Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-267644
PROSPECTUS
SUPPLEMENT
(To
the Prospectus Dated November 9, 2022)
Safety
Shot, Inc.
743,716
shares of Common Stock
We
are offering 743,716 shares of Common Stock, no par value per share (the “Common Stocks”). The shares of Common Stock
will be sold at a negotiated price of $0.67 pursuant to this prospectus supplement, the accompanying prospectus and a securities
purchase agreement.
The
shares of Common Stock are being offered directly to investors without a placement agent or underwriter. We are not paying placement
agent fees or underwriting discounts in connection with the offering.
Our
Common Stocks are listed for trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SHOT”. The closing
price of our Common Stocks on November 25, 2024, as reported by Nasdaq, was $0.85 per share.
As
of November 25, 2024, the aggregate market value of our outstanding Common Stocks held by non-affiliates was approximately $64,239,227
based on 49,797,850 shares of Common Stock held by non-affiliates on such date and based on the last reported sale price of
our Common Stocks on Nasdaq on October 10, 2024, (a date that will be within 60 days of the date of this prospectus supplement)
of $1.29 per share. In no event will we sell securities pursuant to a Registration Statement on Form S-3 in a public primary offering
with value exceeding more than one-third of our public float in any 12-month calendar period so long as our public float remains below
$75 million and General Instruction I.B.6 of Registration Statement on Form S-3 continues to apply to us. As of the date of this prospectus
supplement, we have sold $0 of securities pursuant to General Instruction I.B.6 of Registration Statement on Form S-3 during the
prior 12-month calendar period that ends on, and includes, the date of this prospectus supplement (but excluding this offering).
Investing
in our Common Stocks involves a high degree of risk, including that the trading price of our Common Stocks has been subject to volatility
and investors in this offering may not be able to sell their Common Stocks above the actual offering price or at all. Before making an
investment decision, please read the information under the heading “Risk Factors” beginning on page S-7 of this prospectus
supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE OR CANADIAN SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED
OF THE SECURITIES OFFERED HEREBY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
Aggregate
gross proceeds from this offering will be approximately $500,000. See “Plan of Distribution” beginning on page S-10 of this
prospectus supplement for more information regarding fees and expenses of this offering.
Delivery
of the shares of Common Stock offered hereby is expected to be made on or about November 27, 2024, subject to the satisfaction
of certain closing conditions.
Prospectus
Supplement dated November 27, 2024.
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
General
Advisory
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also
adds to, and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein.
The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally,
when we refer to this prospectus, we are referring to this prospectus supplement and the accompanying prospectus combined. To the extent
there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying
prospectus or any document incorporated by reference herein or therein filed prior to the date of this prospectus supplement, you should
rely on the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with
a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the
statement in the document having the later date modifies or supersedes the earlier statement.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date specified in the relevant
agreement. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current
state of our affairs.
You
should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this prospectus supplement, the accompanying prospectus, and the documents incorporated by
reference herein and therein, is accurate only as of the date of those respective documents. Our business, financial condition, results
of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus,
and the documents incorporated by reference herein and therein, in their entirety before making an investment decision. You should also
read and consider the additional information in the documents to which we have referred you in the sections of this prospectus supplement
and in the accompanying prospectus entitled “Where You Can Find More Information” and “Incorporation of Information
by Reference.”
We
are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The distribution
of this prospectus supplement and the accompanying prospectus and the offering of securities in certain jurisdictions may be restricted
by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must
inform themselves about, and observe any restrictions relating to, the offering of securities and the distribution of this prospectus
supplement and the accompanying prospectus outside the United States. This prospectus supplement is not offering for sale any securities
in Canada. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer
to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by
any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
This
prospectus supplement and the accompanying prospectus contains references to our trademarks and to trademarks belonging to other entities.
Solely for convenience, trademarks and trade names referred to in this prospectus supplement and the accompanying prospectus, including
logos, artwork and other visual displays, may appear without the® or TM symbols, but such references are not intended
to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.
We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement
or sponsorship of us by, any other companies.
Interpretation
Unless
the context otherwise indicates, the terms “us,” “we,” “our,” “Safety Shot” and the “Company”
refer to Safety Shot, Inc. and our subsidiaries. Unless stated otherwise or as the context otherwise requires, all references to dollar
amounts in this prospectus and any prospectus supplement are references to United States dollars. References to “$”, “US$”
or “USD” are to United States dollars.
Market
and Industry Data
Unless
otherwise indicated, information contained in this prospectus supplement, the accompanying prospectus or in documents incorporated by
reference the prospectus supplement or the accompanying prospectus concerning the Company’s industry and the markets in which it
operates or seeks to operate is based on information from third party sources, industry reports and publications, websites and other
publicly available information, and management studies and estimates. Unless otherwise indicated, the Company’s estimates are derived
from publicly available information released by third party sources as well as data from the Company’s own internal research, and
include assumptions which the Company believes to be reasonable based on management’s knowledge of the Company’s industry
and markets. The Company’s internal research and assumptions have not been verified by any independent source, and the Company
has not independently verified any third-party information. While the Company believes that such third-party information to be generally
reliable, such information and estimates are inherently imprecise. In addition, projections, assumptions and estimates of the Company’s
future performance or the future performance of the industry and markets in which the Company operates are necessarily subject to a high
degree of uncertainty and risk due to a variety of factors, including those described in this prospectus supplement, in our most recently
filed Annual Report on Form 10-K under “Risk Factors”.
Presentation
of Financial Information
The
financial statements of the Company incorporated by reference in this prospectus supplement are presented in United States dollars and
have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards
Board, which we refer to as IFRS. Certain calculations included in tables and other figures in this prospectus supplement have been rounded
for clarity of presentation.
The
financing statements incorporated by reference herein have been prepared assuming that the Company will continue as a going concern.
The Company has incurred recurring losses and negative cash flows from operating activities since inception, such that as of September
30, 2024, the Company had accumulated losses of $101,558,757 and a net loss in the amount of $35,878,042 for the nine
months ended September 30, 2024. As of the date of the issuance of these financial statements, the Company has not yet commenced
generating sufficient revenues to fund its operations, and therefore depends on fundraising from new and existing investors to finance
its activities.
Considering
the above, the Company’s dependency on external funding for its operations raises a substantial doubt about the Company’s
ability to continue as a going concern. The condensed consolidated interim consolidated financial statements for the nine months
ended September 30, 2024, incorporated by reference herein, do not include any adjustments that might result from the outcome of these
uncertainties.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements in this prospectus and in any prospectus supplement we may file constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. These statements relate to future events concerning our business and to our potential
revenues, operating results, and financial condition. In some cases, you can identify forward-looking statements by terminology such
as “may”, “will”, “could”, “would”, “should”, “expect”, “plan”,
“anticipate”, “intend”, “believe”, “estimate”, “forecast”, “predict”,
“propose”, “potential”, or “continue” or the negative of those terms or other comparable terminology.
Any
forward-looking statements contained in this prospectus supplement or any prospectus supplement are only estimates or predictions of
future events based on information currently available to our management and management’s current beliefs about the potential outcome
of future events. Whether these future events will occur as management anticipates, whether we will achieve our business objectives,
and whether our potential revenues, operating results, or financial condition will improve in future periods are subject to numerous
risks. There are a number of important factors that could cause actual results to differ materially from the results anticipated by these
forward-looking statements. These important factors include those that we discuss under the heading “Risk Factors” and in
other sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as in our other reports filed from
time to time with the SEC that are incorporated by reference into this prospectus. You should read these factors and the other cautionary
statements made in this prospectus and in the documents we incorporate by reference into this prospectus as being applicable to all related
forward-looking statements wherever they appear in this prospectus or the documents we incorporate by reference into this prospectus.
Our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or
implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as
a result of new information, future events or otherwise, except as required by law.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated by reference
in this prospectus supplement. This summary is not complete and does not contain all of the information that you should consider before
deciding whether to invest in our Common Stocks. For a more complete understanding of our company and this offering, we encourage you
to read and consider carefully the more detailed information in this prospectus supplement and the accompanying prospectus, including
the information included under the heading “Risk Factors” in this prospectus supplement beginning on page S-7, the information
included under the heading “Risk Factors” in the accompanying prospectus beginning on page 14, and the information incorporated
by reference in this prospectus supplement and the accompanying prospectus, which is described under “Where You Can Find More Information”
and “Incorporation of Information by Reference.”
Company
Overview
Safety
Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023, the Company successfully completed the asset purchase
of the Safety Shot Dietary Supplement from GBB Drink Lab, Inc. (“GBB”), thereby gaining ownership of various assets, including
the intellectual property, 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 Shot Dietary Supplement in December 2023. On October 9, 2024, the Company renamed
the Safety Shot Dietary Supplement as the “Sure Shot Dietary Supplement”
The
Sure Shot Dietary Supplement has been formulated to reduce the accumulation of blood alcohol. Noteworthy is the fact that the Sure Shot
Dietary Supplement 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 intentionally added to food is a dietary
supplement, that is subject to premarket review and approval by the FDA, unless the substance is generally 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.
It’s
crucial to note that the Sure Shot Dietary Supplement is currently manufactured in a facility adhering to Good Manufacturing Practices
(GMP), ensuring the highest standards of quality and safety throughout its production process. The Company currently maintains a workforce
comprising eight full-time employees of its own.
Specializing
in Consumer Packaged Goods, our focus centers on the commercialization of a 12-ounce product positioned as a dietary supplement. Beyond
our existing product, we are actively pursuing a future product line, including a convenient powdered stick pack version and a 4-ounce
version of the Sure Shot Dietary Supplement.
The
Company has discontinued the historical product lines of Jupiter Wellness which included a diverse range of products, such as hair loss
treatments, vitiligo solutions, and sexual wellness products, that catered to different health and wellness needs and our commitment
to supporting health and wellness by developing innovative solutions to a range of conditions. In connection therewith, on September
24, 2024 the Company entered into a Separation and Exchange Agreement with its subsidiary Caring Brands, Inc. whereby Caring Brands will
seek to commercialize this product line. Caring Brands will be responsible for all costs associated with the operation of that line of
business. The Company will focus its efforts on the commercialization of the Sure Shot Dietary 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”) with SRM Entertainment, Inc. (“SRM”)
to govern 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 of SRM and the
Company. The separation as set forth in the Amended and Restated Exchange Agreement with the Company closed August 14, 2023. Pursuant
to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing
79.3% of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary 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 sold 1,250,000 shares of its common stock at a price of $5.00 per share.
In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the
Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective
date of the Registration Statement but prior to the closing of the IPO. Following such distribution, the Company owns 4.0 million of
the 9,450,000 shares of common stock outstanding 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 committed to advancing our vision of
health and wellness. Our team includes individuals with scientific backgrounds, an experienced researcher, product developers, and business
experts who collaborate to create new products and enhance existing ones. We also seek to partner with industry leaders and organizations
to gain access to the latest technologies and expand our reach.
The
Sure Shot Dietary Supplement is currently sold through e-commerce and in stores such as BevMo!. In addition, we are seeking to collaborate
with other companies to license our intellectual property, to create additional revenue streams and expand our global presence. At present,
we do not experience concentration risk or dependence on major customers.
We
maintain a diverse network of raw material suppliers integral to our production processes. Acquisition strategies encompass both direct
procurement and collaborative efforts with our co-packers. The selection of suppliers is contingent upon various factors, including ingredient
specificity, availability, and other essential considerations. Notably, these suppliers coincide with those currently providing materials
to other facilities engaged in the manufacturing of drinks, powders, tablets, and capsules. Our roster of suppliers comprises reputable
entities such as Jiaherb, Compound Solutions, Kyowa-Hakko, Mitsubishi Ingredients, Nura, Sensapure Flavors, Brenntag, E3 Ingredients,
Ingredients Online, among others. This strategic alliance with established industry players underscores our commitment to sourcing high-quality
raw materials essential for the production of our innovative product line. Furthermore, our approach to supplier 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 future developments. The Management believes that as we continue to expand our product
portfolio, we believe that these partnerships with trusted suppliers play a pivotal role in upholding the standards that we expect of
our brand.
Products
Roadmap
The
Sure Shot Dietary Supplement was launched on our own website and through Amazon in December 2023 and with several Big Box stores. The
Company is advancing several product formats and formulations to continue to offer a wide array of products that can be purchased at
various locations that coincide with consumer shopping habits. In particular, the Company plans to continue to develop new flavors for
each of its current SKUs (12oz., 4 oz. and “Stick Pack”. In addition, the current formula will be offered at various dosages
and the Company plans to conduct additional research studies as follows: assessing varying dosages of the Sure Shot Dietary Supplement
against body weight, gender and age, examining several current and proposed ingredients with respect to their specific role in reducing
BAC and how they affect the enzymatic activity associated with the metabolism of alcohol, and finally, examining additional markers with
respect to improving post-alcohol consumption symptoms and feelings.
The
Company intends to perform the additional research studies in Q2 and Q3 of 2025. The Company will continue to sponsor the studies and
intends to work with the Center for Applied Health Sciences (“CAHS”) in Canfield, OH. The participants will be selected based
upon the parameters of the individual studies and the Company will follow the 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 improving and enhancing 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 the influence of alcohol.
