Safety Shot, Inc. Announces Record Date for Spin-Off and Distribution of Shares Common Stock of Caring Brands, Inc. - Updated

Rhea-AI Summary

Safety Shot Inc (NASDAQ: SHOT) has announced the record date for spinning off its subsidiary Caring Brands Inc (CABR). Stockholders and certain warrant holders from July 2021 will receive one share of Caring Brands common stock for every 45 shares of Safety Shot stock held as of April 7, 2025 (Record Date).

The distribution is planned for August 9, 2025, contingent on SEC approval of Caring Brands' Registration Statement Form S-1, Nasdaq listing approval, and other regulatory clearances. Caring Brands stock is expected to begin trading on Nasdaq around April 11, 2025.

Fractional shares will not be distributed; instead, ClearTrust will round down to whole shares. The spin-off transaction will not proceed if the Registration Statement is not approved or if Nasdaq listing is denied.

Positive

• Creation of shareholder value through spin-off distribution
• Planned Nasdaq listing for new entity (CABR)
• Clear 1:45 distribution ratio providing transparency for investors

Negative

• Significant dilution for shareholders with less than 45 shares
• No fractional shares distributed - potential value loss for smaller holders
• Multiple contingencies could delay or prevent the spin-off completion

Insights

Financial Restructuring Analyst

Safety Shot's announced spin-off of Caring Brands represents a significant corporate restructuring event with several noteworthy elements.

The 45:1 distribution ratio (one share of Caring Brands for every 45 Safety Shot shares) indicates this is likely a relatively small subsidiary being separated from the parent company. For context, with Safety Shot's current $32.7 million market cap, this suggests Caring Brands could represent a modest portion of the overall business value.

The substantial four-month gap between the April 7th record date and the projected August 9th distribution highlights the complex regulatory hurdles facing this transaction. This timeline is contingent on two critical approvals: SEC effectiveness of Caring Brands' S-1 registration and Nasdaq listing authorization.

Investors should note the explicit contingency language - if either approval fails, "the distribution will not be paid" and "the spin-off transaction will not occur." This introduces meaningful execution risk to the transaction.

The spin-off appears structured as a tax-free distribution to shareholders, though tax implications aren't explicitly addressed. The rounding down of fractional shares rather than a cash-in-lieu arrangement suggests cost-saving measures in the distribution mechanics.

Without clear articulation of strategic rationale or financial details about Caring Brands' operations, it's difficult to assess whether this restructuring will ultimately enhance or diminish shareholder value. The announcement lacks context around how this subsidiary fits within Safety Shot's broader business strategy or what potential operational improvements might result from the separation.

JUPITER, FL, March 28, 2025 (GLOBE NEWSWIRE) -- Safety Shot, Inc. (Nasdaq: SHOT) (the “Company” or “Safety Shot”), today announced that the record date for the spin-off and distribution of shares of common stock, par value $0.0001 per share, (“Caring Brands Common Stock”), of Caring Brands, Inc. (“CABR”), currently a subsidiary of the Company, has been set for April 7, 2025 (the “Record Date”).

Stockholders of the Company and holders of certain warrants issued in the Company’s public offering in July 2021 (the “Warrants”) will receive one share of Caring Brands Common Stock, for every 45 shares of the Company’s common stock held or underlying the Warrants as of the Record Date. Fractional shares of Caring Brands Common Stock will not be distributed. Instead, ClearTrust, LLC the distribution agent, will round down fractional shares of CABR common stock into whole shares.

The distribution is expected to paid on or about August 9, 2025, subject to Caring Brands’ Registration Statement on Form S-1 (Filed No. 333-285964), as amended (the “Registration Statement”), being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), the approval of the listing of the Caring Brands Common Stock on the Nasdaq Capital Market (“Nasdaq”) and the receipt of certain other approvals in connection with the offering. In the event that such Registration Statement is not declared effective or the Caring Brands Common Stock is not approved for listing, the distribution will not be paid on such date and the spin-off transaction will not occur. The Company anticipates that the Caring Brands Common Stock will begin trading on Nasdaq on or about April 11, 2025.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale of any security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to consummation of the spin-off transaction. The Registration Statement relating to shares of Caring Brands Common Stock has been filed with the SEC but has not yet become effective. These shares of Caring Brands Common Stock may not be sold nor may offers to acquire be accepted prior to the time the Registration Statement becomes effect. When available, a prospectus may be obtained from the Company or by visiting the website maintained by the SEC at www.sec.gov.

About Safety Shot, Inc.

Safety Shot, Inc., a wellness and dietary supplement company, has developed Sure Shot, the first patented wellness product on Earth that lowers blood alcohol content by supporting its metabolism, while boosting clarity, energy, and overall mood. Sure Shot is available for purchase online at www.sureshot.com, www.walmart.com and Amazon. The Company is introducing business-to-business sales of Sure Shot to distributors, retailers, restaurants, and bars throughout 2025.

Forward-Looking Statements

This communication contains forward-looking statements regarding Jupiter Wellness, including, the anticipated timing of studies and the results and benefits thereof. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are based on each of the Company’s current plans, objectives, estimates, expectations, and intentions and inherently involve significant risks and uncertainties, many of which are beyond Safety Shot’s’ control, including, without limitation, statements about, among others, our ability to consummate the spin-off transaction or the distribution. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties and other risks and uncertainties affecting Safety Shot, including those described from time to time under the caption “Risk Factors” and elsewhere in Safety Shot’s SEC filings and reports, including Safety Shot’s Annual Report on Form 10-K for the year ended December 31, 2024, and future filings and reports by Safety Shot. Moreover, other risks and uncertainties of which the combined company is not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the expected benefits and costs of the intended spin-off transaction, the expected timing of the completion of the spin-off transaction and the transaction terms. Investors are cautioned that forward-looking statements are not guarantees of future performance. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events at such dates, even if they are subsequently made available by Safety Shot on its website or otherwise. Safety Shot undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations, or other circumstances that exist after the date on which the forward-looking statements were made.

Media Contact
561-244-7100
investors@drinksafetyshot.com

FAQ

What is the distribution ratio for Safety Shot's (SHOT) spin-off of Caring Brands?

Shareholders will receive 1 share of Caring Brands stock for every 45 shares of Safety Shot (SHOT) held as of April 7, 2025.

When will Caring Brands shares begin trading on Nasdaq after SHOT spin-off?

Caring Brands shares are expected to begin trading on Nasdaq around April 11, 2025, subject to regulatory approvals.

What happens to fractional shares in the SHOT spin-off distribution?

Fractional shares will not be distributed. ClearTrust will round down fractional shares into whole shares.

What conditions must be met for Safety Shot's spin-off distribution to occur?

The spin-off requires SEC approval of Form S-1, Nasdaq listing approval for Caring Brands, and other regulatory clearances.