrants and convertible debentures as the effect would be anti-dilutive. The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive:

Schedule of Anti Dilutive Securities Excluded from Computation Earnings Per Share

	Years Ended December 31,
	2024		2023
Restricted stock units (1)		2,502,774		938,206
Performance share units (1)		1,224,441		934,623
Performance shares		2,500,000		2,500,000
Stock options		2,163,635		2,141,526
Warrants		10,954,307		14,805,080
Convertible debt		2,715,714		2,715,714

(1) These amounts represent securities convertible into the same number of shares, which are not yet issued

NOTE 14 – RELATED PARTIES

Related Parties

On January 30, 2023, the Company entered into a loan agreement with a director of the Company. An aggregate of $100,000 was advanced by the related party pursuant to the loan agreement. The loan was fully repaid during 2023.

On July 1, 2024, the Company entered into a loan agreement with a director of the Company, whereby the director loaned the Company $330,000. The loan matures on June 15, 2025 and had an effective interest rate 10%. The net balance of the loan as of December 31, 2024, was $315,000 which includes accrued interest to the end of the period.

On August 26, 2024, the Company entered into a loan agreement with a director of the Company, whereby the director loaned the Company $24,000 with an effective rate of 16.7%. The loan matures on February 26, 2025. The balance of the loan as of December 31, 2024, was $22,667 net of discount and repayments.

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NOTE 15 - INCOME TAXES

Income Taxes

The Company did not recognize any current or deferred taxes for either its year ended December 31, 2024 or December 31, 2023 as follows:

Schedule of Current or Deferred Taxes

		2024		2023
		December 31,
		2024		2023
Current (expense) benefit:
United States federal		-		-
State		-		-
Total current (expense) benefit		-		-
Deferred (expense) benefit:
United States federal		-		-
State		-		-
Total deferred (expense) benefit		-		-
Total income tax (expense) benefit	$	-	$	-

Income tax expense attributable to income before income taxes differs from the amounts computed by applying the combined federal and state tax rate of 25.8% to pre-tax income as a result of the following:

Schedule of Income Tax Expense Attributable to Income Before Income Taxes

	2024			2023
	December 31,
	2024			2023
Income Tax (provision) benefit at the federal statutory rate of 21%	$	(2,229,924	)	$	(4,373,048	)
State income (tax) benefit, net of federal taxes		(329,501	)		(1,158,380	)
True up deferred opening balances Federal		-			585
Interest expense		-			59,974
Accretion interest		155,716			339,550
Officer life insurance		-			-
True up deferred opening balances		-			-
Update for other differences		(1,382,672	)		95,993
Meals and entertainment		10,967			22,703
Stock compensation		150,069			-
Charitable contribution limitation		52			-
Change in valuation allowance		3,625,293			5,012,623
Total income tax (expense) benefit	$	-		$	-

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision differs from the statutory tax rates applied to income before provision for income taxes due principally to amounts that are not taxable and expenses charged which are not tax deductible.

The net deferred tax assets in the accompanying statement of financial position as of December 31, 2024 and 2023 included the following components:

Schedule of Net Deferred Tax Assets

	2024			2023
	December 31,
	2024			2023
Net deferred tax asset	$	12,478,095		$	8,852,802
Valuation allowance		(12,478,095	)		(8,852,802	)
Net deferred tax asset	$	-		$	-

The deferred tax asset as of December 31, 2024 and 2023 was comprised of the tax effect of cumulative temporary differences as follows:

Schedule of Deferred Tax Assets and Liabilities

	2024			2023
	December 31,
	2024			2023
Deferred Tax Assets:
Operating lease liability	$	37,371		$	70,288
Inventory reserve		903			283
Warranty reserve		1,352,054			21,752
Charitable contribution		710			3,957
Share-based compensation		395,639			784,757
Legal and accounting		138,387			147,985
Federal net operating loss		9,263,738			6,448,872
State net operating loss		1,354,886			1,444,669
Total deferred tax assets		12,543,688			8,922,563
Deferred Tax Liabilities:
Operating lease asset		(59,553	)		(54,180	)
Fixed assets		(6,040	)		(15,581	)
Total deferred tax liabilities		(65,593	)		(69,761	)
Net deferred tax assets		12,478,095			8,852,802
Valuation allowance		(12,478,095	)		(8,852,802	)
Total net deferred tax assets		-			-

After weighing all available evidence for the periods ended December 31, 2024 and 2023, the Company has recorded a full valuation allowance against the net deferred tax assets. In addition, the Company had available at December 31, 2024 and 2023 unused operating loss carryforwards of $44,113,040 and $23,922,378, respectively, which can be carried forward indefinitely and may provide future tax benefits.

