M&A - YERBAE BRANDS CORP.

Form Type: 10-Q

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225011817

Filing Summary: Yerbaé Brands Corp. is engaged in a business combination with Safety Shot, aimed at acquiring all outstanding common shares of Yerbaé through a plan of arrangement. This prospective acquisition is subject to approval by the Supreme Court of British Columbia, along with necessary shareholder approvals. The arrangement, as of May 20, 2025, has not been finalized. The company's financial position shows a net loss of $3,331,782 for the three months ending March 31, 2025, compared to a loss of $2,793,709 for the same period in the previous year. Revenues for the current quarter are reported at $1,213,883, down from $1,434,971 year-over-year, demonstrating the company's struggles amid ongoing operational challenges. The company's current liabilities have significantly increased, reflecting ongoing financial instability and raising concerns about liquidity and the ability to continue as a going concern without sufficient financing.

Form Type: NT 10-Q

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225011116

Filing Summary: Yerbaé Brands Corp. filed a Notification of Late Filing for its Form 10-Q for the period ended March 31, 2025. The delay in filing is attributed to the ongoing acquisition process by Safety Shot, Inc., which is set to acquire all outstanding shares of Yerbaé under a plan of arrangement. The Registrant has provided information about the preparations for a joint proxy statement and discussions regarding potential funding from Safety Shot in association with the transaction. It has been stated that significant resources were required for the preparation of these documents, which hindered the timely filing of the Form 10-Q. Yerbaé anticipates filing the Form 10-Q within five calendar days following the original due date.

Form Type: DEFM14A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000164117225009332

Filing Summary: Yerbaé Brands Corp. has proposed a business combination with Safety Shot, Inc., intending for Safety Shot to acquire all issued and outstanding common shares of Yerbaé. The special meeting for Yerbaé shareholders will occur on June 12, 2025, where they will vote on the Arrangement that includes exchanging Yerbaé shares for shares of Safety Shot at a ratio of 0.2918. Shareholders must approve the Arrangement Resolution, with at least 66 2/3% of votes required to pass it. Additionally, a separate meeting for Safety Shot shareholders is also scheduled on the same day to consider related matters such as share issuance required for the transaction, amendments to their equity incentive plan, promissory notes issuance, and a potential reverse stock split. Both parties recommend a favorable vote for respective proposals, emphasizing that completion is contingent upon shareholder approval and meeting specific conditions outlined in the joint proxy statement.

Form Type: PREM14A

Filing Date: 2025-04-10

Corporate Action: Merger

Type: New

Accession Number: 000164117225003477

Filing Summary: Yerbaé Brands Corp. and Safety Shot, Inc. are proposing a business combination that entails Safety Shot acquiring all outstanding common shares of Yerbaé. The Arrangement Agreement, effective January 7, 2025, stipulates that each Yerbaé Share will be exchanged for 0.2918 of a Safety Shot Share at closing. The shareholders are asked to approve this Arrangement at a special meeting scheduled on [●], 2025, where a special resolution needs at least 66 2/3% approval from Yerbaé Shareholders to proceed. Safety Shot Stockholders also have proposals regarding their equity plans and the issuance of new shares which need approval. The completion of the merger is anticipated for the second quarter of 2025, pending satisfaction of necessary conditions and shareholder approvals.

Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000149315225001320

Filing Summary: Yerbaé Brands Corp. entered into a definitive Arrangement Agreement with Safety Shot, Inc., whereby Safety Shot will acquire all outstanding common shares of Yerbaé. The transaction, to be executed by a plan of arrangement under British Columbia law, requires approvals from the British Columbia Supreme Court and shareholders of both companies. Consideration includes 20,000,000 shares of Safety Shot stock. Existing Yerbaé options and warrants will convert to Safety Shot equivalents at prescribed rates. The closing is subject to typical conditions and includes support agreements with key Yerbaé shareholders. Termination rights are included for both parties if shareholder approvals are not obtained or if critical conditions are unmet. The document outlines representations, warranties, covenants, and a fairness opinion deeming the offer fair to Yerbaé shareholders. A press release was issued on January 8, 2025, disclosing the arrangement details, alongside forthcoming additional information to investors.

Form Type: DEFA14A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000149315225001333

Filing Summary: On January 7, 2025, Yerbaé Brands Corp. entered into a definitive Arrangement Agreement with Safety Shot, Inc., wherein Safety Shot will acquire all common shares of Yerbaé, implemented via a plan of arrangement subject to court and shareholder approvals. Safety Shot will issue 20,000,000 shares as consideration, with adjustments for options, warrants, and debentures held by Yerbaé's shareholders. The closing conditions comprise multiple approvals and the absence of legal impediments. A fairness opinion suggests the offer is financially reasonable for Yerbaé’s shareholders. Yerbaé will file relevant transaction documents with the SEC shortly.