UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 01-41768

SRM Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Nevada		32-0686534
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification)

941 W Morse Blvd

Suite 100

Winter Park, FL 32789

(Address of principal executive offices, including zip code)

407-230-8100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, $.0001 par value per share		SRM		Nasdaq

Securities Registered Pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such fi les). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Non-accelerated filer ☒		Smaller Reporting Company ☒

Accelerated filer ☐		Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2024, there were 12,265,500 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding, of these, 5,279,064 shares were held by non-affiliates of the registrant. The market value of securities held by non-affiliates was $6,651,621 as of June 30, 2024, based on the closing price of $1.26 for the registrant’s common stock on June 30, 2024.

The number of shares outstanding of each of the registrant’s classes of common stock, as of March 25, 2025, was 17,243,610.

TABLE OF CONTENTS

PART I		4

ITEM 1. BUSINESS		4

ITEM 1A. RISK FACTORS		5

ITEM 1B. UNRESOLVED STAFF COMMENTS		13

ITEM 1C. CYBERSECURITY		13

ITEM 2. PROPERTIES		14

ITEM 3. LEGAL PROCEEDINGS		14

ITEM 4. MINE SAFETY DISCLOSURES.		14

PART II		15

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES		15

ITEM 6. RESERVED		15

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		16

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		20

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		20

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES		20

ITEM 9A. CONTROLS AND PROCEDURES		21

ITEM 9B. OTHER INFORMATION		22

PART III		22

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		22

ITEM 11. EXECUTIVE COMPENSATION		26

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		28

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		29

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES		29

PART IV		30

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES		30

SIGNATURES		31

	●	changes in the pricing policies of, or the introduction of new products by, us or our competitors;

	●	introductions of new technologies and changes in consumer preferences that result in either unanticipated or unexpectedly rapid product category shifts;

	●	slow or negative growth in the toy, souvenir, theme park, and related markets;

	●	seasonal shifts in end-market demand for our products;

	●	delays in the introduction of new products by us or market acceptance of these products;

	●	unanticipated decreases or delays in purchases of our products by our significant retailers, distributors and other channel partners;

	●	supply constraints from our vendors;

	●	unanticipated increases in costs, including air freight, associated with shipping and delivery of our products;

	●	the inability to maintain stable operations by our suppliers and other parties with whom we have commercial relationships;

	●	discovery of security vulnerabilities in our products, services or systems, leading to negative publicity, decreased demand or potential liability;

	●	foreign currency exchange rate fluctuations in the jurisdictions where we transact sales and expenditures in local currency;

	●	excess levels of inventory and low turns;

	●	changes in or consolidation of our sales channels and wholesale distributor relationships or failure to manage our sales channel inventory and warehousing requirements;

	●	delay or failure to fulfill orders for our products on a timely basis;

	●	delay or failure of our retailers, distributors and other channel partners to purchase at their historic volumes or at the volumes that they or we forecast;

	●	changes in tax rates or adverse changes in tax laws that expose us to additional income tax liabilities;

	●	changes in U.S. and international tax policy, including changes that adversely affect customs, tax or duty rates, as well as income tax legislation and regulations that affect the countries where we conduct business;

	●	operational disruptions, such as transportation delays or failure of our order processing system, particularly if they occur at the end of a fiscal quarter;

	●	disruptions or delays related to our financial and enterprise resource planning systems;

	●	our inability to accurately forecast product demand, resulting in increased inventory exposure;

	●	allowance for doubtful accounts exposure with our existing retailers, distributors and other channel partners and new retailers, distributors and other channel partners, particularly as we expand into new international markets;

	●	geopolitical disruption, including sudden changes in immigration policies, leading to disruption in our workforce or delay or even stoppage of our operations in manufacturing, transportation, technical support and research and development;

	●	terms of our contracts with channel partners or suppliers that cause us to incur additional expenses or assume additional liabilities;

	●	an increase in price protection claims, redemptions of marketing rebates, product warranty and stock rotation returns or allowance for doubtful accounts;

	●	litigation involving alleged patent infringement;

