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1、2025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm1/176 Registration No.333-As filed with the U.S.Securities and Exchange Commission on May 19,2025 UNITED STATESSECURITIES AND EXCHANGE COMMISS

2、IONWashington,D.C.20549 REGISTRATION STATEMENTONFORM S-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFETY SHOT,INC.(Exact name of registrant as specified in its charter)Delaware 2844 83-2455880(State or jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organizat

3、ion)Classification Code Number)Identification No.)1061 E.Indiantown Rd.,Ste.110Jupiter,FL 33477(561)244-7100(Address,including zip code,and telephone number,including area code of registrants principal executive offices)Jarrett BoonChief Executive OfficerSafety Shot,Inc.1061 E.Indiantown Rd.,Ste.110

4、Jupiter,FL 33477(561)244-7100(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Arthur S.Marcus,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31st FloorNew York,NY 10036Telephone:(212)930-9700Facsimile:(212)930-9725 Approximate

5、 date of commencement of proposed sale to the public:From time to time after the effective date of this registrationstatement.If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,pleasecheck the following box.If any of the securit

6、ies being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe 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 checkthe fo

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

8、statement number of the earlier effective registration statement for the same offering.2025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm2/176If this Form is a post-effective amendment filed p

9、ursuant to Rule 462(d)under the Securities Act,check the following box and listthe 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-

10、accelerated filer,a smallerreporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer”,“smallerreporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filerAccelerated filerNon-accelerated f

11、ilerSmaller 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act

12、.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(

13、a)of the Securities Act of 1933,or until this registration statementshall become effective on such date as the Securities and Exchange Commission,acting pursuant to Section 8(a),maydetermine.2025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/

14、edgar/data/1760903/000164117225011535/forms-1.htm3/176 THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.THE SELLINGSHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THESECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.THIS PROSPECTUS IS NOT AN

15、OFFER TO SELL THESESECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFEROR SALE IS NOT PERMITTED.Subject to Completion,dated May ,2025 PROSPECTUS SAFETY SHOT,INC.1,233,507 Shares of Common Stock This prospectus relates to the resale or other disposition from

16、time to time in one or more offerings of up to 1,233,507shares of our common stock,par value$0.001,by the Selling Stockholders named herein(the“Selling Stockholders”).The sharesthat may be offered and sold from time to time pursuant to this prospectus include(i)up to 833,507 shares of common stock i

17、ssuedto 3i LP pursuant to that certain Stipulation of Settlement dated April 23,2025(“Stipulation of Settlement”)as to the filed actionagainst the Company in the Supreme Court of the State of New York,New York County,bearing Index No.650196/2024;and(ii)400,000 shares of common stock issued to Paul L

18、.Kessler for services rendered to the Company pursuant to the terms of thatcertain Advisory Agreement between Bristol Capital,LLC and the Company on December 18,2024(“Advisory Agreement”).We will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders pursuant to

19、 thisprospectus.The Selling Stockholders identified in this prospectus,or its permitted transferees or other successors-in-interest,mayoffer the shares of our common stock from time to time through public or private transactions at prevailing market prices,at pricesrelated to prevailing market price

20、s,or at privately negotiated prices.We provide additional information about how the SellingStockholders 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.”On May 16,2025,th

21、e lastreported sale price of our common stock was approximately$0.41 per share.Investing in our securities involves a high degree of risk.Before making any investment decision,you shouldcarefully review and consider all the information in this prospectus and the documents incorporated by reference h

22、erein,including the risks and uncertainties described under“Risk Factors”beginning on page 15.NEITHER THE U.S.SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUSIS TRUTHFUL OR COMPLETE.ANY REPRESENTATI

23、ON TO THE CONTRARY IS A CRIMINAL OFFENSE.The date of this prospectus is _,2025.2025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm4/176 SAFETY SHOT,INC.TABLE OF CONTENTS ABOUT THIS PROSPECTUS2C

24、AUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3PROSPECTUS SUMMARY4THE RESALE OFFERING14RISK FACTORS15USE OF PROCEEDS29DETERMINATION OF OFFERING PRICE29DIVIDEND POLICY29MARKET INFORMATION29UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS29BUSINESS32MANAGEMENT42EXECUTIVE COMPENSATION47

25、CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS48PRINCIPAL STOCKHOLDERS49SELLING STOCKHOLDERS50DESCRIPTION OF SECURITIES50PLAN OF DISTRIBUTION57LEGAL MATTERS58EXPERTS58INFORMATION INCORPORATED BY REFERENCE59INDEX TO FINANCIAL STATEMENTSF-1 i2025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000

26、164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm5/176 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 t

27、he Selling Stockholders named herein may,from time to time,offer and sell orotherwise 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,thesecurities being offer

28、ed and other information you should know before investing in our common stock.Before purchasing anycommon stock,you should carefully read both this prospectus and any applicable prospectus supplement,together with theadditional information described under the heading“Where You Can Find More Informat

29、ion”and“Incorporation of CertainInformation by Reference.”Neither we,nor the Selling Stockholders,have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus or in any applicable prospectus supplement prepared by or on behalf

30、of us or to which we have referred you.We and the Selling Stockholders take no responsibility for,and can provide no assurance asto the reliability of,any other information that others may give you.The Selling Stockholders will not make an offer to sell thesesecurities in any jurisdiction where the

31、offer or sale is not permitted.You should assume that the information appearing in thisprospectus 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 accurat

32、e only as of the date of that free writingprospectus,and that any information incorporated by reference is accurate only as of the date of the document incorporated byreference,unless we indicate otherwise.Our business,financial condition,results of operations and prospects may have changedsince tho

33、se dates.This prospectus incorporates by reference,and any prospectus supplement or free writing prospectus may containand incorporate by reference,market data and industry statistics and forecasts that are based on independent industry publicationsand other publicly available information.Although w

34、e believe these sources are reliable,we do not guarantee the accuracy orcompleteness of this information and we have not independently verified this information.In addition,the market and industry dataand forecasts that may be included or incorporated by reference in this prospectus,any prospectus s

35、upplement or any applicablefree writing prospectus may involve estimates,assumptions and other risks and uncertainties and are subject to change based onvarious factors,including those discussed under the heading“Risk Factors”contained in this prospectus,the applicable prospectussupplement and any a

36、pplicable free writing prospectus,and under similar headings in other documents that are incorporated byreference 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,Inc.

37、,a Delaware corporation,andits consolidated subsidiaries unless the context dictates otherwise.22025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm6/176 CAUTIONARY NOTE REGARDING FORWARD-LOOKIN

38、G STATEMENTS This prospectus includes statements and information that may constitute forward-looking statements within the meaning ofSection 27A of the Securities Act and Section 21E of the Exchange Act.Statements that are“forward-looking statements”includeany projections of earnings,revenue or othe

39、r financial items,any statements of the plans,strategies or objectives of managementfor future operations,any statements concerning proposed new projects or other developments,any statements regarding futureeconomic conditions or performance,any statements of managements beliefs,goals,strategies,int

40、entions and objectives,anystatements 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,”“

41、plans,”“believes,”“projects,”“estimates”and similar expressions,as well as statements in thefuture tense,identify forward-looking statements.These statements are necessarily subjective and involve known and unknown risks,uncertainties and other important factorsthat could cause our actual results,pe

42、rformance 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 resultsdescribed in our forward-looking statements,including with respect to correct me

43、asurement and identification of factors affectingour business or the extent of their likely impact,the accuracy and completeness of the publicly available information with respectto the factors upon which our business strategy is based or the success of our business.In addition,even if results are c

44、onsistentwith the forward-looking statements contained in this prospectus,those results may not be indicative of results or developments insubsequent periods.Furthermore,industry forecasts are likely to be inaccurate,especially over long periods of time and inindustries particularly sensitive to mar

45、ket 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 beaccurate indications of whether,or the times by which,our performance or results may be achieved.Forward-looking statementsare based on

