What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-03-28 · 376 added, 452 removed, 216 unchanged (79% of the section changed)

SHOT) was formerly known as Jupiter Wellness Inc.

In August 2023, the Company successfully completed the asset purchase

of the Safety Shot Dietary Supplement from GBB Drink Lab, Inc.

(“GBB”), thereby gaining ownership of various assets, including

the intellectual property, trade secrets, and trademarks associated with its dietary supplement (the “Safety Shot Dietary Supplement”).

Concurrently with the asset purchase, the Company changed its name to Safety Shot, Inc.

BNKK) was formerly known as Safety Shot, Inc., and prior to that, Jupiter Wellness, Inc.

August 2023 Jupiter Wellness, Inc.

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, relying on 28 active ingredients, all falling under the FDA’s Generally

Regarded As Safe (GRAS) category.

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 .

Concurrently with the purchase, the Company changed its name to

Safety Shot, Inc.

and changed its NASDAQ trading symbol to SHOT.

The Company launched its e-commerce sale of the Safety Shot Dietary Supplement in December 2023.

On October 9, 2024, the Company renamed

the Safety Shot Dietary Supplement as the “Sure Shot Dietary Supplement.”

Sure Shot Dietary Supplement has been formulated to reduce the accumulation of blood alcohol.

Noteworthy is the fact that the Sure Shot

Dietary Supplement comprises 28 active ingredients, all falling under the Generally Regarded As Safe (GRAS) category.

Under sections

201(s) and 409 of the Federal Food, Drug, and Cosmetic Act (the Act), any substance that is intentionally added to food is a dietary

supplement, that is subject to premarket review and approval by the FDA, unless the substance is generally recognized, among qualified

experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise

excepted from the definition of a dietary supplement.

crucial to note that the Sure Shot Dietary Supplement is currently manufactured in a facility adhering to Good Manufacturing Practices

(GMP), ensuring the highest standards of quality and safety throughout its production process.

The Company currently maintains a workforce

comprising eight full-time employees of its own.

in Consumer Packaged Goods, our focus centers on the commercialization of a 12-ounce product positioned as a dietary supplement.

our existing product, we have introduced new product lines, including a convenient powdered stick pack version and a 4-ounce

version of the Sure Shot Dietary Supplement.

Company has discontinued the historical product lines of Jupiter Wellness which included a diverse range of products, such as hair loss

treatments, vitiligo solutions, and sexual wellness products, that catered to different health and wellness needs and our commitment

to supporting health and wellness by developing innovative solutions to a range of conditions.

In connection therewith, on September

24, 2024, the Company entered into a Separation and Exchange Agreement with its subsidiary Caring Brands, Inc.

whereby Caring Brands

will seek to commercialize this product line.

Caring Brands will be responsible for all costs associated with the operation of that line

The Company will focus its efforts on the commercialization of the Sure Shot Dietary Supplement.

The Company will retain

ownership of 3,000,000 shares of Caring Brands, Inc.

Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc.

to govern the separation of SRM and the Company.

On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended

and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM and the

The separation as set forth in the Amended and Restated Exchange Agreement with the Company closed August 14, 2023.

to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing

79.3% of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing

all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”).

On August 14, 2023, SRM consummated its

Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share.

In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the

Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective

date of the Registration Statement but prior to the closing of the IPO.

Following such distribution, the Company owns 4.0 million of

the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company.

achieve our mission, we rely on our team of highly skilled and experienced professionals who are committed to advancing our vision of

health and wellness.

Our team includes individuals with scientific backgrounds, an experienced researcher, product developers, and business

experts who collaborate to create new products and enhance existing ones.

We also seek to partner with industry leaders and organizations

to gain access to the latest technologies and expand our reach.

Sure Shot Dietary Supplement is currently sold through e-commerce and in retail stores.

In addition, we are seeking to collaborate with

other companies to license our intellectual property, to create additional revenue streams and expand our global presence.

we do not experience concentration risk or dependence on major customers.

maintain a diverse network of raw material suppliers integral to our production processes.

Acquisition strategies encompass both direct

procurement and collaborative efforts with our co-packers.

The selection of suppliers is contingent upon various factors, including ingredient

specificity, availability, and other essential considerations.

Notably, these suppliers coincide with those currently providing materials

to other facilities engaged in the manufacturing of drinks, powders, tablets, and capsules.

Our roster of suppliers comprises reputable

entities such as Jiaherb, Compound Solutions, Kyowa-Hakko, Mitsubishi Ingredients, Nura, Sensapure Flavors, Brenntag, E3 Ingredients,

Ingredients Online, among others.