Our findings indicate that the Sure Shot Dietary Supplement can reduce a person’s Blood Alcohol Content, as measured by the premier
Breathalyzer on the market. We have recently completed our clinical trials of the Sure Shot Dietary Supplement which have shown a statistically
significant reduction in the Blood Alcohol Content (“BAC”) of the participants. The observable 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 Company and consisted of 36 participants with a mean age of 36.3 years that were
selected through advertising of the study. The Company did not inquire about the participants typical level of alcohol consumption but
each participant had to qualify based upon a complete medical history questionnaire, release from physicians and submitting to a standard
bloodwork panel. Each participant consumed exactly 100 mL of alcohol and the BAC of the participants ranged from 0.047 % to 0.068 %.
The participants were not employees of the Company nor affiliated with the Company in any way. The clinical trials were a double-blind,
randomized, placebo-controlled study that found that within 30 minutes of the consumption of the Sure Shot Dietary Supplement, the monitored
participants saw a statistically significant drop of p=.002 in BAC and continued to see measurable drops in successive 30-minute increments.
The results were measured by using a DOT-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. In addition, cognitive responses were measured using the Visual Analogue Scale (“VAS”) and physical
function assessed at the same intervals as the blood draws and breathalyzer assessments to correlate to function. The VAS consisted of
a 10 cm, straight line with end points that measured from low-to-high for a number of physical feelings and sensations. The participants
were asked to mark a point on the line that corresponded with their experience. The distance from the end to the point marked by the
participant was then measured in millimeters to quantify their level of sensation. On each visit, participants were asked to perform
the VAS tests and the VAS 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 heart rate at various intervals. The key assumptions in the study were that the participants would demonstrate a marked decrease
in BAC following the consumption of the Sure Shot Dietary Supplement versus that of the placebo. In addition, the study assumed that
the participants would feel better and demonstrate marked improvement in cognitive skills and physical function following the consumption
of the Sure Shot Dietary Supplement versus that of the placebo. The Company had previously observed in our numerous, pre-clinical tests
that participants who consumed significant amounts of alcohol (more than two drinks) experienced marked and rapid reductions in their
BAC when measured by BACTrack S80 breathalyzers after consumption of the Sure Shot Dietary Supplement. In addition, the Company observed
in the pre-clinical tests that the participants showed significant improvement in motor function and reduction in slurred speech and
other markers 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 prove our hypothesis. There were five adverse events amongst the participants in the study.
Four of the adverse events were associated with 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 perfect the Sure Shot Dietary Supplement.
These informal, pre-clinical tests included friends, family and other volunteers who consumed alcohol at varying levels and then were
tested prior to the consumption of the Sure Shot Dietary Supplement. The pre-clinical tests were neither peer reviewed nor were the subjects
screened prior to their participation. In addition, the VAS was not used nor were there any 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 the consumption of various amounts of alcohol and prior to the consumption of the Sure Shot Dietary Supplement
and then at 30 minutes, 45 minutes and one-hour intervals after consumption of the Sure Shot Dietary Supplement so we could assess the
efficacy of the Company’s R&D efforts at that point in time. The Company also observed motor function skills such as walking,
balancing and speech at the same intervals following the consumption of 12 ounces of the Sure Shot Dietary Supplement. The Company defined
and noted the significant improvement in each area by observing participants’ walk and whether a participant’s gait was unsteady,
or whether their balance was off while standing and whether their speech was clear or slurred. The Company incurred research and development
expenses of $100,591 and $1,637,117 for the years ended December 31, 2022, and 2023, respectively.
Sales
and Marketing
We
primarily sell our products through e-commerce websites including Amazon and through retail stores such as BevMo!. To drive loyalty,
word-of-mouth marketing, and sustainable growth, we invest in customer experience and customer relationship management. Our marketing
investments are directed towards driving profitable growth through advertising, public relations, and brand promotion activities, including
digital platforms, sponsorships, collaborations, brand activations, and channel marketing. Additionally, we continue to invest in our
marketing and brand development efforts by investing capital expenditures on product displays to support our channel marketing via our
retail partners. We launched the Sure Shot Dietary Supplement in stores such as BevMo! in the second quarter of 2024.
Manufacturing,
Logistics and Fulfillment
We
outsource the manufacturing of our products to contract manufacturers, who produce them according to our formulation specifications.
Our products are manufactured by contract manufacturers in India and the US. The majority of our products will then be shipped to third-party
warehouses and to our corporate offices, which can either transport them to our distributors, retailers, or directly to our customers.
Our third-party warehouses are located in the US. We use a limited number of logistics providers to deliver our products to both distributors
and retailers, which allows us to lessen order fulfillment time, cut shipping costs, and improve inventory flexibility.
Our
Competitive Strengths
We
are committed to driving continuous improvement through innovation. Since our inception, we have made significant investments in research
and development and have acquired a substantial portfolio of intellectual property, which continues to grow each year. Our commitment
to innovation has allowed us to create unique products that address unmet needs in the market, all backed by rigorous clinical research.
We believe that our focus on research and development is designed to enable us to stay ahead of the curve and provide our customers with
products that are not only effective but also innovative. We take pride in our patent portfolio and the continuous growth we have achieved,
as we believe that it showcases our dedication to creating new and unique solutions for our customers. By staying committed to innovation,
we are confident in our ability to meet the ever-changing needs of the health and wellness market. We believe that the Sure Shot Dietary
Supplement stands as a unique product in the liquid dietary supplement market. Nevertheless, our competitive landscape includes many
companies involved in the production of health and welfare products, including beverages.
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) for the composition
of the Sure Shot Dietary Supplement used for minimizing the harmful effects associated with alcohol consumption by supporting the metabolism
of alcohol. US 9,186,350 B2 (the “350 Patent”), relates to an early version of the Sure Shot Dietary Supplement and is owned
by the Company. The 350 Patent is a utility patent that covers the United States jurisdiction and expired on December 25, 2023. US 10,028,991
B2 (the “991 Patent”) is a continuation of the 350 Patent and relates to the Sure Shot Dietary Supplement and is owned by
the Company. The 991 Patent is a utility patent that covers the United States jurisdiction and expires on November 5, 2035. In and around
September of 2024, the Company received a Notice of Allowance for a new patent U.S. Patent Application No. 18/395,565 that relates to
current version of the Sure Shot Dietary Supplement. This patent will be a utility patent and cover the United States jurisdiction. The
Company owns three additional patents that relate to legacy products that the Company neither currently sells nor has any plans to sell
in the future.
Government
Regulation
The
Sure Shot 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 Occupational
Safety and Health Act and various state laws and regulations governing workplace health and safety; various environmental statutes; the
Safe Drinking Water and Toxic Enforcement Act of 1986 (“California Proposition 65”); data privacy and personal data protection
laws and regulations, including the California Consumer Privacy Act of 2018 (as modified by the California Privacy Rights 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 affected by other existing, proposed and potential future regulations or regulatory actions, including those
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 the federal, state, municipal and supranational level in respect
of each of the subject areas discussed below. Public health officials and health advocates are increasingly focused on the public health
consequences associated with obesity and alcohol consumption, especially as they may affect children, and are seeking 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 (including promotional campaigns)
of our products. In California, we are subject to California Proposition 65, a law which requires that a specified warning be provided
before exposing California consumers to any product that contains in excess of threshold amounts of a substance listed by California
as having been found to cause cancer or reproductive toxicity. California Proposition 65 does not require a warning if the manufacturer
of a product can demonstrate that the use of the product in question exposes consumers to an average daily quantity of a listed substance
that is below that threshold amount, which is determined either by scientific criteria set forth in applicable regulations or via a “safe
harbor” threshold that may be established by the state, or the substance is naturally occurring, or is subject to another applicable
exception. As of the date of this registration statement, we are not required to put a warning label on our product and our products
are perfluoroalkyl and polyfluoroalkyl substances (“PFAS”) free. We are unable to predict whether a component found in our
product might be added to the California list in the future. Furthermore, we are also unable to predict when or whether the increasing
sensitivity of detection methodology may become applicable under this law and related regulations as they currently exist, or as they
may be amended. If we are required to add warning labels to any of our products 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 our products
in those locations or elsewhere. In addition, there has been increasing regulatory activity globally regarding constituents in packaging
materials, including PFAS. Regardless of whether perceived health consequences of these constituents are justified, such regulatory activity
could result in additional government regulations 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 and
nutrition labeling on food and beverage products, including a requirement to disclose the amount of added sugars in such products and
regulations about whether a product qualifies as a drug. Further, the U.S. Department of Agriculture promulgated regulations requiring
that, by January 1, 2022, the labels of certain bioengineered foods include a disclosure that the food is bioengineered. These regulations
may impact, 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 FDA standards, permitting
their inclusion in supplements. In the event that the FDA or any governmental agency identifies an ingredient or 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 to note that the Sure Shot Dietary Supplement
is classified as a dietary supplement, exempt from the approval or filing requirements mandated 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 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 five years with one renewal option
for an additional three years. As part of the Separation Agreement, Caring Brands, Inc. has agreed to assume to lease obligations upon
it reaching certain milestones.
THE
OFFERING
| Securities
offered by us |
|
743,716 shares of Common Stock. |
| |
|
|
| Offering
price per Common Stock |
|
$0.67
per Common Stock. |
| |
|
|
| Common
Stocks outstanding as of November 21, 2024 before this offering |
|
61,191,357 shares
of Common Stock.(1) |
| |
|
|
| Common
Stocks to be outstanding immediately after this offering |
|
61,896,824 shares
of Common Stock.(1) |
| |
|
|
| Use
of Proceeds |
|
We
estimate that our net proceeds from this offering will be approximately $473,970, however, we are unable to predict the timing
or amount of potential warrant exercises. All of such proceeds will be used for research and development studies and the patent and
legal costs associated thereto, and for general working capital purposes. See “Use of Proceeds.” |
| |
|
|
| Risk
Factors |
|
An
investment in our Common Stocks involves a high degree of risk. See “Risk Factors” beginning on page S-7 for a discussion
of some of the factors you should carefully consider before deciding to invest in our Common Stocks. |
| |
|
|
| Nasdaq
Capital Market symbol for the shares of Common Stock |
|
Our
Common Stocks currently trade on Nasdaq under the symbol “SHOT.” |
The number
of shares of our common stock to be outstanding after this offering is based on approximately 61,191,357 shares of our common stock outstanding
as of November 21, 2024 and does not include any options, warrants or other convertible securities
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider any risk factors
set forth in the applicable prospectus supplement and the documents incorporated by reference in this prospectus, including the factors
discussed under the heading “Risk Factors” in our (i) most recent Form 10-K for the year ended December 31, 2023, as filed
with the SEC on April 01, 2024 ; (ii) most recent quarterly report on Form 10-Q for the nine months ended September 30,
2024, as filed with the SEC on November 14, 2024 and (ii) the Registration Statement on Form POS-AM, filed with SEC on February
09, 2024, as updated by our subsequent annual, quarterly and other reports and documents that are incorporated by reference into this
prospectus. See “Where You Can Find More Information” and “Information We Incorporate By Reference.” Each of
the risks described in these documents could materially and adversely affect our business, financial condition, results of operations
and prospects, and could result in a partial or complete loss of your investment. Additional risks and uncertainties not presently known
to us, or that we currently deem immaterial, may also adversely affect our business. In addition, past financial performance may not
be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
USE
OF PROCEEDS
The
net proceeds to us, after deducting estimated fees and expenses of the offering, will be approximately $473,970. As of the date
of this prospectus supplement, we cannot specify with certainty all of the particular uses of the proceeds from this offering. Accordingly,
we will retain broad discretion over the use of such proceeds. There may be circumstances where, for sound business reasons, a re-allocation
of funds may be necessary or advisable. The actual amount that we spend in connection with each of the intended uses of proceeds may
vary significantly from the amounts specified above. If we do not invest or apply the proceeds of this offering in ways that improve
our operating results, we may fail to achieve expected financial results, which could cause our share price to decline.
DILUTION
If
you invest in this offering, your ownership interest will be diluted immediately to the extent of the difference between the offering
price per Common Stock and the pro forma as adjusted net tangible book value per Common Stock immediately after this offering.
Our
net tangible book value is determined by dividing our total tangible assets, less total liabilities, by the number of our Common Stocks
outstanding as of September 30, 2024. Our net tangible book value as of September 30, 2024, was $6,378,488, or $0.11 per
Common Stock. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers
of Common Stocks in this offering and the net tangible book value per share of our Common Stock immediately after this offering.