46、 information available at the time those statements are made and managements belief as of that time with respect tofuture events,and are subject to risks and uncertainties that could cause actual performance or results to differ materially fromthose expressed in or suggested by the forward-looking s

47、tatements.Should one or more of the risks or uncertainties described above or elsewhere in this prospectus occur,or shouldunderlying assumptions prove incorrect,our actual results and plans could differ materially from those expressed in any forward-looking statements.Readers are cautioned not to pl

48、ace undue reliance on forward-looking statements,which speak only as of thedate they are made.Except as required by law,we disclaim all responsibility to publicly update any information contained in aforward-looking statement or any forward-looking statement.All forward-looking statements attributab

49、le to us or to persons acting on our behalf,including any such forward-lookingstatements made subsequent to the publication of this prospectus,are expressly qualified in their entirety by this cautionarystatement.32025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps

50、:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm7/176 PROSPECTUS SUMMARY This summary highlights information contained elsewhere or incorporated by reference into this prospectus.Because it is asummary,it does not contain all of the information that you should consider before

51、 investing in our common stock.You should readthis entire prospectus carefully,including the section entitled“Risk Factors,”any applicable prospectus supplement and thedocuments that we incorporate by reference into this prospectus and any applicable prospectus supplement,before making aninvestment

52、decision.Overview Safety Shot Inc.(NASDAQ:SHOT)was formerly known as Jupiter Wellness Inc.In August 2023,the Company successfullycompleted the asset purchase of the Safety Shot Dietary Supplement from GBB Drink Lab,Inc.(“GBB”),thereby gainingownership of various assets,including the intellectual pro

53、perty,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 Sho

54、t DietarySupplement in December 2023.On October 9,2024,the Company renamed the Safety Shot Dietary Supplement as the“Sure ShotDietary Supplement.”The Sure Shot Dietary Supplement has been formulated to reduce the accumulation of blood alcohol.Noteworthy is the fact thatthe Sure Shot Dietary Suppleme

55、nt 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 intentionallyadded to food is a dietary supplement,that is subject to premarket review and approval

56、by the FDA,unless the substance isgenerally 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.Its crucial to note that the Sure Sh

57、ot Dietary Supplement is currently manufactured in a facility adhering to Good ManufacturingPractices(GMP),ensuring the highest standards of quality and safety throughout its production process.The Company currentlymaintains a workforce comprising eight full-time employees of its own.Specializing in

58、 Consumer Packaged Goods,our focus centers on the commercialization of a 4-ounce product positioned as adietary supplement.Beyond our existing product,we are actively pursuing a future product line,including a convenient powderedstick pack version of the Sure Shot Dietary Supplement.The Company has

59、discontinued the historical product lines of Jupiter Wellness which included a diverse range of products,such ashair loss treatments,vitiligo solutions,and sexual wellness products,that catered to different health and wellness needs and ourcommitment to supporting health and wellness by developing i

60、nnovative solutions to a range of conditions.In connectiontherewith,on September 24,2024 the Company entered into a Separation and Exchange Agreement with its subsidiary CaringBrands,Inc.whereby Caring Brands will seek to commercialize this product line.Caring Brands will be responsible for all cost

61、sassociated with the operation of that line of business.The Company will focus its efforts on the commercialization of the Sure ShotDietary 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

62、”)with SRM Entertainment,Inc.(“SRM”)togovern 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 ofSRM and the Company.The sepa

63、ration as set forth in the Amended and Restated Exchange Agreement with the Company closedAugust 14,2023.Pursuant to the Amended and Restated Exchange Agreement,on May 31,2023,SRM issued to the Company6,500,000 shares of SRM Common Stock(representing 79.3%of SRMs outstanding shares of Common Stock)i

64、n exchange for 2ordinary 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 sold1,250,000 shares of its common stock at a price of

65、$5.00 per share.In connection with the Share Exchange and SRMs IPO,theCompany distributed 2,000,000 shares of SRMs common stock to the Companys stockholders and certain warrant holders(out ofthe 6.5 million shares issued in May 2023)which occurred on the effective date of the Registration Statement

66、but prior to theclosing of the IPO.Following such distribution,the Company owns 4.0 million of the 9,450,000 shares of common stockoutstanding 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

67、committed to advancing ourvision of health and wellness.Our team includes individuals with scientific backgrounds,an experienced researcher,productdevelopers,and business experts who collaborate to create new products and enhance existing ones.We also seek to partner withindustry leaders and organiz

68、ations to gain access to the latest technologies and expand our reach.The Sure Shot Dietary Supplement is currently sold through e-commerce and in Bib Box retail stores.In addition,we are seekingto collaborate with other companies to license our intellectual property,to create additional revenue str

69、eams and expand our globalpresence.At present,we do not experience concentration risk or dependence on major customers.2025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm8/176 We maintain a div

70、erse network of raw material suppliers integral to our production processes.Acquisition strategies encompassboth direct procurement and collaborative efforts with our co-packers.The selection of suppliers is contingent upon various factors,including ingredient specificity,availability,and other esse

71、ntial considerations.Notably,these suppliers coincide with thosecurrently providing materials to other facilities engaged in the manufacturing of drinks,powders,tablets,and capsules.Our rosterof suppliers comprises reputable entities such as Jiaherb,Compound Solutions,Kyowa-Hakko,Mitsubishi Ingredie

72、nts,Nura,Sensapure Flavors,Brenntag,E3 Ingredients,Ingredients Online,among others.This strategic alliance with established industryplayers underscores our commitment to sourcing high-quality raw materials essential for the production of our innovative productline.Furthermore,our approach to supplie

73、r 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 futuredevelopments.The Management believes that as we continue to expand our product portfolio,

74、we believe that these partnershipswith trusted suppliers play a pivotal role in upholding the standards that we expect of our brand.42025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm9/176 Pro

75、ducts Roadmap The Sure Shot Dietary Supplement was launched on our own website and through Amazon in December 2023 and with several BigBox stores.The Company is advancing several product formats and formulations to continue to offer a wide array of products thatcan be purchased at various locations

76、that coincide with consumer shopping habits.In particular,the Company plans to continue todevelop new flavors for each of its current SKUs(4 oz.and“Stick Pack”.In addition,the current formula will be offered at variousdosages and the Company plans to conduct additional research studies as follows:as

77、sessing varying dosages of the Sure ShotDietary Supplement against body weight,gender and age,examining several current and proposed ingredients with respect to theirspecific role in reducing BAC and how they affect the enzymatic activity associated with the metabolism of alcohol,and finally,examini

78、ng 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”)inCanfield,OH.The participants will be selected based upon the parameters of the indi

79、vidual studies and the Company will followthe 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

80、 improving andenhancing 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 theinfluence of alcohol.Our findings indicate that the Sure Shot D

81、ietary Supplement can reduce a persons Blood Alcohol Content,asmeasured by the premier Breathalyzer on the market.We have recently completed our clinical trials of the Sure Shot DietarySupplement which have shown a statistically significant reduction in the Blood Alcohol Content(“BAC”)of the partici

82、pants.Theobservable 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 C

83、ompany and consisted of 36 participants with a mean age of36.3 years that were selected through advertising of the study.The Company did not inquire about the participants typical level ofalcohol consumption but each participant had to qualify based upon a complete medical history questionnaire,rele

84、ase fromphysicians and submitting to a standard bloodwork panel.Each participant consumed exactly 100 mL of alcohol and the BAC ofthe participants ranged from 0.047%to 0.068%.The participants were not employees of the Company nor affiliated with theCompany in any way.The clinical trials were a doubl

85、e-blind,randomized,placebo-controlled study that found that within 30minutes of the consumption of the Sure Shot Dietary Supplement,the monitored participants saw a statistically significant drop ofp=.002 in BAC and continued to see measurable drops in successive 30-minute increments.The results wer

86、e measured by using aDOT-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.Inaddition,cognitive response