The Company continuously monitors its current and prior filing positions in order to determine if any unrecognized tax positions should be recorded. The analysis involves considerable judgement and is based on the best information available. For the periods ended December 31, 2024 and 2023, the Company is not aware of any positions which require an uncertain tax position liability.

NOTE 16 - COST OF SALES

Cost of Sales

Cost of sales is primarily comprised of materials, including in-bound freight, and rent related to the Company’s manufacturing facilities. The breakdown for the items within costs of sales was the following for the years presented:

Schedule of Cost of Sales

	2024		2023
	For the Twelve Months Ended December 31,
	2024		2023
Materials	$	2,709,982	$	5,832,752
Warehouse rent (non-lease)		181,352		143,325
Cost of goods sold	$	2,891,334	$	5,976,077

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NOTE 17 – GENERAL AND ADMINISTRATIVE

General and Administrative

General and administrative consisted of the following expenses during the periods presented:

Schedule of General and Administrative Expenses

	2024		2023
	For the Twelve Months Ended December 31,
	2024		2023
Share-based compensation	$	4,018,493	$	2,667,466
Outbound freight		1,761,394		2,505,189
Employee benefits		2,199,933		2,858,062
Professional fees		1,471,695		3,185,400
Office expenses		1,025,500		1,150,530
Performance shares granted upon consummation of RTO		-		6,086,596
Other		581,464		846,248
Total general and administrative expenses	$	11,058,479	$	19,299,491

NOTE 18 - COMMITMENTS & CONTINGENCIES

Commitments and Contingencies

Litigation

During the ordinary course of the Company’s business, it is subject to various claims and litigation. Management believes that the outcome of such claims or litigation will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flow.

Commitments

The Company has unconditional purchase obligations for certain raw materials, such as ingredients and bottles. However, none of the contracts related to the purchase obligations are entered into for a period greater than one year.

NOTE 19 – MARKET RISK

Market Risk

Credit Risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily accounts receivable) and from its financing activities, including deposits with banks and financial institutions. The Company places its cash with high quality credit institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation (“FDIC”) limit. As of December 31, 2023, the Company had a cash balance that exceeded the FDIC limit with four financial institutions. Management believes that the risk of loss is not significant and has not experienced any losses in such accounts.

Interest Rate Fluctuation Risk

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2024, we did not have any cash equivalents.

The primary objective of our investment activities is to preserve the principal while maximizing income without significantly increasing risk. Because we only hold cash and our portfolio’s fair value is insensitive to interest rate changes. In future periods, we will continue to evaluate our investment policy in order to ensure that we continue to meet our overall objectives. A hypothetical 100 basis point increase or decrease in interest rates would not have a material effect on our financial results.

F-64

Price Risk

In the normal course of business our financial position is routinely subject to a variety of risks. The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which we are exposed are fluctuations in commodity and other input prices affecting the costs of our raw materials (including, but not limited to, increases in the costs of aluminum cans, as well as certain sweeteners), fluctuations in energy and fuel prices, as well as limitations in the availability of aluminum cans and certain other raw materials and packaging materials. We generally do not use hedging agreements or alternative instruments to manage the risks associated with securing sufficient ingredients or raw materials. We are also subject to market risks with respect to the cost of commodities and other inputs because our ability to recover increased costs through higher pricing is limited by the competitive environment in which we operate.

We do not use derivative financial instruments to protect ourselves from fluctuations in interest rates and, except for aluminum, generally do not hedge against fluctuations in commodity prices.

Capital Management

The Company’s policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Company consists of the aggregate of short-term and long-term debt (including convertible debt, notes payable, lease liabilities and advances) additional capital and deficit.

The Company manages its capital structure and makes adjustments to it in light of economic conditions and externally imposed capital requirements. The Company, upon approval from its Board of Directors, will make changes to its capital structure as deemed appropriate under specific circumstances. The current objectives are to safeguard the Company’s ability to continue as a going concern, provide financial capacity and flexibility to meet its strategic objectives and provide an adequate return to unitholders commensurate with the level of risk.

There were no changes in the Company’s approach to capital management during the year.