After
giving effect to the sale of the shares of Common Stock in this offering at a public offering price of $0.67 per Common Stock,
after deducting estimated offering expenses, after deducting estimated offering expenses, our pro forma as adjusted net tangible book
value as of September 30, 2024, would have been approximately $6,852,458, or approximately $0.11 per Common Stock. This
represents an immediate increase in net tangible book value of approximately $0.00 per Common Stock to our existing security holders
and an immediate dilution in as adjusted net tangible book value of approximately $0.56 per share to purchasers of our Common
Stocks in this offering, as illustrated by the following table:
| Offering price per share | |
$ | 0.67 | |
| Net tangible book value per share as of September 30, 2024 | |
$ | 0.11 | |
| Pro forma net tangible book value per share as of September 30, 2024 | |
$ | 0.11 | |
| Increase in net tangible book value per share attributable to this offering | |
$ | 0.00 | |
| Pro forma as adjusted net tangible book value per share as of September 30,
2024, after giving effect to this offering | |
$ | 0.11 | |
| Dilution in as adjusted net tangible book value per share to investors participating in this offering | |
$ | 0.56 | |
The above discussion and table are based on approximately 59,482,554 shares of our common stock outstanding as of
September 30, 2024 and does not include any options, warrants or other convertible securities
To
the extent that options and warrants outstanding as of September 30, 2024, have been or may be exercised or converted or we issue other
shares, investors may experience further dilution. In addition, we may seek to raise additional capital in the future through the sale
of equity or convertible debt securities. To the extent we raise additional capital through the sale of equity or convertible debt securities,
the issuance of such securities could result in further dilution to our shareholders.
CAPITALIZATION
The
following table sets forth our cash and cash equivalents and consolidated capitalization as of September 30, 2024:
| |
● |
On
an actual basis; and |
| |
|
|
| |
● |
On
an as adjusted pro forma basis to give effect to the sale of the shares of Common Stock in this offering at a public offering price
of $0.67 per Common Stock, and after deducting estimated offering expenses. |
The
pro forma as adjusted amounts shown below are unaudited and represent management’s estimate. The information in this table should
be read in conjunction with and is qualified by reference to the financial statements and notes thereto and other financial information
incorporated by reference into this prospectus supplement .
| | |
As of September 30, 2024 | |
| | |
Actual | | |
Pro forma as-adjusted | |
| | |
(U.S.$ in thousands) | |
| Cash and cash equivalents | |
$ | 1,360,401 | | |
$ | 1,834,371 | |
| | |
| | | |
| | |
| Shareholders’ Equity: | |
| | | |
| | |
| Common stock | |
| 59,483 | | |
| 59,530 | |
| Additional paid-in capital | |
| 105,967,868 | | |
| 106,441,791 | |
| Common stock payable | |
| 1,909,894 | | |
| 1,909,894 | |
| Accumulated deficits | |
| (101,558,757 | ) | |
| (101,558,757 | ) |
| Total shareholders’ equity (deficit) | |
| 6,378,488 | | |
| 6,852,458 | |
| | |
| | | |
| | |
| Total capitalization | |
$ | 7,738,889 | | |
$ | 8,686,829 | |
The
above discussion is based on 59,482,554 shares of Common Stock issued and outstanding as of September 30, 2024.
DESCRIPTION
OF SECURITIES WE ARE OFFERING
We
are offering 743,716 shares of Common Stock directly to certain institutional investors pursuant to this prospectus supplement
and the accompanying prospectus. The shares of Common Stock are registered under Section 12 of the Exchange Act and are traded on Nasdaq
under the symbol “SHOT”. The following description of our Common Stocks is a summary of the material terms of such securities.
For more information, we refer you to our Articles, a copy of which was filed as an exhibit to our Annual Report on Form 10-K for the
year ended December 31, 2023.
Authorized
Capital Stock
The
Company is authorized to issue 250,000,000 shares of Common Stock, $0.001 par value (“Common Stock”)
and 100,000 shares of Preferred Shares, $0.001 par value, in one or more series (“Preferred Shares”). As of the
date herein, the Company had no Preferred Shares issued and outstanding.
Common
Stock
Common
stock outstanding
As
of the date herein, there were 61,191,357 shares of our common stock outstanding.
Voting
rights
Subject
to the rights granted to holders of any preferred stock issued by us, each share of common stock entitles the holder to one vote, either
in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively.
Dividend
rights
Subject
to the rights granted to holders of any preferred stock issued by us, holders of common stock are entitled to receive ratably such dividends,
if any, as may be declared by the Board out of funds legally available.
Rights
upon liquidation
Subject
to the rights granted to holders of any preferred stock issued by us, upon our liquidation, dissolution or winding up, the holders of
our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment
of all of our debts and other liabilities.
Other
rights
Holders
of our common stock do not have any pre-emptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions.
Transfer
Agent and Registrar
The
transfer agent and registrar for our Common Stock offered in this Offering is ClearTrust, LLC.
PLAN
OF DISTRIBUTION
Pursuant
to this prospectus supplement and the accompanying prospectus, we are offering 743,716 shares of Common Stocks. The shares of
Common Stock are being sold directly to certain accredited investors pursuant to a securities purchase agreement dated November 25,
2024.
The
shares of Common Stock are being sold at a purchase price of $0.67 per share.
The
shares of Common Stock were offered directly to the investors without a placement agent, underwriter, broker or dealer. These underlying
Common Stocks will be issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions
not involving a public offering.
We
currently anticipate that the closing of the sale of the shares of Common Stock will take place on November 27, 2024.
The
transfer agent and registrar for our Common Stock offered in this Offering is ClearTrust, LLC.
Our
Common Stocks are listed on The Nasdaq Capital Market under the symbol “SHOT.”
LEGAL
MATTERS
Certain
legal matters related to the securities offered by this prospectus will be passed upon on our behalf by The Sichenzia Ross Ference Carmel
LLP. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters,
dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.
EXPERTS
The
consolidated financial statements of the Company as of December 31, 2023 and 2022 incorporated in this prospectus by reference from the
Company’s Annual Report on Form 10-K for the year ended December 31, 2023 have been audited by M&K CPAS, PLLC, an independent
registered public accounting firm, as stated in their report thereon, and have been incorporated by reference in this prospectus and
registration statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the information requirements of the Exchange Act and, accordingly, we file reports with and furnish other information
to the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered
by this prospectus supplement. This prospectus supplement and the accompany prospectus does not contain all of the information contained
in the registration statement that we filed. For further information regarding us and the securities covered by this prospectus supplement
and the accompany prospectus, you may desire to review the full registration statement, including its exhibits. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC, including the registration statement and its exhibits. The SEC’s website address is http://www.sec.gov. We maintain
a website at www.cust2mate.com. Information contained in or accessible through our website does not constitute a part of this prospectus
supplement and the accompany prospectus.
INCORPORATION
OF INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information about us by referring you to another document filed separately with the SEC. The information incorporated by reference is
considered to be a part of this prospectus. This prospectus incorporates by reference the documents and reports listed below (other than
portions of these documents that are either (1) described in paragraph (e) of Item 201 of Regulation S-K or paragraphs (d)(1)-(3) and
(e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) deemed to have been furnished and not filed in accordance with SEC
rules, including Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 (including any financial statements or exhibits relating
thereto furnished pursuant to Item 9.01), unless otherwise indicated therein:
| |
● |
Our
Annual Report on Form 10-K for the year ended December 31, 2023 (our “Annual Report”), filed with the SEC on April 01,
2024. |
| |
|
|
| |
● |
Our
Quarterly Report on Form 10-Q for the three months ended March 30, 2024, and six months ended June 30, 2023 (our “Quarterly
Report”), filed with the SEC on May 15, 2024 and August 18, 2024 respectively. |
| |
|
|
| |
● |
Registration
Statement on POS-AM, filed with SEC on February 09, 2024. |
| |
|
|
| |
● |
Our
Current Reports on Form 8-K, filed with the SEC January
03, 2024, January
05, 2024, January
16, 2024, January
17, 2024, January
19, 2024, February
02, 2024, February
06, 2024, February
14, 2024, February
15, 2024, February
22, 2024, February
27, 2024, February
28, 2024, March
01, 2024, March
04, 2024, March
13, 2024, March
13, 2024, March
18, 2024, March
19, 2024, March
20, 2024, March
28, 2024, April
5, 2024, April
09, 2024, April,
22, 2024, April
26, 2024, May
03, 2024, May
06, 2024, May
13, 2024, May
14, 2024, May
15, 2024, May
30, 2024, June
03, 2024, June
04, 2024, June
05, 2024, June
06, 2024, June
25, 2024, June
26, 2024, June
27, 2024, June
28, 2204, July
08, 2024, July
15, 2024, August
02, 2024, August
05, 2024, August
12, 2024, August
16, 2024, August
28, 2024, August
29, 2024, September
05, 2024, September
06, 2024, September
19, 2024, September
24, 2024, September
26, 2024, September
30, 2024, October
09, 2024 , November 1, 2024, November 6, 2024, November 13, 2024, November 14, 2024 and November 15, 2024. |
| |
|
|
| |
● |
The
description of our Common Stock in our Registration Statement on Form S-1/A filed with the Commission on July 28, 2020, and amended
on October 26, 2020. |
We
also incorporate by reference the information contained in all other documents we will file with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act (other than portions of these documents that are either (1) described in paragraph (e) of Item
201 of Regulation S-K or paragraphs (d)(1)-(3) and (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) deemed to have
been furnished and not filed in accordance with SEC rules, including Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01
(including any financial statements or exhibits relating thereto furnished pursuant to Item 9.01, unless otherwise indicated therein))
after the date of the initial registration statement and prior to the completion
of the offering of all securities covered by this prospectus and any applicable prospectus supplement. The information contained in any
such document will be considered part of this prospectus from the date the document is filed with the SEC.
If
you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the
information incorporated by reference into this prospectus. Any such request should be directed to:
Safety
Shot, Inc.
1061
E. Indiantown Rd., Suite. 110
Jupiter,
FL 33477
(561)
244-7100
You
should rely only on the information contained in, or incorporated by reference into, this prospectus, in any applicable prospectus supplement
or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional
information. The selling stockholder is not offering to sell or soliciting any offer to buy any securities in any jurisdiction where
the offer or sale is not permitted. You should not assume that the information in this prospectus or in any document incorporated by
reference is accurate as of any date other than the date on the front cover of the applicable document.
PROSPECTUS
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Rights
Units
From
time to time, we may offer and sell up to $100,000,000 in aggregate of the securities described in this prospectus separately or together
in any combination, in one or more classes or series, in amounts, at prices and on terms that we will determine at the time of the offering.
This
prospectus provides a general description of the securities we may offer. We may provide specific terms of securities to be offered in
one or more supplements to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a
prospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. You should carefully read
this prospectus and the applicable prospectus supplement, together with any documents incorporated by reference herein, before you invest
in our securities.
Our
common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “JUPW” On September 27, 2022, the last reported
sale price of our common stock was $0.63 per share. The applicable prospectus supplement will contain information, where applicable,
as to the listing of any other securities covered by the prospectus supplement other than our common stock on Nasdaq or any other securities
exchange.
We
will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers,
on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan
of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which
this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment
options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive
from such sale will also be set forth in a prospectus supplement.
As
of September 27, 2022, our public float, which is equal to the aggregate market value of our outstanding voting and non-voting common
stock held by non-affiliates, was approximately $10,823,420, based on 22,095,032 shares of outstanding common stock, of which approximately
17,180,032 shares were held by non-affiliates, and a closing sale price of our common stock of $0.63 on that date. Pursuant to General
Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third
of our public float in any 12-month period so long as our public float remains below $75.0 million.
Investing
in any of our securities involves a high degree of risk. Please read carefully the section entitled “Risk Factors” on page
14 of this prospectus, the “Risk Factors” section contained in the applicable prospectus supplement and the information included
and incorporated by reference in this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is November 9, 2022
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration or continuous offering process. Under this shelf registration process, we may, from time to time,
sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of
$100,000,000.
This
prospectus provides a general description of the securities we may offer. We may provide specific terms of securities to be offered in
one or more supplements to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a
prospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. If the information varies
between this prospectus and the accompanying prospectus supplement, you should rely on the information in the accompanying prospectus
supplement.
Before
purchasing any securities, you should carefully read both this prospectus and any prospectus supplement, together with the additional
information described under the heading “Information We Incorporate by Reference.” You should rely only on the information
contained or incorporated by reference in this prospectus, any prospectus supplement and any free writing prospectus prepared by or on
behalf of us or to which we have referred you. Neither we nor any underwriters have authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the
information contained in this prospectus, any prospectus supplement or any free writing prospectus is accurate only as of the date on
its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated
by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since
those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference
is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to
the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under
the heading “Where You Can Find More Information.”
This
prospectus and any applicable prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities
other than the registered securities to which they relate. We are not making offers to sell common stock or any other securities described
in this prospectus in any jurisdiction in which an offer or solicitation is not authorized or in which we are not qualified to do so
or to anyone to whom it is unlawful to make an offer or solicitation.
Unless
otherwise expressly indicated or the context otherwise requires, we use the terms “Jupiter Wellness, Inc.,” the “Company,”
“we,” “us,” “our” or similar references to refer to Jupiter Wellness, Inc. and its subsidiaries.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed our registration statement on Form S-3 with the SEC under the Securities Act of 1933, as amended, or the Securities Act. We
also file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document
that we file with the SEC, including the registration statement and the exhibits to the registration statement, at the SEC’s Public
Reference Room located at 100 F Street, N.E., Washington D.C. 20549. You may obtain further information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public at the SEC’s web site at
www.sec.gov. These documents may also be accessed on our web site at www.jupiterwellness.com. Information contained on our web site is
not incorporated by reference into this prospectus and you should not consider information contained on our web site to be part of this
prospectus.