87、s were measured using the Visual Analogue Scale(“VAS”)and physical function assessed at the sameintervals as the blood draws and breathalyzer assessments to correlate to function.The VAS consisted of a 10 cm,straight line withend points that measured from low-to-high for a number of physical feeling

88、s and sensations.The participants were asked to mark apoint on the line that corresponded with their experience.The distance from the end to the point marked by the participant was thenmeasured in millimeters to quantify their level of sensation.On each visit,participants were asked to perform the V

89、AS tests and theVAS 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 heartrate at various intervals.The ke

90、y assumptions in the study were that the participants would demonstrate a marked decrease in BACfollowing the consumption of the Sure Shot Dietary Supplement versus that of the placebo.In addition,the study assumed that theparticipants would feel better and demonstrate marked improvement in cognitiv

91、e skills and physical function following theconsumption of the Sure Shot Dietary Supplement versus that of the placebo.The Company had previously observed in ournumerous,pre-clinical tests that participants who consumed significant amounts of alcohol(more than two drinks)experiencedmarked and rapid

92、reductions in their BAC when measured by BACTrack S80 breathalyzers after consumption of the Sure ShotDietary Supplement.In addition,the Company observed in the pre-clinical tests that the participants showed significantimprovement in motor function and reduction in slurred speech and other markers

93、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 proveour hypothesis.There were five adverse events amongst the participants in the study.Four of the adverse events were associatedwi

94、th 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

95、 perfect the Sure ShotDietary Supplement.These informal,pre-clinical tests included friends,family and other volunteers who consumed alcohol atvarying levels and then were tested prior to the consumption of the Sure Shot Dietary Supplement.The pre-clinical tests wereneither peer reviewed nor were th

96、e subjects screened prior to their participation.In addition,the VAS was not used nor were thereany 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 th

97、e consumption of various amounts of alcohol and2025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm10/176prior to the consumption of the Sure Shot Dietary Supplement and then at 30 minutes,45 mi

98、nutes and one-hour intervals afterconsumption of the Sure Shot Dietary Supplement so we could assess the efficacy of the Companys R&D efforts at that point intime.The Company also observed motor function skills such as walking,balancing and speech at the same intervals following theconsumption of 12

99、 ounces of the Sure Shot Dietary Supplement.The Company defined and noted the significant improvement ineach area by observing participants walk and whether a participants gait was unsteady,or whether their balance was off whilestanding and whether their speech was clear or slurred.The Company incur

100、red research and development expenses of$271,719and$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 Big Box retail stores.To drive loyalty,word-of-mouth marketing,and sustai

101、nable growth,we invest in customer experience and customer relationship management.Ourmarketing investments are directed towards driving profitable growth through advertising,public relations,and brand promotionactivities,including digital platforms,sponsorships,collaborations,brand activations,and

102、channel marketing.Additionally,wecontinue to invest in our marketing and brand development efforts by investing capital expenditures on product displays to supportour channel marketing via our retail partners.We launched the Sure Shot Dietary Supplement in stores such as BevMo!in thesecond quarter o

103、f 2024.52025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm11/176 Manufacturing,Logistics and Fulfillment We outsource the manufacturing of our products to contract manufacturers,who produce th

104、em according to our formulationspecifications.Our products are manufactured by contract manufacturers in India and the US.The majority of our products willthen be shipped to third-party warehouses and to our corporate offices,which can either transport them to our distributors,retailers,or directly

105、to our customers.Our third-party warehouses are located in the US.We use a limited number of logistics providers todeliver our products to both distributors and retailers,which allows us to lessen order fulfillment time,cut shipping costs,andimprove inventory flexibility.Our Competitive Strengths We

106、 are committed to driving continuous improvement through innovation.Since our inception,we have made significantinvestments in research and development and have acquired a substantial portfolio of intellectual property,which continues to groweach year.Our commitment to innovation has allowed us to c

107、reate unique products that address unmet needs in the market,allbacked by rigorous clinical research.We believe that our focus on research and development is designed to enable us to stay aheadof the curve and provide our customers with products that are not only effective but also innovative.We tak

108、e pride in our patentportfolio and the continuous growth we have achieved,as we believe that it showcases our dedication to creating new and uniquesolutions for our customers.By staying committed to innovation,we are confident in our ability to meet the ever-changing needs ofthe health and wellness

109、market.We believe that the Sure Shot Dietary Supplement stands as a unique product in the liquid dietarysupplement market.Nevertheless,our competitive landscape includes many companies involved in the production of health andwelfare products,including beverages.Recent Developments On May 2,2025,the

110、Company entered into an Exchange Agreement with Core 4 Capital Corp.dated May 2,2025(the“Core 4Exchange Agreement”).Pursuant to the Core 4 Exchange Agreement,Core 4 Capital Corp.(“Core 4”)and the Company agreed tothe following:(i)to exchange 7,700,014 shares of the Common Stock currently owned by Co

111、re 4 for an aggregate of 46,765 sharesof the Companys Series A-1 Preferred Stock,par value$0.001(the“Series A-1 Preferred Stock”);(ii)to exchange 2,865,169warrants to purchase one share of Common Stock at an exercise price of$0.89 per warrant for 17,401 shares of Series A-2Preferred Stock,par value$

112、0.001(the Series A-2 Preferred Stock”),(iii)to exchange 4,000,000 warrants to purchase one share ofCommon 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,

113、granted pursuant to that certain AdvisoryAgreement 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 Companys prior written consent,Core 4 will not(i)offer,pledge,sell,contract tosell,grant,lend,or otherw

114、ise transfer or dispose of,directly or indirectly,any of the shares issued pursuant to the Core 4 ExchangeAgreement;or(ii)enter into any swap or other arrangement that transfers to another,in whole or in part,any of the economicconsequences of ownership of the shares issued pursuant to the Exchange

115、Agreement(the“Lock-Up Provisions”)for a period of atleast six(6)months.The Core 4 Exchange Agreement contains other customary provisions including representation and warrantiesfor both the Company and Core 4,governing law,and notice.The Core 4 Exchange Agreement is filed herein as Exhibit 10.56.Stip

116、ulation of Settlement 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 th

117、e terms of the Stipulation of Settlement,as settlement of the 3i LP Action,the Companyagreed the issue to 3i LP shares of common stock with a market value of$400,000,such amount measured by the lower of:(i)theclosing price on the Nasdaq on the date of filing of the registration statement on Form S-1

118、 registering such shares and(ii)theaverage closing price for the five trading days preceding the date of filing of such registration statement.Pursuant to the Stipulationof Settlement:(i)the Company agreed to issue such shares of common stock to 3i LP within 21 days of execution of the Stipulationof

119、 Settlement;(ii)the Company agreed to use reasonable best efforts to cause the registration of such shares to be effective within60 days of filing the registration statement;(iii)within ten(10)days of filing of such registration statement,the Company and 3iLP will exchange mutual general releases of

120、 all claims by either party against the other,whether known or.unknown,such releasesto be held in escrow by counsel for the parties and released upon effectiveness of the registration statement and registration of theshares of common stock referenced in this paragraph;(iv)upon execution of the Stipu

121、lation of Settlement,the parties will notifythe New York State Supreme Court of the settlement of claims for the 3i LP Action and request that all activity in the 3i LP Actionbe 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

122、(10)days of effectiveness of the registration statement.The Stipulation of Settlement is filed herein as Exhibit 10.52.Securities Purchase Agreement with Eleazar Holdings 2025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/0

123、00164117225011535/forms-1.htm12/176On February 4,2025,the Company entered into the Securities Purchase Agreement with Eleazar Holdings(the“Eleazar SPA”).The Eleazar SPA provided for Eleazars purchase from the Company of 2,753,304 shares of common stock and 2,753,304 EleazarWarrants,at a price of$0.3

124、632 per share of common stock and$0.06 per share of common stock underlying the Eleazar 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 isfiled herein as Exhibit 10.54.Settlement Agreement with Bigger Capital On Janu

