Note 14 - Warrants and Options

Warrants

During the year ended December 31, 2024, the Company reached a settlement with Bigger Capital Fund LP, (“Bigger”) for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024 (see Note 14). Under the terms of the Settlement the Company agreed to cancel 1,656,050 original warrants with an exercise price of $1.40 held by Bigger in exchange for 5,332,889 “exchange” warrants with an exercise price of $0.4348. The fair value of the exchange warrants is $2,732,329 which is offset by the unamortized value of $439,028 of the original warrants.

Schedule of Fair Value Using Black Scholes Method

The following table summarize all warrants outstanding as of March 31, 2026 and December 31, 2025, and the related changes during the period. Exercise price is the weighted average for the respective warrants at end of period. Both the amount of warrants and their weighted average exercise price reflect the 1 for 35 split that was effected during December of 2025.

Summary of Warrant Outstanding

Stock Options

The following table summarize all stock options outstanding as of March 31, 2026 and December 31, 2025, and the related changes during the period. Exercise price is the weighted average for the respective stock options at end of period. Both the amount of stock options and their weighted average exercise price reflect the 1 for split that was effected during December of 2025.

Schedule of Option Outstanding

During the year ended December 31, 2025, the Company granted a total of 111,309 5five-year options to employees of the Company of which 16,142 have vesting schedule from one to three years with an exercise price between $12.95, $22.02 and 28,535 which vested immediately upon grant with exercise prices between $11.55 and $17.15, 7,143 options which vest over varying schedules through 2026 at an exercise prices of $15.75. Additionally, the Company granted 52,346 options with exercise prices ranging from $12.59 to $241.09 which vested immediately.

The fair value of these options was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date. For options granted to employes, we use a plain vanilla Black-Scholes calculation to calculate fair value with standard market inputs.

 Schedule of Fair Value Using Black Scholes Method

On March 31, 2026 and December 31, 2025 the Company had 531,199 options outstanding for each year.

Legal Proceedings.

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

On September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd. filed a lawsuit against the Company in the federal district court for the Southern District of New York case captioned Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc., No.1:23-cv-07874-KPF (the “Litigation”). Sabby’s initial complaint in the Litigation alleges that the Company’s delayed spin-off and distribution of the common stock of “SRM” Entertainment. Inc. give rise to claims of breach-of-contact, promissory estoppel, and negligent misrepresentation. On November 10, 2023, Jupiter sought judicial permission to move to dismiss Sabby’s complaint, arguing that Sabby had no legal right to the delayed distribution occurring on the original record date, and that regardless, no law requires the Company to compensate Sabby for the costs of covering its short position against the Company. The Litigation was dismissed with prejudice by the federal district court for the Southern District of New York on September 23, 2024. On October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States Court of Appeals for the Second Circuit. In or around March of 2025, Sabby was successful in its appeal to the Second Circuit and the lower court’s ruling was overturned as to Sabby’s breach of contract claim – Sabby’s remaining claims were dismissed. On or about July 1, 2025, the Second Circuit denied the Company’s petition for reconsideration. On May 6, 2026, the Company agreed to settle the Litigation by agreeing to pay Sabby $250,000 in exchange for a dismissal of the case and a full release from any claims related to the Litigation.

On February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd. sued the Company in the federal district court for the Southern District of New York, case captioned, Sabby Volatility Warrant Master Fund Ltd. v. Safety Shot, Inc., No. 1:24-cv-920-NRB (the “Litigation”). Sabby’s initial complaint alleges that the Company has improperly refused to honor Sabby’s exercise of a Warrant to acquire 2,105,263 shares of common stock. On March 8, 2024, Sabby filed an amended complaint. The Company answered the amended complaint. Sabby seeks “liquidated and compensatory damages in an amount to be proven at trial,” including compensatory damages “estimated to be at least $750,000,” liquidated damages “estimated to be at least $600,000,” specific performance, attorneys’ fees, expenses and costs. The Company does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity. The Company has made an offer of $1.5 million to settle this matter. In January of 2026 the Company participated in a trial in the Litigation as to damages only and is awaiting the Court’s ruling. The offer of $1.5 million was accrued as of December 31, 2025 and remains as an accrued expense as of March 31, 2026.

On January 16, 2025, Carla Olson, on behalf of herself and a putative class of similarly situated individuals, filed a Class and Representative Action against Yerbaé, LLC, in the Superior Court of the State of California for the County of San Diego, alleging, among other things, violations of various provisions of the California Labor Code, the Industrial Welfare Commissions Wage Order No. 4 and the Private Attorneys General Act (the “Litigation”). The Plaintiff alleges, among other things, that Yerbaé willfully misclassified brand ambassadors as independent contractors rather than employees and seeks to recover, among other things, unpaid wages, meal and rest break premiums, expense reimbursements and statutory penalties. On or about December 15, 2025, the Company agreed to settle the Litigation by agreeing to pay $75,000 in exchange for a dismissal of the case and a full release from any claims related to the Litigation.

On September 3, 2025, the Company has reached a settlement with Brian John, the former CEO of Jupiter Wellness, whereby Mr. John had an alleged claim for certain shares of SRM (TRON) stock (the “Settlement”). As part of the settlement, the Company agreed to give Mr. John 100,000 shares of its TRON stock. In turn, Mr. John has agreed to register 500,000 shares of the Company’s Caring Brand shares. The Settlement contains customary mutual releases of all potential claims that the parties may have against each other and covenants not to sue.

On or about July 29, 2025, the Company settled a dispute with Iroquois Master Fund, Ltd. and Iroquois Capital Investment Group (collectively “Iroquois”) whereby the Company agreed to pay Iroquois $2.5 million in exchange for a full release of all claims by Iroquois. (the “Dispute”). The Dispute stemmed from Iroquois alleged ownership and attempt to do a cashless exercise of certain Company stock warrants. The Company paid the settlement amount of $2.5 million in full by July 31, 2025.

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.