This
prospectus and any prospectus supplement are part of a registration statement filed with the SEC and do not contain all of the information
in the registration statement. The full registration statement may be obtained from the SEC or us as indicated above. Other documents
establishing the terms of the offered securities are filed as exhibits to the registration statement or will be filed through an amendment
to our registration statement on Form S-3 or under cover of a Current Report on Form 8-K and incorporated into this prospectus by reference.
INFORMATION
WE INCORPORATE BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered to
be part of this prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into
this document will be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this
document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes
the statement. We incorporate by reference in this prospectus the following information (other than, in each case, documents or information
deemed to have been furnished and not filed in accordance with SEC rules):
| ● |
Our
Annual Report on Form
10-K for the year ended December 31, 2021 (our “Annual Report”), filed with the SEC on March 31, 2022. |
| |
|
| ● |
Our
Quarterly Reports on Form 10-Q for the three months ended March
31, 2022 and June
30, 2022 (our “Quarterly Reports”), filed with the SEC. |
| |
|
| ● |
Our Current Reports on Form 8-K filed with the SEC on April
5, 2022, April
22, 2022, April
27, 2022, May
4, 2022, June
17, 2022, June
27, 2022, June
27, 2022, June
28, 2022, July
5, 2022, July
6, 2022, July
6, 2022, July
26, 2022, July
29, 2022, August
11, 2022, August
16, 2022, August
17, 2022, August
23, 2022, August
24, 2022, August
26, 2022, September 9, 2022, September 15, 2022, September 22, 2022, and September 28, 2022. |
| |
|
| ● |
The
description of our Common Stock in our Registration Statement on Form S-1/A filed with the Commission on July
28, 2020, and amended on October
26, 2020. |
We
also incorporate by reference each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, (i) after the date of this prospectus and prior to effectiveness of this registration
statement on Form S-3 and (ii) on or after the date of this prospectus and prior to the termination of the offerings under this prospectus
and any prospectus supplement. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements. We will not, however, incorporate by reference in this prospectus
any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant
to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after the date of this prospectus unless, and except to the extent, specified
in such Current Reports.
We
will provide to each person, including any beneficial owner, to whom a prospectus (or a notice of registration in lieu thereof) is delivered
a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference
as an exhibit to this prospectus) at no cost, upon a request to us by writing or telephoning us at the following address and telephone
number:
Jupiter
Wellness, Inc.
1061
E. Indiantown Rd., Suite. 110
Jupiter,
FL 33477
(561)
244-7100
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, including the documents incorporated by reference herein, may contain or incorporate “forward-looking statements”
within the meaning of Section 21E of the Securities Exchange Act of 1934. In this context, these forward-looking statements are based
on current expectations, estimates, and projections about Jupiter Wellness, Inc.’s industry, management’s beliefs, and certain
assumptions made by management. Forward-looking statements include our expectations regarding product, services, and maintenance revenue,
annual savings associated with the organizational changes effected in prior years, and short- and long-term cash needs. In some cases,
words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “estimates,”
variations of these words, and similar expressions are intended to identify forward-looking statements. In addition, statements about
the potential effects of the COVID-19 pandemic on the Company’s businesses, results of operations and financial condition may constitute
forward-looking statements. The statements are not guarantees of future performance and are subject to certain risks, uncertainties,
and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in
any forward-looking statements. Risks and uncertainties of our business include those set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, under “Item 1A. Risk Factors” as well as additional
risks in our other filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and
we do not assume any obligation to update any forward-looking statements.
OUR
BUSINESS
Summary
Jupiter
Wellness, Inc. is a cutting-edge developer of cannabidiol (CBD) based medical therapeutics and wellness products. The Company’s
clinical pipeline of prescription CBD-enhanced skin care therapeutics address indications including eczema, burns, herpes cold sores,
and skin cancer. We are in the early stage of manufacturing, distributing, and marketing a diverse line of consumer products infused
with CBD. We have a proprietary, line of products: CaniSun, CaniSkin and CaniDermRX. Under the CaniSun brand, we are marketing patent
pending CBD-infused sun care lotion formulas containing various sun protection factors, or SPFs. In addition, we are exploring the use
of CBD with other prescription and/or over-the-counter, or OTC, consumer products that have potentially therapeutic and medical applications.
Specifically, we are exploring the use of such topical solutions for the treatment of eczema, dermatitis (JW-100), and actinic keratosis
(JW-_100), a non-prescription lotion/lip balm (JW-200) for the treatment of symptoms of cold sores, and a prescription product for the
treatment of burns (JW-101). The CaniDermRX (JW-100) topical solution for the treatment of eczema dermatitis is the lead product candidate
and will be further tested in humans as an investigational cosmetic ingredient followed by clinical trials subject to the regulations
of the United States Food and Drug Administration (“FDA”) under an investigational new drug, or IND, application.
In
February 2021, we announced the results of our novel Cannabidiol-Aspartame combination treatment JW-100 clinical trial which has shown
it significantly Reduces ISGA Score in Eczema patients. A double blinded placebo controlled interventional study was conducted. Subjects
were assigned to apply, at home, one of three treatments: JW-100 (a CBD and aspartame combination topical formulation), a CBD only topical
formulation, or a placebo topical formulation. After 14 days, the average reduction in the Investigators Static Global Assessment (ISGA)
score was calculated for each group. Additionally, the proportion of subjects achieving (ISGA) score 0 (clear) or 1 (almost clear) with
at least 2 grade improvement from baseline was recorded for each arm of the study. 50% of subjects in the JW-100 arm achieved ISGA clear
or almost clear (1 or 2) with at least a 2-grade improvement from baseline after treatment versus 20% and 15% in the CBD-only and placebo
arms, respectively. The percentage of subjects achieving clear or almost clear with at least a 2-grade improvement from baseline was
found to be statistically significant (p=0.028). JW-100, a novel topical formulation containing CBD and aspartame, was shown to significantly
reduce ISGA score in atopic dermatitis patients after two weeks of use. The combination of CBD and aspartame was more effective at reducing
ISGA scores than CBD alone. In parallel, we plan to initiate the development of other products. We originally anticipated developmental
studies to be completed in 2020, however, these studies were delayed due to COVID-19. We are also actively seeking to acquire or license
products in the OTC skin care market that can be infused with CBD and marketed under our CaniSkin and CaniDermRX brand names. There can
be no assurances that we will acquire or enter into such partnership or licensing agreements.
In
November 2021, Jupiter Wellness received an official written response from a Type B pre-Investigational New Drug (IND) meeting with the
U.S. Food and Drug Administration (FDA) for JW-100, a topical drug the treatment of eczema. The main purpose of the pre-IND meeting was
to evaluate the drug development plan for JW-100. Jupiter Wellness believes that the written response from the FDA supports the Company’s
approach and its overall drug development strategy to enable the filing of an IND for its clinical studies on JW-100.
On
November 16, 2021, Jupiter Wellness announced the results of a double-blinded placebo controlled clinical trial on JW-300 showing efficacy
for the treatment of developing burns (sunburn).
The
endocannabinoid system, which is a body system affected by CBD, plays a pivotal role in maintaining a healthy skin through modulating
pain sensation, cell proliferation and inflammation. Our strategy for treatment of skin indications is, therefore, to focus on the use
of CBD containing topical formulations and to explore potential combinations of CBD and other agents that may augment and act synergistically
with CBD. We will explore this strategy by conducting controlled clinical trials to try to ultimately gain FDA approval for specific
indications.
On
November 30, 2020, the Company acquired SRM Entertainment, Limited, a Hong Kong Special Administrative Region of the People’s Republic
of China limited company (“SRM”). SRM has relationships with and supplies the amusement park industry with exclusive products
that are often only available to consumers inside the relevant amusement park, entertainment venues and theme hotels in Orlando Florida,
Beijing China, Japan and other places throughout the worldwide theme park industry.
Organizational
History
Jupiter
Wellness, Inc. was originally incorporated in the State of Delaware on October 24, 2018. Our principal business address is 1061 E. Indiantown
Rd., Suite. 110, Jupiter, FL 33477.
Description
of Business
Company
Overview
Jupiter
Wellness, Inc. is a cutting-edge developer of cannabidiol (CBD) based medical therapeutics and wellness products. The Company’s
clinical pipeline of prescription CBD-enhanced skin care therapeutics address indications including eczema, burns, herpes cold sores,
and skin cancer. We are in the early stage of manufacturing, distributing, and marketing a diverse line of consumer products infused
with CBD. We have a proprietary, line of products: CaniSun, CaniSkin and CaniDermRX. Under the CaniSun brand, we are marketing patent
pending CBD-infused sun care lotion formulas containing various sun protection factors, or SPFs. In addition, we are exploring the use
of CBD with other prescritption and/or over-the-counter, or OTC, consumer products that have potentially therapeutic and medical applications.
Specifically, we are exploring the use of such topical solutions for the treatment of eczema, dermatitis (JW-100), and actinic keratosis
(JW-100), a non-prescription lotion/lip balm (JW-200) for the treatment of symptoms of cold sores, and a prescription product for the
treatment of burns (JW-101). The CaniDermRX (JW-100) topical solution for the treatment of eczema dermatitis is the lead product candidate
and will be further tested in humans as an investigational cosmetic ingredient followed by clinical trials subject to the regulations
of the United States Food and Drug Administration (“FDA”) under an investigational new drug, or IND, application.In February
2021, we announced the results of our novel Cannabidiol-Aspartame combination treatment JW-100 clinical trial which has shown it significantly
Reduces ISGA Score in Eczema patients. A double blinded placebo controlled interventional study was conducted. Subjects were assigned
to apply, at home, one of three treatments: JW-100 (a CBD and aspartame combination topical formulation), a CBD only topical formulation,
or a placebo topical formulation. After 14 days, the average reduction in the Investigators Static Global Assessment (ISGA) score was
calculated for each group. Additionally, the proportion of subjects achieving (ISGA) score 0 (clear) or 1 (almost clear) with at least
2 grade improvement from baseline was recorded for each arm of the study. 50% of subjects in the JW-100 arm achieved ISGA clear or almost
clear (1 or 2) with at least a 2-grade improvement from baseline after treatment versus 20% and 15% in the CBD-only and placebo arms,
respectively. The percentage of subjects achieving clear or almost clear with at least a 2-grade improvement from baseline was found
to be statistically significant (p=0.028). JW-100, a novel topical formulation containing CBD and aspartame, was shown to significantly
reduce ISGA score in atopic dermatitis patients after two weeks of use. The combination of CBD and aspartame was more effective at reducing
ISGA scores than CBD alone.
In
parallel, we plan to initiate the development of other products. We originally anticipated developmental studies to be completed in 2020,
however, these studies were delayed due to COVID-19. We are also actively seeking to acquire or license products in the OTC skin care
market that can be infused with CBD and marketed under our CaniSkin and CaniDermRX brand names. There can be no assurances that we will
acquire or enter into such partnership or licensing agreements.
The
endocannabinoid system, which is a body system affected by CBD, plays a pivotal role in maintaining a healthy skin through modulating
pain sensation, cell proliferation and inflammation. Our strategy for treatment of skin indications is, therefore, to focus on the use
of CBD containing topical formulations and to explore potential combinations of CBD and other agents that may augment and act synergistically
with CBD. We will explore this strategy by conducting controlled clinical trials to try to ultimately gain FDA approval for specific
indications.
On
November 30, 2020, the Company acquired SRM Entertainment, Limited, a Hong Kong Special Administrative Region of the People’s Republic
of China limited company (“SRM”). SRM has relationships with and supplies the amusement park industry with exclusive products
that are often only available to consumers inside the relevant amusement park, entertainment venues and theme hotels in Orlando Florida,
Beijing China, Japan and other places throughout the worldwide theme park industry.
CaniSun
Brand
Under
our CaniSun Brand, we developed a patent pending CBD-infused sunscreen with broad-spectrum SPF protection. We have completed lab testing
for CBD solubility–infusing clear, colorless, odorless, and 99.5% pure CBD isolate with three different sun care active ingredients,
homosalate, octisalate and octocrylene, which have already been approved by the FDA. The CBD-infused sun care market is fairly nascent
in the United States; we believe that there are currently no major competitors in the category. We see an opportunity to become the leading
manufacturer of CBD-infused sun care products, marketing the CaniSun brand through an extensive digital and social media awareness campaign.
We announced the launch of our CaniSun sun care line of SPF 30, SPF 55 and SPF 50 face lotion on June 6, 2019. We also sell our CBD-infused
lip balm and CBD-infused SPF 30 sunscreen spray on our website Canisun.com.
We
currently have additional CaniSun products in various stages of development as follows:
| |
i) |
CBD-infused
SPF 30 Lip Balm, Peppermint and Acai Fragrance |
| |
ii) |
CBD-infused
SPF 15 sunscreen daily lotion; and |
| |
iii) |
Mineral-based
sunscreen lotions (SPF 30 and 50). |
All
of the products listed above are in the developmental stage, whereby we are finalizing the formula to be used in each product, respectively.
