UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
On
For
the quarterly period ended September 30, 2025
or
☐
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______________to_____________
Commission
File Number 001-39569
BONK,
INC.
(Exact
name of registrant as specified in charter)
Delaware
83-2455880
(State
or other jurisdiction
(IRS
Employer
of
incorporation or organization)
Identification
No.)
18801
N Thompson Peak Pkwy Ste 380,
Scottsdale ,
AZ
85255
(Address
of principal executive offices)
(Zip
Code)
(561)
244-7100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of exchange on which registered
Common
Stock, $.001 par value per share
BNKK
Nasdaq
Warrants
to purchase shares of common stock
BNKKW
Nasdaq
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 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 files). ☒ YES ☐ NO
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an 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
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☒
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 pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As
of November 15, 2025, there were 183,976,283 shares of the registrant’s common stock outstanding.
FORM
10-Q
TABLE
OF CONTENTS
PART I - FINANCIAL INFORMATION
Item
1.
Financial Statements
F-1
Item
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2
Item
3.
Quantitative and Qualitative Disclosures About Market Risk
9
Item
4.
Controls and Procedures
9
PART II - OTHER INFORMATION
Item
1.
Legal Proceedings
10
Item
1A.
Risk Factors
11
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
11
Item
3.
Defaults Upon Senior Securities
11
Item
4.
Mine Safety Disclosures
11
Item
5.
Other Information
11
Item
6.
Exhibits
12
SIGNATURES
13
PART
I - FINANCIAL INFORMATION
This
Quarterly Report on Form 10-Q includes the accounts of Bonk, Inc., a Delaware corporation (“Bonk”). References in this Report
to “we”, “our”, “us” or the “Company” refer to Bonk, Inc. and its consolidated subsidiaries
unless the context dictates otherwise.
FORWARD
LOOKING STATEMENTS
Certain
statements in this report, including information incorporated by reference, are “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect current views about future events and financial
performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations,
beliefs or other statements that are not statements of historical fact. Words such as “will,” “may,” “should,”
“could,” “would,” “expects,” “plans,” “believes,” “anticipates,”
“intends,” “estimates,” “approximates,” “predicts,” “forecasts,” “potential,”
“continue,” or “projects,” or the negative or other variation of such words, and similar expressions may identify
a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated
growth and trends in our businesses, our goals, strategies, focus and plans, and other characterizations of future events or circumstances,
including statements expressing general optimism about future operating results and the development of our products, are forward-looking
statements.
Although
forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can
only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and
uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the
forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation,
those specifically addressed under the heading “Risk Factors” below, as well as those discussed elsewhere in this Quarterly
Report on Form 10-Q. Readers are urged not to place undue reliance on these forward- looking statements, which speak only as of the date
of this Quarterly Report on Form 10-Q. We file reports with the Securities and Exchange Commission (“SEC”). The public can
read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.
You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC, including us.
We
undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise
after the date of this Quarterly Report on Form 10-Q. Readers are urged to carefully review and consider the various disclosures made
throughout the entirety of this Quarterly Report on Form 10-Q, which attempt to advise interested parties of the risks and factors that
may affect our businesses, financial condition, results of operations and prospects.
1
Item
1. Financial Statements
Bonk,
Inc.
Page
Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 (Audited)
F-2
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)
F-3
Consolidated Statements of Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)
F-4
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)
F-6
Notes to the Consolidated Financial Statements (Unaudited)
F-7
F- 1
Bonk,
Inc.
Consolidated
Balance Sheets
September 30, 2025
December 31, 2024
(Unaudited)
(Audited)
ASSETS
Current assets:
Cash
$ 8,960,261
$ 348,816
Marketable securities
54,720
54,720
Digital assets
23,295,649
-
Inventory
890,841
233,510
Accounts receivable
357,990
283,561
Other receivable – related party
21,535,069
-
Prepaid expenses and deposits
3,157,984
920,189
Investment in Yerbae Brands
-
225,000
Investment in affiliate
3,000
3,000
Equity-method investment
98,998
-
Investment
98,998
-
Note receivable
139,405
511,557
Total current assets
58,493,917
2,580,353
Non-current assets:
Right of use assets
45,805
299,722
Goodwill
12,594,180
-
Related party revenue sharing – other asset, net of amortization
2,195,379
-
Intangible assets, net of amortization
7,637,261
4,364,321
Fixed assets, net of depreciation
75,134
94,007
Total non-current assets
22,547,759
4,758,050
TOTAL ASSETS
$ 81,041,676
$ 7,338,403
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Accounts payable
$ 3,061,657
$ 2,218,810
Accrued expenses
2,079,295
1,667,605
Notes payable, current portion
275,000
Convertible notes
-
5,250,000
COVID-19 SBA loan
48,805
47,928
Current portion of lease liability
57,700
212,964
Total current liabilities
5,522,457
9,397,307
Non-current liabilities:
Long-term portion lease liability
-
114,148
Total non-current liabilities
-
114,148
Total liabilities
5,522,457
9,511,455
Shareholders’ equity (deficit):
Preferred stock, $ 0.001 par value, 1,000,000 shares authorized of which 182,205 and none are issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
182
-
Common stock, $ .001 par value, 1,000,000,000 shares authorized, of which 171,441,738 and 62,640,314 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
171,441
62,640
Additional paid-in capital
193,290,065
110,856,719
Common stock payable
22,897,150
1,997,936
Accumulated deficit
( 140,839,619 )
( 115,090,347 )
Total shareholders’ equity (deficit)
75,519,219
( 2,173,052 )
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
$ 81,041,676
$ 7,338,403
The
accompanying notes are an integral part of these unaudited financial statements.
F- 2
Bonk,
Inc.
Consolidated
Statement of Operations
(Unaudited)
2025
2024
2025
2024
Three
Months Ended
September 30,
Nine
Months Ended
September 30,
2025
2024
2025
2024
Beverage
sales
$ 1,514,817
$ 110,213
$ 1,601,865
$ 519,793
Related party income from digital assets
509,085
-
509,085
-
Cost
of sales
1,480,760
402,399
1,522,942
2,549,099
Gross
profit
543,142
( 292,186 )
588,008
( 2,029,306 )
Operating
expenses:
General
and administrative
17,215,566
11,348,320
26,990,405
32,923,489
Total
operating costs and expenses
17,215,566
11,348,320
26,990,405
32,923,489
Other
income (expense):
Interest
income
72,227
9,484
64,863
40,699
Interest
expense
( 273,711 )
( 67,404 )
( 496,840 )
( 252,108 )
Loss on settlement
( 4,278,036 )
-
( 4,640,465 )
-
Gain
(loss) on sale of marketable securities
-
-
180,556
( 46,658 )
Realized
gain on sale of stock
500,000
68,333
500,000
231,159
Loss on exchange
( 120,446
)
-
( 120,446
)
-
Gain
on debt extinguishment
-
-
-
-
Unrealized loss on digital asset
( 7,213,473
)
-
( 7,213,473
)
-
Unrealized
gain (loss) on equity investment
( 5,595,353 )
-
12,594,998
( 599,155 )
Total
other income (expense)
( 16,908,792 )
10,413
869,193
( 626,063 )
Loss
from operations
$ ( 33,581,216 )
$ ( 11,630,093 )
$ ( 25,533,204 )
$ ( 35,578,858 )
Loss
from discontinued operations
-
( 299,184 )
-
( 299,184 )
Net
loss
$ ( 33,581,216 )
$ ( 11,929,277 )
$ ( 25,533,204 )
$ ( 35,878,042 )
Net
income (loss) per share:
Basic
$ ( 0.22 )
$ ( 0.21 )
$ ( 0.25 )
$ ( 0.69 )
Weighted
average shares outstanding - basic
150,285,425
55,930,639
101,203,168
51,713,368
The
accompanying notes are an integral part of these unaudited financial statements.
F- 3
Bonk,
Inc.
Consolidated
Statement of Shareholders’ Equity (Deficit)
For
the Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited)
Preferred A Stock
Preferred B Stock
Preferred C Stock
Common Stock
Number of
Shares
Par Value
Number of
Shares
Par Value
Number of
Shares
Par Value
Number
of
Shares
Par Value
Additional
Paid-In-Capital
Common Stock Payable
Accumulated
Deficit
Total
Balance, December 31, 2024
-
$ -
-
$ -
-
$ -
62,640,314
$ 62,640
$ 110,856,719
$ 1,997,936
$ ( 115,090,347 )
$ ( 2,173,052 )
Common stock issued for services
-
-
-
-
-
-
1,570,000
1,570
1,713,930
( 756,250 )
-
959,250
Common stock due for bonus
-
-
-
-
-
-
-
-
-
347,500
-
347,500
Common stock issued for litigation settlement
-
-
-
-
-
-
1,927,640
1,928
807,680
( 809,608 )
-
-
Common stock issued for private placement
-
-
-
-
-
-
9,038,650
9,039
3,797,734
1,165,198
-
4,971,971
Fair value of options granted
-
-
-
-
-
-
-
-
678,626
-
-
678,626
Net Income (loss)
-
-
-
-
-
-
-
-
-
-
( 5,326,933 )
( 5,326,933 )
Balance, March 31, 2025
-
-
-
-
-
-
75,176,604
75,177
117,854,689
1,944,776
( 120,417,280 )
( 542,638 )
Common stock issued in connection with Yerbae acquisition
-
-
-
-
-
-
19,881,948
19,882
5,964,584
-
( 216,070 )
5,768,396
Common stock issued for cash
-
-
-
-
-
-
3,093,817
3,094
967,707
249,998
-
1,220,799
Common stock issued in exchange for settlement of payables
-
-
-
-
-
-
6,900,000
6,900
1,454,900
-
-
1,461,800
Common stock issued for settlement
-
-
-
-
-
-
1,143,347
1,142
464,248
( 65,390 )
-
400,000
Shares issued for employee bonus
-
-
-
-
-
-
250,000
250
347,250
( 347,500 )
-
-
Common stock issued for services
-
-
-
-
-
-
1,855,244
1,855
481,629
335,375
-
818,859
Conversion of Common stock to Preferred stock
39,993
40
-
-
-
-
( 6,575,025 )
( 6,575 )
6,535
-
-
( 0 )
Warrant purchase agreement
-
-
-
-
-
-
-
-
500,000
-
-
500,000
Stock compensation expense
-
-
-
-
-
-
-
-
86,206
-
-
86,206
Net Income (loss)
-
-
-
-
-
-
-
-
-
-
13,374,947
13,374,947
Balance, June 30, 2025
39,993
$ 40
-
$ -
-
$ -
101,725,935
$ 101,725
$ 128,127,748
$ 2,117,259
$ ( 107,258,403 )
$ 23,088,369
Common stock issued for cash
-
-
-
-
-
-
35,560,434
35,560
20,151,795
( 1,040,998 )
-
19,146,357
Common stock issued in exchange for settlement of payables
