M&A - Safety Shot, Inc.

Form Type: PREM14A

Filing Date: 2025-04-10

Corporate Action: Merger

Type: New

Accession Number: 000164117225003473

Filing Summary: This preliminary proxy statement relates to the proposed business combination between Safety Shot, Inc. and Yerbaé Brands Corp. Safety Shot will acquire all of the outstanding common shares of Yerbaé in exchange for shares of Safety Shot common stock, specifically 0.2918 shares of Safety Shot for each Yerbaé share. The anticipated outcome post-merger anticipates Safety Shot stockholders will hold approximately 75.8% and Yerbaé stockholders 24.2% of the combined entity. Both companies are encouraging their respective shareholders to vote in favor of the required resolutions in their upcoming special meetings. Key proposals include the issuance of Safety Shot shares to Yerbaé shareholders, amendments to the Safety Shot equity incentive plan, and the possibility of a reverse stock split of Safety Shot shares. The transaction is pending shareholder and court approvals, with completion expected in the second quarter of 2025.

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Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225001327

Filing Summary: On January 7, 2025, Safety Shot, Inc. entered into a definitive Arrangement Agreement with Yerbaé Brands Corp., under which Safety Shot will acquire all outstanding common shares of Yerbaé through a plan of arrangement subject to court and shareholder approvals. The transaction includes the issuance of 20,000,000 shares of Safety Shot common stock as part of the consideration for the acquisition. The Agreement establishes covenants for both parties during the interim period before the effective time, requiring customary representations and warranties. Various closing conditions must be met, including approvals from both companies' shareholders and necessary regulatory authorizations. The Arrangement may be terminated by mutual consent or if certain approvals are not obtained.

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Form Type: DEFA14A

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225001329

Filing Summary: On January 7, 2025, Safety Shot, Inc. entered into a definitive Arrangement Agreement with Yerbaé Brands Corp. to acquire all outstanding common shares of Yerbaé. The transaction will transpire through a plan of arrangement, contingent on approvals from the Supreme Court of British Columbia, as well as stockholder approvals from both companies. Upon completion, Safety Shot will issue 20 million shares as consideration for the Yerbaé shares. The Arrangement stipulates the conversion of Yerbaé options into Safety Shot options proportional to the share exchange ratio, and the transaction includes provisions for Yerbaé's transaction expenses to be covered up to $500,000. Customary representations, warranties, and covenants are established by both parties to safeguard business continuity until the transaction's closing. The transaction is subject to several conditions spanning regulatory approvals and shareholder consents. Yerbaé is granted rights to terminate the agreement for superior proposals. The document includes a fairness opinion from Newbridge Securities Corp. stating the proposed consideration is fair from a financial perspective. Furthermore, the company plans to file relevant materials with the SEC regarding the proposed acquisition and will provide updates through investor presentations. Risk factors associated with the transaction were also disclosed, along with updates to previous financial statements pertaining to Yerbaé.

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