NOTE 20 - SUBSEQUENT EVENTS

Subsequent Events

On January 7, 2025, the Company entered into the Arrangement Agreement with Safety Shot, a Delaware corporation, pursuant to which, among other things, Safety Shot will acquire all of the issued and outstanding common shares of Yerbaé. The Arrangement will be implemented by way of a plan of arrangement in accordance with the Business Corporations Act (British Columbia) and is subject to approval by the Supreme Court of British Columbia, the stockholders of Safety Shot and the shareholders of Yerbaé, and subject to other customary closing conditions for a transaction of this nature and size.

On February 13, 2025, Yerbaé granted of an aggregate of 4,115,000 Options and 975,000 RSUs to certain officers, directors and key employees of the Company pursuant to the Plan. The Options are exercisable to acquire up to 4,115,000 Common Shares at an exercise price of $0.105 per Common Share for a period of seven years from the date of grant. All Options vested immediately upon grant. All of the 975,000 RSUs vest 100% on the first anniversary of the date of award. Upon vesting, each RSU represents the right to receive one Common Share in accordance with the Plan.

Subsequent to the year end the board of directors approved a change to the vesting conditions of 877,775 PSUs whereby all performance-based criteria were removed, leaving only a time-based criteria. As a result of the modification, these awards were fully vested on February 13, 2025.

F-65

1,233,507 Shares of Common Stock

Safety Shot, Inc.

PROSPECTUS

_________________, 2025

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by us in connection with the sale of common stock being registered. All amounts are estimates except for the SEC registration fee.

SEC registration fee	$	~~190~~897.44
Legal fees and expenses	$	25100,000
Accounting fees and expenses	$	67,~~000~~500
Printing and Miscellaneous Expenses	$	0
Miscellaneous expenses	$	5,000
Total	$	31113,~~190~~397.44

Item 15. Indemnification of Directors and Officers

~~Safety Shot~~Bonk, Inc. is incorporated under the laws of the State of Delaware. Reference is made to Section 102(b)(7) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), which enables a corporation in its original certificate of ~~incorporation~~ incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends or unlawful stock purchase or redemptions or (4) for any transaction from which the director derived an improper personal benefit.

Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the adjudicating court shall deem proper.

Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.

II-1

Our bylaws, subject to the provisions of the DGCL, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

As permitted by the DGCL, the registrant has entered into separate indemnification agreements with each of the registrant’s directors and certain of the registrant’s officers which require the registrant, among other things, to indemnify them against certain liabilities which may arise by reason of their status as directors, officers or certain other employees.

The registrant expects to obtain and maintain insurance policies under which its directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of being or having been directors or officers. The coverage provided by these policies may apply whether or not the registrant would have the power to indemnify such person against such liability under the provisions of the DGCL.

These indemnification provisions and the indemnification agreements entered into between the registrant and the registrant’s officers and directors may be sufficiently broad to permit indemnification of the registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.

Item 16. Exhibits

Exhibit No.		Description
(a)		Exhibits.
1.1		Form of Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
3.1		Amended and Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 2.1 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019.
3.2		Bylaws, incorporated herein by reference to Exhibit 2.2 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019.
3.3		Amended and Restated Bylaws, incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
3.4		Certificate of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
3.5		Second Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
3.6		Series A Certificate of Designation, incorporated by reference to Exhibit 3.6 of the Form 8-K filed with the SEC on May 7, 2025.
4.1		Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
4.2		Representative’s Warrant, incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
4.3		Form of Warrant included in Unit, incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
4.4		Form of Warrant Agent Agreement, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
4.5		Form of Secured Convertible Note between the Company and Bigger Capital LLC, incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
4.6		Form of Convertible Note between the Company and Bigger Capital LLC, incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement filed with the SEC on April 16, 2025.