125、ary 20,2025,the Company entered into the Bigger Settlement Agreement.In exchange for a resolution to all issues andclaims that relate to the previously filed action against the Company in the Supreme Court of the State of New York,New YorkCounty,Index No.65018/2024.Pursuant to the Bigger Settlement

126、Agreement,the Company agreed to pay or issue to BiggerCapital the following:(i)pay Bigger Capital$375,000;(ii)issue a secured convertible note in the principal amount of$1.75million maturing on December 31,2026(the“Secured Convertible Bigger Note”);(iii)a convertible note in the principal amountof$3

127、.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 topurchase shares of common stock of the Company at an exercise

128、price of$0.4348 per share(the“Bigger Warrants”).A significantshareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the BiggerSettlement Agreement.The Bigger Settlement Agreement is filed herein as Exhibit 10.32.The Secured Convertible

129、 Bigger Note isfiled 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%)perannum from January 20,2025 until

130、 the earlier to occur of(i)the date such unpaid principal amount is paid in full,or(ii)the datesuch unpaid principal amount is converted into shares of the Companys common stock,in accordance with the terms hereof,andshall be computed on the basis of a 360-day year for the actual number of days elap

131、sed.Interest accruing hereunder shall be paideither in cash or in shares of the common stock.62025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm13/176 At the option of its holder,the holder of

132、 the Secured Convertible Bigger Note may convert all or any portion of the outstandingprincipal amount of the Secured Convertible Bigger Note plus accrued and unpaid interest thereon,for a number of shares ofcommon stock of the Company equal to the quotient obtained by dividing the dollar amount of

133、such outstanding principal amountof the Secured Convertible Bigger Note plus the accrued and unpaid interest thereon being converted by the Secured ConvertibleBigger Note Conversion Price(as defined below)as of the applicable conversion date.“Secured Convertible Bigger Note Conversion Price”means th

134、e lesser of(i)$0.5435 per share and(ii)the closing price of theCompanys common stock,as reflected on N,immediately preceding the date of Stockholder Approval(as definedbelow),subject to adjustment as provided in the Secured Convertible Bigger Note.“Stockholder Approval”means such approval as may be

135、required by the applicable rules and regulations of the Nasdaq CapitalMarket(or any successor entity)from the stockholders of the Company with respect to the transactions contemplated under theSecured Convertible Bigger Note and the other Transaction Documents(as defined in the Secured Convertible B

136、igger Note),including,without limitation,the issuance of all of the shares of common stock issuable thereunder,including in an amount thatwould,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 pri

137、or exercises of the Bigger Warrant,exceed 19.99%of the issued and outstanding CommonStock on January 20,2025,at a price less than the market value of the Companys common stock on January 20,2025.The Convertible Bigger Note Interest shall accrue on the unpaid principal amount of the Convertible Bigge

138、r Note at the rate of nine percent(9%)per annumfrom January 20,2025 until the earlier to occur of(i)the date such unpaid principal amount is paid in full,(ii)the date such unpaidprincipal amount is converted into shares of the Companys common stock,in accordance with the terms of the Convertible Big

139、gerNote,or(iii)the date the Company otherwise satisfies its Repayment Obligation(as defined in Convertible Bigger Note)in respectof 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

140、Companys 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 millionconvertible note bearing a 9%interest rate,maturing on December 31,2027(the“Replacement Bigger Note”).The form

141、 of theReplacement 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 principalamount of the Convertible Bigger Note plus accrued and unpaid interest thereon,for a number of shares of comm

142、on stock of theCompany equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of the ConvertibleBigger Note plus the accrued and unpaid interest thereon being converted by the Convertible Bigger Note Conversion Price(asdefined below)as of the applicable con

143、version date.“Convertible Bigger Note Conversion Price”means$0.5435 per share,subject to adjustment as provided under the ConvertibleBigger Note.The Bigger Warrants Pursuant to the Bigger Settlement Agreement,the Company agreed to exchange the 1,650,050 warrants held by Bigger Capital fora total of

144、5,332,889 warrants exercisable for$0.43(the latter warrants,the“Bigger Warrants”).The Bigger Warrants containcustomary adjustment provisions and representation and warranties.The Bigger Warrants are exercisable for a five year periodfollowing their issuance date.The Bigger Warrants are filed herein

145、as Exhibit 4.7.72025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm14/176 Registration Rights Pursuant to the Bigger Settlement Agreement,the Company shall promptly file a registration statemen

146、t for shares of the CompanysCommon Stock equal to 150%of the shares initially issuable upon exercise of the Bigger Notes(the“Registrable BiggerSecurities”),which filing shall be no later than ten(10)business days after the execution of the Settlement Agreement.TheCompany shall diligently take all st

147、eps necessary for the registration statement to become effective as soon as practicable and shallthereafter maintain the registration statement until the Registrable Bigger Securities are sold.Upon receiving notification from theSEC that either the registration statement relating to the Registrable

148、Bigger Securities have received a“no review”from the SEC orthat the SEC has no additional comments to the registration statement,the Company will take all action necessary to ensure that theregistration statement has been declared effective within two business days of either such notification.Amendm

149、ent 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 agree

150、ing 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 capitalraise(including an at-the market offering and an equity line of credit)consummated or occurring prior

151、 to the maturity date of theConvertible Bigger Note(June 30,2025,and each such capital raise specified in clause(i)of this paragraph,a“pre-maturityFinancing”)to pay down the Companys obligations owed under the Secured Convertible Bigger Note and(ii)from any capitalraise(including an at-the market of

152、fering and an equity line of credit)consummated or occurring after the maturity date of theConvertible Bigger Note(each such capital raise specified in clause(ii)of this paragraph,a“post-maturity Financing,”andtogether with any pre-maturity Financing,each,a“Financing”),with the proceeds of any such

153、post-maturity Financing beingapplied:(x)first,if the Company has satisfied its obligations under the Convertible Bigger Note via an Alternative PaymentMethod(as defined in the Convertible Bigger Note),to pay down the Companys obligations owing under the$2 million SAFE orthe Replacement Bigger Note t

154、o be issued by the Company to Bigger Capital in connection with such Alternative Payment Method,as applicable,until the Companys obligations under such SAFE or Convertible Bigger Note are paid in full,and(y)second,to theCompanys obligations owing under the Secured Convertible Bigger Note,until the C

155、ompanys obligations under the Secured Noteare paid in full.The Company agreed to pay Bigger Capital any proceeds to which Bigger Capital is entitled pursuant to the immediatelypreceding paragraph within 2 business days of the Companys actual receipt thereof and that such proceeds shall be applied to

156、payment of the Companys obligations under the applicable instrument,first to accrued unpaid interest thereon,and second tooutstanding principal thereof.(b)Subject to the Company consummating a pre-maturity Financing by April 18,2025,and provided the Companycomplies with its obligations under clause(

157、a)above,Bigger Capital agreed to extend the Effectiveness Deadline(as defined in theBigger Settlement Agreement)of the Registration Statement(as defined in the Bigger Settlement Agreement)from April 5,2025 toMay 2,2025.A copy of the Amendment to the Bigger Settlement Agreement is filed herein as Exh

158、ibit 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 aresolution to all issues and claims that relate to the previously filed action against the Company in the Supreme

159、 Court of the Stateof New York,New York County,Index No.655967/2023.Pursuant to the Intracoastal Settlement Agreement,the Company agreedto issue to Intracoastal Capital the following:(i)shares of the Companys common stock with a value of$875,000,as set forthbelow(the“Intracoastal Settlement Shares”)

160、and(ii)a settlement payment of$175,000.The number of Intracoastal SettlementShares 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

161、 trading days prior tothe day that the registration statement registering the Intracoastal Settlement Shares becomes effective or(ii)the closing price forthe Company on the day prior to such registration statement becomes effective.In such event,the Company shall deliver withintwo(2)business days ad