This strategic alliance with established industry players underscores our commitment to sourcing high-quality

raw materials essential for the production of our innovative product line.

Furthermore, our approach to supplier relationships reflects

a dedication to maintaining a seamless and reliable supply chain.

We believe that this not only ensures the consistency of our current

offerings but also positions us favorably for future developments.

The Management believes that as we continue to expand our product

portfolio, we believe that these partnerships with trusted suppliers play a pivotal role in upholding the standards that we expect of

The Company launched the Sure Shot Dietary Supplement in December 2023.

January 8, 2025, the Company entered into an Arrangement Agreement (the “Arrangement Agreement”) with Yerbaé Brands

(“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, collectively, “Yerbaé”.

The Yerbaé acquisition supports the Company’s strategic growth in the functional

beverage market by expanding its presence in clean energy drinks distributed through retail and e-commerce channels.

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

September 2025, the Company entered into a digital asset transaction with Bonk, a Solana-based cryptocurrency project.

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.

Company has discontinued Jupiter Wellness, Inc.’s historical product lines, which included a diverse range of products, such as

hair loss treatments, vitiligo solutions, and sexual wellness products.

In connection therewith, on September 24, 2024, the Company entered

into a Separation and Exchange Agreement with its subsidiary Caring Brands, Inc.

whereby Caring Brands would commercialize this product

Caring Brands became responsible for all costs associated with the operation of that line of business.

The Company retained ownership

of 3,000,000 shares of Caring Brands, Inc.

Shot Dietary Supplement

Sure Shot Dietary Supplement was launched on our own website and through Amazon in December 2023 and with several Big Box stores.

Company is advancing several product formats and formulations to continue to offer a wide array of products that can be purchased at

various locations that coincide with consumer shopping habits.

In particular, the Company plans to develop new flavors for

each of its current SKUs (12oz., 4 oz.

Company continues to sell the Sure Shot Dietary Supplement in each of its current SKUs (12oz., 4 oz.

and “Stick Pack”).

In addition, the current formula will be offered at various dosages

and the Company plans to conduct additional research studies as follows:

assessing varying dosages of the Sure Shot Dietary Supplement

against body weight, gender and age, examining several current and proposed ingredients with respect to their specific role in reducing

BAC and how they affect the enzymatic activity associated with the metabolism of alcohol, and finally, examining additional markers with

respect to improving post-alcohol consumption symptoms and feelings.

Company intends to perform the additional research studies in Q2 and Q3 of 2025.

The Company will continue to sponsor the studies and

intends to work with the Center for Applied Health Sciences (“CAHS”) in Canfield, OH.

The participants will be selected based

upon the parameters of the individual studies and the Company will follow the same protocols employed in the clinical trials at the CAHS

described in more detail below in “Research and Development.”

and Development

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.

have conducted extensive informal research and experimentation involving a substantial number of volunteers under the influence of alcohol.

Our findings indicate that the Sure Shot Dietary Supplement can reduce a person’s Blood Alcohol Content, as measured by the premier

Breathalyzer on the market.

We have recently completed our clinical trials of the Sure Shot Dietary Supplement which have shown a statistically

significant reduction in the Blood Alcohol Content (“BAC”) of the participants.

The observable enhancements in cognitive

abilities among the test subjects have been carefully documented.

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.

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.

of Yerbaé Brands

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 transaction significantly expanded our operations and

business structure, while the acquisition supports our strategic growth in the functional beverage market.

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”).

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.

addition of Yerbaé’s plant-based beverages and the Company’s entry into digital asset activities through the Bonk

transaction, the Company 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.

and Marketing

primarily sell our products through e-commerce websites including Amazon and through retail stores.

To drive loyalty, word-of-mouth marketing,

and sustainable growth, we invest in customer experience and customer relationship management.

Our marketing investments are directed

towards driving profitable growth through advertising, public relations, and brand promotion activities, including digital platforms,

sponsorships, collaborations, brand activations, and channel marketing.

Additionally, we continue to invest in our marketing and brand

development efforts by investing capital expenditures on product displays to support our channel marketing via our retail partners.

launched the Sure Shot Dietary Supplement in stores such as BevMo!

primarily sell our Sure Shot Dietary Supplement and Yerbaé’s plant-based beverages through e-commerce websites including

Amazon and through retail stores.

To drive loyalty, word-of-mouth marketing, and sustainable growth, we invest in customer experience

and customer relationship management.

Our marketing investments are directed towards driving profitable growth through advertising, public

relations, and brand promotion activities, including digital platforms, sponsorships, collaborations, brand activations, and channel

Additionally, we continue to invest in our marketing and brand development efforts by investing capital expenditures on product

displays to support our channel marketing via our retail partners.