II-2

4.7		Form of Warrant between the Company and Bigger Capital LLC, incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
4.8		Form of Convertible Note between the Company and Bigger Capital LLC, incorporated by reference to Exhibit 4.8 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
4.9		Form of Warrant (included as Exhibit 4.1 in the Current Report filed with the SEC on February 10, 2025, and incorporated herein by reference).
4.10		Form of Warrant
5.1		Opinion of Sichenzia Ross Ference LLP
10.1		Common Stock and Warrant Subscription Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.2		Independent Director’s Contract between the Company and Dr. Hector Alila, dated February 25, 2019, incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.3		Independent Director’s Contract between the Company and Timothy G. Glynn, dated March 13, 2019, incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.4		Independent Director’s Contract between the Company and Christopher Melton, dated July 29, 2019, incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement filed with the SEC on July 14, 2020).
10.5		Employment Agreement with Douglas O. McKinnon, dated August 5, 2019, incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement filed with the SEC on July 14, 2020).
10.6		Form of Regulation A Subscription Agreement, incorporated herein by reference to Exhibit 4.1 to Jupiter Wellness, Inc.’s Form 1-A/A filed with the Securities and Exchange Commission on August 19, 2019.
10.7		Employment Agreement with Dr. Glynn Wilson, dated October 15, 2019, incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.8		Employment Agreement with Brian John, dated February 1, 2020, incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.9		Employment Agreement with Richard Miller, dated February 1, 2020, incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.10		2020 Equity Incentive Plan, incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.11		Confidential Membership Interest Purchase Agreement dated February 20, 2020 by and between Jupiter Wellness, Inc., Magical Beasts LLC. and Krista Whitley, incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.12		Sales Distribution Agreement dated February 20, 2020 between Jupiter Wellness Inc. and Ayako Holdings, Inc., incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.13		Distribution Agreement, dated November 5, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 9, 2020.
10.14		Endorsement Agreement, dated November 10, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 19, 2020.
10.15		Share Exchange Agreement, dated November 30, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 3, 2020.
10.16		Independent Director’s Agreement, dated January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 26, 2021.
10.17		Omnibus Amendment dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.
10.18		First Amendment to Common Stock Option Agreement dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.
10.19		Employment Agreement dated as of January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2021.
10.20		Securities Purchase Agreement dated September 20, 2024, incorporated by reference to the Company’s Current Report on Form 8-K, filed with SEC on September 24, 2024.
10.21		Form of Stock Option Agreement, dated between the Company and Wall and Broad Capital, LLC dated September 6, 2024.
10.22		Loan Agreement dated May 11, 2021, by and between the Company and Greentree Financial Group, Inc., incorporated by reference to the Exhibit 10.1 of Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2021.
10.23		Form of Greentree Warrant dated May 10, 2021, incorporated by reference to the Exhibit 10.2 of Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2021.

Item 16. Exhibits

Exhibit No.		Description

(a)		Exhibits.
3.1		Amended and Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 2.1 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019.
3.2		Bylaws, incorporated herein by reference to Exhibit 2.2 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019.
3.3		Amended and Restated Bylaws, incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
3.4		Certificate of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
3.5		Second Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
3.6		Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on August 23, 2021
3.7		Certificate of Designation of Series A Convertible Preferred Stock, incorporated by reference to Exhibit 3.6 of the Form 8-K filed with the SEC on May 7, 2025.
3.8		Certificate of Designation of Series B Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on July 9, 2025.
3.9		Amended and Restated Certificate of Designation of Series C Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on August 19, 2025.
3.10		Certificate of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on October 14, 2025
3.11		Amendment to Amended and Restated Certificate of Designation of Series C Convertible Preferred Stock, incorporated by reference to Exhibit 3.2 of the Form 8-K filed with the SEC on October 14, 2025
3.12		Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on November 7, 2025
3.13*		Third Amended and Restated Certificate of Incorporation.
4.1		Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
4.2		Representative’s Warrant, incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
4.3		Form of Warrant included in Unit, incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
4.4		Form of Warrant Agent Agreement, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
4.5		Form of Secured Convertible Note between the Company and Bigger Capital LLC, incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
4.6		Form of Convertible Note between the Company and Bigger Capital LLC, incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement filed with the SEC on April 16, 2025.