162、ditional shares of common stock so that Intracoastal Capital receives,in total,an amount equal to 875,000divided 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 besubject to adjustment if the Adjuste

163、d 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 thefive trading days prior to the execution of the Intracoastal Settlement Agreement,or(ii)the closing price of the Company,as20

164、25/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm15/176reported on the Nasdaq on the day prior to the execution of the Intracoastal Settlement Agreement.The Intracoastal Settlement Agreement is

165、 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 Emirateslimited company(“Blue Capital”)pursuant to which Blue Capital shall provide the Company with services as

166、 stated therein,for aperiod of five(5)year term commencing on February 1,2025.The Company shall issue to Blue Capital 4,545,454 options topurchase shares of the Companys common stock,par value$0.001(the“Common Stock”)at$0.44 per shares(the“Blue CapitalOptions”).The Blue Capital Options shall vest in

167、 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 asExhibit 10.34.January 2025 PIPE Investment On January 17,2025,the Company entered into a Securi

168、ties Purchase Agreement with one accredited investor for the purchase of2,277,389 shares for gross proceeds of$1,000,000 at a price of$0.4391 per share,which reflects a 20%discount from the closingprice of the common stock on January 14,2025.The Securities Purchase Agreement is filed herein as Exhib

169、it 10.35.82025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm16/176 Notice of Nasdaq Listing Deficiency On January 2,2025,the Company received a notice from The Nasdaq Stock Exchange(“Nasdaq”)t

170、hat the closing bid price for ourcommon stock had been below$1.00 per share for the previous 30 consecutive days,and that we are therefore not in compliancewith the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)(“Rule 5550(a)(2

171、)”).Nasdaqs notice has no immediate effect on the listing or trading of our common stock on the NasdaqCapital Market.The notice indicates that we will have 180 calendar days,until July 1,2025,to regain compliance with this requirement.We canregain compliance with the$1.00 minimum bid listing require

172、ment if the closing bid price of our common stock is at least$1.00per 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 dayperiod to rega

173、in compliance.To qualify,we would be required to meet the continued listing requirement for market value of ourpublicly held shares and all other Nasdaq initial listing standards,with the exception of the minimum bid price requirement underRule 5550(a)(2),and we would need to provide written notice

174、to Nasdaq of our intention to cure the deficiency during the secondcompliance period.If it appears to Nasdaq that we will not be able to cure the deficiency,or if we are otherwise not eligible,weexpect that Nasdaq will notify us that our common stock will be subject to delisting.We will have the rig

175、ht to appeal adetermination to delist our common stock,and our common stock would remain listed on The Nasdaq Capital Market until thecompletion of the appeal process.We intend to actively monitor the minimum bid price of our common stock and may,as appropriate,consider available options toregain co

176、mpliance with Rule 5550(a)(2),including undertaking a reverse stock split.However,there can be no assurance that theCompany 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 Agreeme

177、nt(the“Arrangement Agreement”)with YerbaBrands Corp.,(“Yerba”),a corporation organized under the laws of the Province of British Columbia,pursuant to which,amongother things,the Company will acquire all of the issued and outstanding common shares of Yerba(the“Arrangement”).TheArrangement will be imp

178、lemented by way of a plan of arrangement(the“Plan of Arrangement”)in accordance with the BusinessCorporations Act(British Columbia)and is subject to approval by the Supreme Court of British Columbia(the“Court”),thestockholders of the Company and the shareholders of Yerba,among other customary closin

179、g conditions for a transaction of thisnature and size.Consideration On the terms and subject to the conditions of the Arrangement Agreement and the Plan of Arrangement,at the effective time of theArrangement(the“Effective Time”)all of the common shares of Yerba then issued and outstanding immediatel

180、y prior to theEffective Time(including the common shares of Yerba to be issued on the settlement of all of the performance share units andrestricted share units of Yerba,which will be settled immediately prior to the Effective Time)will be acquired by the Company inconsideration for the right to rec

181、eive 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 Yerba outstanding immediatelyprior to the Effective Time(whether or not vested)will be deemed to be exchanged for an option(“

182、Replacement Option”)entitlingthe holder to purchase shares of common stock of the Company.The number of shares of common stock of the Companyunderlying each Replacement Option will equal the number of common shares of Yerba underlying the corresponding ReplacedOption multiplied by the exchange ratio

183、.The exercise price of each Replacement Option will equal the exercise price of thecorresponding Replaced Option divided by the exchange ratio and each Replacement Option will be fully vested.In accordancewith the respective terms of Yerbas outstanding warrants and debentures,the terms of each warra

184、nt and debenture of Yerba willentitle the holder thereof to receive,upon exercise or conversion,as applicable,in substitution for the number of Yerba commonshares subject to such warrant or debenture,a number of shares of Company common stock.In addition,if the Arrangement isconsummated,the Company

185、will pay up to$500,000 of Yerbas transaction expenses.92025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm17/176 Representations and Warranties;Covenants Pursuant to the Arrangement Agreement,e

186、ach of the Company and Yerba made customary representations and warranties fortransactions of this type.All of the representations and warranties of the Company and Yerba will expire and be terminated at theEffective Time.Each of the Company and Yerba have also agreed to be bound by certain covenant

187、s that are customary fortransactions of this type,including obligations of the parties during the period between the date of the execution of theArrangement Agreement and the Effective Time(the“Interim Period”)to,in all material respects,conduct their respectivebusinesses in the ordinary course cons

188、istent with past practice,and to refrain from taking certain specified actions without the priorwritten consent of the other party,in each case,subject to certain exceptions and qualifications.The covenants and agreements ofthe Company and Yerba that by their terms are to be performed at or after th

189、e Effective Time shall,in each case,survive until fullyperformed.Closing Conditions The respective obligations of each party to consummate the Arrangement are subject to the satisfaction or waiver of certaincustomary mutual closing conditions,including(i)the issuance of the interim and final orders

190、by the Court with respect to theArrangement;(ii)the adoption by the requisite Yerba shareholders of a resolution approving the Arrangement(the“YerbaShareholder Approval”);(iii)the approval by the requisite Company stockholders of the issuance of the Consideration Shares andan amended and restated eq

191、uity 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,ren

192、dering illegal or permanently enjoining theconsummation of the Arrangement;(v)the obtainment of any regulatory approvals required in connection with the Plan ofArrangement,except for such approvals the failure of which to obtain would not reasonably be expected to have a material adverseeffect on th

193、e parties or would not materially impede or delay the completion of the Arrangement;(vi)the approval by the TSXVenture Exchange;(vii)the approval of the listing of the Consideration Shares by Nasdaq;(viii)the exemption of the issuance ofthe Consideration Shares from the registration requirements of

194、the Securities Act,pursuant to Section 3(a)(10)thereof;(ix)that therepresentations of the other party in the Arrangement Agreement are true and correct as of the date of the Arrangement Agreementand the Effective Time(subject to certain materiality qualifiers)and(x)that the other party will have com

195、plied in all materialrespects 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 thefollowing conditions,among others:(i)that there will not have occurred during the Interim Period any m

196、aterial adverse effect withrespect to Yerba;(ii)that the Company shall have received Support Agreements(as defined below)from certain shareholders ofYerba representing not less than 40.1%of the issued and outstanding common shares of Yerba(collectively,the“SupportingYerba Shareholders”)no later than

197、 30 days following the date of the Arrangement Agreement(and such shareholders shall nothave breached their obligations or covenants thereunder in any material respect as of the Effective Time);and(iii)that the Yerbashareholders shall have not validly exercised and not withdrawn dissent rights with

198、respect to more than 5%of the common sharesof Yerba then outstanding.The obligation of Yerba to consummate the Arrangement is also conditioned upon(i)the Company appointing Todd Gibson to theboard of directors of the Company as of the Effective Time and(ii)that there will not have occurred during th

199、e Interim Period anymaterial adverse effect with respect to the Company.The Arrangement Agreement is filed herein as Exhibit 10.36.102025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm18/176 Ad