For CBD-infused product candidates in development, such as our CBD-infused SPF 30 Lip Balm and CBD-infused SPF 15 sunscreen lotion, we
have already identified the sun care active ingredient formula (which has already been FDA approved) to be infused with CBD. Once the
respective formulas for each of our product candidates are created, the product candidates will undergo three months of stability testing.
Provided that the product candidates pass the stability testing, we intend to sell the products on our CaniSun website. The formula for
our mineral-based sunscreen lotion (SPF 30 and 50) (product iii) above) includes certain minerals instead of chemicals typically used
in sunscreen lotions.
Overall,
we believe that our currently offered sunscreen products comply with the FDA Final Rule for sunscreen products under 21 CFR 352 Sunscreen
products for Over-the-Counter Human Use. Therefore, we believe that our sunscreen products fall within the FDA monograph. Our products
have been tested for SPF Evaluation (SPF rating), Critical Wave Length (Broad Spectrum claim) and Water Resistance, each of which is
defined within the monograph and labeled accordingly.
All
of the testing on these products is standard testing for suncare products. Such testing protocols are not intended to test for any effects
of adding CBD. In addition to these tests that were conducted to support the claims on the package, each batch is also tested for appearance,
color, odor, pH, viscosity, specific gravity, analytical for the sunscreen active ingredients, and microbial content testing.
Our
products are tested each time they are manufactured. DCR Labs manufactures our products and has represented to us that it is compliant
with the FDA’s Current Good Manufacturing Practice, or CGMP, regulations in accordance with 21 CFR 210/211 required for Over-the-Counter
drug products. DCR Labs has self-imposed health and safety standards to ensure compliance with the FDA’s CGMPs.
We
expect to continually update and expand upon our corporate website and further refine our online retail strategies on an ongoing basis.
JupiterWellness.com is our primary corporate website, which will serve as the primary source of information about us for investors and
contain press releases, clinical trial pipeline, lab reports, blog posts, and additional information about each of our brands. We anticipate
that each brand will have its own front-facing website dedicated to retail sales and brand specific information. For example, our line
of sun care products, CaniSun, has its own website at CaniSun.com and allows for online retail purchase of the entire product line. As
we expand our brands (CaniSkin and CaniDermRX), we anticipate utilizing the same strategy and dedicating a new e-commerce website to
each brand moving forward. We are also building a website dedicated to servicing our wholesale and larger distributor clients. This website
will have more information about each product and provide a central location for larger retailers to find more in-depth information about
all of our brands in one place.
We
plan to leverage our websites with a social media presence across multiple platforms designed to utilize product reviews to increase
brand loyalty, brand recognition and sales. The references to our website in this prospectus are inactive textual references only. The
information on our website is neither incorporated by reference into this prospectus nor intended to be used in connection with this
offering. We also see growth potential in developing retail locations. We intend to utilize cross-promotion marketing campaigns with
our products and product category expansion that leverages our existing distribution channels. We have built an e-commerce platform designed
to connect us directly to consumers. We use the platform to sell products, educate customers and build brand loyalty.
CaniSkin
Brand and CaniDermRX Brand
We
are currently developing other products such as CBD-infused skin care lotion under the CaniSkin brand. Specifically, a CBD-infused moisturizing
face serum is under development. We must first finalize the formula to be used in the face serum, and, once approved, the product candidate
will undergo stability testing. We intend to sell the product, provided it first passes stability testing, on our website for CaniSkin
products. Additionally, we are developing innovative dermatological treatments under the CaniDermRX brand that are specialized to treat
atopic dermatitis and other dermatological conditions such as burns, skin cancer and herpes cold sores, respectively. Subject to obtaining
FDA approval, we intend for our experimental-stage product for the treatment of atopic dermatitis to compete with Dupixent, an FDA-approved
product for treating atopic dermatitis, and for our experimental-stage product for the treatment of herpes cold sores to compete with
Silvadene and Abreva, FDA-approved products for treating herpes cold sores. These products require more extensive testing to show both
safety and efficacy.
In
addition, we plan to seek acquisition opportunities in the branded consumer products space, including but not limited to other OTC therapeutic
brands and skin care brands that can be developed, manufactured, marketed and distributed under our CaniSkin and CaniDermRX brand names.
We
filed a provisional patent number 62/884,955 on 08/09/2019 on an Aspartame/CBD combination and intend to develop products containing
a combination of CBD and Aspartame under the CaniDermRX name for the treatment of pain and inflammation. On February 11, 2021, the US
Patent Published our US Patent Application 20210038513 and on April 5, 2021 we filed the International filing through PCT Application
PCT/US 2020/045408. On April 6, 2021, we filed a PCT Application No.: PCT/US2021/025947* on CBD sunscreens.
We
believe that our CaniDermRX product candidates have the potential to treat many skin indications such as atopic dermatitis, pruritis-itch,
non-atopic dermatitis/eczema, psoriasis, dermatomyositis, scleroderma, seborrheic dermatitis, actinic keratosis, epidermolysis bullosa
and cutaneous neoplasias. Aspartame is a rigorously tested food ingredient. Reviews by major governmental regulatory bodies have previously
found the ingredient safe for consumption at higher levels than we contemplate using in our CaniDermRX product candidates. We believe
that our formulations that include Aspartame, such as topical crème, lip balm, powder and dog treats, are well-tolerated by, and
safe for, users. We believe that infusing CBD in our products may help alleviate irritation that may be caused by applying sun care products
and may lead to reduced inflammation. In human skin, receptors of the endocannabinoid system are found in differentiated keratinocytes,
hair follicle cells, sebaceous glands, immune cells, and sensory neurons. Activation of cannabinoid receptor type 2, or CB2, for which
CBD is a ligand receptor in these cells has been shown to reduce pain and itch sensation, regulate keratinocyte differentiation and proliferation,
decrease hair follicle growth, and modulate the release of damage-induced keratins and inflammatory mediators to control the homeostasis
of the skin environment.
Market
Opportunity
The
market for hemp, and for products based on extracts of hemp, is expected to grow substantially over the coming years. It is estimated
by BDS Analytics and Arcview Market Research that the collective market for CBD sales in the U.S. will surpass $20 billion by 2024 and
that there will be a compound annual growth rate of 49 percent by 2024 across all distribution channels. We see great potential to grow
and generate revenues in this expanding market.
According
to Grand View Research, the U.S. sun care market size was estimated at $1.95 billion in 2016. The growing consumer awareness regarding
the ill-effects of over exposure to ultraviolet, or UV, rays on the undefended skin is expected to propel growth. The sun care market
is a highly competitive market and product differentiation in the sun care market is low. Given the relatively low amount of product
differentiation, we see an opportunity to carve out a unique market share with our CBD-infused sun care products. We cannot make any
claims as to such benefits prior to performing certain testing. We see an opportunity, although there can be no assurance that we will
be successful, to become the leading manufacturer of CBD-infused sun care products, marketing the CaniSun brand through an extensive
digital and social media awareness campaign. We announced the launch of our CaniSun sun care line of SPF 30, SPF 50 and SPF 55 face lotion
on June 6, 2019. We also sell our CBD-infused lip balm and CBD-infused SPF 30 sunscreen spray on our website Canisun.com.
Market
Strategy
We
plan to seek acquisition opportunities in the branded consumer products space, including but not limited to other non-CBD OTC therapeutic
brands and skin care brands that can be manufactured, marketed and distributed under our CaniSkin and CaniDermRX brand names. We may
market such products as they are currently comprised or may seek to add CBD to the product. In the event we decide to add CBD to such
products, we intend to first conduct FDA regulated clinical trials for safety and efficacy testing. We have no definitive agreements
in place to acquire any other entities.
We
also intend to sell the product online directly through our own website, and other third-party marketplaces as these sites permit.
Nidaria
Distribution Agreement
On
November 5, 2020, we entered into the Nidaria Distribution Agreement with Nidaria, Pursuant to which we purchase, market, promote, distribute
and sell Nidaria’s Safe Sea® sunscreen that provides protection against jellyfish stings. Pursuant to the Nidaria Distribution
Agreement, the Company shall serve as Nidaria’s exclusive distributor of Safe Sea in the state of Florida. The Nidaria Distribution
Agreement shall have a term of two (2) years, commencing December 1, 2020, and may be renewed for one (1) additional year upon the mutual
consent of us and Nidaria. This agreement was not renewed for 2022 by mutual consent.
Website
We
expect to continually update and expand upon our corporate website and further refine our online retail strategies on an ongoing basis.
Jupiterwellness.com is our primary corporate website, which will serve as the primary source of information about us for investors and
contain press releases, clinical trial pipeline, lab reports, blog posts, and additional information about each of our brands. We anticipate
that each brand will have its own front-facing website dedicated to retail sales and brand specific information. For example, our line
of sun care products, CaniSun, has its own website at CaniSun.com and allows for online retail purchase of the entire product line. As
we expand our brands (CaniSkin and CaniDermRX), we anticipate utilizing the same strategy and dedicating a new e-commerce website to
each brand moving forward. We are also building a website dedicated to servicing our wholesale and larger distributor clients. This website
will have more information about each product and provide a central location for larger retailers to find more in-depth information about
all of our brands in one place.
SRM
Acquisition
On
November 30, 2020, we entered into and closed the Exchange Agreement with SRM, a Hong Kong Special Administrative Region of the People’s
Republic of China limited company and wholly owned subsidiary of Vinco, and SRM Shareholders, pursuant to which we acquired 100% of the
SRM Common Stock from the SRM Shareholders in exchange for 200,000 shares of the Company’s common stock, the resale of which is
subject to a leak out provision and escrow of 50,000 shares of the Company’s common stock. Upon closing, and pursuant to the Exchange
Agreement, the Company delivered the 150,000 shares of its common stock to SRM and placed 50,000 shares in escrow (“Escrow Shares”).
Pursuant to the Exchange Agreement, the Company shall release the Escrow Shares upon SRM generating $200,000 in cash receipts and revenue
prior to January 15, 2021. The Escrow shares have not been released as of the date hereof. Pursuant to the Exchange Agreement, the Company
assumed all of the financial obligations of SRM, as well as its employees and offices. As a result of the Exchange Agreement, SRM became
a wholly-owned subsidiary of the Company.
SRM
has relationships with and supplies the amusement park industry with exclusive products such as toys, lights, fans and other items that
are sold in amusement parks. SRM has developed, manufactured and supplied the amusement park industry with exclusive products that are
often only available to consumers inside the relevant amusement park, entertainment venues and theme hotels in Orlando Florida, Beijing
China, Japan and other places throughout the worldwide theme park industry. . SRM has developed unique products in conjunction with suppliers
of products for core licensed items for major well-known brands, themes, characters and movies.
Products
developed by SRM are generally shipped directly to the theme park without warehousing at the Company’s facilities. SRM does not
have long-term agreements with its customers, and instead develops products on an item-by-item basis subject to purchase orders from
its customers.
Through
SRM, we additionally intend to seek to sell our sun care products in the amusement parks. We are currently developing a line of non-CBD
infused sun care products for sale in the amusement parks.
SRM
has four full time employees.
Competition
There
are several companies developing cannabinoid therapeutics for a range of medical indications. The cannabinoid therapeutic area currently
includes formulated extracts of the Cannabis plant and synthetic formulations. These formulations include CBD and THC, or a combination
of CBD/THC as the active pharmaceutical ingredient. Certain companies such as GW Pharmaceuticals, PLC have focused on hemp-based CBD
formulations; while other companies such as Zynerba Pharmaceuticals Inc. and Insys Therapeutics Inc. have focused on synthetic CBD formulations.
The
CBD-based consumer product industry is highly fragmented with numerous companies, consisting of publicly- and privately-owned companies.
There are also large, well-funded companies that have indicated their intention to compete in the hemp-based product category in the
U.S. We routinely evaluate internal and external opportunities to optimize value for stockholders through new product development or
by asset acquisitions or sales, and believe we are well-positioned to capitalize in the growing CBD product category. We face competition
from larger companies that are, or may be, in the process of offering similar products to ours. Many of our current and potential competitors
have longer operating histories, significantly greater financial, marketing and other resources than we have or may be expected to have.
Competitors
may include major pharmaceutical and biotechnology companies and public and private research institutions. Our management cannot be certain
that we will be able to compete against current or future competitors or that competitive pressure will not seriously harm our business
prospects. These competitors may be able to react to market changes, respond more rapidly to new regulations or allocate greater resources
to the development and promotion of their products than we can.
Furthermore,
some of these competitors may make acquisitions or establish collaborative relationships among themselves to increase their ability to
rapidly gain market share. Large pharmaceutical companies may eventually enter the market.
Given
the rapid changes affecting the global, national, and regional economies in general and cannabis-related medical research and development
in particular, we may not be able to create and maintain a competitive advantage in the marketplace. Time-to-market is an important factor
in our industry and our success will depend on our ability to develop innovative products that will be accepted by patients as efficient
and helpful to use.
Our
success will also depend on our ability to respond quickly to, among other things, changes in the economy, market conditions, and competitive
pressures. Any failure to anticipate or respond adequately to such changes could have a material effect on our financial condition, operating
results, liquidity, cash flow and our operational performance.