-
-
-
-
-
-
16,350,000
16,350
3,010,132
-
-
3,026,482
Common stock issued for settlement
-
-
1,262,500
1,263
749,015
( 81,680
)
-
668,598
Common stock issued for services
-
-
625,000
625
263,750
( 264,375 )
-
-
Common stock due for services
264,375
264,375
Loss on Preferred stock A issued for common stock exchange
120,446
120,446
Preferred stock B issued for convertible note
-
-
7,212
7
-
-
-
-
5,408,518
-
-
5,408,525
Preferred stock C issued for Digital Asset Agreement
-
-
-
-
135,000
135.00
-
-
27,284,852
-
27,284,987
Warrant purchase agreement
-
-
200,000
200
49,800
-
50,000
Exchange of common stock for Series A preferred stock
-
-
-
-
-
-
-
-
-
-
-
-
Stock compensation expense
-
-
-
-
-
-
15,717,869
15,718
7,657,092
367,500
-
8,040,310
Fair value of options granted
466,917
466,917
Common Stock to be issued for digital asset agreement
-
-
-
-
-
-
-
-
-
21,535,069
-
21,535,069
Net Income (loss)
-
-
-
-
-
-
-
-
-
-
( 33,581,216 )
( 33,581,216 )
Balance, September 30, 2025
39,993
$ 40
7,212
$ 7
135,000
$ 135
171,441,738
$ 171,441
$ 193,290,065
$ 22,897,150
$ ( 140,839,620 )
$ 75,519,219
F- 4
Preferred A Stock
Preferred B Stock
Preferred C Stock
Common Stock
Number of
Shares
Par Value
Number of
Shares
Par Value
Number of
Shares
Par Value
Number
of
Shares
Par Value
Additional
Paid-In-Capital
Common Stock Payable
Accumulated
Deficit
Total
Balance, December 31, 2023
-
$ -
-
$ -
-
$ -
45,634,154
$ 45,634
$ 73,726,987
$ 725,230
$ ( 65,680,715 )
$ 8,817,136
Common stock issued from stock payable for services
-
-
-
-
-
-
100,000
100
113,400
( 113,500 )
-
-
Common stock issued from stock payable on extinguishment of debt
-
-
-
-
-
-
262,000
262
244,782
( 245,044 )
-
-
Common stock due for services
-
-
-
-
-
-
-
-
-
48,400
-
48,400
Common stock due on warrant conversions
-
-
-
-
-
-
-
-
-
2,800
-
2,800
Common stock issued for services
-
-
-
-
-
-
450,000
450
614,050
-
-
614,500
Common stock issued for warrant conversions
-
-
-
-
-
-
2,774,119
2,774
3,789,441
-
-
3,792,215
Fair value of options granted
-
-
-
-
-
-
-
-
7,970,134
-
-
7,970,134
Net loss
-
-
-
-
-
-
-
-
-
-
( 15,674,671 )
( 15,674,671 )
Balance, March 31, 2024
-
-
-
-
-
-
49,220,273
49,220
86,458,794
417,886
( 81,355,386 )
5,570,514
Shares issued from Stock payable for services
-
-
-
-
-
-
20,000
20
48,380
( 48,400 )
-
-
Shares issued from Stock payable - conv note extinguishment
-
-
-
-
-
-
-
-
-
344,196
-
344,196
Shares due for services
-
-
-
-
-
-
-
-
31,500
-
-
31,500
Shares due on warrant conversion
-
-
-
-
-
-
-
-
-
( 2,800 )
-
( 2,800 )
Shares issued for employee bonus
-
-
-
-
-
-
250,000
250
347,250
-
-
347,500
Shares issued for private placement
-
-
-
-
-
-
2,369,668
2,370
4,997,630
-
-
5,000,000
Warrant conversion
-
-
-
-
-
-
156,008
156
153,844
-
-
154,000
Shareholder investment
-
-
-
-
-
-
-
-
-
1,000,000
-
1,000,000
Fair value of options granted
-
-
-
-
-
-
-
-
2,298,635
-
-
2,298,635
Net loss
-
-
-
-
-
-
-
-
-
-
( 8,274,094 )
( 8,274,094 )
Balance, June 30, 2024
-
$ -
-
$ -
-
$ -
52,015,949
$ 52,016
$ 94,336,033
$ 1,710,882
$ ( 89,629,480 )
$ 6,469,451
Balance
-
$ -
-
$ -
-
$ -
52,015,949
$ 52,016
$ 94,336,033
$ 1,710,882
$ ( 89,629,480 )
$ 6,469,451
Shares issued from Stock payable - conv note extinguishment
-
-
-
-
-
-
330,957
332
343,864
( 344,196 )
-
-
Shares to be issued from Stock Payable - Conv not extinguishment
-
-
-
-
-
-
-
-
-
1,543,208
-
1,543,208
Shares due for services
-
-
-
-
-
-
2,057,436
2,057
2,553,343
-
-
2,555,400
Shares issued for employee bonus
-
-
-
-
-
-
250,000
250
347,250
-
-
347,500
Shares issued for private placement
-
-
-
-
-
-
4,762,212
4,762
4,916,587
( 1,000,000 )
-
3,921,349
Warrant conversion
-
-
-
-
-
-
66,000
66
16,434
-
-
16,500
Deconsolidation from Caring Brands, Inc.
-
-
-
-
-
-
-
-
935,836
-
-
935,836
Fair value of options granted
-
-
-
-
-
-
-
-
2,518,521
-
-
2,518,521
Net loss
-
-
-
-
-
-
-
-
-
-
( 11,929,277 )
( 11,929,277 )
Net income (loss)
-
-
-
-
-
-
-
-
-
-
( 11,929,277 )
( 11,929,277 )
Balance, September 30, 2024
-
$ -
-
$ -
-
$ -
59,482,554
$ 59,483
$ 105,967,868
$ 1,909,894
$ ( 101,558,757 )
$ 6,378,488
Balance
-
$ -
-
$ -
-
$ -
59,482,554
$ 59,483
$ 105,967,868
$ 1,909,894
$ ( 101,558,757 )
$ 6,378,488
The
accompanying notes are an integral part of these financial statements.
F- 5
Bonk,
Inc.
Consolidated
Statement of Cash Flows
(Unaudited)
2025
2024
For the Nine Months Ended September 30,
2025
2024
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss
( 25,533,204 )
( 35,578,858 )
Depreciation and amortization expense
423,822
318,035
Fair value of shares issued for services rendered
9,818,419
3,249,801
Fair value of common stock due for services
264,375
-
Fair value of shares issued for employee bonus
347,500
695,000
Fair value of options issued for services
1,231,750
12,787,290
Fair value of common stock issued for settlement
918,598
-
Fair value of SRM shares granted in connection with settlement
391,000
-
Unrealized gain/loss on equity investment
( 12,594,998 )
599,155
Unrealized loss on digital asset
7,213,473
Loss on exchange
120,446
-
Gain on sale of SRM stock
-
( 431,972 )
Realized gain/loss on sale of marketable securities
-
269,723
Unrealized gain/loss on marketable securities
-
101,088
Adjustments to reconcile net loss to cash (used in) operating activities:
Prepaid expenses and deposits
( 1,614,104 )
526,556
Right of use asset
328,821
133,027
Accounts receivable
94,856
354
Note receivable
126,512
-
Investment in Yerbaé
( 925,000 )
-
Inventory
( 127,025 )
272,233
Accounts payable
2,105,493
( 227,924 )
Revenue on Digital Assets
( 509,085 )
Accrued liabilities
( 781,133 )
187,188
Lease liability
( 361,007 )
( 142,432 )
Net cash (used in) continuing operating Activities
( 19,060,491 )
( 17,241,736 )
Reclassification to discontinued operations
Loss from discontinued operations
-
( 299,184 )
Net cash (used in) discontinued operations
-
( 299,184 )
CASH FLOW FROM INVESTING ACTIVITIES:
Cash received from sale of investments
12,105,000
490,000
Cash received from sale of marketable securities
-
417,445
Cash paid for investment
-
( 572,694 )
Purchase of intangible assets
( 704,189 )
-
Purchase of digital assets
( 5,000,037 )
-
Acquisition of Yerbaé
( 109,710 )
-
Purchase of equipment
60
( 87,162 )
Net Cash Provided by Investing Activities
6,291,124
247,589
CASH FLOW FROM FINANCING ACTIVITIES:
Shares issued for warrant conversion
-
3,962,715
Shares issued for private placement
4,971,970
9,921,832
Deconsolidation of CBI from SS
-
935,836
Proceeds from notes payable
-
-
Repayments of convertible notes
( 4,508,315 )
-
Proceeds from issuance of common stock
20,367,156
-
Proceeds from warrant purchase agreement
550,000
-
Net Cash Provided by Financing Activities
21,380,811
14,820,383
CHANGE IN CASH
8,611,444
( 2,472,948 )
CASH AT BEGINNING OF PERIOD
348,816
3,833,349
CASH AT END OF PERIOD
8,960,260
1,360,401
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest
$ -
$ -
Income taxes
$ -
$ -
Non-cash items
Common stock issued from stock payable on extinguishment of debt
$ -
$ 245,044
Common stock issued from stock payable on service
$ -
$ 161,900
Common stock issued from stock payable on warrant conversions
$ -
$ 2,800
Investment in GBB asset
$ -
$ 175,000
Common stock issued for note conversion
$ -
$ 1,543,208
Common stock issued for Bonk Coins
$ 21,535,069
$ -
Shares issued for L & H
$ 81,680
$ -
Fair value of common stock issued in exchange for settlement of payables
$ 4,488,282
$ -
Issuance of Preferred Stock B in connection with payoff of Convertible notes
$ 5,408,525
$ -
Issuance of Preferred Stock C in connection in exchange for digital assets
$ 25,000,000
$ -
Issuance of Preferred Stock C in connection in exchange for digital assets
$ 2,284,987
$ -
Common stock issued for services
$ 756,250
$ -
Common stock issued for loss on settlement
$ 875,000
$ -
The
accompanying notes are an integral part of these unaudited financial statements.
F- 6
BONK,
INC.
Notes
to Financial Statements
Note
1 - Organization and Business Operations
Bonk,
Inc. (NASDAQ: BNKK) was formerly known as Safety Shot, Inc., and prior to that, Jupiter Wellness, Inc. In August 2023 the Company acquired
certain assets of GBB Drink Lab Inc which included the blood alcohol reduction drink Sure Shot (the “Sure Shot Dietary Supplement”),
an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol by supporting its metabolism.
Concurrently with the purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The
Company launched the Sure Shot Dietary Supplement in December 2023.
On
January 8, 2025, the Company entered into an Arrangement Agreement on January 7, 2025 (the “Arrangement Agreement”) with
Yerbaé Brands Corp. (“Yerbaé”), pursuant to which the Company agreed, among other things, to acquire all of
the issued and outstanding common shares of Yerbaé (the “Yerbaé Shares”) in exchange for shares of common stock
of Safety Shot (each, a “Safety Shot Share”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under
the Business Corporations Act (British Columbia) (the “Arrangement”). The Arrangement was consummated on June 27,
2025. Yerbaé’s principal subsidiaries are Yerbaé Brands Co. (“Yerbaé USA”) and Yerbaé LLC
of which Yerbaé owns 100% interests in, together, “Yerbaé”.
On
October 10, 2025, the Company changed its corporate name from Safety Shot, Inc. to Bonk, Inc., following the filing of a Certificate
of Amendment with the State of Delaware on October 8, 2025. The name change, which became effective on the Nasdaq Capital Market under
the new trading symbols “BNKK” and “BNKKW”, reflects the Company’s strategic repositioning and alignment
with the BONK ecosystem and its broader focus on digital asset and decentralized finance initiatives.
Historically,
the Company generated revenue through the sale of its Sure Shot dietary supplement and Yerbaé’s plant-based energy beverage
products, which were distributed online and through various retail channels. During 2025, the Company began to transition its strategic
focus away from beverage sales toward opportunities within the digital asset and decentralized finance sectors. The Company’s current
activities are centered on developing, investing in, and participating in projects aligned with the BONK ecosystem and other blockchain-based
initiatives.
Going
Concern Consideration
The
Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. At September
30, 2025 and December 31, 2024, the Company had $ 8,960,261 and $ 348,816 respectively, in cash and working capital of $ 52,971,459 and
$( 6,816,954 ), respectively. These conditions have raised substantial doubt about the Company’s ability to continue as a going concern.