200、visory Agreement with Bristol Capital On December 18,2024,the Company entered into an Advisory Agreement(“Bristol Advisory Agreement”)with Bristol Capital,LLC,a Delaware limited liability company(“Bristol Capital”).Under the Bristol Advisory Agreement,Bristol Capital appointedPaul L.Kessler(“Kessler

201、”)to provide services to the Company relating to the Companys strategy business development,strategicplanning,capital markets,high level introductions to further its business goals,advice related to sector growth initiatives,and otherconsulting or advisory services which the Company reasonably reque

202、sts that Kessler provides.In consideration for such services,the Company agreed to compensate Bristol Capital as follows:(i)a cash payment of$200,000,payable in quarterly installments of$50,000 each,starting on December 18,2024 and continuing every 3 months thereafter;and(ii)equity-based compensatio

203、n of400,000 restricted shares of common stock,with piggyback registration rights.These shares will vest in equal quarterlyinstallments,with the first installment of 100,000 shares vesting on December 18,2024 and then another 100,000 shares vestingevery 3 months thereafter,pursuant to the schedule se

204、t forth in Exhibit A of the Bristol Advisory Agreement.Kessler will serve asthe Companys independent contractor under the Advisory Agreement.The Advisory Agreement is filed herein as Exhibit 10.54.Equity Disbursement Agreement with Maxim Group LLC On December 6,2024,the Company entered into an Equit

205、y Disbursement Agreement(the“Sales Agreement”)with Maxim GroupLLC(the“Sales Agent”)pursuant to which the Company may offer and sell,from time to time,in its sole discretion,shares of itscommon stock,having an aggregate offering price of up to$5,000,000,subject to certain limitations on the amount of

206、 commonstock that may be offered and sold by the Company set forth in the Sales Agreement.The Company is not obligated to make anysales of common stock under the Sales Agreement and any determination by the Company to do so will be dependent,among otherthings,on market conditions and the Companys ca

207、pital 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(FileNo.333-267644),initially filed by the Company with the Securities and Exchange Commission(the“Commission”)under theSecurities Act on September 28,2022,a

208、nd declared effective on November 9,2022,and the prospectus supplement relating to theat-the-market offering filed with the SEC on December 6,2024,and any applicable additional prospectus supplements related tothe at-the-market offering that form a part of the registration statement.The Sales Agent

209、may sell the shares of common stock by any method deemed to be an“at the market offering”as defined in Rule415(a)(4)of the Securities Act,including sales made through Nasdaq,or any other trading market for the common stock,salesmade to or through a market maker other than on an exchange or through a

210、n electronic communications network,or in negotiatedtransactions pursuant to terms set forth in a placement notice delivered by the Company to the Sales Agent under the SalesAgreement.Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement,the Sales Agentwi

211、ll 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 Companys instructions,including any price,time or size limits specified by

212、the Company.The Sales Agent is not obligated to purchase any shares ofcommon 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 theSales Agent under the Sales Agreement,and a

213、lso has provided the Sales Agent with customary indemnification and contributionrights.The Sales Agreement contains customary representations and warranties and conditions to the placements of the sharespursuant thereto,obligations to sell shares under the Sales Agreement are subject to satisfaction

214、 of certain conditions,includingcustomary 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”)withCaring Brands,Inc.,a Nev

215、ada 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 othershareholders of CB,exchanged 100%of the issued and outstanding shares of common stock of CB

216、Florida(the“Exchange”)forthe 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 Companys business segment that creates and sells innovative wellness consumerproducts industries(the“CB Business”)al

217、ong with the assets,intellectual property and liabilities related thereto were transferred toCB Nevada.The Separation Agreement is filed herein as Exhibit 10.38.Consulting Agreement with Core 4 Capital Corp.2025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.s

218、ec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm19/176On September 23,2024,the Company entered into a Consulting Agreement with Core 4(“Core 4 Consulting Agreement”),a NewYork corporation,pursuant to which Core 4 shall provide the Company with services as stated therein,for a period

219、 of six(6)monthterm commencing on October 1,2024.The Company shall issue 1,250,000 shares of the Companys restricted stock.This stockwill vest in equal quarterly installments such that 625,000 shares shall vest on December 31,2024,and 625,000 shares shall vest onMarch 31,2025.On April 4,2025,the Com

220、pany entered into an extension to the Core 4 Consulting Agreement to extend the agreement for anadditional 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 10.39.112025/5/20 10:33sec.gov/Archives/edgar/data/1760903

221、/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm20/176 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)3,370,787shares of the Companys com

222、mon 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 aperiod of five years from the date of issuance and have an exercise price of$0.89.The

223、Companys President,Jordan Schur,is a15%owner of the Investor,but is not an officer or director of such Investor.Other shareholders of the Investor are also members ofMr.Schurs immediate family(but not dependents).The Company did not pay any commissions in connection with this offeringand expects net

224、 proceeds of approximately$3,421,348 from the offering.This Securities Purchase Agreement is filed as Exhibit10.40.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 ofcommon stock of the C

225、ompany at a price of$1.06 per share,which was the closing price on June 27,2024).The Company paid nocommissions in connection with this securities purchase and the net proceeds were approximately$1,000,000.This SecuritiesPurchase Agreement is filed as Exhibit 10.42.On April 4,2024,the Company entere

226、d into a Securities Purchase Agreement with Core 4 for the purchase of 2,369,668 shares ofthe Companys common stock to Core 4 at a price of$2.11 per share,which was the closing price on April 4,2024.The Companypaid no commissions in connection with this securities purchase and net proceeds thereto w

227、ere approximately$4,975,000.ThisSecurities 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 4,000,000warrants to purchase common stock at$0.41 per share for$0.125 per warrant for aggregate p

228、roceeds 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 towhich Mr.Gulyas will serve as the Companys Executive Chairman of the board of directors.The Agreeme

229、nt provides for(A)a$300,000 annual base salary paid in equal installments on the Companys regular pay dates no less frequently than bi-monthly,(B)a restricted stock award of 1,000,000 shares of Companys common stock fully vested as of the date therein,(C)an incentive bonusof$100,000 and 500,000 rest

230、ricted shares of Companys common stock if the Company achieves a combined revenue of$500,000for Q1 and Q2 of 2025,(D)an incentive bonus of$100,000 and 500,000 restricted shares of Companys common stock if theCompany achieves a combined revenue of$1,000,000 for Q3 and Q4 of 2025,and(E)other customary

231、 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 restri

232、cted commonstock to Mr.Gulyas as compensation for work performed in 2025 and 2026.Further,these restricted common stock will beginvesting 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 1,2

233、025;(iii)250,000 shares will vest on January 1,2026;and(iv)250,000 shares will veston 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 agreem

234、ent with Jordon Schur(the“Schur Agreement”),pursuant to which Mr.Schur will serve as the Companys President.The Agreement provides for(A)a$300,000 annual base salarypaid in equal installments on the Companys regular pay dates no less frequently than bi-monthly,(B)a restricted stock award of1,000,000

235、 shares of Companys common stock fully vested as of the date therein,(C)an incentive bonus of$100,000 and 500,000restricted shares of Companys 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 Co

236、mpanys common stock if the Company achieves acombined revenue of$1,000,000 for Q3 and Q4 of 2025,and(E)other customary employee benefits.The Schur Agreement is filedas Exhibit 10.45.On March 11,2025,the Company entered into Amendment No.1 to the Schur Agreement(the“Amended Schur Agreement”),which am

237、ended and replaced Section 5(b)in its entirety such that:the Company shall remit 1,000,000 shares of restricted commonstock to Mr.Schur as compensation for work performed in 2025 and 2026.Further,these restricted common stock will beginvesting on April 1,2025,in quarterly increments over the followi

238、ng 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 veston April 1,2026.The change in the Amended Schur Agreement only changed the shares from becoming immediately ves