What
distinguishes us in the marketplace is our clinical trials approach (double-blinded, placebo-controlled trials) that have demonstrated
the clinical efficacy of our topical products.
Intellectual
Property
We
filed Provisional Patent (CBD Formulations and Uses Thereof: USAN: 62/884,995) on a combination of CBD and Aspartame on August 8, 2019.
The patent is to cover any products that contain a combination of CBD and Aspartame. This initially will cover the products under the
CaniDermRX Brand. The provisional patent application was converted into a full US patent application (No.: 16/987,941) and PCT application
(PCT/US2020/045408I) on August 9, 2020. If issued, the patent will give patent protection until 2040.
We
filed Provisional Patent (CBD Sunscreen Formulations and Uses Thereof: USAN: 63/005,854) on our CBD-infused sunscreen products on August
6, 2020. The patent is to cover any products under our CaniSun product line that contains CBD. The priority date starts at the time the
provisional is converted into a full patent application, which will occur on April 6, 2021. If issued, the patent will give patent protection
until 2041.
We
filed Provisional Patent (Oroanasal CBD formulations and uses thereof (No.: 63/042,458) on June 22, 2020. This covers the use of CBD
products for the treatment of respiratory viruses.
Research
and Development
Our
research and development programs are generally pursued by engineers and scientists employed by us in on a full-time basis or hired as
per diem consultants or through partnerships with industry leaders in manufacturing and design and researchers and academia. We are also
working with subcontractors in developing specific components of our technologies.
The
primary objective of our research and development program is to advance the development of our existing and proposed products, to enhance
the commercial value of such products.
The
Company incurred research and development expenses of $1,079,362 and $308,367 for the years ended December 31, 2021 and 2020, respectively.
On
July 12, 2021, we entered into a clinical trial research agreement (the “Clinical Trial Research Agreement”) with AB. Under
the Clinical Research Agreement, AB will design, manage and conduct a head-to-head study of JW-101 compared to EUCRISA (crisaborole ointment
2%) for the treatment of Eczema (the “Study”). The Company will sponsor the Study and under the projected budget laid out
in the Clinical Trial Research Agreement will pay AB $1,088,010.00 for its research activities.
As
previously reported in a Current Report on Form 8-K filed with the SEC on December 14, 2021, the Company, entered into a stock purchase
agreement (the “Original Purchase Agreement”), which was later amended and restated (the “Purchase Agreement”),
and reported in a Current Report on Form 8-K filed with the SEC on January 13, 2022 (the “January 13th Disclosure”),
with Next Frontier Pharmaceuticals, Inc. (“Next Frontier Pharmaceuticals”), a Delaware corporation, and certain of its affiliates
(the “Next Frontier Affiliates”, and together with “Next Frontier Pharmaceuticals”, the “Next Frontier
Parties”), pursuant to which the Company planned to acquire Next Frontier Pharmaceuticals (the “Acquisition”). The
Purchase Agreement contained conditions to close that were not met by the Next Frontier Parties, including delivery of financial statement.
As such, on February 17, 2022, without consummating the Acquisition, Next Frontier Pharmaceuticals delivered to the Company a letter
pursuant to which Next Frontier Pharmaceuticals terminated the Purchase Agreement (the “Termination Date”). In light of the
aforementioned termination, the Company did not effectuate the Transactions, including the distribution of shares of SRM to the Company’s
stockholders, as was contemplated in the Purchase Agreement and previously disclosed in the January 13th Disclosure.
As
of the Termination Date, an indebtedness balance in an aggregate amount totaling $11.2 million, which was previously advanced by the
Company to the Next Frontier Parties under those certain Secured Promissory Note, dated December 8, 2021 (the “December 2021 Note”),
and Secured Promissory Note, dated January 7, 2022 (the “January 2022 Note”), is owed and outstanding. The December 2021
Note has a maturity date of June 8, 2022, and the January 2022 Note has a maturity date of July 7, 2022, or otherwise when due.
On
June 4, 2021, the Company filed a registration statement on Form S-1 (File No. 333- 258005) which was declared effective on June 21,
2021, for the sale or other disposition from time to time by the selling shareholders identified in the prospectus of up to 1,050,002
shares of Common Stock consisting of up to 525,001 Common Stock, at a $4.54 share price, which may be issued upon the conversion of convertible
promissory notes issued in May 2021, and up to 525,001 Common Stock, at a $6.00 share price, which may be issued upon the exercise of
outstanding warrants.
Pursuant
to a registration statement on Form S-1 (File No. 333- 258005) which was declared effective on June 21, 2021 (the “June
Registration Statement”) the Company undertook a firm commitment offering (the “Offering”) of shares of our common
stock (“Common Stock”), par value $0.001 per share. With a combined public offering price of each share of Common Stock
and Company Warrant (as defined below) of $[ ], a total of 11,066,258 shares (the “Company Offering Shares”)
and 11,607,142 warrants (the “Company Warrants”) to purchase 11,607,142 shares were registered. In addition a total of
540,884 shares were offered by the Company selling stockholder. As part of the compensation, the Company also issued 442,650
warrants to Aegis Capital Corp. to purchase 442,650 shares.
On
January 20, 2022, the Company received a letter from Nasdaq stating that, because the Company made the Share Grants not pursuant to the
2021 Equity Plan despite them considered to be S-8 eligible, Nasdaq had determined that the Company did not comply with Listing Rule
5635(c). It was brought to our attention that 180,000 shares of common stock, out of the total 1,020,000 shares of common stock to consultants
(the “Consulting Share Awards”) that were issued to three consultants, Greentree Financial (100,000 shares), Inc., L&H
Inc. (20,000 shares), and Tee 2 Green Enterprises, Ltd. (60,000 shares), during the relevant period (the “Share Grants”),
should have been issued pursuant to the 2021 Equity Plan because the Share Grants were considered to be S-8 eligible. As a result, the
inadvertent issuance of the Share Grants to the mentioned-above three consultants was not made in compliance with Listing Rule 5635(c).
The Company subsequently notified Nasdaq that the Board has approved the reallocation of the Share Grants to be accounted for as if they
were originally issued under the 2021 Equity Plan, and has made the corresponding change to the Company’s books and records. However,
since the 2021 Equity Plan has previously been exercised in full, to allow for the reallocation of the Share Grants under the 2021 Equity
Plan, on January 17, 2022, the Board determined that 100,000 options that have previously been issued under the 2021 Equity Plan to Brian
John, and 100,000 options issued to Dr. Glynn Wilson be cancelled, a revocation to which Messrs. John and Wilson have agreed. Following
the remedial measures, on January 20, 2022 , the Company was informed that the Company has regained compliance with the Rule and that
this matter is now closed.
Government
Regulation
Since
1937, Cannabis sativa L. has been a federally regulated Schedule I drug under the Controlled Substances Act, 21 U.S.C. § 811 (the
“CSA”), regulated by the Drug Enforcement Agency (the “DEA”).
It
was not until 2014 when a distinction between the use of Cannabis sativa L. for medical, recreational, and industrial purposes was made
via Section 7606 of the Agricultural Act of 2014, which cleared a legal path for industrial hemp to be grown in three limited circumstances,
1) by researchers at an institute of higher education, 2) by state departments of agriculture, or 3) by farmers participating in a research
program permitted and overseen by a state department of agriculture.
In
2016, the DEA, U.S. Department of Agriculture, and the FDA issued a joint statement detailing the guidelines for growth of industrial
hemp as part of state-sanctioned research programs. Those guidelines state that hemp can only be sold in states with pilot programs,
plants and seeds can only cross state lines as part of permitted state research programs, and seeds can only be imported by individuals
registered with the DEA.
We
believe the recent passage of the Farm Bill will allow us to expand our marketplace opportunities. On December 20, 2018, President Donald
J. Trump signed into law the Agriculture Improvement Act of 2018, otherwise known as the “Farm Bill”. Prior to its passage,
hemp, a member of the cannabis family, and hemp-derived CBD were classified as a Schedule I controlled substances, and so were deemed
to be illegal under the CSA. With the passage of the Farm Bill, hemp cultivation is broadly permitted. The Farm Bill explicitly allows
the transfer of hemp-derived products across state lines for commercial or other purposes. It also puts no restrictions on the sale,
transport, or possession of hemp-derived products, so long as those items are produced in a manner consistent with the law.
Under
Section 10113 of the Farm Bill, hemp cannot contain more than 0.3 percent THC. THC refers to the chemical compound found in cannabis
that produces the psychoactive “high” associated with cannabis. Any cannabis plant that contains more than 0.3 percent THC
would be considered non-hemp cannabis—or marijuana—under federal law and would thus face no legal protection under this new
legislation and would be an illegal Schedule 1 drug under the CSA.
Additionally,
there will be significant, shared state-federal regulatory power over hemp cultivation and production. Under Section 10113 of the Farm
Bill, state departments of agriculture must consult with the state’s governor and chief law enforcement officer to devise a plan
that must be submitted to the Secretary of the United States Department of Agriculture or USDA. A state’s plan to license and regulate
hemp can only commence once the Secretary of USDA approves that state’s plan. In states opting not to devise a hemp regulatory
program, USDA will construct a regulatory program under which hemp cultivators in those states must apply for licenses and comply with
a federally run program. This system of shared regulatory programming is similar to options states had in other policy areas such as
health insurance marketplaces under the Affordable Care Act, or workplace safety plans under Occupational Health and Safety Act—both
of which had federally-run systems for states opting not to set up their own systems.
The
Farm Bill outlines actions that are considered violations of federal hemp law (including such activities as cultivating without a license
or producing cannabis with more than 0.3% THC). The Farm Bill details possible punishments for such violations, pathways for violators
to become compliant, and even which activities qualify as felonies under the law, such as repeated offenses.
One
of the goals of the Agricultural Act of 2014 was to generate and protect research into hemp. The Farm Bill continues this effort. Section
7605 re-extends the protections for hemp research and the conditions under which such research can and should be conducted. Further,
section 7501 of the Farm Bill extends hemp research by including hemp under the Critical Agricultural Materials Act. This provision recognizes
the importance, diversity, and opportunity of the plant and the products that can be derived from it, but also recognizes that there
is still a lot to learn about hemp and its products from commercial and market perspectives.
Overall,
we believe that our sunscreen products comply with the FDA Final Rule for sunscreen products under 21 CFR 352 Sunscreen products for
Over-the-Counter Human Use. Therefore, we believe that our sunscreen products fall within the FDA monograph and that FDA premarket approval
and testing is not required. Our products have been tested for SPF Evaluation (SPF rating), Critical Wave Length (Broad Spectrum claim)
and Water Resistance, each of which is defined within the monograph and labeled accordingly.
Our
products are tested each time they are manufactured. DCR Labs manufactures our products and is compliant with the FDA’s Current
Good Manufacturing Practice (“CGMP”) regulations in accordance with 21 CFR 210/211 (required for Over-the-Counter drug products).
DCR Labs has self-imposed health and safety standards to ensure compliance with the FDA’s CGMPs.
FDA
Regulation of Hemp Extracts
The
FDA is generally responsible for protecting the public health by ensuring the safety, efficacy, and security of (1) prescription and
over the counter drugs; (2) biologics including vaccines, blood & blood products, and cellular and gene therapies; (3) foodstuffs
including dietary supplements, bottled water, and baby formula; and, (4) medical devices including heart pacemakers, surgical implants,
prosthetics, and dental devices.
Regarding
its regulation of drugs, the FDA process requires a review that begins with the filing of an investigational new drug (IND) application,
with follow-on clinical studies and clinical trials that the FDA uses to determine whether a drug is safe and effective, and therefore
subject to approval for human use by the FDA.
Aside
from the FDA’s mandate to regulate drugs, the FDA also regulates dietary supplement products and dietary ingredients under the
Dietary Supplement Health and Education Act of 1994. This law prohibits manufacturers and distributors of dietary supplements and dietary
ingredients from marketing products that are adulterated or misbranded. This means that these firms are responsible for evaluating the
safety and labeling of their products before marketing to ensure that they meet all the requirements of the law and FDA regulations,
including, but not limited to the following labeling requirements: (1) identifying the supplement; (2) nutrition labeling; (3) ingredient
labeling; (4) claims; and, (5) daily use information.
The
FDA has not approved cannabis, marijuana, hemp or derivatives as a safe and effective drug for any indication. We intend to file an IND
with the FDA for our CaniDermRX products in the event the pending provisional patent on an Aspartame/CBD combination is approved. As
of the date hereof, our products containing CBD derived from industrial hemp are not marketed or sold using claims that their use is
a safe and effective treatment for any medical condition subject to the FDA’s jurisdiction.
The
FDA has concluded that products containing cannabis or industrial hemp derived CBD are excluded from the dietary supplement definition
under sections 201(ff)(3)(B)(i) and (ii) of the U.S. Food, Drug & Cosmetic Act, respectively. The FDA’s position is that products
containing cannabis, CBD or derivatives are Schedule 1 drugs under the Controlled Substances Act, and so are illegal. Our products containing
CBD derived from industrial hemp are not marketed or sold as dietary supplements. However, at some indeterminate future time, the FDA
may choose to generally change its position concerning products containing hemp derived CBD, and may choose to enact regulations that
are applicable to such products. In this event, our industrial hemp based products containing CBD may be subject to regulation.