Note
2 - Significant Accounting Policies
Basis
of Presentation
The
accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”).
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness Investments,
Inc, Yerbaé, Safety Shot, Inc. and Bonk Holdings, LLC. All intercompany accounts and transactions have been eliminated.
F- 7
Segment
Reporting
The Company has two reportable segments: (i) the dietary and
energy beverage business and (ii) digital assets, consisting of investing for growth in the appreciation of the asset and staking the
tokens to produce income.
Gross
profit (loss) is the segment performance measure the chief operating decision maker (“CODM”) (our CEO, Jarrett Boon) uses
to assess the Company’s reportable segments.
The
dietary and energy beverage products generate revenue from the sale of these products through Amazon and other direct channels. Cost
of revenue consists primarily of direct manufacturing costs and freight and shipping.
The
digital assets have nominal costs associated with revenue generated through staking.
The
following table presents segment revenue and segment gross profit for the nine months ended September 30, 2025 and 2024 reviewed by the
CODM:
Schedule of Segment Revenue and Segment Gross Profit
September 30,
September 30
2025
2024
Revenue from beverage sales
$ 1,601,866
$ 519,793
Cost of sales
1,522,942
2,549,099
Gross profit
78,924
( 2,029,306 )
Related party income from digital assets
$ 509,085
$ -
Operating (expenses)
( 26,990,405 )
( 32,923,489 )
Interest income
64,863
40,699
Interest expense
( 496,840
)
( 252,108
)
Net Realized gain (loss) on sale of stock
500,000
231,159
Net realized gain (loss) on marketable securities
180,556
( 46,658
)
Net Loss on settlement
( 4,640,465
)
-
Net unrealized gain (loss) on digital assets
( 7,213,473 )
-
Net unrealized gain on equity investment
12,594,998
( 599,155 )
Net loss on exchange
(120,446 )
-
Net income (loss)
$ ( 25,533,204 )
$ ( 35,578,859 )
Assets
and liabilities are not separately analyzed or reported to the CODM and are not used to assist in decisions surrounding resource allocation
and assessment of segment performance. As such, an analysis of segment assets and liabilities has not been included in this financial
information.
Business
Combinations
The
Company accounts for business combinations in accordance with ASC 805, Business Combinations . The purchase price of an acquired
business is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.
The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Identifiable intangible
assets are recognized separately from goodwill and are amortized over their estimated useful lives. The determination of fair values
requires management to make significant estimates and assumptions. These estimates are inherently uncertain and may be refined for up
to one year from the acquisition date as additional information becomes available. Transaction costs incurred in connection with business
combinations are expensed as incurred.
Fair
Value Measurements
The
Company follows ASC 820, Fair Value Measurement , which defines fair value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements. Fair value is determined based on the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company classifies
assets and liabilities measured at fair value into a three-tier hierarchy based on the observability of inputs used in the valuation:
●
Level
1 – Quoted prices in active markets for identical assets or liabilities.
●
Level
2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities or model-derived valuations
in which all significant inputs are observable.
●
Level
3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would
use.
The
Company holds certain marketable securities that are measured at fair value on a recurring basis. Convertible debt instruments are initially
recorded at fair value, which may include bifurcation of embedded conversion features, if applicable, under ASC 815.
Debt
Extinguishment and Modification
Any
changes or modification to debt instruments must be examined to determine if the modification has any significant effect. If the changes
or modifications are material, the change or modification must be accounted for as an extinguishment. If determined to be an extinguishment,
the change or modification to the original debt is derecognized and a new debt is recognized. Any difference in the fair value is recognized
as a gain or loss on extinguishment.
F- 8
Equity
Method for Investments
Investments
in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted
for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in
joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments
is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors
its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating
performance of the investees and records reductions in carrying values when necessary.
Emerging
Growth Company Status
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities
Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes
of the statement of cash flows. There were no cash equivalents as of September 30, 2025, or December 31, 2024.
Inventory
Inventories
are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs
or write- offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold.
Inventory is based upon the average cost method of accounting. During the three and nine months ended September 30, 2025, the Company
had no write-downs or write-offs. During the nine months ended September 30, 2024, the Company took a write down of certain raw materials
and finished goods totaling $ 1,902,279 , due to rebranding issues.
F- 9
Trading
Securities
Securities
that the Company intends to sell are classified as trading securities. Trading securities are carried at fair value with gains and losses
recognized in current period earnings.
Digital
Assets
Our
Digital Assets consist of BONK tokens (“Bonk”), as part of its treasury strategy, that meet the scope requirements of ASU
2023-08, Accounting for and Disclosure of Crypto Assets. The Company accounts for these assets at fair value in accordance with ASC 350-60
and ASC 820, with changes in fair value recognized in net income.
Digital
Assets are classified as current or noncurrent in the consolidated balance sheet under ASC-210, based on the Company’s intended
holding period and liquidity considerations. Assets expected to be sold or used within one year from the reporting date are classified
as current assets. Treasury assets not intended to be sold or converted to cash within the operating cycle are classified as noncurrent
assets.
Crypto
assets are not offset against any related liabilities and are presented on a gross basis in the balance sheet, consistent with ASC 210-20,
unless a legal right of setoff exists and settlement is intended to occur on a net basis.
The
Company determines the fair value of crypto assets using quoted prices from active markets at the balance sheet date (Level 3 inputs
under ASC 820).
Gains
and losses resulting from changes in fair value are included in the statement of operations.
The
Company discloses the composition of crypto assets, including fair value by major type of token, as well as the location on the balance
sheet and significant changes during the reporting period, in accordance with the disclosure requirements of ASU 2023-08.
Future
sales or exchanges of coins will be accounted for on a first in first out basis (FIFO).
90%
of revenue that is used to purchase BONK tokens is not legally or contractually restricted. Under the Revenue Sharing Agreement, 90%
of gross revenues must be converted into BONK and deposited into the Treasuries Wallet. The agreement does not impose any lock-ups, use-restrictions,
release conditions, or prohibitions on sale or transfer after the BONK is received. The BONK tokens are fully available for the Company’s
use, without restriction. The Company has full control and the ability to sell, transfer, or use the tokens at any time. The Company
has chosen, as part of its long-term economic strategy, not to sell these tokens. This is a voluntary internal policy, not an externally
imposed restriction. The Company’s strategic objective is to accumulate BONK in treasury in order to support long-term token stability
and ecosystem value, which is consistent with the economic purpose of the revenue-sharing arrangement. Because the tokens are fully under
the Company’s control and are not subject to contractual release conditions, they are not “restricted assets”. The
Company can access the economic benefits at any time if needed.
Net
Loss per Common Share
Net
loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share
is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. If applicable,
diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible
securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible
securities, and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease
the loss per share.
Revenue
Recognition
Beverage Products
The
Company generates its revenue from the sale of its drink products directly to the end user or through a distributor (collectively the
“customers”).
The
Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue
from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods
or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange
for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to
be recognized as it fulfills its obligations under each of its agreements:
●
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.
The
Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes
when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return,
refund or warranty related to our products except for cases of defective products of which there have been none to date.
F- 10
The
Company only provides refunds for products that are damaged during delivery to the customer. However, instances of refunds are rare and
have not historically had a material impact on the Company’s results of operations. Finally, the Company has made an accounting
policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both
imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.
In
addition to variable consideration, the Company also provides payments to certain customers for slotting fees. In accordance with the
guidance in ASC 606-10-32, the Company determined that the payment is not in exchange for a distinct good or service and it is therefore
recognized as a reduction to the transaction price. As the slotting fee payment covers the life of the contract with a customer, the
initial payment is recognized as an asset and is amortized as a reduction to revenue on a rational and reasonable basis over the estimated
life of the contract.
Digital
Asset Income
The
Digital Assets Segment generates revenue through the Company’s participation in digital content and blockchain-based platforms
under the Bonk Digital Agreement.
On
August 8, 2025, the Company entered into a revenue sharing agreement with related party, Bonk Digital, Inc. (the “Bonk
Agreement”) in which the Company obtained rights to a share of future revenue streams derived from Bonk’s digital
platform (the “Bonk Digital Asset”). In accordance with the guidance in ASC 805-50-30-1, ASC 350-30-25-2, ASC 55-10-45-1 and ASC 820-10-35-2, a discounted
cashflow with a terminal period of 5 years and a discount rate of 15% was used to calculate the fair value of future revenues in accordance
with the agreement.
Revenue
in this segment is recognized as the underlying platform revenues are earned by Bonk and the Company’s share becomes realizable
under the terms of the Bonk Agreement. The Company’s share of those revenues is based on a fixed percentage of gross receipts or
other participation metrics as defined in the agreement.
Amounts
earned under the Bonk Agreement are not contingent on product sales and is recognized as “Related party income from digital assets”
in the consolidated statements of operations when:
● the
performance obligations under the Bonk platform are satisfied,
● the
transaction price (i.e., the Company’s share of platform proceeds) can be reliably
measured, and
● collection
is probable.
Revenue
is typically recorded on a net basis, representing the Company’s proportionate share of digital platform proceeds received or receivable
during the reporting period.
Accounts
Receivable and Credit Risk
Accounts
receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which
is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. As of September
30, 2025 and December 31, 2024, the Company had $ 0 allowance for doubtful collections.
Certain
non-cash transactions, including the issuance of common stock in exchange for digital assets, are recorded as accounts receivable until
settlement occurs. On September 30, 2025, the Company issued shares of its common stock in exchange for the Bonk Digital Asset with a
fair value of $ 21 million. As the cash consideration for this transaction was not received until October 1, 2025, the Company recorded
the transaction as an increase to Accounts Receivable and Common Stock Payable, with the digital asset recorded at its fair value on
the date of issuance.
Impairment
of Long-Lived Assets
We
evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the
carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted
future net cash flow the asset is expected to generate.
Other Asset - Revenue Sharing
Agreement
During the three months ended September 30, 2025,
the Company entered into a revenue sharing agreement (the “Agreement”) with a related party. In connection with the Agreement,
the Company issued 100,000 shares of its Series C preferred stock as consideration for the counterparty’s participation in the arrangement.
The Agreement entitles the counterparty to receive a portion of future revenues generated from certain Company products and initiatives,
subject to the terms and conditions of the Agreement.
The issuance of the Series C preferred stock was
accounted for as a non-cash transaction. The fair value of the Series C preferred stock issued was determined using a discounted
cash flow model based on management’s estimates of future revenues expected to be generated under the Agreement. The resulting
fair value was recorded as an increase to additional paid-in capital, with a corresponding amount recognized as an “Other
asset” within the consolidated balance sheet as of September 30, 2025, representing the Company’s right to future
economic benefit from the Agreement. As of September 30, 2025, the asset at a fair value of $ 2,195,379
and is amortized on a straight-line basis over 4.25
years. The Company recognized $ 44,804
in related amortization expense for the three and nine months ended September 30, 2025.”). A discounted cashflow with a terminal period of 5 years and a discount rate of 15 % was used to calculate
the fair value of future revenues in accordance with the agreement
The Company will evaluate the carrying value of this asset for impairment
in future reporting periods as actual revenues are realized or if other indicators of impairment arise. 15
Intangible
Assets
Intangible
assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade
names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the
straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible
assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate
that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds
the undiscounted future net cash flow the asset is expected to generate.
The
Company did no t have any impairment charges during the three and nine months ended September 30, 2025 and 2024.
Research
and Development
The
Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research
and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred.
Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed
when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs
related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses
of $ 8,668 and $ 10,315 for the three months ended September 30, 2025 and 2024, respectively. The Company incurred research and development
expenses of $ 24,190 and $ 271,719 for the nine months ended September 30, 2025 and 2024, respectively.
F- 11
Stock
Based Compensation
The
Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation”
(“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements
based on the grant- date fair value and recognize the costs in the financial statements over the period during which employees are required
to provide services. Share-based compensation arrangements include stock options and warrants and share-based payments issued to non-employees
for goods or services. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if
any, are amortized over the respective vesting periods of the option grant.
Income
Taxes
The
Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax
assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities
and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation
allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain
tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018,
the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income
tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes
to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items
as a component of income tax expense.
Discontinued
Operations
On
September 24, 2024, the Company signed a separation agreement with Caring Brands, Inc. Caring Brands, Inc. is no longer a subsidiary
of the Company, all operations performed under the Caring Brands product line are considered discontinued operations and no longer reported
the Company’s financials. The Company recognized $ 299,184 in loss from discontinued operations for the three and nine months ended
September 30, 2024.
Related
parties
The
Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure
of related party transactions.
Pursuant
to Section 850-10-20 the related parties include (i) affiliates of the Company; (ii) entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15,
to be accounted for by the equity method by the investing entity; (iii) trusts for the benefit of employees, such as pension and profit-sharing
trusts that are managed by or under the trusteeship of management; (iv) principal owners of the Company; (v) management of the Company;
(vi) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies
of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and
(vii) other parties that can significantly influence the management or operating policies of the transacting parties or that have an
ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.
F- 12
The
consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements,
expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated
in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:
a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal
amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary
to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of
the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that
used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not
otherwise apparent, the terms and manner of settlement.
Recent
Accounting Pronouncements
In
November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07,
enhancing segment reporting requirements under ASC 280. This ASU aims to provide investors with more detailed information about a public
entity’s reportable segments, including those with a single reportable segment. The key provisions include :
1.
Enhanced
Expense Disclosures: Public entities must now disclose significant segment expenses that are regularly provided to the 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.
These
amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after
December 15, 2024. The Company adopted the ASU for the year ended December 31, 2024. The adoption of the ASU did not have a material
impact on the Company’s financial statements.
Note
3 - Prepaid Expenses and Deposits
At
September 30, 2025, the Company had prepaid expenses and deposits totaling $ 3,157,984 consisting of $ 1,069,650 which includes the Company’s
prepaid IR Campaign and other dues and subscriptions, $ 1,787,942 prepaid insurance, and $ 300,392 consisting of deposits on raw materials,
security deposits, and capitalized slotting fees. At December 31, 2024, the Company had prepaid expenses and deposits of $ 920,189 , consisting
of $ 193,074 of raw materials, prepaid insurance of $ 260,943 , security deposits of $ 55,116 and other prepaids of $ 411,056 .
Note
4 – Digital Assets
The
following table provides a roll-forward of digital assets measured at fair value on a recurring basis for the nine months ended September
30, 2025:
Schedule
of Roll-forward of Digital Assets
Fair Value
Balance as of December 31, 2024
$ -
Initial receipt of BONK tokens based on SPA (Tranche 1)
25,000,037
Purchase of BONK tokens
5,000,000
BONK revenue (10% Revenue Sharing Arrangement)
509,085
Change in fair value of Bonk
( 7,213,473 )
Balance as of September 30, 2025
$ 23,295,649
During
the three and nine months ended September 30, 2025, the Company recognized an unrealized loss from remeasurement of digital assets of
$ 7,213,473 .
Note
5 - Inventory
At
September 30, 2025, the Company had inventory of $ 890,841 , consisting of $ 231,143 of raw materials and $ 659,698 of finished goods. At
December 31, 2024, the Company had inventory of $ 233,510 , consisting of $ 132,785 of raw materials and packaging supplies and $ 100,725 of finished goods.
F- 13
Note
6 - Investments
Effective
August 14, 2023, the Company sold its former wholly-owned subsidiary SRM Entertainment, Inc. (“SRM”) and SRM consummated
its Initial Public Offering (“IPO”)(see Sale of SRM Entertainment, Inc. included in Note 2. Above). As of September 30, 2025,
the Company held 47,142 of SRM’s common stock, which are considered marketable securities and had a fair value of $ 0.1 million.
On
July 11, 2025, the Company entered into a stock purchase agreement, dated July 11, 2025 (the “Stock Purchase Agreement”),
between the Company and an institutional investor. Pursuant to the Stock Purchase Agreement, the Company sold 2,200,000
shares of SRM Entertainment, Inc. common stock for an aggregate
amount of $ 12,105,000 .
During
the nine months ended September 30, 2025, the Company had an unrealized gain on sale of stock for an aggregate total of $ 12,594,998 .
Consisting of an unrealized gain of $ 18,190,351 on six months ended June 30, 2025, and an unrealized loss of $ 5,595,353 on three months
ended September 30, 2025.
On
September 4, 2025, the Company entered into a stock purchase agreement, dated September 4, 2025 (the “Stock Purchase Agreement”),
between the company and an institutional investor. Pursuant to the Stock Purchase Agreement, the Company sold 500,000 shares of Caring
Brands Inc. common stock for an aggregate amount of $ 500,000 . The Company has a balance of $ 2,500,000 of Caring Brands Inc common stock
remaining.
Note
7 – Intangible Assets
The
Company’s intangible assets consist of the following:
Schedule of Intangible Assets
September 30, 2025
December 31, 2024
Yerbaé assembled workforce
146,300
-
Yerbaé tradename and trade secrets
2,490,900
-
Yerbaé non-competes
237,100
-
Safety Shot capitalized patent costs
4,762,961
4,364,321
Total
7,637,261
4,364,321
Intangible assets net
7,637,261
4,364,321
Amortization
expense for the three months ended September 30, 2025 and 2024 was $ 146,654 and $ 101,850 . Amortization expense for the nine months ended
September 30, 2025 and 2024 was $ 350,354 and $ 305,550 .
Note
8 – Acquisitions
Acquisition
of Yerbaé
On
June 27, 2025, the Company completed the acquisition of Yerbaé, a premium energy beverage company, in a transaction accounted
for as a business combination under ASC 805, Business Combinations . The acquisition supports Safety Shot’s strategic growth
in the functional beverage market. The Company acquired 100 % of the equity interests of Yerbaé in exchange for a combination of
cash and equity. The total purchase consideration was approximately $ 6.0 million, comprised of 19,881,948 common shares at a fair value
of $ 0.301 , or the stock price of the Company as of the acquisition date.
The
acquisition was funded through newly issued shares of the Company’s common stock. The following table summarizes the allocation
of the total purchase consideration to the assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition
date:
Schedule
of Assets Acquired and Liabilities
June 27, 2025
Fair value of consideration paid (through issuance of common stock)
$ 5,984,466
Net liabilities acquired
( 9,484,014 )
Intangibles acquired
2,874,300
Goodwill
12,594,180
Total consideration
$ 5,984,466
The
excess of the purchase price over the fair value of net assets acquired was recorded as goodwill. Goodwill primarily represents expected
synergies, brand recognition, and the assembled workforce. None of the goodwill is expected to be deductible for tax purposes. The allocation
of the purchase price is preliminary and is subject to change as the Company completes its assessment of the fair value of assets acquired
and liabilities assumed. The Company expects to finalize the purchase price allocation within the measurement period, which will not
exceed one year from the acquisition date. Transaction-related costs of approximately $ 500,000 were expensed as incurred and are included
in general and administrative expenses on the Company’s condensed consolidated statements of operations for the nine months ended
September 30, 2025.
Summary
Pro Forma Financial Information (Unaudited)
Summary
of Pro Forma Financial Information
Three Months Ended
September 30, 2025
Yerbae Brands Corp. (Historical)
Sales
$ 1,677,197
Net income (loss) from continuing operations
$ ( 903,286 )
F- 14
Safety Shot, Inc.
(Historical)
Yerbae Brands Corp.
(Historical)
Transaction Accounting Adjustments
Pro Forma
Combined
Three Months Ended
September 30, 2024
Three Months Ended
September 30, 2024
Safety Shot, Inc.
(Historical)
Yerbae Brands Corp.
(Historical)
Transaction Accounting Adjustments
Pro Forma
Combined
Sales
$ 110,213
$ 1,631,615
$ 1,741,828
-
Net loss from continuing operations
$ ( 11,630,093 )
$ ( 1,479,494 )
AA
( 100,790 )
$ ( 13,210,377 )
Safety Shot, Inc.
(Historical)
Yerbae Brands Corp.
(Historical)
Transaction Accounting Adjustments
Pro Forma
Combined
Nine Months Ended
September 30, 2025
Nine Months Ended
September 30, 2025
Safety Shot, Inc.
(Historical)
Yerbae Brands Corp.
(Historical)
Transaction Accounting Adjustments
Pro Forma
Combined
Sales
$ 107,522
$ 3,726,140
$ 3,833,662
Net income (loss) from continuing operations
$ ( 14,470,902 )
$ ( 6,250,820 )
AA
( 124,545 )
$ ( 20,846,267 )
Safety Shot, Inc.
(Historical)
Yerbae Brands Corp.
(Historical)
Transaction Accounting Adjustments
Pro Forma
Combined
Nine Months Ended
September 30, 2024
Nine Months Ended
September 30, 2024
Safety Shot, Inc.
(Historical)
Yerbae Brands Corp.
(Historical)
Transaction Accounting Adjustments
Pro Forma
Combined
Sales
$ 519,793
$ 4,628,830
$ 5,148,623
Net loss from continuing operations
$ ( 35,578,858 )
$ ( 7,032,551 )
AA
( 302,370 )
$ ( 42,913,779 )
Adjustments
to Unaudited Pro Forma Condensed Combined Statements of Operations
The
pro forma adjustment is as follows:
(AA)
Represents amortization of intangible assets stemming from tradenames-trade secrets and non-compete agreements. The non-compete agreements
were fully amortized during the proforma period ending December 31, 2023.
The
Unaudited Pro Forma Condensed Combined Statements of Operations for the three and nine months ended September 30, 2025 and 2024 combines
the historical statements of operations of Bonk and Yerbaé Brands Corp. for such period on a pro forma basis as if the transaction
had been consummated on January 1, 2024, the beginning of the earliest period presented.
F- 15
GBB
Acquisition
On
July 10, 2023, the Company entered into an Asset Purchase Agreement (the “APA”) with GBB Drink Lab, Inc. (“GBB”)
under the terms of which the Company acquired certain assets of GBB (the “Purchased Assets”) which included the patents for
a blood alcohol reduction product Safety Shot, an over-the- counter dietary supplement that can lower blood alcohol content by supporting
its metabolism. The purchase price was 5,000,000 shares of the Company’s restricted common stock, valued at $ 2,468,500 , plus $ 2,460,664
in cash and additional amounts based upon achieving certain benchmarks. The transaction was accounted for as a single asset purchase
and the entire purchase price of $ 4,929,164 was allocated to the patents. The APA also contains two earn-out provisions that entitle
GBB to additional consideration for the Purchased Assets in the maximum amount of $ 5,500,000 as follows: (i) in the event that during
the Earn-Out Period, the Company receives cash proceeds of at least $ 11,000,000 from exercises of the Company’s $ 1.00 Warrants
at an exercise price of $ 1.00 per Common Share (“Milestone 1”), the Company shall pay to the Seller $ 2,500,000 payable in
cash; and (ii) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $ 14,000,000 from exercises
of the Company’s outstanding July 2021 Warrants at an exercise price of $ 1.40 per Common Share (“Milestone 2” and collectively
with Milestone 1, the “Earn-Out Milestones” and individually, an “Earn-Out Milestone”), the Company shall pay
to the Seller an additional $ 3,000,000 in cash. In December 2023, the Company paid an additional $ 2,000,000 under the earn-our provisions
which was allocated to the patents. As of September 30, 2025, GBB is entitled to an additional
payment of $ 175,000 under Milestone (i).