239、table.2025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm21/176Jarrett Boon Employment Agreement On December 16,2024,the Company entered into an employment agreement with Jarrett Boon(the“Boon

240、Agreement”),pursuantto which Mr.Boon will serve as the Companys Chief Executive Officer.The Boon Agreement provides for(A)a$300,000 annual base salary paid in equal installments on the Companys regular pay datesno less frequently than bi-monthly,(B)a restricted stock award of 1,000,000 shares of Com

241、panys common stock fully vested as ofthe date therein,(C)an incentive bonus of$100,000 and 500,000 restricted shares of Companys common stock if the Companyachieves a combined revenue of$500,000 for Q1 and Q2 of 2025,(D)an incentive bonus of$100,000 and 500,000 restrictedshares of Companys common st

242、ock 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 replace

243、d Section 5(b)in its entirety such that:the Company shall remit 1,000,000 shares of restricted commonstock to Mr.Boon as compensation for work performed in 2025 and 2026.Further,these restricted common stock will beginvesting on April 1,2025,in quarterly increments over the following years as follow

244、s:(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 veston April 1,2026.The change in the Amended Boon Agreement only changed the shares from becoming immediately vestable.Danielle De R

245、osa Employment AgreementOn April 22,2024,the Company entered into an employment agreement with Danielle De Rosa(the“De Rosa EmploymentAgreement”),pursuant to which Ms.Rosa will serve as the Companys Chief Financial Officer.As consideration for her services,the Company will pay Ms.Rosa a salary of$25

246、0,000 per annum,which salary is payable bi-monthly.Subject to suitable businessconditions,Ms.Rosa may receive a 5%pay increase payable to her at each one-year anniversary from the commencement of theDe Rosa Employment Agreement.The Company will also award 200,000 stock options to Ms.Rosa,granted at

247、a strike price equalto the closing market price on the date that Ms.De Rosa first starts to work for the Company as an independent consultant.Thesestock options will vest on a quarterly basis,in equal installments over three years.The stock options will terminate on the fifth yearanniversary of thei

248、r 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)forthe composition of the Sure Shot Dietary Supplement used for minimizing the harm

249、ful effects associated with alcohol consumptionby supporting the metabolism of alcohol.US 9,186,350 B2(the“350 Patent”),relates to an early version of the Sure Shot DietarySupplement and is owned by the Company.The 350 Patent is a utility patent that covers the United States jurisdiction and expired

250、on December 25,2023.US 10,028,991 B2(the“991 Patent”)is a continuation of the 350 Patent and relates to the Sure ShotDietary Supplement and is owned by the Company.The 991 Patent is a utility patent that covers the United States jurisdiction andexpires on November 5,2035.In and around September of 2

251、024,the Company received a Notice of Allowance for a new patentU.S.Patent Application No.18/395,565 that relates to current version of the Sure Shot Dietary Supplement.This patent will be autility patent and cover the United States jurisdiction.The Company owns three additional patents that relate t

252、o legacy productsthat the Company neither currently sells nor has any plans to sell in the future.122025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm22/176 Government Regulation The Sure Shot

253、 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 OccupationalSafety and Health Act and va

254、rious state laws and regulations governing workplace health and safety;various environmentalstatutes;the Safe Drinking Water and Toxic Enforcement Act of 1986(“California Proposition 65”);data privacy and personal dataprotection laws and regulations,including the California Consumer Privacy Act of 2

255、018(as modified by the California PrivacyRights 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

256、 affected by other existing,proposed and potential future regulations or regulatory actions,includingthose 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 t

257、he federal,state,municipal and supranationallevel in respect of each of the subject areas discussed below.Public health officials and health advocates are increasingly focusedon the public health consequences associated with obesity and alcohol consumption,especially as they may affect children,and

258、areseeking 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(includingpromotional campaigns)of our products.In California,we are subject to California Proposition

259、65,a law which requires that aspecified warning be provided before exposing California consumers to any product that contains in excess of threshold amounts ofa substance listed by California as having been found to cause cancer or reproductive toxicity.California Proposition 65 does notrequire a wa

260、rning if the manufacturer of a product can demonstrate that the use of the product in question exposes consumers to anaverage daily quantity of a listed substance that is below that threshold amount,which is determined either by scientific criteria setforth in applicable regulations or via a“safe ha

261、rbor”threshold that may be established by the state,or the substance is naturallyoccurring,or is subject to another applicable exception.As of the date of this registration statement,we are not required to put awarning label on our product and our products are perfluoroalkyl and polyfluoroalkyl subs

262、tances(“PFAS”)free.We are unable topredict whether a component found in our product might be added to the California list in the future.Furthermore,we are alsounable to predict when or whether the increasing sensitivity of detection methodology may become applicable under this law andrelated regulat

263、ions as they currently exist,or as they may be amended.If we are required to add warning labels to any of ourproducts 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 o

264、ur products in those locations or elsewhere.In addition,there has beenincreasing regulatory activity globally regarding constituents in packaging materials,including PFAS.Regardless of whetherperceived health consequences of these constituents are justified,such regulatory activity could result in a

265、dditional governmentregulations 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 andnutrition labeling on food and beverage products,including a requirement to disclose the amount of added su

266、gars in such productsand regulations about whether a product qualifies as a drug.Further,the U.S.Department of Agriculture promulgated regulationsrequiring that,by January 1,2022,the labels of certain bioengineered foods include a disclosure that the food is bioengineered.These regulations may impac

267、t,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 FDAstandards,permitting their inclusion in supplements.In the event that the FDA or any governmen

268、tal agency identifies an ingredientor 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 tonote that the

269、Sure Shot Dietary Supplement is classified as a dietary supplement,exempt from the approval or filing requirementsmandated 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

270、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 fiveyears with one renewal option for a

271、n additional three years.As part of the Separation Agreement,Caring Brands,Inc.has agreed toassume to lease obligations upon it reaching certain milestones.2025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/0001641172250115

272、35/forms-1.htm23/176132025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm24/176 THE RESALE OFFERING Common stock outstanding 75,176,604 shares.(1)Common stock being offered 1,233,507 shares of

273、common stock,in the aggregate,consisting of the shares of commonstock issued to 3i LP pursuant to the Stipulation of Settlement,and the shares of commonstock issued to Paul L.Kessler under the Advisory Agreement.Use of proceeds We will not receive any proceeds from the Selling Stockholders resale of

274、 the registeredshares.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.(1)As of May 16,2025,this number excludes stock options of

275、 18,046,992 held by beneficial owners and warrants of 21,556,638held by beneficial owners.142025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm25/176 RISK FACTORS Risks Related to Our Business

276、If we are unable to keep up with rapid technological changes,our products may become obsolete.The market for our products is characterized by significant and rapid change.Although we will continue to expand our product linecapabilities to remain competitive,research and discoveries by others may mak

277、e our processes,products,or brands less attractiveor 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 losemarket share and revenues.In addition,some of our current

278、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 willcompete that will allow them to offer lower prices or higher quality products.If we do not successfully compete w

279、ith thesecompetitors,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 couldbe materially harmed.Our business and prospects depend,

280、in part,on developing and then maintaining and strengthening our brand and reputation in themarkets we serve.If problems with our products cause our customers to have a negative experience or failure or delay in thedelivery of our products to our customers,our brand and reputation could be diminishe

281、d.If we fail to develop,promote andmaintain 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 ofoperations.We are subject to general business re

282、gulations and laws as well as regulations and laws specifically governing our industries in theU.S.and other countries in which we operate.Uncertainty surrounding existing and future laws and regulations may impede ourservices and increase the cost of providing such services.These regulations and la

283、ws 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 t

284、he continued contributions of our senior managementpersonnel.If we lose their services or if they fail to perform in their current positions,or if we are not able to attract and retainskilled personnel as needed,our business could suffer.Significant turnover in our senior management could significan