Our
products contain controlled substances as defined in the Controlled Substances Act (CSA). Controlled substances that are pharmaceutical
products are subject to a high degree of regulation under the CSA, which establishes, among other things, certain registration, manufacturing
quotas, security, recordkeeping, reporting, import, export and other requirements administered by the DEA.
Despite
recent approvals by the FDA and DEA for a newly approved medication which contains cannabidiol (CBD), the scheduling of these substances,
many of which are beyond our control, could jeopardize our ability to obtain regulatory approval for and successfully market our products.
Any such setback in our pursuit of regulatory approval would have a material adverse effect on our business and prospects.
FDA
Regulation of CBD
On
June 25, 2018, the US Federal Drug Administration (FDA) approved Epidiolex. Epidiolex is the first and only FDA-approved prescription
cannabidiol (CBD). It is approved to treat seizures associated with Lennox-Gastaut syndrome (LGS), Dravet syndrome, or tuberous sclerosis
complex (TSC) in patients 1 year of age and older. Accordingly, the FDA has designated CBD as a drug and the need for all marketed products
to follow FDA guidelines for safety and efficacy. It is not yet clear how this will affect thousands of CBD products already on the market
given the multitude of state and local regulations that cover this field.
Employees
As
of December 31, 2021, we had twelve full-time employees, including Chief Executive Officer Brian S. John, Chairman and Chief Science
Officer, Dr. Glynn Wilson, Chief Financial Officer, Douglas McKinnon, Chief Operating Officer, Ryan Allison and Chief Compliance Officer,
Richard Miller. We believe our relations with our employees to be good.
Properties
Currently,
we do not own any real property. We rent an 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 five years with one renewal
option for an additional three years.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider any risk factors
set forth in the applicable prospectus supplement and the documents incorporated by reference in this prospectus, including the factors
discussed under the heading “Risk Factors” in our most recent Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022, as updated by our subsequent annual, quarterly and other reports and documents that are incorporated by reference
into this prospectus. See “Where You Can Find More Information” and “Information We Incorporate By Reference.”
Each of the risks described in these documents could materially and adversely affect our business, financial condition, results of operations
and prospects, and could result in a partial or complete loss of your investment. Additional risks and uncertainties not presently known
to us, or that we currently deem immaterial, may also adversely affect our business. In addition, past financial performance may not
be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
USE
OF PROCEEDS
We
will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. Unless otherwise specified
in any prospectus supplement, we currently intend to use the net proceeds from the sale of our securities offered under this prospectus
for working capital and general corporate purposes including, but not limited to, capital expenditures, working capital, repayment of
indebtedness, potential acquisitions and other business opportunities. Pending any specific application, we may initially invest funds
in short-term marketable securities or apply them to the reduction of indebtedness.
DESCRIPTION
OF CAPITAL STOCK
Authorized
Capital
Our
authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 100,000 shares of preferred
stock, par value $0.001 per share.
Common
Stock
Common
stock outstanding
As
of September 27, 2022, there were 22,095,032 shares of our common stock outstanding.
Voting
rights
Subject
to the rights granted to holders of any preferred stock issued by us, each share of common stock entitles the holder to one vote, either
in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively.
Dividend
rights
Subject
to the rights granted to holders of any preferred stock issued by us, holders of common stock are entitled to receive ratably such dividends,
if any, as may be declared by the Board out of funds legally available.
Rights
upon liquidation
Subject
to the rights granted to holders of any preferred stock issued by us, upon our liquidation, dissolution or winding up, the holders of
our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment
of all of our debts and other liabilities.
Other
rights
Holders
of our common stock do not have any pre-emptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions.
Preferred
Stock
Under
the terms of our second amended and restated certificate of incorporation, our Board is authorized to issue shares of preferred stock
in one or more series without stockholder approval. Our Board has the discretion to determine the rights, preferences, privileges and
restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each
series of preferred stock.
The
purpose of authorizing our Board to issue preferred stock and determination its rights and preferences is to eliminate delays associated
with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible
acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to
acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock.
Warrants
During
2018 and 2019, the Company conducted a private placement in which it entered into individual subscription agreements with certain investors
for the sale of units at a price per unit of $0.25, with each unit consisting of one share of common stock and one two-year warrant to
purchase one share of common stock at an exercise price of $0.50 per share. During the fourth quarter of 2018, we sold 958,000 units.
During the year ended December 31, 2019, we sold 200,000 additional units. As of September 30, 2020, the total amount of warrants outstanding
was 1,158,000. In November 2020, all of these warrants were exercised.
During
2020, the Company issued a total of 1,123,333 warrants, with each warrant to purchase one share of common stock, consisting of 1,073,333
warrants issued in connection with the Company’s initial public offering at an exercise price of $8.50 per share, expiring in October
2025, and 50,000 warrants issued in connection with the Endorsement Agreement with Tee-2-Green at an exercise price of $3.90, expiring
in November 2025.
During
2021, the Company issued 525,001 warrants in relation to loans amounting $3,150,000 to the Company issued by the investors. As of the
date of this prospectus there are 1,648,334 warrants outstanding. In addition, the Company issued 11,607,142 warrants to purchase common
stock of the under public offering in July 21, 2021.
Options
At
March 31,2022 and December 31, 2021, the Company had 4,686,610 options outstanding. Subsequent to March 31, 2022, the Company issued
a 2-year option to purchase 300,000 shares of common stock at an exercise price of $1.00 per share granted to W&B.
2021
Private Placement Notes and Warrants
On
May 11, 2021, we entered into a loan agreement (the “May 11 Loan Agreement”), pursuant to which we sold approximately $2,500,000
of notes (the “May 11 Notes”) and 416,667 warrants at an exercise price of $6.00.
On
May 24, 2021, we entered into a loan agreement (the “May 24 Loan Agreement”), pursuant to which we sold approximately $150,000
of notes (the “May 24 Notes”) and 25,000 warrants at an exercise price of $6.00 per share.
On
May 28, 2021, we entered into a loan agreement (the “May 28 Loan Agreement, with the May 11 Loan Agreement and the May 24 Loan
Agreement, collectively as “2021 Loan Agreements”), pursuant to which we sold approximately $500,000 of notes (the “May
28 Notes,” collectively with May 11 Notes and May 24 Notes as the “2021 Notes”) and 83,334 warrants at an exercise
price of $6.00 per share.
The
2021 Notes have a six months term and are convertible into shares of Common Stock of the Company at $6.00 per share. Interest shall accrue
on the notes at 8% annually, payable on a quarterly basis. The 2021 Notes held by a particular holder will not be convertible to the
extent such conversion would result in such holder owning more than 4.99% of the number of Common Stock outstanding after giving effect
to the issuance of Common Stock issuable upon conversion of such note calculated in accordance with Section 13(d) of the Exchange Act.
Upon not less than sixty-one (61) days advance written notice, at any time or from time to time, the holder at its sole discretion, may
waive the 4.99% conversion limit. However, under any circumstance, the holder may not convert the 2021 Note if such conversion would
cause holder’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of the Company
to exceed 9.99% of its total issued and outstanding common or voting shares. Any Common Stocks converted under the 2021 Note need to
be delivered to the holder within three (3) business days of the receipt of conversion notice.
The
warrants are exercisable immediately for a period of five years for cash, at an exercise price of $6.00 per share of Common Stock. The
warrants held by a particular holder will not be exercisable to the extent such conversion would result in such holder owning more than
4.99% of the number of shares of Common Stock outstanding after giving effect to the issuance of Common Stock issuable upon exercise
of such warrants calculated in accordance with Section 13(d) of the Exchange Act. Upon not less than sixty-one (61) days advance written
notice, at any time or from time to time, the warrant holder at its sole discretion, may waive the 4.99% ownership limit. However, under
any circumstance, the warrant holder may not exercise the warrant if such exercise would cause such Warrant holder’s beneficial
ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of the Common Stock of the Company to exceed
9.99% of its total issued and outstanding Common Stock or voting shares.
Pursuant
to the 2021 Loan Agreements, 2021 Notes and warrants we agreed to file the registration statement of which this prospectus forms a part
with the SEC and to cause such registration statement to become effective as promptly as practicable after filing, and are required to
cause such registration statement to remain effective until the Common Stock offered hereby have been sold or may be freely sold without
limitations or restrictions as to volume or manner of sale pursuant to Rule 144 under the Securities Act.
2022
Private Placement Notes and Warrants
On
April 20, 2022, we entered into the Greentree Loan, pursuant to which we sold approximately $1,500,000 of Greentree Notes and 1,100,000
Greentree Warrants at an exercise price of $2.79.
On
April 20, 2022, we entered into the L&H Loan, pursuant to which we sold approximately $500,000 of L&H Notes and 360,000 L&H
Warrants at an exercise price of $2.79.
The
Notes have an original issuance discount of five percent (5%), an interest rate of eight percent (8%), and a conversion price of $2.79
per share, subject to an adjustment downward if the Company is in default of the terms of the Notes. Provided, the Notes may be converted
at a default price of $1.00 per share in the event of default as stated therein. The Warrants have a five (5) year term, an exercise
price of $2.79 per share, have a cashless conversion feature until such time as the shares underlying the Warrants are included in an
effective registration and certain anti-dilution protection.
Pursuant
to the Loan Agreements, Notes and warrants we agreed to file the registration statement of which this prospectus forms a part with the
SEC and to cause such registration statement to become effective as promptly as practicable after filing, and are required to cause such
registration statement to remain effective until the Common Stock offered hereby have been sold or may be freely sold without limitations
or restrictions as to volume or manner of sale pursuant to Rule 144 under the Securities Act.
Anti-Takeover
Effects
Our
second amended and restated certificate of incorporation and amended and restated bylaws will include a number of provisions that may
have the effect of delaying, deferring or preventing a party from acquiring control of us and encouraging persons considering unsolicited
tender offers or other unilateral takeover proposals to negotiate with our Board rather than pursue non-negotiated takeover attempts.
The provisions include the items described below.
Potential
Effects of Authorized but Unissued Stock
We
have shares of common stock available for future issuance without stockholder approval. We may utilize these additional shares for a
variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions or
payment as a dividend on the capital stock.
The
existence of unissued and unreserved common stock and preferred stock may enable our Board to issue shares to persons friendly to current
management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain control
of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition,
our Board has the discretion to determine designations, rights, preferences, privileges and restrictions, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock, all to the fullest extent
permissible under the Delaware General Corporation Law and subject to any limitations set forth in our second amended and restated certificate
of incorporation. The purpose of authorizing the Board to issue preferred stock and to determine the rights and preferences applicable
to such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock,
while providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the
effect of making it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our
outstanding voting stock.
Limitations
of Director Liability and Indemnification of Directors, Officers and Employees
Our
second amended and restated certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware
law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary
duties as directors.
Our
amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by law, and may
indemnify employees and other agents. Our amended and restated bylaws also provide that we are obligated to advance expenses incurred
by a director or officer in advance of the final disposition of any action or proceeding.
We
currently do not have a policy of directors’ and officers’ liability insurance but intend to obtain such a policy in the
near future.
Our
amended and restated bylaws, subject to the provisions of Delaware Law, contain provisions which allow the corporation to indemnify any
person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue
in connection with service to us if it is determined that person acted in good faith and in a manner which he or she reasonably believed
was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 as amended,
or the Securities Act, may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion
of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
The
limitation of liability and indemnification provisions in our amended and restated bylaws may discourage stockholders from bringing a
lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against
directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations
and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant
to these indemnification provisions.
At
present, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required
or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
Requirements
for Advance Notification of Stockholder Nominations and Proposals
Our
amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for
election as directors.
Limits
on Special Meetings
Special
meetings may be called for any purpose and at any time by the Chairman of the Board, the President (if there be one) or by any member
of the Board. Business transacted at each special meeting shall be confined to the purposes stated in the notice of such meeting.
Election
and Removal of Directors
Our
Board is elected annually by our stockholders. The number of directors that shall constitute the whole Board shall not be less than three
(3) nor more than seven (7) directors.
Directors
are elected by a plurality of the votes of shares of our capital stock present in person or represented by proxy at a meeting and entitled
to vote in the election of directors. Each director shall hold office until a successor is duly elected and qualified or until his or
her earlier death, resignation or removal.
Newly
created directorships resulting from any increase in the number of directors or any vacancies in the Board resulting from death, resignation,
retirement, disqualification, removal from office or any other cause may be filled, so long as there is at least one remaining director,
only by the Board, provided that a quorum is then in office and present, or by a majority of the directors then in office, if less than
a quorum is then in office, or by the sole remaining director. Directors elected to fill a newly created directorship or other vacancies
shall hold office until such director’s successor has been duly elected and qualified or until his or her earlier death, resignation
or removal as hereinafter provided.
Any
director may be removed from office at any time for cause, at a meeting called for that purpose, but only by the affirmative vote of
the holders of at least 66-2/3% of the voting power of all outstanding shares of our capital stock entitled to vote generally in the
election of directors, voting together as a single class.