Summary
of transaction and carrying value:
Summary
of Transaction and Carrying Value
Purchase price:
Allocation of Purchase price:
Cash
$ 2,593,725
Patents
$ 5,633,354
Fair value of stock issued
2,468,500
Amortization
( 870,393 )
$ 5,062,225
Balance
$ 4,762,961
Note
9 – Accrued Expenses
At
September 30, 2025 and December 31, 2024, the Company had accrued expenses totaling $ 2,079,925 and $ 1,667,605 , which consisted of accrued
interest, credit card payables, advances, and payroll accruals.
Note
10 - Convertible Notes Payable
On
January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the
principal amount of $ 1,750,000 maturing on December 31, 2026 (the “Secured Convertible Note”); and (ii) a convertible note
in the principal amount of $ 3,500,000 maturing July 21, 2025 (the “Convertible Note,” and, together with the Secured Convertible
Note, the “Notes”). The notes entered were due to a legal settlement and no cash was received. On June 12, 2025, Bigger sold
the notes to Trajan and Fried. The sale had no impact on the Company’s outstanding balance.
Exchange
Agreement
On
July 2, 2025, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with certain investors (the “Investors”).
Pursuant to the Exchange Agreement, the Investors exchanged (i) the Secured Convertible Note and (ii) the Convertible Note previously
issued by the Company for an aggregate of 7,212 shares of the Company’s Series B Preferred Stock. The exchange was accounted for
as an extinguishment of debt in accordance with ASC 470-50, Debt — Modifications and Extinguishments , as the terms of the
new instruments were substantially different from those of the original notes. The carrying amount of the extinguished notes, including
any unamortized discount or deferred costs, was derecognized, and the Series B Preferred Stock was recorded at its fair value on the
date of exchange. The difference between the carrying amount of the notes and the fair value of the preferred shares issued was recognized
as an increase to additional paid-in capital.
Interest
expense related to the above Notes for the three and nine months ended September 30, 2025 was $ 132,512 and $ 339,737 .
F- 16
Note
11 – Covid-19 SBA Loans
During
the year ended December 31, 2020, the Company applied for and received $ 55,700 under the Economic Injury Disaster Loan Program (“EIDL”),
which is administered through the Small Business Administration (“SBA”). During 2021, the SBA notified the Company that the
terms of the EIDL are a term of 30 years and an interest rate of 3.75 %. The balance of the EIDL at September 30, 2025 and December 31,
2024 was $ 48,805 and $ 47,928 , respectively.
Note
12 - Capital Structure
Preferred
Stock
The
Company is authorized to issue a total of 1,000,000 shares of preferred stock with par value of $ 0.001 . The Company’s Preferred Stock
provides holders the right to receive dividends, when, as, and if declared, on an as-converted-to-common-stock basis and in the same
form as dividends paid on common stock, excluding dividends in the form of common stock which are governed by the Certificate of Designation.
The Preferred Stock is voting stock, with holders entitled to vote together with common stockholders on an as-converted basis, with one
vote for each share of common stock into which the Preferred Stock is then convertible, subject to limitations set forth in the Certificate
of Designation. In the event of any liquidation, dissolution, or winding up of the Company, distributions will be made to holders of
Preferred Stock and common stock pro rata based on the number of shares held, treating all Preferred Stock as if converted to common
stock immediately prior to such event and without regard to any conversion limitations. subject to adjustment for certain corporate events,
including stock dividends and splits, subsequent equity sales, rights offerings, pro rata distributions, and fundamental transactions,
as defined in the Certificate of Designation.
Series
A Preferred Stock
On
May 2, 2025, the Company filed a Certificate of Designation with the Delaware Secretary of State designating, 61,949 shares as Series A-1 Convertible
Preferred Stock, 17,401 shares as Series A-2 Convertible Preferred Stock, 20,650 shares as Series A-3 Convertible Preferred Stock (all
such series of preferred stock referred to herein collectively as “Series A Preferred Stock”), each with a stated value of
$ 750 per share. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series A Preferred
Stock.
The
Series A Preferred Stock is convertible, at the option of the holder, into shares of the Company’s common stock at a fixed conversion
price of $ 4.3935 per share, subject to adjustment for stock splits, stock dividends and similar events. Holders of the Series A Preferred
Stock are entitled to dividends equal, on an as-if-converted-to-common-stock basis, to the dividends actually paid on shares of common
stock when, as and if declared. The Series A Preferred Stock is voting stock: holders are entitled to vote together with the common stock
on an as-converted basis (one vote per share of common into which their Series A shares are convertible). Upon any liquidation event,
the assets available for distribution will be distributed among the holders of Preferred Stock and the common stock pro-rata based on
the number of shares held and treating the Series A shares as if converted into common stock immediately prior to liquidation, without
regard to any conversion limitations.
On
May 2, 2025, the Company entered into an exchange agreement with Core 4 Capital Corp., a related party, and converted 6,575,025
shares of common stock to 39,993
shares of preferred stock. The Company believes the terms of these transactions are comparable to those that could be obtained from
unrelated third parties; however, because the transactions are with related parties, they may not be the result of
arm’s-length negotiations. All related party balances are unsecured, non-interest bearing, and due on demand unless otherwise
noted. The Company used a third party’s calculations to value the Series A preferred stock. The third party used the option
pricing model to calculate a $ 76.00 per preferred A share or $ 3,034,908 . The fair value of the common stock exchanged on May 2, 2025
was $ .4799 per common share or $ 3,155,354 , resulting in a loss on the exchange of $ 120,446 taken ont the income statement. The
Company had 39,933
and 0
shares of Series A preferred stock outstanding as of September 30, 2025 and December 31, 2024, respectively.
Series
B Preferred Stock
On
July 2, 2025, the Company filed a Certificate of Designation with the Delaware Secretary of State designating 10,000 shares of its Series
B Convertible Preferred Stock (the “Series B Preferred Stock”), each with a stated value of $ 750 per share. The Certificate
of Designation sets forth the rights, preferences and limitations of the shares of Series B Preferred Stock.
The
Series B Preferred Stock is convertible, at the option of the holder, into shares of the Company’s common stock at a fixed conversion
price of $ 0.34 per share, subject to adjustment for stock splits, stock dividends and similar events. Holders of the Series B Preferred
Stock are entitled to dividends equal, on an as-if-converted-to-common-stock basis, to the dividends actually paid on shares of common
stock when, as and if declared. The Series B Preferred Stock is voting stock: holders are entitled to vote together with the common stock
on an as-converted basis (one vote per share of common into which their Series B shares are convertible). Upon any liquidation event,
the assets available for distribution will be distributed among the holders of Series A Convertible Preferred Stock, Series B Preferred
Stock and the common stock pro-rata based on the number of shares held and treating the Series B shares as if converted into common stock
immediately prior to liquidation, without regard to any conversion limitations.The company used a third party’s calculations to value the Series B preferred stock. The third party used the
option pricing model to calculate a $ 564 per preferred B share or $ 4,063,962 . The cash value of the convertible note was $ 5,408,525 , resulting
in difference of $ 1,344,563 on the extinguishment. The difference was credited to additional paid in capital.
The Series B Preferred Stock was issued as part of the exchange agreement. Refer to Note 10.
F- 17
Series
C Preferred Stock
On
August 8, 2025, the Company entered into a Securities Purchase Agreement (the “August Purchase Agreement”) with an institutional
investor entity (the “Investor”) for a private investment in public equity (the “PIPE Offering”) of 35,000
shares of its Series C Convertible Preferred
Stock, par value $ 0.001
per share (the “Series C Preferred Stock”), convertible
into 62,701,541
shares of common stock, par value $ 0.001
(the “Common Stock”), at a conversion price of
$ 0.5582
per share of Common Stock. The 35,000
shares of Series C Preferred Stock are referred to herein as
the “SPA Preferred Stock Shares.”
The
Investor paid the $ 25
million purchase price for the SPA Preferred Stock Shares in
the form of BONK tokens (the “Consideration Tokens”), based on the closing price of BONK tokens on August 10, 2025. The Consideration
Tokens are held in the custodian wallet account designated and controlled by the Company’s Board of Directors (the “Board”).
On
August 8, 2025, the Company also entered into a Revenue Sharing Agreement (the “Revenue Sharing Agreement”) with the Investor,
pursuant to which the Company agreed to issue 100,000 shares of the Series C Preferred Stock, convertible into 179,147,260 shares of
Common Stock at a conversion price of $ 0.5582 per share of Common Stock, in exchange for an amount equal to 10 % of all gross revenue
of LetsBonk.fun in perpetuity. The 100,000 shares of Series C Preferred Stock are referred to herein as the “RSA Preferred Stock
Shares,” and the SPA Preferred Stock Shares and the RSA Preferred Stock Shares are collectively referred to herein as the “Preferred
Stock Shares.” The Company recorded an asset representing the revenue sharing aggregate using a discounted cash flow analysis. As
of September 30, 2025, the asset had a net value of $ 2,195,379 and is included in the accompanying consolidated balance sheet as an other
asset. The asset is amortized over 4.25 years.
The
Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder
approval of such an issuance is obtained. See Note 15 Subsequent Events – Increase in Authorized Shares for more detailed information.
The
conversion price and number of shares of Common Stock issuable upon conversion of the Preferred Stock Shares is subject to appropriate
adjustment in the event of stock splits and subsequent rights offerings. There is no trading market available for the Preferred Stock
Shares on any securities exchange or nationally recognized trading system. The Company does not intend to list the Preferred Stock Shares
on any securities exchange or nationally recognized trading system.
The
securities being offered and sold by the Company under the August Purchase Agreement and the Revenue Sharing Agreement have not been
registered under the Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable
exemption from such registration requirements. The securities were offered only to accredited investors.
Pursuant
to the August Purchase Agreement and the Revenue Sharing Agreement, on August 11, 2025, the Company filed a Certificate of Designation
of Series C Preferred Stock with the Secretary of State of the State of Delaware (the “Series C Certificate of Designation”).
The
stated value of the Series C Preferred Stock is $ 1,000 per share.
Holders
of the Preferred Stock Shares are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which
the shares of Series C Preferred Stock are convertible on the basis of a conversion price of $ 1.00 . The Holders shall vote together with
the holders of shares of Common Stock as a single class. The Preferred Stock Shares cannot be voted on an “as converted basis”
of more than 19.99% of the currently outstanding shares of Common Stock until shareholder approval of such voting rights is obtained .
Holders
shall be entitled to receive, and the Company shall pay, dividends on Preferred Stock Shares equal (on an as-if-converted-to-Common-Stock
basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares
of the Common Stock.
Upon
any liquidation, dissolution or winding-up of the Company, the holders of Preferred Stock Shares shall be entitled to receive out of
the assets of the Company the same amount that a holder of Common Stock would receive if the Preferred Stock Shares were fully converted
(disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all
holders of Common Stock.
F- 18
In
the event that LetsBonk.fun ceases operations on or prior to the six-month anniversary of the original issuance date of the Preferred
Stock Shares, then 50% of the Preferred Stock Shares issued shall be subject to automatic rescission and shall be returned to the Company
for cancellation without further action by the Investor or the Company.