II-3

10.24		Form of Promissory Note, incorporated by reference to the Exhibit 10.3 of Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2021.
4.7		Form of Warrant between the Company and Bigger Capital LLC, incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.25		Loan Agreement between Jupiter Wellness, Inc. and Greentree Financial Group, dated April 20, 2022, incorporated by reference to the Exhibit 10.1 of Company’s Current Report on Form 8-K, filed with the SEC on April 22, 2022.
4.8		Form of Convertible Note between the Company and Bigger Capital LLC, incorporated by reference to Exhibit 4.8 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.26		Promissory Note between Jupiter Wellness, Inc. and Greentree Financial Group, dated April 20, 2022, incorporated by reference to the Exhibit 10.2 of Company’s Current Report on Form 8-K, filed with the SEC on April 22, 2022.
4.9		Form of Warrant (included as Exhibit 4.1 in the Current Report filed with the SEC on February 10, 2025, and incorporated herein by reference).
10.27		Warrant Agreement between Jupiter Wellness, Inc. and Greentree Financial Group, dated April 20, 2022, incorporated by reference to the Exhibit 10.3 of Company’s Current Report on Form 8-K, filed with the SEC on April 22, 2022.
4.10		Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the SEC on July 24, 2025.
10.28		Form of Greentree - Amendment No. 2 to convertible loan agreement, convertible promissory note, and warrants, incorporated by reference to the Exhibit 10.1 of Company’s Current Report on Form 8-K, filed with the SEC on September 15, 2023.
4.11		Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.2 of the Form 8-K filed with the SEC on July 24, 2025.
10.29		Form of L&H - Amendment No. 2 to convertible loan agreement, convertible promissory note, and warrants, incorporated by reference to the Exhibit 10.2 of Company’s Current Report on Form 8-K, filed with the SEC on September 15, 2023.
5.1*		Opinion of Lucosky Brookman LLP
10.30		Form of L&H Warrant, incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.1		Common Stock and Warrant Subscription Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.31		Form of Greentree Warrant, incorporated by reference to Exhibit 10.31 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.2		Independent Director’s Contract between the Company and Dr. Hector Alila, dated February 25, 2019, incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.32		Form of Settlement Agreement between the Company and Bigger Capital LLC, incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.3		Independent Director’s Contract between the Company and Timothy G. Glynn, dated March 13, 2019, incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.33		Form of Settlement Agreement between the Company and Intracoastal Capital, LLC, incorporated by reference to Exhibit 10.33 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.4		Independent Director’s Contract between the Company and Christopher Melton, dated July 29, 2019, incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement filed with the SEC on July 14, 2020).
10.34		Form of Consulting Agreement between the Company and Blue Capital S.A., LLC, incorporated by reference to Exhibit 10.34 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.5		Employment Agreement with Douglas O. McKinnon, dated August 5, 2019, incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement filed with the SEC on July 14, 2020).
10.35		Form of Securities Purchase Agreement dated January 17, 2025, incorporated by reference to Exhibit 10.35 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.6		Form of Regulation A Subscription Agreement, incorporated herein by reference to Exhibit 4.1 to Jupiter Wellness, Inc.’s Form 1-A/A filed with the Securities and Exchange Commission on August 19, 2019.
10.36		Arrangement Agreement between the Company and Yerbaé Brands Corp., incorporated by reference to Exhibit 10.36 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.7		Employment Agreement with Dr. Glynn Wilson, dated October 15, 2019, incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.37		Equity Disbursement Agreement between the Company and Maxim Group LLC, incorporated by reference to Exhibit 10.37 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.8		Employment Agreement with Brian John, dated February 1, 2020, incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.38		Separation and Exchange Agreement between the Company, Caring Brands, Inc., a Nevada corporation, and Caring Brands, Inc, a Florida corporation, incorporated by reference to Exhibit 10.38 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.9		Employment Agreement with Richard Miller, dated February 1, 2020, incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.39		Consulting Agreement between Core 4 Capital Corp., incorporated by reference to Exhibit 10.39 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.10		2020 Equity Incentive Plan, incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.40		Form of Securities Purchase Agreement between the Company and Core 4 Capital Corp. dated August 30, 2024, incorporated by reference to Exhibit 10.40 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.11		Confidential Membership Interest Purchase Agreement dated February 20, 2020 by and between Jupiter Wellness, Inc., Magical Beasts LLC. and Krista Whitley, incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.41		Form of Warrant between the Company and Core 4 Capital Corp, incorporated by reference to Exhibit 10.41 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.12		Sales Distribution Agreement dated February 20, 2020 between Jupiter Wellness Inc. and Ayako Holdings, Inc., incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.42		Form of Securities Purchase Agreement between the Company and Core 4 Capital Corp. dated June 27, 2024, incorporated by reference to Exhibit 10.42 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.13		Distribution Agreement, dated November 5, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 9, 2020.
10.43		Form of Securities Purchase Agreement between the Company and Core 4 Capital Corp. dated April 4, 2024, incorporated by reference to Exhibit 10.40 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.14		Endorsement Agreement, dated November 10, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 19, 2020.
10.44		Employment Agreement between the Company and John Gulyas, incorporated by reference to Exhibit 10.44 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.15		Share Exchange Agreement, dated November 30, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 3, 2020.
10.45		Employment Agreement between the Company and Jordon Schur, incorporated by reference to Exhibit 10.45 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.16		Independent Director’s Agreement, dated January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 26, 2021.
10.46		Employment Agreement between the Company and Jarrett Boon, incorporated by reference to Exhibit 10.46 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.17		Omnibus Amendment dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.
10.47		Employment Agreement between the Company and Danielle De Rosa (included as Exhibit 10.47 in the Current Report filed with the SEC on February 04, 2025, and incorporated herein by reference).
10.18		First Amendment to Common Stock Option Agreement dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.
10.48		Form of Securities Purchase Agreement dated February 4, 2025 (included as Exhibit 10.1 in the Current Report filed with the SEC on February 10, 2025, and incorporated herein by reference).
10.19		Employment Agreement dated as of January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2021.
10.49		Form of Securities Purchase Agreement dated February 20, 2025 (included as Exhibit 10.1 in the Current Report filed with the SEC on February 26, 2025, and incorporated herein by reference).
10.20		Securities Purchase Agreement dated September 20, 2024, incorporated by reference to the Company’s Current Report on Form 8-K, filed with SEC on September 24, 2024.
10.50		Form of Securities Purchase Agreement dated March 13, 2025 (included as Exhibit 10.1 in the Current Report filed with the SEC on March 19, 2025, and incorporated herein by reference).
10.21		Form of Stock Option Agreement, dated between the Company and Wall and Broad Capital, LLC dated September 6, 2024.
10.51		Amendment to Settlement Agreement and Mutual Release between the Company and Bigger Capital LLC (included as Exhibit 10.51 in the Form S-1 filed with the SEC on April 10, 2025, and incorporated herein by reference).
10.22		Loan Agreement dated May 11, 2021, by and between the Company and Greentree Financial Group, Inc., incorporated by reference to the Exhibit 10.1 of Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2021.
10.52		Stipulation of Settlement between the Company and 3i LP dated April 23, 2025.
10.23		Form of Greentree Warrant dated May 10, 2021, incorporated by reference to the Exhibit 10.2 of Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2021.
10.53		Securities Purchase Agreement between the Company and Eleazar Holdings, LLC dated February 4, 2025.
10.54		Advisory Agreement between the Company and Bristol Capital, LLC dated December 18, 2024.
10.55		Amendment No. 1 to Consulting Agreement between the Company and Blue Capital Assets, S.A. LLC
10.56		Exchange Agreement between the Company and Core 4 Capital Corp. dated May 2, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on May 7, 2025.
10.57		Form of Securities Purchase Agreement dated May 9, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on May 15, 2025.
14.1		Code of Ethics, incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
14.2		Corporate Governance Guidelines, incorporated by reference to Exhibit 14.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
21.1		Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 of the annual report on Form 10-K, filed with the SEC on April 01, 2024.
23.1		Consent of M&K CPAS
23.2		Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
24.1		Power of Attorney (included in signature page to this registration statement)
97.1		Claw Back Policy, incorporated by reference to Exhibit 99.1 of the annual report on Form 10-K, filed with the SEC on April 01, 2024.
99.1		Insider Trading Policy, incorporated by reference to Exhibit 99.2 of the annual report on Form 10-K, filed with the SEC on April 01, 2024.
99.2		Unaudited Pro Forma Condensed Combined Financial Statements of the Company and Yerbae Brands Corp. for the Year Ended December 31, 2024 (included as Exhibit 99.2 in the Form S-1 filed with the SEC on April 10, 2025, and incorporated herein by reference).
107		Fee table

