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

Rhea-AI Summary

Safety Shot (NASDAQ: SHOT) has announced the postponement of the record date for its planned spin-off and distribution of Caring Brands, Inc. (CABR) common stock shares. The distribution was originally scheduled for April 7, 2025, with stockholders set to receive one CABR share for every 45 shares of Safety Shot stock held.

The delay is primarily due to Nasdaq's disapproval of the Caring Brands' common stock listing. The distribution, initially planned for August 9, 2025, was contingent on several factors, including SEC effectiveness of the Registration Statement (File No. 333-285964), Nasdaq listing approval, and other regulatory approvals. The company will proceed with the distribution once Nasdaq approval is secured.

Positive

• Company maintains commitment to complete the spin-off transaction

Negative

• Nasdaq rejected Caring Brands' listing application, causing distribution delay
• Spin-off timeline uncertainty due to pending regulatory approvals

Insights

Corporate Financial Analyst

NASDAQ's rejection of Caring Brands' listing application creates significant uncertainty for Safety Shot's planned spin-off, with no clear resolution timeline.

Safety Shot's announcement represents a material setback to their planned corporate restructuring. The postponement stems directly from NASDAQ's denial of approval for listing Caring Brands' common stock, which is concerning since regulatory approval represents a fundamental prerequisite for completing the transaction.

The spin-off would distribute 1 share of Caring Brands for every 45 shares of Safety Shot held. What's particularly troubling is the complete absence of a revised timeline or specific remediation plan to address NASDAQ's concerns. For a micro-cap company with only $34 million market capitalization, this regulatory hurdle introduces substantial uncertainty.

NASDAQ listing requirements typically focus on financial metrics, governance standards, and compliance issues. While the announcement doesn't specify the exact rejection reasons, the inability to meet these standards creates questions about Caring Brands' fundamental readiness to operate as a standalone public entity.

This indefinite postponement leaves shareholders in limbo regarding the ultimate execution of this corporate action. The company's vague statement about continuing "the process of listing Caring Brands once approval is granted" provides little concrete guidance on resolution timeframe or specific steps being taken to address regulatory concerns.

The failure to secure this critical regulatory approval suggests potential underlying issues that weren't previously disclosed to investors and raises questions about management's preparation and due diligence in planning this strategic initiative.

JUPITER, FL, April 18, 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 postponed from the date set for April 7, 2025 (the “ Original 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 a new Record Date to be announced. 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 was 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. On March 28, 2025, the Company had announced that 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. Since Nasdaq did not approve the listing of the Caring Brands’ common stock, the distribution will not occur until such approval is granted. The Company expects to continue the process of listing Caring Brands once approval is granted at which time it will affect the distribution.

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 effective and when listing is obtained.. 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 new distribution ratio for Safety Shot's (SHOT) spin-off of Caring Brands shares?

Shareholders will receive 1 share of Caring Brands common stock for every 45 shares of Safety Shot stock held.

Why was Safety Shot's (SHOT) Caring Brands spin-off distribution postponed from April 7, 2025?

The distribution was postponed because Nasdaq did not approve the listing of Caring Brands' common stock.

When will Safety Shot (SHOT) complete the Caring Brands spin-off distribution?

The distribution will occur once Nasdaq approval for Caring Brands' listing is granted. No specific date has been announced.

How will fractional shares be handled in Safety Shot's (SHOT) Caring Brands distribution?

ClearTrust, will round down fractional shares of CABR common stock into whole shares.