At
all times when the Series C Preferred Stock remains issued and outstanding, (1) the holders of record of the shares of Series C Preferred
Stock, exclusively and voting together as a separate class on an as-converted to Common Stock basis, shall be entitled to elect 50% of
the directors of the Company (the “Preferred Directors”); and (2) the holders of record of the shares of Common Stock and
of any other class or series of voting stock, exclusively and voting together as a single class on an as-converted to Common Stock basis,
shall be entitled to elect the balance of the total number of directors of the Company (the “At-Large Directors”). If the
holders of shares of the Series C Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which
they are entitled to elect directors, then any directorship not so filled shall remain vacant until such time as the holders of the Series
C Preferred Stock fill such directorship .
The
Company and the Holders acknowledge and agree that the Company is entitled to receive 10% of all gross revenue generated by LetsBonk.fun
(the “LB Interest”), as set forth in that certain Revenue Sharing Agreement. The rights of the Company to receive revenue
under this Section are contractual rights derived through and governed by the Revenue Sharing Agreement, and are not dividend rights
under Delaware corporate law. In the event that LetsBonk.fun ceases operations on or prior to the six-month anniversary of the original
issuance date of the Series C Preferred Stock (“Triggering Event”), then 50% of the Series C Preferred Stock issued shall
be subject to automatic rescission and shall be returned to the Company for cancellation without further action by the Holder or the
Company.
Common
Stock - The Company is authorized to issue a total of 1,000,000,000 shares of common stock with par value of $ 0.001 . As of September
30, 2025 and December 31, 2024, there were 171,441,738 and 62,640,314 shares of common stock issued and outstanding, respectively.
2025
issuances:
Conversion of common stock
to preferred A
During
the nine months ended September 30, 2025, the Company converted 6,575,025 shares of common stock to 39,933 shares of preferred A stock
valued at $ 3,155,354 and $ 3,034,908 respectively.
Common stock issued for stock
based compensation
During
the nine months ended September 30, 2025, the Company issued 15,717,869 shares of common stock in exchange for compensation valued at
$ 8,040,310 , based upon the closing market price of the Company’s stock on the date of related agreements.
Common
stock issued for services
During
the nine months ended September 30, 2025, the Company issued 4,050,244 shares of common stock in exchange for services valued at $ 2,042,484 ,
based upon the closing market price of the Company’s stock on the date of related agreements.
Common
stock issued for cash
During
the nine months ended September 30, 2025, the Company issued 35,900,947 shares of common stock valued at $ 20,367,158 , based upon the
closing market price of the Company’s stock on the date of each issuance.
Common
stock issued for litigation settlement
During
the nine months ended September 30, 2025, the Company issued 4,245,987
shares of common stock in connection with litigation settlement and recognized a loss of $ 4,640,465 .
Common
stock issued for settlement of payables
During
the nine months ended September 30, 2025, the Company issued 23,250,000 shares of common stock in exchange for the settlement of various
payables valued at $ 4,488,282 , based upon the closing market price of the Company’s stock the date of each settlement.
Common
stock issued for private placement
During
the nine months ended September 30, 2025, the Company had five take-downs under its S-3 Registration Statement under which the Company
issued a total of 9,038,650 unrestricted shares of its common stock with a fair value of $ 4,971,971 .
Common
stock issued for employee bonus
During
the nine months ended September 30, 2025, the Company issued 250,000
shares of common stock with a fair market value of $ 347,500 .
F- 19
Common
stock issued in connection with Yerbaé acquisition
During
the nine months ended September 30, 2025, the Company issued 19,881,948 shares of common stock in connection with the Yerbaé acquisition
(see Note 6).
The
following table summarizes the issuances of the Company’s shares of common stock for the three and nine months ended September
30, 2025 as follows:
Schedule
of Stock Holders
Balance December 31, 2024
62,640,314
Common stock issued for services
1,570,000
Common stock issued for private
placement
9,038,650
Common
stock issued for loss on settlement
1,927,640
Balance March 31, 2025
75,176,604
Common stock issued in connection
with Yerbaé acquisition
19,881,948
Common stock issued for cash
3,093,817
Common stock issued in exchange
for settlement of liabilities
6,900,000
Common stock issued for settlement
1,143,347
Common stock issued for employee
bonus
250,000
Common stock issued for services
1,855,244
Conversion
of common stock to preferred stock
( 6,575,025 )
Balance, June 30, 2025
101,725,935
Beginning balance, shares
101,725,935
Common stock issued for cash
32,807,130
Common stock issued from stock
payable
2,840,804
Common stock issued in exchange
for settlement of payables
16,350,000
Common stock issued for settlement
1,175,000
Common stock issued for services
625,000
Warrant purchase agreement
200,000
Stock compensation
15,717,869
Balance, September 30, 2025
171,441,738
Ending balance, shares
171,441,738
Common
Stock Payable
The
following table summarizes the activity of the Company’s common stock payable for the three and nine months ended September 30,
2025:
Schedule of Common Stock Payable
Balance,
December 31, 2024
$
1,997,936
Common
stock issued for services
( 756,250
)
Common
stock issued for loss on settlement
( 809,608
)
Common
stock due of executive bonus
347,500
Common
stock due from private placement
1,165,198
Balance,
March 31, 2025
1,944,776
Common
stock issued for services
335,375
Common
stock issued for bonus
( 347,500
)
Common
stock issued for cash
249,998
Common
stock issued for settlement
( 65,390
)
Balance,
June 30, 2025
2,117,259
Beginning Balance
2,117,259
Common stock issued for settlement
( 81,680
)
Common stock issued
for cash
( 1,040,998
)
Common stock issued for services
( 264,375
)
Stock compensation expense
631,875
Common stock to be issued for digital assets
21,535,069
Balance,
September 30, 2025
$
22,897,150
Ending Balance
$
22,897,150
F- 20
Note
13 - 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 12). 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
Market
Relative
Term
Exercise
Price on
Volatility
Risk-free
Reporting Date
Fair Value
(Years)
Price
Grant Date
Percentage
Rate
1/17/25
$ 2,732,329
5
$ 0,4348
$ 0,5435
161 %
0.0442
On
August 30, 2024, the Company entered into a Securities Purchase Agreement with an affiliate for the purchase of 3,370,787
shares of the Company’s common stock for a purchase price
of $ 3,000,000
(market price of $ 0.89
per share) and 3,370,787
Common warrants for a purchase price of $ 421,348
(priced at $ 0.125
per share). The warrants have a 5 five-year
term and an exercise price of $ 0.89 per share.
The
following tables summarize all warrants outstanding as of September 30, 2025 and December 31, 2024, and the related changes during the
period. Exercise price is the weighted average for the respective warrants at end of period.
Summary
of Warrant Outstanding
Number of
Wtd. Average
Warrants
Exercise Price
Balance at December 31, 2023
14,751,835
$ 2.00
Warrants cancelled in the Bigger Settlement
( 1,656,050 )
( 1.40 )
Warrants issued in the Bigger Settlement
5,332,889
0.43
Warrants issued in a private placement
3,370,787
0.89
Warrants converted into common stock
( 2,996,127 )
( 1.32 )
Warrants issued in a private placement
2,753,304
0.45
Balance at December 31, 2024 and March 31, 2025
21,556,638
1.80
Yerbaé replacement warrants
2,120,622
1.41
Warrant purchase agreement with Core4
4,000,000
0.41
Balance at June 30, 2025
27,677,260
$ 1.57
Warrants issued in connection with Series A preferred stock
22,993,492
0.46
Warrants issued in connection with Series B preferred stock
22,993,492
0.46
Warrants issued in private placement
1,839,479
0.46
Warrants exercised
( 200,000 )
0.25
Balance at September 30, 2025
75,303,723
$ 0.87
Warrants Exercisable at September 30, 2025
75,303,723
$ 0.87
Stock
Options
The
following tables summarize all stock options outstanding as of September 30, 2025 and December 31, 2024, and the related changes during
the period. Exercise price is the weighted average for the respective stock options at end of period.
Schedule
of Option Outstanding
Number of
Wtd. Average
Stock Options
Exercise Price
Balance at December 31, 2024
18,521,166
1.65
Options issued during the three months ended March 31, 2025
500,000
0.45
Balance at March 31, 2025
19,021,166
1.62
Yerbaé replacement options
1,832,105
3.07
Balance at June 30, 2025
20,853,271
1.75
Options issued during the three months ended September 30, 2025
1,463,722
0.48
Balance at September 30, 2025
22,316,993
$ 1.54
F- 21
The
fair value of these warrants 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.
Schedule of Fair value Using Black-Scholes Method
Number of
Term
Exercise
Market Price on Grant
Volatility
Fair
Reporting Date
Options
(Years)
Price
Date
Percentage
Value
02/21/25
500,000
5
$ 0.45
$ 0.42
161 - 162 %
$ 205,165
Number of
Term
Exercise
Market Price on Grant
Volatility
Fair
Reporting Date
Options
(Years)
Price
Date
Percentage
Value
06/30/25
200,000
2.5
$
0.49
$
0.33
161 - 162 %
$
66,299
Number of
Term
Exercise
Market Price on Grant
Volatility
Fair
Reporting Date
Options
(Years)
Price
Date
Percentage
Value
06/30/25
798,722
2.5
$
0.33
$
0.33
161 - 162 %
$
178,263
Number of
Term
Exercise
Market Price on Grant
Volatility
Fair
Reporting Date
Options
(Years)
Price
Date
Percentage
Value
08/13/25
100,000
2.5
$
0.63
$
0.63
161 - 162 %
$
46,158
Number of
Term
Exercise
Market Price on Grant
Volatility
Fair
Reporting Date
Options
(Years)
Price
Date
Percentage
Value
08/13/25
140,000
2.5
$
0.63
$
0.63
161 - 162 %
$
64,621
Number of
Term
Exercise
Market Price on Grant
Volatility
Fair
Reporting Date
Options
(Years)
Price
Date
Percentage
Value
08/13/25
125,000
2.5
$
0.63
$
0.63
161 - 162 %
$
57,698
Number of
Term
Exercise
Market Price on Grant
Volatility
Fair
Reporting Date
Options
(Years)
Price
Date
Percentage
Value
08/13/25
100,000
2.5
$
0.63
$
0.63
161 - 162 %
$
46,158
Note
14 - Commitments and Contingencies
The
Company entered into an office lease Effective July 1, 2021, which was terminated on August 11, 2025. The primary term of the lease was five years with one renewal option for
an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows:
Schedule
of Minimum Annual Lease Payments
Primary Period
Amount
Amount During Renewal Period
Amount
July 1 to June 30, 2022
$ 180,456
July 1 to June 30, 2027
$ 240,662
July 1 to June 30, 2023
$ 201,260
July 1 to June 30, 2028
$ 247,882
July 1 to June 30, 2024
$ 224,330
July 1 to June 30, 2029
$ 255,319
July 1 to June 30, 2025
$ 229,312
July 1 to June 30, 2026
$ 233,653
Under
ASC 842, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $ 870,406 representing the
present value of the future payments under the lease calculated using an 8 % discount rate (the current borrowing rate of the company).
The ROU and lease liability are amortized over the five-year life of the lease. The unamortized balances as of September 30, 2025 were
ROU asset of $ 45,805 and a current portion of the lease liability of $ 57,700 . At December 31, 2024, the unamortized balances were ROU
asset of $ 299,722 , the current portion of the lease liability was $ 212,964 and non-current portion of the lease liability was $ 114,148 .
Additionally,
the Company recognized rent expense of $ 41,253 and $ 152,691 for the lease during the three and nine months ended September 30, 2025,
respectively.
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. The Company intends to vigorously defend itself against Sabby’s claims and 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.
F- 22
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 has answered the amended complaint
is due on March 29, 2024. 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.
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. The parties have agreed to participate in a mediation on December 15, 2025. 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.