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10.24		Form of Promissory Note, incorporated by reference to the Exhibit 10.3 of Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2021.
10.25		Loan Agreement between Jupiter Wellness, Inc. and Greentree Financial Group, dated April 20, 2022, incorporated by reference to the Exhibit 10.1 of Company’s Current Report on Form 8-K, filed with the SEC on April 22, 2022.
10.26		Promissory Note between Jupiter Wellness, Inc. and Greentree Financial Group, dated April 20, 2022, incorporated by reference to the Exhibit 10.2 of Company’s Current Report on Form 8-K, filed with the SEC on April 22, 2022.
10.27		Warrant Agreement between Jupiter Wellness, Inc. and Greentree Financial Group, dated April 20, 2022, incorporated by reference to the Exhibit 10.3 of Company’s Current Report on Form 8-K, filed with the SEC on April 22, 2022.
10.28		Form of Greentree - Amendment No. 2 to convertible loan agreement, convertible promissory note, and warrants, incorporated by reference to the Exhibit 10.1 of Company’s Current Report on Form 8-K, filed with the SEC on September 15, 2023.
10.29		Form of L&H - Amendment No. 2 to convertible loan agreement, convertible promissory note, and warrants, incorporated by reference to the Exhibit 10.2 of Company’s Current Report on Form 8-K, filed with the SEC on September 15, 2023.
10.30		Form of L&H Warrant, incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.31		Form of Greentree Warrant, incorporated by reference to Exhibit 10.31 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.32		Form of Settlement Agreement between the Company and Bigger Capital LLC, incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.33		Form of Settlement Agreement between the Company and Intracoastal Capital, LLC, incorporated by reference to Exhibit 10.33 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.34		Form of Consulting Agreement between the Company and Blue Capital S.A., LLC, incorporated by reference to Exhibit 10.34 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.35		Form of Securities Purchase Agreement dated January 17, 2025, incorporated by reference to Exhibit 10.35 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.36		Arrangement Agreement between the Company and Yerbaé Brands Corp., incorporated by reference to Exhibit 10.36 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.37		Equity Disbursement Agreement between the Company and Maxim Group LLC, incorporated by reference to Exhibit 10.37 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.38		Separation and Exchange Agreement between the Company, Caring Brands, Inc., a Nevada corporation, and Caring Brands, Inc, a Florida corporation, incorporated by reference to Exhibit 10.38 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.39		Consulting Agreement between Core 4 Capital Corp., incorporated by reference to Exhibit 10.39 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.40		Form of Securities Purchase Agreement between the Company and Core 4 Capital Corp. dated August 30, 2024, incorporated by reference to Exhibit 10.40 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.41		Form of Warrant between the Company and Core 4 Capital Corp, incorporated by reference to Exhibit 10.41 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.42		Form of Securities Purchase Agreement between the Company and Core 4 Capital Corp. dated June 27, 2024, incorporated by reference to Exhibit 10.42 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.43		Form of Securities Purchase Agreement between the Company and Core 4 Capital Corp. dated April 4, 2024, incorporated by reference to Exhibit 10.40 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.44		Employment Agreement between the Company and John Gulyas, incorporated by reference to Exhibit 10.44 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.45		Employment Agreement between the Company and Jordon Schur, incorporated by reference to Exhibit 10.45 of the Company’s Registration Statement filed with the SEC on April 16, 2025.
10.46		Employment Agreement between the Company and Jarrett Boon, incorporated by reference to Exhibit 10.46 of the Company’s Registration Statement filed with the SEC on April 16, 2025.