	●	epidemic or widespread product failure, or unanticipated safety issues, in one or more of our products;

	●	failure to effectively manage our third-party customer support partners, which may result in customer complaints and/or harm to the SRM brand;

	●	our inability to monitor and ensure compliance with our code of ethics, our anti-corruption compliance program and domestic and international anti-corruption laws and regulations, whether in relation to our employees or with our suppliers or retailers, distributors or other channel partners;

	●	labor unrest at facilities managed by our third-party manufacturers;

	●	workplace or human rights violations in certain countries in which our third-party manufacturers or suppliers operate, which may affect the SRM brand and negatively affect our products’ acceptance by consumers;

	●	unanticipated shifts or declines in profit by geographical region that would adversely impact our tax rate;

	●	failure to implement and maintain the appropriate internal controls over financial reporting, which may result in restatements of our financial statements; and

	●	any changes in accounting rules.

	●	our channel partner agreements generally do not require minimum purchases;

	●	our retailers, distributors and other channel partners can stop purchasing and stop marketing our products at any time; and

	●	our channel partner agreements generally are not exclusive.

	●	changes in tax laws or the regulatory environment;

	●	changes in accounting and tax standards or practices;

	●	changes in the composition of operating income by tax jurisdiction; and

	●	our operating results before taxes.

	●	We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements is time-consuming and results in increased costs to us and could have a negative effect on our results of operations, financial condition or business.

	●	Certain of our stockholders hold a significant percentage of our outstanding voting securities, which could reduce the ability of minority stockholders to effect certain corporate actions.

	●	identify the contract with a customer;

	●	identify the performance obligations in the contract;

	●	determine the transaction price;

	●	allocate the transaction price to performance obligations in the contract; and

	●	recognize revenue as the performance obligation is satisfied.

	For the Years Ended December 31,
	2024			2023
Numerator:
Net (loss)	$	(4,339,345	)	$	(2,053,859	)

Denominator:
Denominator for basic earnings per share - Weighted-average shares of common stock issued and outstanding during the period		11,623,191			7,688,523
Denominator for diluted earnings per share		11,623,191			7,688,523
Basic (loss) per share	$	(0.37	)	$	(0.27	)
Diluted (loss) per share	$	(0.37	)	$	(0.27	)

	1.	Enhanced Expense Disclosures: Public entities must now disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included in each reported measure of segment profit or loss.

	2.	Disclosure of Other Segment Items: Entities are required to disclose an amount for “other segment items” by reportable segment, representing the difference between reported segment revenues and the sum of significant segment expenses and the reported measure of segment profit or loss. A qualitative description of the composition of these other segment items is also required.

	3.	Interim Reporting Requirements: All annual disclosures about a reportable segment’s profit or loss and assets, including the new disclosures introduced by ASU 2023-07, must now be provided in interim periods as well.

	4.	Single Reportable Segment Entities: Public entities with a single reportable segment are explicitly required to provide all segment disclosures mandated by ASC 280, including those introduced by ASU 2023-07. This clarification ensures that users receive comprehensive information about the entity’s operations and performance.

	5.	Disclosure of CODM Information: Entities must disclose the title and position of the CODM and explain how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and allocating resources.

	December 31, 2024			December 31, 2023
Sales	$	4,311,382		$	5,760,533
Cost of Sales		3,456,151			4,443,083
Gross Profit (Loss)		855,231			1,317,450
Total expenses		5,194,576			3,371,309
Net Income (Loss)	$	(4,339,345	)	$	(2,053,859	)

	●	launch sales initiatives,

	●	fund our operations and working capital requirements,

	●	develop and execute our product development and market introduction plans,

	●	fund research and development efforts, and

	●	pay any expense obligations as they come due.