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.
F- 23
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 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.
Note
15 - Subsequent Events
Management
evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements
were issued. Based upon this review, other than as set forth below, management did not identify any subsequent events that would have
required adjustment or disclosure in the financial statements.
Employment
Agreement
On
October 3, 2025, the Company entered into the Employment Agreement with Ms. Russell, the Company’s Chief Financial Officer. The
Employment Agreement is retroactively effective as of June 30, 2025. Under the terms of the Employment Agreement, for serving as the
Company’s Chief Financial Officer, Ms. Russell will receive an annual base salary equal to $ 250,000 . Ms. Russell will also be eligible
for an annual bonus, which will be evaluated based on performance and company sales goals to be agreed upon by Ms. Russell and her direct
supervisor. In addition, Ms. Russell shall be granted (i) 200,000 options to purchase Company stock with a strike price of $ .49 cents,
which shall have been fully vested upon the Effective Date, and (ii) within 10 days of the signing of the Employment Agreement, 350,000
retention RSUs with immediate vesting subject to a six (6) month hold beginning on June 30, 2025 on any sales.
Name
and Symbol Change
On
September 16, 2025, the Board approved the change in the name of the Company to “Bonk, Inc.” (the “Name Change”)
and the change in the trading symbol of the Company to “BNKK” on the Nasdaq Capital Market (the “Symbol Change”)
to align with its major transformation into a BONK strategy company. On October 8, 2025, to effectuate the Name Change, the Company filed
a Certificate of Amendment of the Certificate of Incorporation of the Company, as amended and restated (the “Charter Amendment”),
with the Secretary of State of the State of Delaware. The Name Change and the Symbol Change took effect on the Nasdaq Capital Market
on October 10, 2025.
Series
C Certificate of Designation Amendment
On
October 10, 2025, the Company, upon approval of the Company’s Board of Directors and the sole holder of the Company’s Series
C Convertible Preferred Stock, filed an Amendment to the Amended and Restated Certificate of Designation of Series C Preferred Stock
with the Secretary of State of the State of Delaware (the “Series C Certificate of Designation Amendment”). The Series C
Certificate of Designation Amendment adds a “step-down provision” in respect of the rights granted to the holders of Series
C Preferred Stock to elect members of the Board.
Nasdaq
Compliance
On
November 5, 2025, the Company received a letter (the “Letter”) from the staff of the Nasdaq Stock Market Listing Qualifications
(“Staff”) that the previously disclosed private placements that the Company entered into on August 8, 2025 and August 29,
2025 (the “Transactions”) together and individually failed to comply with the following Nasdaq Listing Rules (the “Rules”):
(i) notification requirements under Listing Rules 5250(b)(1), 5250(e)(2)(B) and 5250(e)(2)(D); (ii) Shareholder Approval requirements
under Listing Rules 5635(a) and 5635(b); and (iii) Voting Rights requirements under Listing Rule 5640.
The
Letter further stated that based on the Company’s corrective actions to amend the Transactions and subsequent disclosures, Staff
has determined that the Company has regained compliance with the Rules, and that the matter is closed.
August
8, 2025 Transaction
On
August 8, 2025, the Company entered into a Securities Purchase Agreement for an offering of 35,000 shares of its Series C Convertible
Preferred Stock (the “Preferred Stock”), convertible into 62,701,541 shares of common stock, subject to a conversion cap
of 19.99 % of the outstanding shares of Common Stock until stockholder approval is obtained. The Preferred Stock also included rights
to appoint 50% of the Company’s board of directors as long as the Preferred Stock remained issued and outstanding (the “Board
Appointment Right”). Staff determined that the Company violated Listing Rule 5640 by issuing Preferred Stock with designation rights
at a level disproportionally greater than its ownership position, thereby reducing the existing shareholders’ voting power. Staff
has also determined that, as a result of the Board Appointment Right, the issuance of the Preferred Stock resulted in a Change of Control
and as a result required shareholder approval under Listing Rule 5635(b). Since the Company failed to receive shareholder approval prior
to the issuance of Preferred Stock, the Company violated Listing Rule 5635(b). Finally, the Company failed to notify Nasdaq 15 days prior
to the issuance of the Preferred Stock, as required by Listing Rule 5250(e). On September 13, 2025, the Company filed the Notification
Form Listing of Additional Shares. Subsequently, on October 6, 2025, the Company amended the Board Appointment Right of the Preferred
Stock to include a step-down provision to comply with the Voting Rights Rule under Listing Rule 5640.
August
25, 2025 Transaction
On
August 25, 2025, the Company entered into an agreement to issue 51,921,080 shares (the “Shares”) of common stock to a single
investor for consideration paid in BONK Tokens valued at $ 25 million based on the August 22, 2025, closing price for BONK Tokens (the
“PIPE”). On September 5, 2025, the Company filed the Listing of Additional Shares for the PIPE. According to the Form 8-K
filed August 29, 2025, the Company closed the PIPE, and the Shares were issued. Upon review, Staff determined that the Company violated
Listing 5635(a) which requires shareholder approval prior to the issuance of securities in connection with the acquisition of the stock
or assets of another company if number and the voting power of shares of common stock to be issued is equal to or in excess of 20% of
the number of shares or voting power outstanding before the issuance of stock or securities convertible into or exercisable for common
stock. However, in a correspondence dated October 10, 2025, the Company stated that on September 3, 2025, the Company instructed the
transfer agent to not issue the Shares. Notwithstanding this information along with the Company’s public disclosure and Listing
of Additional Shares notification form stating that the transaction closed on August 29, 2025, it wasn’t until October 16, 2025,
that the Company filed a Form 8-K, updating its inaccurate disclosure stating that the Shares have not been issued and the issuance is
subject to shareholder approval. As a result, Staff has determined that the Company failed to comply with the obligation to make prompt
public disclose of material information material information under Listing Rule 5250(b)(1). Although Staff has determined that the Transactions
violated Nasdaq’s notification requirements under Listing Rules 5250(b)(1), 5250(e)(2)(B) and 5250(e)(2)(D), Nasdaq’s shareholder
approval requirements under Listing Rules 5635(a) and 5635(b), and Nasdaq’s Voting Rights Rule under 5640, based on the Company’s
corrective actions to amend the Transactions and subsequent disclosures, Staff has determined that the Company has regained compliance
with the Rules, and this matter is closed.
Increase
in Authorized Shares
On
October 31, 2025, at the Special Meeting of Stockholders of Bonk, Inc. (the “Company”), the stockholders of the Company approved
an amendment (the “Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, to increase
the Company’s authorized number of shares of common stock, par value $ 0.001 per share, from 250,000,000 shares to 1,000,000,000
shares. On November 4, 2025, the Company filed the Amendment with the Secretary of State of the State of Delaware, which became effective
when filed on November 4, 2025. In the same meeting the shareholders also approved the conversion of preferred C shares held by Lucky Dog Holding.
This event will remove the 20% limitation which results in a change of control.
F- 24
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD
LOOKING STATEMENTS
This
quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”,
“plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”
or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by these forward- looking statements. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable
law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform
these statements to actual results.
Our
unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related
notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly
report.
In
this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common
shares” refer to the common shares in our capital stock.
As
used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our”, “BONK”
and the “Company” mean Bonk, Inc.
General
Overview
Bonk, Inc. (NASDAQ: BNKK) was
formerly known as Safety Shot, Inc., and prior to that, Jupiter Wellness, Inc. In August 2023 the Company acquired certain assets of GBB
Drink Lab Inc which included the blood alcohol reduction drink Sure Shot (the “Sure Shot Dietary Supplement”), an over-the-counter
drink that can lower blood alcohol content to allow recovery from the effects of alcohol by supporting its metabolism. Concurrently with
the purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched the
Sure Shot Dietary Supplement in December 2023.
On
June 27, 2025, the Company completed the acquisition of Yerbaé, a premium plant-based energy beverage company, in a transaction
accounted for as a business combination. The Yerbaé acquisition supports Safety Shot’s strategic growth in the functional
beverage market by expanding its presence in clean energy drinks distributed through retail and e-commerce channels.
In
September 2025, the Company entered into a digital asset transaction with Bonk, a Solana-based cryptocurrency project. The Company received
Bonk tokens in connection with this transaction, which are accounted for as indefinite-lived intangible assets under ASC 350. The Bonk
transaction represents the Company’s initial entry into the digital asset space and is intended to support its strategic initiatives
related to digital brand engagement and emerging blockchain-based marketing opportunities. The fair value of the Bonk tokens is remeasured
each reporting period, with any decreases in value recognized in current period earnings.
The
Sure Shot Dietary Supplement has been formulated to reduce the accumulation of blood alcohol content by supporting its metabolism. Noteworthy
is the fact that the Sure Shot Dietary Supplement comprises 28 active ingredients, all of which are Generally Regarded As Safe (GRAS).
Under sections 201(s) and 409 of the Federal Food, Drug, and Cosmetic Act (the “Act”), any substance intentionally added
to food is a dietary supplement subject to premarket review and approval by the FDA, unless the substance is generally recognized by
qualified experts as 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.
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.
2
Our
focus centers on the commercialization of a 4-ounce dietary supplement positioned for rapid alcohol metabolism support. Beyond our existing
product, we also offer a convenient powdered stick pack version, aligning with our vision to meet evolving consumer demands. With the
addition of Yerbaé’s plant-based beverages and the Company’s entry into digital asset activities through the Bonk
transaction, Safety Shot continues to explore complementary opportunities that expand its brand presence, distribution channels, and
long-term growth potential in both functional wellness and emerging digital ecosystems.
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 an array of products that can be purchased at various
locations that coincide with consumer shopping habits. Yerbaé’s plant-based beverages are available in several Big Box retailers.
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 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.
3
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 as well as Big Box stores. To drive loyalty, word-of-mouth marketing, and
sustainable growth, we invest in customer experience and customer relationship management.
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 Safety Shot Dietary Supplement and Yerbaé’s plant-based beverages, stand 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.
In
addition to our advancements in functional wellness and dietary supplement formulations, we have also begun exploring opportunities within
the digital asset ecosystem. Through our recent digital asset transaction, we are evaluating how blockchain technologies and digital
engagement strategies can be integrated into our brand and product marketing initiatives. We view this as an extension of our innovation
strategy, leveraging emerging technologies to enhance consumer interaction, loyalty programs, and digital community-building initiatives
that complement our core product lines.
4
Recent
Developments
Acquisition
of Yerbaé Brands
On
June 27, 2025, the Company completed the acquisition of Yerbaé, a premium energy beverage company, in a transaction accounted
for as a business combination under ASC 805, Business Combinations . The acquisition supports the Company’s strategic growth
in the functional beverage market.
Settlement
and Exchange Agreement
On
January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the
principal amount of $1,750,000 maturing on December 31, 2026 (the “Secured Convertible Note”); and (ii) a convertible note
in the principal amount of $3,500,000 maturing July 21, 2025 (the “Convertible Note,” and, together with the Secured Convertible
Note, the “Notes”). The notes entered were due to a legal settlement and no cash was received. On June 12, 2025, Bigger sold
the notes to Trajan and Fried. The sale had no impact on the Company’s outstanding balance.
On
July 2, 2025, the Company entered into an Exchange Agreement by and among the Company and the Investors. Pursuant to the Exchange Agreement,
the parties intended to effect a voluntary security exchange transaction whereby the Investors exchanged the Secured Convertible Note
and (ii) the Convertible Note for an aggregate of 7,212 shares of the Series B Preferred Stock.