Our
second amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting in the
election of directors.
Amendments
to Our Governing Documents
The
affirmative vote of the holders of at least 66-2/3% of the voting power of all outstanding shares of our capital stock entitled to vote
generally in the election of directors, shall be required to adopt any provision inconsistent with, to amend or repeal any provision
of, or to adopt a bylaw inconsistent with, Articles Two, Seven, Eight and Nine of our Second Amended and Restated Certificate of Incorporation.
Our
amended and restated bylaws may be amended or repealed and new bylaws may be adopted by the stockholders and/or the Board. Any bylaws
adopted, amended or repealed by the Board may be amended or repealed by the stockholders.
Listing
Our
Common Stock and warrants are listed on Nasdaq under the symbols “JUPW” and “JUPWW”, respectively.
Transfer
Agent, Warrant Agent and Registrar
The
transfer agent and registrar for our Common Stock offered in this Offering is VSTOCK Transfer, LLC.
DESCRIPTION
OF WARRANTS
General
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material
terms and provisions of the warrants that we may offer under this prospectus, which consist of warrants to purchase shares of common
stock, and/or preferred stock in one or more series. Warrants may be offered independently or together with shares of common stock, and/or
preferred stock offered by any prospectus supplement and may be attached to or separate from those securities.
While
the terms we have summarized below will generally apply to any future warrants we may offer under this prospectus, we will describe the
particular terms of any warrants that we may offer in more detail in the applicable prospectus supplement. The specific terms of any
warrants may differ from the description provided below as a result of negotiations with third parties in connection with the issuance
of those warrants, as well as for other reasons. Because the terms of any warrants we offer under a prospectus supplement may differ
from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different
from the summary in this prospectus.
We
will issue the warrants under a warrant agreement, which we will enter into with a warrant agent to be selected by us. We use the term
“warrant agreement” to refer to any of these warrant agreements. We use the term “warrant agent” to refer to
the warrant agent under any of these warrant agreements. The warrant agent will act solely as an agent of ours in connection with the
warrants and will not act as an agent for the holders or beneficial owners of the warrants.
We
will incorporate by reference into the registration statement of which this prospectus is a part the form of warrant agreement, including
a form of warrant certificate that describes the terms of the series of warrants we are offering before the issuance of the related series
of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified
in their entirety by reference to, all the provisions of the warrant agreement applicable to a particular series of warrants. We urge
you to read any applicable prospectus supplement related to the warrants that we sell under this prospectus, as well as the complete
warrant agreement that contain the terms of the warrants and defines your rights as a warrant holder.
We
will describe in the applicable prospectus supplement the terms relating to a series of warrants. If warrants for the purchase of shares
of common stock or preferred stock are offered, the prospectus supplement will describe the following terms, to the extent applicable:
| |
● |
the
offering price and the aggregate number of warrants offered; |
| |
● |
the
total number of shares that can be purchased if a holder of the warrants exercises them; |
| |
● |
the
number of warrants being offered with each share of common stock; |
| |
● |
the
date on and after which the holder of the warrants can transfer them separately from the related shares of common stock or preferred
stock; |
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● |
the
number of shares of common stock or preferred stock that can be purchased if a holder exercises the warrant and the price at which
those shares may be purchased upon exercise, including, if applicable, any provisions for changes to or adjustments in the exercise
price and in the securities or other property receivable upon exercise; |
| |
● |
the
terms of any rights to redeem or call, or accelerate the expiration of, the warrants; |
| |
● |
the
date on which the right to exercise the warrants begins and the date on which that right expires; |
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● |
federal
income tax consequences of holding or exercising the warrants; and |
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● |
any
other specific terms, preferences, rights or limitations of, or restrictions on, the warrants. |
Warrants
for the purchase of shares of common stock or preferred stock will be in registered form only.
A
holder of warrant certificates may exchange them for new certificates of different denominations, present them for registration of transfer
and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement.
Until any warrants to purchase shares of common stock or preferred stock are exercised, holders of the warrants will not have any rights
of holders of the underlying shares of common stock or preferred stock, including any rights to receive dividends or to exercise any
voting rights, except to the extent set forth under “Warrant Adjustments” below.
Exercise
of Warrants
Each
holder of a warrant is entitled to purchase the number of shares of common stock or preferred stock, as the case may be, at the exercise
price described in the applicable prospectus supplement. After the close of business on the day when the right to exercise terminates
(or a later date if we extend the time for exercise), unexercised warrants will become void.
A
holder of warrants may exercise them by following the general procedure outlined below:
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● |
deliver
to the warrant agent the payment required by the applicable prospectus supplement to purchase the underlying security; |
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● |
properly
complete and sign the reverse side of the warrant certificate representing the warrants; and |
| |
● |
deliver
the warrant certificate representing the warrants to the warrant agent within five business days of the warrant agent receiving payment
of the exercise price. |
If
you comply with the procedures described above, your warrants will be considered to have been exercised when the warrant agent receives
payment of the exercise price, subject to the transfer books for the securities issuable upon exercise of the warrant not being closed
on such date. After you have completed those procedures and subject to the foregoing, we will, as soon as practicable, issue and deliver
to you the shares of common stock or preferred stock that you purchased upon exercise. If you exercise fewer than all of the warrants
represented by a warrant certificate, a new warrant certificate will be issued to you for the unexercised amount of warrants. Holders
of warrants will be required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying
securities in connection with the exercise of the warrants.
Amendments
and Supplements to the Warrant Agreements
We
may amend or supplement a warrant agreement without the consent of the holders of the applicable warrants to cure ambiguities in the
warrant agreement, to cure or correct a defective provision in the warrant agreement, or to provide for other matters under the warrant
agreement that we and the warrant agent deem necessary or desirable, so long as, in each case, such amendments or supplements do not
materially adversely affect the interests of the holders of the warrants.
Warrant
Adjustments
Unless
the applicable prospectus supplement states otherwise, the exercise price of, and the number of securities covered by, a warrant for
shares of common stock or preferred stock will be adjusted proportionately if we subdivide or combine our common stock or preferred stock,
as applicable. In addition, unless the prospectus supplement states otherwise, if we, without payment:
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issue
shares of common stock or preferred stock or other securities convertible into or exchangeable for common stock or preferred stock,
or any rights to subscribe for, purchase or otherwise acquire any of the foregoing, as a dividend or distribution to all or substantially
all holders of our common stock or preferred stock; |
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pay
any cash to all or substantially all holders of our common stock or preferred stock, other than a cash dividend paid out of our current
or retained earnings; |
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issue
any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness to all or substantially all holders of our
common stock or preferred stock; or |
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issue
common stock, preferred stock or additional shares or other securities or property to all or substantially all holders of our common
stock or preferred stock by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement; |
then
the holders of common stock warrants or preferred stock warrants will be entitled to receive upon exercise of the warrants, in addition
to the securities otherwise receivable upon exercise of the warrants and without paying any additional consideration, the amount of shares
and other securities and property such holders would have been entitled to receive had they held the common stock or preferred stock
issuable under the warrants on the dates on which holders of those securities received or became entitled to receive such additional
shares and other securities and property.
Except
as stated above, the exercise price and number of securities covered by a warrant for shares of common stock or preferred stock, and
the amounts of other securities or property to be received, if any, upon exercise of those warrants, will not be adjusted or provided
for if we issue those securities or any securities convertible into or exchangeable for those securities, or securities carrying the
right to purchase those securities or securities convertible into or exchangeable for those securities.
Holders
of common stock warrants or preferred stock warrants may have additional rights under the following circumstances:
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certain
reclassifications, capital reorganizations or changes of the common stock or preferred stock; |
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certain
share exchanges, mergers, or similar transactions involving us that result in changes of the common stock or preferred stock; or |
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certain
sales or dispositions to another entity of all or substantially all of our property and assets. |
If
one of the above transactions occurs and holders of our common stock or preferred stock are entitled to receive shares, securities or
other property with respect to or in exchange for their securities, the holders of the common stock warrants or preferred stock warrants
then-outstanding, as applicable, will be entitled to receive upon exercise of their warrants the kind and amount of shares and other
securities or property that they would have received upon the applicable transaction if they had exercised their warrants immediately
before the transaction.
DESCRIPTION
OF RIGHTS
The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes the general
features of the rights that we may offer under this prospectus. We may issue rights to our stockholders to purchase shares of our common
stock and/or any of the other securities offered hereby. Each series of rights will be issued under a separate rights agreement to be
entered into between us and a bank or trust company, as rights agent. When we issue rights, we will provide the specific terms of the
rights and the applicable rights agreement in a prospectus supplement. Because the terms of any rights we offer under a prospectus supplement
may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary
is different from the summary in this prospectus. We will incorporate by reference into the registration statement of which this prospectus
is a part the form of rights agreement that describes the terms of the series of rights we are offering before the issuance of the related
series of rights. The applicable prospectus supplement relating to any rights will describe the terms of the offered rights, including,
where applicable, the following:
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the
date for determining the persons entitled to participate in the rights distribution; |
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the
exercise price for the rights; |
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the
aggregate number or amount of underlying securities purchasable upon exercise of the rights; |
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the
number of rights issued to each stockholder and the number of rights outstanding, if any; |
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the
extent to which the rights are transferable; |
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the
date on which the right to exercise the rights will commence and the date on which the right will expire; |
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the
extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; |
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anti-dilution
provisions of the rights, if any; and |
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the
rights. |
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued
in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through
agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as
described in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
We
may issue units comprising two or more securities described in this prospectus in any combination. For example, we might issue units
consisting of a combination of common stock and warrants to purchase common stock. The following description sets forth certain general
terms and provisions of the units that we may offer pursuant to this prospectus. The particular terms of the units and the extent, if
any, to which the general terms and provisions may apply to the units so offered will be described in the applicable prospectus supplement.
Each
unit will be issued so that the holder of the unit also is the holder of each security included in the unit. Thus, the unit will have
the rights and obligations of a holder of each included security. Units will be issued pursuant to the terms of a unit agreement, which
may provide that the securities included in the unit may not be held or transferred separately at any time or at any time before a specified
date. A copy of the forms of the unit agreement and the unit certificate relating to any particular issue of units will be filed with
the SEC each time we issue units, and you should read those documents for provisions that may be important to you. For more information
on how you can obtain copies of the forms of the unit agreement and the related unit certificate, see “Where You Can Find More
Information.”
The
prospectus supplement relating to any particular issuance of units will describe the terms of those units, including, to the extent applicable,
the following:
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the
designation and terms of the units and the securities comprising the units, including whether and under what circumstances those
securities may be held or transferred separately; |
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any
provision for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
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whether
the units will be issued in fully registered or global form. |
PLAN
OF DISTRIBUTION
We
may sell the securities from time to time, by a variety of methods, including the following:
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on
any national securities exchange or quotation service on which our securities may be listed at the time of sale, including Nasdaq; |
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in
the over-the-counter market; |
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in
transactions otherwise than on such exchange or in the over-the-counter market, which may include privately negotiated transactions
and sales directly to one or more purchasers; |
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through
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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through
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
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through
underwriters, broker-dealers, agents, in privately negotiated transactions, or any combination of these methods; |
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through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
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a
combination of any of these methods; or |
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by
any other method permitted pursuant to applicable law. |
The
securities may be distributed from time to time in one or more transactions:
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at
a fixed price or prices, which may be changed; |
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at
market prices prevailing at the time of sale; |
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at
prices related to such prevailing market prices; or |
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers
to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus
supplement.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities
for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell
the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities
Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to
be underwriting discounts and commissions. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or
FINRA, the maximum amount of underwriting compensation, including underwriting discounts and commissions, to be paid in connection with
any offering of securities pursuant to this prospectus may not exceed 8% of the aggregate principal amount of securities offered. We
may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities
Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
The securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons
participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This
may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more
securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making
purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain
the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions
allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization
transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that
which might otherwise prevail in the open market. These transactions may be discontinued at any time.
If
indicated in the applicable prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers
by institutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement,
pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These
purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational
and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered
by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States
to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance
of these contracts.
We
may engage in at-the-market offerings into an existing trading market in accordance with rule 415(a)(4) under the Securities Act. In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the
third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us, or borrowed from us or others to settle those sales or to close out any related
open borrowings of common stock, and may use securities received from us in settlement of those derivatives to close out any related
open borrowings of our common stock. In addition, we may loan or pledge securities to a financial institution or other third party that
in turn may sell the securities using this prospectus and an applicable prospectus supplement. Such financial institution or other third
party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of
the securities offered by this prospectus, and any supplement thereto, will be passed upon by Sichenzia Ross Ference LLP.
EXPERTS
The
consolidated financial statements of the Company as of December 31, 2021 and 2020 incorporated in this prospectus by reference from the
Company’s Annual Report on Form 10-K for the year ended December 31, 2021 have been audited by M&K CPAS, PLLC, an independent
registered public accounting firm, as stated in their report thereon, and have been incorporated by reference in this prospectus and
registration statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
743,716 shares of Common Stock
PROSPECTUS
SUPPLEMENT
November
27, 2024
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