Name	Age	Position(s)
Richard Miller	57	Chief Executive Officer
Douglas O. McKinnon	74	Chief Financial Officer
Christopher Marc Melton	53	Independent Director
Gary Herman	60	Independent Director
Hans Haywood	57	Independent Director

	●	selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

	●	helping to ensure the independence and performance of the independent registered public accounting firm;

	●	discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

	●	developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

	●	reviewing our policies on risk assessment and risk management;

	●	reviewing related party transactions;

	●	obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

	●	approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

	●	reviewing and approving, or recommending that our Board approve, the compensation of our executive officers;

	●	reviewing and recommending that our Board approve the compensation of our directors;

	●	reviewing and approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers;

	●	administering our stock and equity incentive plans;

	●	selecting independent compensation consultants and assessing conflict of interest compensation advisers;

	●	reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans; and

	●	reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

	●	identifying and recommending candidates for membership on our Board;

	●	including nominees recommended by stockholders;

	●	reviewing and recommending the composition of our committees;

	●	overseeing our code of business conduct and ethics, corporate governance guidelines and reporting; and

	●	making recommendations to our Board concerning governance matters.

						Stock		Option		All Other		Total
Name and Principal		Salary		Bonus		Awards		Awards		Compensation		Compensation
Position	Year	($)		($)		($)⁽³⁾		($)⁽³⁾		($)⁽⁴⁾		($)
Richard Miller ⁽¹⁾⁽⁴⁾	2023	$	175,000	$	50,000	$	-	$	-	$	25,000	$	250,000
Chief Executive Officer	2024	$	201,979	$	-	$	-	$	-	$	25,000	$	226,979

Douglas O. McKinnon⁽²⁾⁽⁴⁾	2023	$	61,875	$	25,000	$	-	$	-	$	12,500	$	99,375
Chief Financial Officer	2024	$	181,500	$	-	$	-	$	-	$	25,000	$	206,500

Taft Flitner	2023	$	100,000	$	68,717	$	-	$	-	$	-	$	168,617
President	2024	$	103,000	$	80,382	$	-	$	-	$	-	$	183,382

	1.	Mr. Miller was appointed as Chief Executive Officer on January 1, 2023.

	2.	Mr. McKinnon was appointed Chief Financial Officer on August 14, 2023.

	3.	There were no equity incentive plan compensation, option awards, nor stock awards in 2024 and 2023.

	4.	Mr. Miller and Mr. McKinnon were each paid $25,000 for Director fees in 2024.

Market Capitalization Goals		Value of RSA or Options to be Awarded
$	50,000,000	$	250,000
$	100,000,000	$	500,000
$	500,000,000	$	1,000,000

Directors	2024		2023
Richard Miller	$	25,000	$	25,000
Douglas O. McKinnon	$	25,000	$	25,000
Christopher Marc Melton	$	25,000	$	25,000
Gary Herman	$	25,000	$	25,000
Hans Haywood	$	25,000	$	25,000

	Shares of		% of Shares of
	Common Stock		Common Stock
	Beneficially		Beneficially
Name of Beneficial Owner	Owned		Owned
Directors and Officers:

Richard Miller ⁽¹⁾		900,000		3.3	%
Chief Executive Officer and Director

Douglas McKinnon ⁽²⁾		436,388		1.3	%
Chief Financial Officer and Director

Taft Flitner ⁽³⁾		450,000		1.7	%
President

Deborah McDaniel-Hand ⁽⁴⁾		300,000		1.1	%
Vice President of Production, Development and Operations

Gary Herman ⁽⁵⁾		70,000		*
Director

Hans Haywood ⁽⁵⁾		70,000		*
Director

Christopher Melton ⁽⁵⁾		70,000		*
Director

Officers and Directors, as a group (7 persons)		2,296,388		7.4	%

Safety Shot, Inc.		2,347,142		12.9	%

Jordan Schur		1,750,000		9.6	%

Exhibit		Incorporated by Reference			Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
3.1	Articles of Incorporation of SRM Entertainment, Inc.	S-1	3.1	05/26/2023
3.2	Bylaws of SRM Entertainment, Inc.	S-1	3.2	05/26/2023
3.3	Amendment to the Bylaws of SRM Entertainment, Inc.	S-1	3.3	05/26/2023
4.1	Description of Securities				X
4.2	Form of Common Stock Certificate of SRM Entertainment, Inc.	S-1

SEC Form 10-K filed by SRM Entertainment Inc.