August
Purchase Agreement
On
August 8, 2025, the Company entered into a Securities Purchase Agreement (the “August Purchase Agreement”) with an institutional
investor entity (the “Investor”) for a private investment in public equity (the “PIPE Offering”) of 35,000 shares
of its Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), convertible into
62,701,541 shares of common stock, par value $0.001 (the “Common Stock”), at a conversion price of $0.5582 per share of Common
Stock. The 35,000 shares of Series C Preferred Stock are referred to herein as the “SPA Preferred Stock Shares.” The issuance
of the SPA Preferred Stock Shares is expected to occur not later than August 20, 2025.
The
Investor will pay the $25 million purchase price for the SPA Preferred Stock Shares in the form of BONK tokens (the “Consideration
Tokens”), based on the closing price of BONK tokens on August 10, 2025. The Consideration Tokens will be held in the custodian
wallet account designated and controlled by the Company’s Board of Directors (the “Board”). The payment of the Consideration
Tokens is expected to occur not later than August 20, 2025.
On
August 8, 2025, the Company also entered into a Revenue Sharing Agreement (the “Revenue Sharing Agreement”) with the Investor,
pursuant to which the Company agreed to issue 100,000 shares of the Series C Preferred Stock, convertible into 179,147,260 shares of
Common Stock at a conversion price of $0.5582 per share of Common Stock, in exchange for an amount equal to 10% of all gross revenue
of LetsBonk.fun in perpetuity. The 100,000 shares of Series C Preferred Stock are referred to herein as the “RSA Preferred Stock
Shares,” and the SPA Preferred Stock Shares and the RSA Preferred Stock Shares are collectively referred to herein as the “Preferred
Stock Shares.”
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. On December 3, 2024, U.S. Patent No. 12,156,878 (formerly U.S. Patent Application
No. 18/395,656) was granted. This patent is a utility patent and covers 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.
5
Government
Regulation
The
Sure Shot Dietary Supplement and Yerbaé’s Plant-Based Beverages
The
production, distribution and sale in the United States of the Sure Shot Dietary Supplement and Yerbaé’s plant-based beverages are 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 and Yerbaé’s plant-based beverages.
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. 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 and Yerbaé’s plant-based beverages, 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.
6
Results
of Operations
For
the three months ended September 30, 2025 and 2024
For the Three Months
Ended September 30,
2025
2024
Beverage sales
$ 1,514,817
$ 110,213
Related party income from digital assets
509,085
-
Cost of Sales
1,480,760
402,399
Gross Profit
543,142
(292,186 )
Total operating expenses
(17,215,566 )
(11,348,320 )
Other income (expense)
(16,908,791 )
10,413
Loss from discontinued operations
-
(299,184 )
Net income (loss)
$ (33,581,216 )
$ (11,929,277 )
Revenues
and Cost of Sales
We
generated $1,514,817 in beverage revenue and $509,085 in related party income from digital assets for the three months ended
September 30, 2025 compared to $110,213 in revenues for the three months ended September 30, 2024. Revenue increased due to our
acquisition of Yerbaé along with a new marketing strategy, which was implemented in the third quarter of 2025. The increase
was also due to the revenue sharing agreement entered into during the three months ended September 30, 2025. Cost of sales for the
three months ended September 30, 2025 was $1,480,760 compared to $402,399 for the three months ended September 30, 2024. The
increase is due to increased revenues during the three months ended September 30, 2025.
Operating
Expenses and Other Income (Expense)
We
had total operating expenses of $17,215,566 for the three months ended September 30, 2025 compared to $11,348,320 for the three months
ended September 30, 2024.
Operating
expenses for the three months ended September 30, 2025 were in connection with our daily operations as follows: (i) marketing expenses
of $216,143; (ii) research and development of $8,668; (iii) legal and professional expenses of $5,543,273, consisting of corporate advisory
services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $42,002; (v) depreciation
and amortization of $202,237; (vi) general and administrative expenses of $1,589,037, consisting of payroll and related taxes, travel,
meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office
and administration expenses; and (vii) stock based compensation of $9,614,206.
Operating
expenses for the three months ended September 30, 2024 were in connection with our daily operations as follows: (i) marketing expenses
of $2,186,808; (ii) research and development of $10,315; (iii) legal and professional expenses of $2,586,915, consisting of corporate
advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $93,357; (v) depreciation
and amortization of $109,033; (vi) general and administrative expenses of $995,872, consisting of payroll and related taxes, travel,
meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office
and administration expenses; and (vii) stock based compensation of $5,366,021. Other income for the three months ended September 30,
2024 consisted of net interest expense of $57,919 and realized gain on sale of stock of $68,333.
Other
income for the three months ended September 30, 2025 included: (i) interest income of $72,227; (ii) interest expense of $273,711;
(iii) loss on settlement of $4,278,036; (iv) gain on sale of stock of
$500,000; (v) loss on exchange of $120,446; (vi) unrealized loss on digital asset of $7,213,473 and (vii) unrealized loss on
equity investment of $5,595,353.
7
Other
income for the three months ended September 30, 2024 included: (i) interest income of $9,484; (ii) interest expense of $67,404; and (iii)
realized gain on sale of stock of $68,333.
For
the nine months ended September 30, 2025 and 2024
For the Nine Months
Ended September 30,
2025
2024
Beverage sales
$ 1,601,866
$ 519,793
Related party income from digital assets
509,085
-
Cost of Sales
1,522,942
2,549,099
Gross Profit (Loss)
588,008
(2,029,306 )
Total operating expenses
(26,990,405 )
(32,923,489 )
Other income (expense)
869,193
(626,062 )
Loss from discontinued operations
-
(299,184 )
Net income (loss)
$ (25,533,204 )
$ (35,878,042 )
Revenues
and Cost of Sales
We
generated $1,601,866 in beverage sales and $509,085 in related party income from digital assets for the nine months ended
September 30, 2025 compared to $519,793 in beverage sales for the nine months ended September 30, 2024. Revenue increased due to our
acquisition of Yerbaé along with a new marketing strategy, which was implemented in the third quarter of 2025. The increase
was also due to the revenue sharing agreement entered into during the nine months ended September 30, 2025. Cost of sales for the
nine months ended September 30, 2025 was $1,522,942 compared to $2,549,099 for the nine months ended September 30, 2024. The
increase is due to increased revenues in 2025, but was partially offset by a one-time inventory write-off of $1,902,279 in 2024
related to product rebranding.
Operating
Expenses and Other Expense
We
had total operating expenses of $26,990,405 for the nine months ended September 30, 2025 compared to $32,923,489 for the nine months
ended September 30, 2024.
Operating
expenses for the nine months ended September 30, 2025 were in connection with our daily operations as follows: (i) marketing expenses
of $1,436,194; (ii) research and development of $24,190; (iii) legal and professional expenses of $9,136,580, consisting of corporate
advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $153,771; (v) depreciation
and amortization of $423,822; (vi) general and administrative expenses of $3,304,536, consisting of payroll and related taxes, travel,
meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office
and administration expenses; and (vii) stock based compensation of $12,511,312.
Operating
expenses for the nine months ended September 30, 2024 were in connection with our daily operations as follows: (i) marketing expenses
of $6,230,903; (ii) research and development of $271,719; (iii) legal and professional expenses of 6,839,639, consisting of corporate
advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of 313,598; (v) depreciation
and amortization of $318,035; (vi) general and administrative expenses of $2,537,927, consisting of payroll and related taxes, travel,
meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office
and administration expenses; and (vii) stock based compensation of $16,411,690.
Other
income for the nine months ended September 30, 2025 included: (i) interest income of $64,863; (ii) interest expense of $496,840;
(iii) loss on settlement of $4,640,465; (iv) gain on marketable securities of $180,556 (v) gain on sale of stock of $500,000; (vi)
loss on exchange of $120,446; (vii) unrealized gain on equity investment $12,594,998, (viii) unrealized loss on digital asset of
$7,213,473, (ix) realized gain on marketable securities $180,556.
Other
income/expense for the nine months ended September 30, 2024, included: (i) interest income of $40,699; (ii) interest expense of $252,108;
(iii) recognized gain on sale of stock of $231,159 and (iv) net loss on sale of marketable securities of $46,658 and other expenses of
$599,155.
8
Item
3. Quantitative and Qualitative Disclosures About Market Risk
As
a “smaller reporting company”, we are not required to provide the information required by this Item.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
The
Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s
Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management,
including its Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure
based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure
controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control
objectives. In designing periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating
the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officers have
concluded that the Company’s disclosure controls and procedures are ineffective in reaching that level of assurance.
At
the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of
the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective to ensure that the material information
required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including
our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities
and Exchange Commission rules and forms relating to the Company, based on the assessment and control of disclosure decisions currently
performed by a small team. The Company plans to expand its management team and build a fulsome internal control framework required by
a more complex entity.
Changes
in Internal Control Over Financial Reporting
During
the past six months and previous fiscal year, we implemented significant measures to remediate the previously disclosed ineffectiveness
of our internal control over financial reporting, which included an insufficient degree of segregation of duties amongst our accounting
and financial reporting personnel, and the lack of a formalized and complete set of policy and procedure documentation evidencing our
system of internal controls over financial reporting. The remediation measures consisted of the hiring of individuals with appropriate
experience in internal controls over financial reporting, and the modification of our accounting processes and enhancement to our financial
controls, including the testing of such controls.
On
June 27, 2025, we completed the acquisition of Yerbae Brands Corp. (“Yerbae”), a transaction that significantly expanded
our operations and business structure. As permitted by SEC guidance, management has excluded Yerbae from its assessment of the effectiveness
of the Company’s internal control over financial reporting as of September 30, 2025.
Management
is in the process of integrating Yerbae into our overall internal control framework. As such, our internal controls over financial reporting
will be evaluated to incorporate Yerbae in future periods.
Other
than as described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f)
under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations
on the Effectiveness of Controls
Management
has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how
well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal
control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation
in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud,
if any, within the Company have been detected.
9
PART
II - OTHER INFORMATION
Item
1. 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. 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 and 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. The Company intends
to vigorously defend itself against Sabby’s claims and 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.
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 has answered the amended complaint
is due on March 29, 2024. 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.
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. The parties have agreed to participate in a mediation on December 15, 2025. 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.
10
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 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.
Item
1A. Risk Factors
In
addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed under the heading “Risk
Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material
changes to our risk factors from those included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
Not
applicable.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
None.
11
Item
6. Exhibits
Exhibit
Number
Description
(3)
3.1
Certificate of Designation of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on August 14, 2025)
(4)
4.1
Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the SEC on July 24, 2025)
4.2
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed with the SEC on July 24, 2025)
(10)
10.1
Form of Securities Purchase Agreement, dated July 21, 2025 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on July 24, 2025)
10.2
Form of Placement Agency Agreement, dated July 21, 2025 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on July 24, 2025)
10.3
Form of Securities Purchase Agreement, dated August 8, 2025 (incorporated by reference to Exhibit 10.1 the Current Report on Form 8-K filed with the SEC on August 14, 2025)
10.4
Form of Revenue Sharing Agreement, dated August 8, 2025 (incorporated by reference to the Exhibit 10.2 Current Report on Form 8-K filed with the SEC on August 14, 2025)
(31)
Rule 13a-14 (d)/15d-14d) Certifications
31.1
Section 302 Certification by the Principal Executive Officer
31.2
Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)
Section 1350 Certifications
32.1*
Section 906 Certification by the Principal Executive Officer
32.2
Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101 *
Interactive Data File
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
The certifications attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Registrant for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
12
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Safety
Shot, INC.
Dated:
November 19, 2025
/s/
Jarrett Boon
Jarrett
Boon
Chief
Executive Officer
(Principal
Executive Officer Officer)
13
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.