United States securities and exchange commission logo
January 19, 2024
Brian S. John
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re: Safety Shot, Inc.
Post-Effective
Amendment No. 4 on Form S-1
Filed January 12,
2024
File No. 333-258005
Dear Brian S. John:
We have conducted a limited review of the post-effective
amendment to your registration
statement and have the following comments.
Please respond to this letter by filing a post-effective
amendment and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment and the information you provide
in response to this
letter, we may have additional comments.
Post-Effective Amendment No. 4 to Form S-1
Prospectus Summary, page 4
1. We note your revised
disclosure and response to comment 3 and reissue the comment.
Please revise the
statement on page 4 that your brand is synonymous with standards of
excellence to provide
the basis, to the extent material, for your belief. The basis for these
statements and the
brand to which you refer is unclear where the company purchased the
Safety Shot beverage
from GBB Drink Lab in August 2023, thereafter adopted the Safety
Shot name, and did not
launch commercial sales of Safety Shot until December 2023.
Management's Discussion And Analysis Of Financial Condition And Results
Of Operations
Liquidity and Capital Resources, page 42
2. We note your revised
disclosure in response to comment 4 and reissue the
comment. Please revise
to identify any known trends or any known demands,
commitments, events or
uncertainties that will result in or that are reasonably likely to
Brian S. John
FirstName
Safety Shot,LastNameBrian S. John
Inc.
Comapany
January 19,NameSafety
2024 Shot, Inc.
January
Page 2 19, 2024 Page 2
FirstName LastName
result in your liquidity increasing or decreasing in any material way.
If a material
deficiency is identified, indicate the course of action that you have
taken or propose to
take to remedy the deficiency, as required by Item 303(b)(1) of
Regulation S-K.
3. We note your revised disclosure in response to comment 5. Please
revise this section to
clarify for what products you experienced reduced sales and what
inventory was written
off as discontinued or expired. In addition, please revise the last
paragraph of page 3 of
the summary, where you discuss how you generate your revenue, to
clarify for to which
products you refer and whether those statements are aspirational given
the status of the
launch of Safety Shot. In addition, it appears you should revise the
disclosure on page 3
to balance the information with that included in this section,
including your reduced
revenue and sales related to reduced consumer demand and the costs of
writing off
discontinued and expired inventory.
General
4. We note your revised disclosure and response to comment 11 and reissue
the
comment. Please revise your disclosure to discuss the current status
of development and
commercialization of each of your products, including but not limited
to: Safety Shot, SS-
100, Photocil, JW-700, JW-500, and NoStingz. For example, please
discuss where each
product is offered and also disclose any plans, including timelines,
to sell your products in
the U.S. In this regard, please also note:
Your disclosure still contains statements of safety and
efficacy for products that have
not been approved by the FDA or similar foreign regulators. For
example, on page 5,
you continue to describe "extensive research and experimentation"
and your
"findings" and what the product "has demonstrated". On page 42,
you state that
independent tests validate Safety Shot's ability to reduce
alcohol in the
bloodstream. We remind you that safety and efficacy are
determinations that are
solely within the authority of the FDA or similar foreign
regulators. As such, please
revise your disclosure to remove any statements of safety and
efficacy for any
products that have not been approved by the FDA or similar
foreign regulators.
5. We note your revised disclosure and response to comment 12 and reissue
the comment.
Please revise your disclosure to discuss the regulatory approvals of
each of your products,
including but not limited to: Safety Shot, SS-100, Photocil, JW-700,
JW-500, and
NoStingz. For example, please discuss whether you require, have
applied for, and/or have
received any regulatory approvals, both in the U.S. or
internationally, in connection with
each of these products. To the extent that your products do not
require regulatory
approvals, please note that in your disclosure, including an
explanation as to why they do
not require regulatory approval. In addition:
Please disclose the timing of your current plans to file an IND
application with the
FDA for the modified version of Safety Shot, SS-100. Please also
generally advise on
the status of development of SS-100.
Brian S. John
Safety Shot, Inc.
January 19, 2024
Page 3
For the prospective study currently disclosed on page 44, clarify
the significance, if
any, of approval of the study by the Institutional Review Board.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date.
Please contact Juan Grana at 202-551-6034 or Abby Adams at 202-551-6902
with any
other questions.
Sincerely,
FirstName LastNameBrian S. John Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameSafety Shot, Inc.
Services
January 19, 2024 Page 3
cc: Arthur S. Marcus, Esq.
FirstName LastName