285、tly depleteour institutional knowledge held by our existing senior management team.We depend on the skills and abilities of these keypersonnel in managing the product acquisition,marketing and sales aspects of our business,any part of which could be harmed byturnover in the future.We may not have wr

286、itten employment agreements with all of our senior management.We do not have anykey 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 complia

287、nce withgovernment health and safety standards.Even if our products meet these standards,they could otherwise become contaminated.Afailure to meet these standards or contamination could occur in our operations or those of our manufacturers,distributors orsuppliers.This could result in expensive prod

288、uction interruptions,recalls and liability claims.Moreover,negative publicity couldbe generated from false,unfounded or nominal liability claims or limited recalls.Any of these failures or occurrences couldnegatively affect our business and financial performance.The sale of our products involves pro

289、duct liability and related risks that could expose us to significant insurance and lossexpenses.We face an inherent risk of exposure to product liability claims if the use of our products results in,or is believed to have resultedin,illness or injury.Our products contain combinations of ingredients,

290、and there is little long-term experience with the effect ofthese combinations.In addition,interactions of these products with other products,prescription medicines and over-the-countertreatments have not been fully explored or understood and may have unintended consequences.152025/5/20 10:33sec.gov/

291、Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm26/176 Any product liability claim may increase our costs and adversely affect our revenue and operating income.Moreover,liabilityclaims arising from a serious adver

292、se event may increase our costs through higher insurance premiums and deductibles and maymake it more difficult to secure adequate insurance coverage in the future.In addition,our product liability insurance may fail tocover future product liability claims,which,if adversely determined,could subject

293、 us to substantial monetary damages.The success of our business will depend upon our ability to create and expand our brand awareness.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-kn

294、own brands leading the industry.Our ability to compete effectively and generate revenuewill be based upon our ability to create and expand awareness of our products distinct from those of our competitors.It isimperative that we are able to convey to consumers the benefits of our products.However,adv

295、ertising and packaging and labelingof such products will be limited by various regulations.Our success will be dependent upon our ability to convey to consumers thatour products are superior to those of our competitors.We must develop and introduce new products to succeed.Our industry is subject to

296、rapid change.New products are constantly introduced to the market.Our ability to remain competitivedepends in part on our ability to enhance existing products,to develop and manufacture new products in a timely and cost-effectivemanner,to accurately predict market transitions,and to effectively mark

297、et our products.Our future financial results will depend toa 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 produ

298、ct 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 pu

299、blicity associated with our products or ingredients,or those of similar companies,could adversely affect our salesand revenue.Adverse publicity concerning any actual or purported failure by us to comply with applicable laws and regulations regarding anyaspect of our business could have an adverse ef

300、fect on the public perception of us.This,in turn,could negatively affect our abilityto obtain financing,endorsers and attract distributors or retailers for our products,which would have a material adverse effect onour ability to generate sales and revenue.Our distributors and customers perception of

301、 the safety and quality of our products or even similar products distributed by otherscan be significantly influenced by national media attention,publicized scientific research or findings,product liability claims andother publicity concerning our products or similar products distributed by others.A

302、dverse publicity,whether or not accurate,thatassociates consumption of our products or any similar products with illness or other adverse effects,will likely diminish thepublics perception of our products.Claims that any products are ineffective,inappropriately labeled or have inaccurate instruction

303、sas to their use,could have a material adverse effect on the market demand for our products,including reducing our sales andrevenue.162025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm27/176 I

304、f serious adverse or undesirable side effects are identified during the development of our product candidates,we may abandonor limit our development or commercialization of such product candidates.If our product candidates are associated with undesirable side effects or have unexpected characteristi

305、cs,we may need to abandontheir development or limit development to certain uses or subpopulations in which the undesirable side effects or othercharacteristics are less prevalent,less severe or more acceptable from a risk-benefit perspective.If we elect or are forced to suspend or terminate any clin

306、ical trial with one of our product candidates,the commercial prospects ofsuch product candidate will be harmed,and our ability to generate revenue from such product candidate will be delayed oreliminated.Any of these occurrences may harm our business,financial condition and prospects significantly.I

307、f we experience delays or difficulties in the enrollment of subjects to our clinical trials,our ability to complete such trials willbe adversely affected Identifying,screening and enrolling patients to participate in clinical trials of our product candidates is critical to our success,andwe may not

308、be able to identify,recruit,enroll and dose a sufficient number of patients with the required or desired characteristics tocomplete our clinical trials in a timely manner.The timing of our clinical trials depends on our ability to recruit patients toparticipate as well as to subsequently dose these

309、patients and complete required follow-up periods.In particular,because ourplanned clinical trials may be focused on indications with relatively small patient populations,our ability to enroll eligible patientsmay be limited or may result in slower enrollment than we anticipate.In addition,we may exp

310、erience enrollment delays related to increased or unforeseen legal and logistical requirements at certainclinical trial sites.These delays could be caused by reviews by contractual discussions with individual clinical trial sites.Anydelays in enrolling and/or dosing patients in our planned clinical

311、trials could result in increased costs,delays in advancing ourproduct 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 researc

312、h 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;percei

313、ved 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;proximi

314、ty 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 againstsuch claims will be affordable

315、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 arisk of liability for personal injury to or death of patients due to,among other causes,adverse side effects,improper adm

316、inistrationof 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 fromgovernmental bodies.In addition,product liability and

317、related risks are likely to increase over time,in particular upon thecommercialization or marketing of any products by us or parties with which we enter into development,marketing,or distributioncollaborations.Although we are contracting for general liability insurance in connection with our ongoing

318、 business,there can be noassurance 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 anyattempt by us to

319、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 suffic

320、ient to cover any potential claims or liabilities.172025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm28/176 If we are unable to establish relationships with licensees or collaborators to carr

321、y out sales,marketing,and distributionfunctions or to create effective marketing,sales,and distribution capabilities,we will be unable to market our productssuccessfully.Our business strategy may include out-licensing product candidates to or collaborating with larger firms with experience inmarketi

322、ng 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 besuccessful in gaining market acceptance for a

323、ny 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 th

324、e 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 establishin-house marketing and sales capabilities.To market any products directly,we would have to establish a marketing,sales,anddistribution for

325、ce that has technical expertise and could support a distribution capability.Competition in the dietary supplementindustry for technically proficient marketing,sales,and distribution personnel is intense and attracting and retaining such personnelmay significantly increase our costs.There can be no a

326、ssurance that we will be able to establish internal marketing,sales,or distribution capabilities or that thesecapabilities 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 ma

327、y cause damage or disruption to our operations,international commerce and theglobal economy,and thus could have a strong negative effect on us.Our business operations are subject to interruption by naturaldisasters,fire,power shortages,pandemics and other events beyond our control.Such events could

328、make it difficult or impossiblefor us to deliver our services to our customers and could decrease demand for our services.182025/5/20 10:33sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htmhttps:/www.sec.gov/Archives/edgar/data/1760903/000164117225011535/forms-1.htm29/176 We have a l

329、imited 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.Thebusiness and prospects of the Company must be considered in the light of the potential problem

330、s,delays,uncertainties andcomplications encountered in connection with a newly established business and new industry.The risks include,but are not limitedto,the possibility that we will not be able to develop functional and scalable products and services,or that although functional andscalable,our p

331、roducts and services will not be economical to market;that our competitors hold proprietary rights that preclude usfrom marketing such products;that our competitors market a superior or equivalent product;that we are not able to upgrade andenhance our technologies and products to accommodate new fea

332、tures and expanded service offerings;or the failure to receivenecessary regulatory clearances for our products.To successfully introduce and market our products at a profit,we must establishbrand name recognition and competitive advantages for our products.There are no assurances that we can success

333、fully addressthese challenges.If it is unsuccessful,we and our business,financial condition and operating results could be materially andadversely affected.The current and future expense levels are based largely on estimates of planned operations and future revenues rather thanexperience.It is difficult to accurately forecast future revenues because our business is new and our market has not been