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10.47		Employment Agreement between the Company and Danielle De Rosa (included as Exhibit 10.47 in the Current Report filed with the SEC on February 04, 2025, and incorporated herein by reference).
10.48		Form of Securities Purchase Agreement dated February 4, 2025 (included as Exhibit 10.1 in the Current Report filed with the SEC on February 10, 2025, and incorporated herein by reference).
10.49		Form of Securities Purchase Agreement dated February 20, 2025 (included as Exhibit 10.1 in the Current Report filed with the SEC on February 26, 2025, and incorporated herein by reference).
10.50		Form of Securities Purchase Agreement dated March 13, 2025 (included as Exhibit 10.1 in the Current Report filed with the SEC on March 19, 2025, and incorporated herein by reference).
10.51		Amendment to Settlement Agreement and Mutual Release between the Company and Bigger Capital LLC (included as Exhibit 10.51 in the Form S-1 filed with the SEC on April 10, 2025, and incorporated herein by reference).
10.52		Stipulation of Settlement between the Company and 3i LP dated April 23, 2025, incorporated by reference to Exhibit 10.52 of the Company’s Registration Statement filed with the SEC on May 19, 2025.
10.53		Securities Purchase Agreement between the Company and Eleazar Holdings, LLC dated February 4, 2025, incorporated by reference to Exhibit 10.53 of the Company’s Registration Statement filed with the SEC on May 19, 2025.
10.54		Advisory Agreement between the Company and Bristol Capital, LLC dated December 18, 2024, incorporated by reference to Exhibit 10.54 of the Company’s Registration Statement filed with the SEC on May 19, 2025.
10.55		Amendment No. 1 to Consulting Agreement between the Company and Blue Capital Assets, S.A. LLC, incorporated by reference to Exhibit 10.55 of the Company’s Registration Statement filed with the SEC on May 19, 2025.
10.56		Exchange Agreement between the Company and Core 4 Capital Corp. dated May 2, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on May 7, 2025.
10.57		Form of Securities Purchase Agreement dated May 9, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on May 15, 2025.
10.58		Form of Settlement and Stipulation Agreement between the Company and Silverback Capital Corporation, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on May 27, 2025.
10.59		Form of Amendment to Settlement Agreement and Stipulation by and between the Company and Silverback Capital Corporation, incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on June 4, 2025.
10.60		Form of Securities Purchase Agreement, dated June 18, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on June 23, 2025.
10.61		Convertible Debenture Indenture, dated April 13, 2023, by and between Yerbaé and Odyssey Trust Company, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on June 27, 2025.
10.62		Warrant Indenture, dated December 7, 2023, by and between Yerbaé and Odyssey Trust Company, incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on June 27, 2025.
10.63		Form of Securities Purchase Agreement, dated June 30, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on July 2, 2025.
10.64		Amendment No. 1, dated July 2, 2025, to Securities Purchase Agreement dated June 13, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on July 9, 2025.
10.65		Form of Exchange Agreement, dated July 2, 2025, incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on July 9, 2025.
10.66		Form of Securities Purchase Agreement, dated July 3, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on July 9, 2025.
10.67		Form of Securities Purchase Agreement, dated July 11, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on July 15, 2025.
10.68		Form of Securities Purchase Agreement, dated July 14, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on July 17, 2025.
10.69		Form of Securities Purchase Agreement, dated July 21, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on July 24, 2025.
10.70		Form of Placement Agency Agreement by and between the Company and Dominari Securities LLC, dated July 21, 2025, incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on July 24, 2025.
10.71		Release Agreement by and between the Company and Danielle De Rosa, dated July 25, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on August 5, 2025.