We launched the Sure Shot Dietary Supplement in stores such as BevMo!

in the second quarter of 2024.

1 unchanged sentence

Logistics and Fulfillment

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.

outsource the manufacturing of our drink and dietary products to contract manufacturers, who produce them according to our formulation

specifications.

The 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.

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.

Competitive Strengths

14 unchanged sentences

companies involved in the production of health and welfare products, including beverages.

to Third Amended and Restated Certificate of Incorporation

December 9, 2025, the Company filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Third Amended

and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the

Company’s common stock, $0.001 par value per share (“Common Stock”), at a rate of 1-for-35 (the “Reverse Stock

Split”), effective as of 12:01 a.m.

Eastern Time on December 11, 2025.

Reverse Stock Split decreased the number of shares of Common Stock issued and outstanding from 184,976,280 shares to 5,285,037 shares,

subject to adjustment for the rounding up of fractional shares.

Accordingly, each holder of Common Stock now owns fewer shares of Common

Stock as a result of the Reverse Stock Split.

However, the Reverse Stock Split affected all holders of Common Stock uniformly and did

not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted

in an adjustment to a stockholder’s ownership of Common Stock due to the treatment of fractional shares in the Reverse Stock Split.

Therefore, voting rights and other rights and preferences of the holders of Common Stock were not affected by the Reverse Stock Split.

Common stock issued pursuant to the Reverse Stock Split remains fully paid and non-assessable, without any change in the par value per

Pursuant to the Charter Amendment, no fractional shares were issued in connection with the Reverse Stock Split.

Stockholders who

otherwise would be entitled to receive fractional shares will receive cash for each fraction of a share they hold.

Common Stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market on December 11, 2025.

The trading symbol

for Common Stock remains “BNKK.” The new CUSIP number for Common Stock following the Reverse Stock Split is 48208F303.

Agreements Relating to July 2025 PIPE Warrants

November 7, 2025, the Company entered into the July 2025 PIPE Warrants Exchange Agreement by and between the Company and the July 2025

Pursuant to the July 2025 PIPE Warrants Exchange Agreement, the July 2025 Purchasers shall exchange the July 2025 PIPE Warrants

(as defined below) held by them for an aggregate of 30,000,000 shares of common stock.

Pursuant to the July 2025 PIPE Warrants Exchange

Agreement, 30,000,054 shares, including minor adjustments, have been issued to the July 2025 Purchasers on December 9 , 2025.

Agreements Relating to the Bigger Warrants

November 7, 2025, the Company entered into respective Exchange Agreements (the “Bigger Warrants Exchange Agreements”) by

and between the Company and each of two accredited investors (the “Investors”).

Pursuant to the Bigger Warrants Exchange

Agreements, each of the Investors shall exchange the portion of the Bigger Warrants (as defined below) that it held for 1,643,663 shares

of common stock.

The shares of common stock issuable pursuant to the Bigger Warrants Exchange Agreements, totaling an aggregate of 3,287,326

shares, were issued in two separate transactions on November 25, 2025 and November 28, 2025.

Letter and Re-compliance

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.

of Chief Operating Officer and Chief Financial Officer

August 29, 2025, David Sandler resigned as the Chief Operating Officer of the Company effective as of such date.

Sander’s resignation

was not due to any disagreement with the Company or the Board of any matter relating to the Company’s operations, policies or practices.

As of September 1, 2025, Mr.

Sandler began a six-month term as a consultant for the Company.

July 25, 2025, Danielle Derosa resigned as the Chief Financial Officer of the Company, effective as of such date.

of Chief Financial Officer

July 30, 2025, the Board of Directors appointed Markita L.

Russell, to serve as Chief Financial Officer of the Company, effective immediately.

Russell, who has served as the Company’s Controller since 2020, has over 30 years of extensive experience in the financial

and accounting sectors, with a proven track record of managing significant growth and providing strategic financial oversight across

multiple industries.

December 22, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”).

At the annual meeting, by

a majority vote of eligible shareholders, the following members of the Company’s Board of Directors (the “Board”) were

appointed or retained, respectively:

Jarrett Boon, John Gulyas, Christopher Marc Melton, Mitchell Rudy, Connor Klein, James McAvity and

Stacey Duffy.

November 5, 2025, the Company’s Board appointed James McAvity and Stacey Duffy as independent members of the Board to serve until

the Company’s 2026 Annual Meeting of Stockholders.

McAvity and Ms.

Duffy will receive compensation consistent with the Company’s

non-executive directors.

