Safety Shot’s Spin-Off Stumbles: Nasdaq Rejection and Investor Uncertainty

Safety Shot, Inc. (NASDAQ: SHOT), a micro-cap wellness firm behind the patented blood-alcohol-lowering supplement Sure Shot, faces a critical setback after Nasdaq rejected its plan to list shares of its subsidiary, Caring Brands, Inc. (CABR). The postponement of the spin-off’s record date—originally set for April 7, 2025—has left investors in limbo, as regulatory hurdles now threaten the viability of a transaction central to the company’s restructuring strategy.

The Regulatory Impasse

The spin-off’s collapse hinges on Nasdaq’s refusal to approve Caring Brands’ listing application. For the distribution to proceed, two conditions were required:
1. SEC approval of Caring Brands’ Registration Statement (Form S-1, File No. 333-285964), which remains pending.
2. Nasdaq listing approval, which was denied without specifics.

The spin-off terms, which would have granted shareholders 1 CABR share for every 45 shares of SHOT held, now hang in the balance. A delayed timeline or remediation plan has not been disclosed, raising concerns about whether the transaction can ever proceed.

Data visualization showing SHOT’s stock price decline amid regulatory uncertainty.

Why This Matters for Investors

The postponement amplifies risks for shareholders in multiple ways:
- Fractional shares: Investors holding fewer than 45 shares of SHOT would receive nothing, as fractional shares are rounded down. The distribution agent, ClearTrust, LLC, will finalize allocations once the record date is rescheduled.
- Micro-cap fragility: With a market capitalization of ~$34 million, Safety Shot lacks the financial cushion to absorb prolonged regulatory delays. Its weak current ratio of 0.27 (below the 1.0 threshold for liquidity health) underscores operational vulnerabilities.
- Listing requirements: Nasdaq’s denial likely reflects concerns about Caring Brands’ financial metrics, governance, or compliance. For example, the exchange typically requires minimum shareholder equity or revenue thresholds, which Caring Brands may not meet.

The Business Context: Beyond the Spin-Off

Safety Shot’s core business—expanding B2B sales of Sure Shot—remains unaffected. The company plans to boost distribution through retailers and online platforms, leveraging the supplement’s patent-protected formula. However, the spin-off’s delay could divert management focus and resources. Separately, a pending acquisition of Yerbae, a plant-based energy drink firm, remains on track but is unrelated to the CABR impasse.

Risks and Investor Considerations

• Regulatory dependency: The spin-off’s success now hinges entirely on Nasdaq’s revised approval, with no timeline provided.
• SEC registration: Even if Nasdaq relents, the SEC’s delayed Form S-1 approval adds further uncertainty.
• Shareholder value: If the spin-off fails, CABR shares cannot be traded or distributed, potentially diluting SHOT’s equity value.

Conclusion: A Crossroads for Safety Shot

The Nasdaq rejection has exposed critical flaws in Safety Shot’s corporate planning. With a micro-cap valuation and weak financials, the company’s ability to resolve the listing issue within a reasonable timeframe is questionable. Investors should scrutinize Nasdaq’s specific concerns (if disclosed) and monitor SEC filings for updates on the Form S-1.

The data paints a cautionary picture:
- SHOT’s stock price has trended downward since late 2023, reflecting growing investor skepticism (see visualization).
- The company’s Financial Health Score of 1.19 (on a 1–10 scale) ranks in the bottom quartile of public companies, per third-party metrics.
- With $0.41 per share in trailing revenue and no earnings, the spin-off’s failure could intensify liquidity pressures.

Until Nasdaq’s objections are addressed—and a revised timeline emerges—the spin-off’s “indefinite postponement” remains a material risk for shareholders. For now, Safety Shot’s journey through regulatory quicksand continues.