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10.72		Form of Securities Purchase Agreement, dated August 8, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on August 14, 2025.
10.73		Form of Revenue Sharing Agreement, dated August 8, 2025, incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on August 14, 2025.
10.74		Form of Securities Purchase Agreement, dated August 25, 2025, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on August 29, 2025.
10.75		Employment Agreement, dated October 3, 2025, by and between Markita L. Russell and the Company, incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on October 8, 2025.
10.76*		Form of Exchange Agreement, dated November 7, 2025, by and between July 2025 Purchasers and the Company
10.77*		Form of Exchange Agreement, dated November 7, 2025, by and between Fried LLC and the Company
10.78*		Form of Exchange Agreement, dated November 7, 2025, by and between Trajan Holdings, LLC and the Company
21.1		Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 of the annual report on Form 10-K, filed with the SEC on April 01, 2024.
23.1*		Consent of M&K CPAS
23.2*		Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included in signature page to this registration statement)
107*		Fee table

*	Filed herewith.

Item 17. Undertakings

The Company hereby undertakes:

(a)(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

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ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii), and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or date of the first sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~Miami~~Scottsdale, State of ~~Florida~~Arizona on ~~May~~December 1910, 2025.

~~SAFETY SHOT~~BONK, INC. By: /s/ Jarrett Boon Jarrett Boon Chief Executive Officer and Director (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jarrett Boon, as his or her true and lawful attorneys-in-fact, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement and to sign a registration statement pursuant to Section 462(b) of the Securities Act of 1933, as amended, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jarrett Boon	~~Director and~~ Chief Executive Officer and Director (Principal Executive Officer)	~~May~~December 1910, 2025
Jarrett Boon
/s/ *	Chief Financial Officer (Principal Financial and Accounting Officer)	May 19, 2025
/s/ Markita L. Russel	Chief Financial Officer (Principal Financial and Accounting Officer)	December 10, 2025
Danielle De Rosa
Markita L. Russel
/s/ *	Director	May 19, 2025
/s/ John Gulyas	Executive Chairman and Director	December 10, 2025
David J. Long
/s/ *	Director and President	May 19, 2025
Jordan Schur
/s/ *	Director	May 19, 2025
Christopher Marc Melton
/s/ *	Director	May 19, 2025
Richard Pascucci
/s/ *	Director (Chairman)	May 19, 2025
John Gulyas
/s/ *	Director	May 19, 2025
/s/ Christopher Marc Melton	Director	December 10, 2025
Nancy Torres Kaufman
Christopher Marc Melton
* /s/ Jarrett Boon		May 19, 2025
/s/ Mitchell Rudy	Director	December 10, 2025
Jarrett Boon (as attorney-in-fact)
Mitchell Rudy
/s/ Connor Klein	Director	December 10, 2025
Connor Klein
/s/ James McAvity	Director	December 10, 2025
James McAvity
/s/ Stacey Duffy	Director	December 10, 2025
Stacey Duffy

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Filing Compare · BONK, INC.