October 10, 2025, the Board appointed Connor Klein as an independent member of the Board and of the Company’s audit committee to

serve until the Company’s 2026 Annual Meeting of Stockholders.

Klein will receive compensation consistent with the Company’s

non-executive directors.

September 5, 2025, the Board appointed Mitchell Rudy as a director to serve until the Company’s 2026 Annual Meeting of Stockholders.

Rudy will receive compensation consistent with the Company’s non-employee directors.

January 12, 2026, John Gulyas notified the Board of his decision to resign from the Board.

Gulyas’ resignation from the

Board was not associated with or attributable to any disagreement with the Company, the Company’s management, or any other member

of the Board.

November 5, 2025, Jordan Schur and Rich Pascucci notified the Board of their decisions to resign from the Board.

and Pascucci’s resignations from the Board were not associated with or attributable to any disagreement with the Company, the Company’s

management, or any other member of the Board.

September 4, 2025, David Long resigned as a director of the Company effective as of such date.

Long’s resignation was not due

to any disagreement with the Company or the Board of any matter relating to the Company’s operations, policies or practices.

in Authorized Number of Shares of Common Stock

October 31, 2025, at the Special Meeting of Stockholders of the Company, the stockholders of the Company approved an amendment (the “Authorized

Shares 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.

November 4, 2025, the Company filed the Authorized Shares Amendment with the Secretary of State of the State of Delaware, which became

effective when filed on November 4, 2025.

and Symbol Change

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.

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.

Name Change and the Symbol Change took effect on the Nasdaq Capital Market on October 10, 2025.

Direct Offering and Concurrent Private Placement

August 29, 2025, the Company closed on the transactions contemplated by that certain Securities Purchase Agreement (the “August

2025 Purchase Agreement”), dated as of August 25, 2025, between the Company and the purchasers named therein, pursuant to which

the Company agreed to issue, in a registered direct offering, 9,239,044 shares (the “RD Shares”) of common stock, to the

registered direct purchasers (the “RD Investors”) at an offering price of $0.46 per share (the “August 2025 RD Offering”).

The gross cash proceeds to the Company in the August 2025 RD Offering were approximately $4,250,000 before deducting offering fees and

to the August 2025 Purchase Agreement, in a concurrent private placement, the Company agreed to sell 51,921,080 shares of common stock

(the “PIPE Shares”) to a separate accredited investor (the “PIPE Investor”) at a purchase price of $0.4815 per

share (the “August 2025 PIPE Offering” and together with the August 2025 RD Offering, the “August 2025 Offering”).

The PIPE Investor agreed to pay the $25 million purchase price for the PIPE Shares in the form of BONK tokens (the “Consideration

Tokens”) based on the closing price of BONK tokens at 4:00 PM EDT on August 22, 2025.

The Consideration Tokens will be held in

the custodian wallet designated and controlled by the board of directors of the Company.

aggregate gross proceeds to the Company from the concurrent August 2025 RD Offering and August 2025 PIPE Offering, before deducting offering

expenses payable by the Company, have a cash value equal to approximately $29,250,000, consisting of approximately $4,250,000 in cash

paid by the RD Investors for the RD Shares and $25,000,000 in BONK tokens paid by the PIPE Investor for the PIPE Shares.

expects to use the net proceeds from the August 2025 Offering for working capital and general corporate purposes.

The August 2025 Offering

closed on August 29, 2025, although as of November 20, 2025, the PIPE Shares have not been issued.

C Preferred Stock

August 11, 2025, the Company filed a Certificate of Designation (the “Series C Certificate of Designation”) of Series C Convertible

Preferred Stock (the “Series C Preferred Stock”) with the Secretary of State of the State of Delaware.

The stated value of

the Series C Preferred Stock is $1,000 per share.

The Series C Certificate of Designation sets forth the rights, preferences and limitations

of the shares of Series C Preferred Stock.

August 15, 2025, the Company filed an Amended and Restated Certificate of Designation (the “Amended and Restated Series C Certificate

of Designation”) of Series C Preferred Stock with the Secretary of State of the State of Delaware, pursuant to which the conversion

price for the Series C Preferred Stock was amended and restated from $0.5582 to equal $1.081, which dollar figure represents the average

Nasdaq Official Closing Price for the five trading days preceding August 9, 2025, with no other changes being made to the designations,

rights or preferences of the Series C Preferred Stock.

October 10, 2025, the Company, upon approval of the Board and the sole holder of the Series C 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.

Purchase Agreement

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

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.

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 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.

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 issuance of the RSA Preferred Stock Shares is expected to occur

not later than August 20, 2025.

On December 10, 2025, the Company amended the agreement for an amount equal to 51% of all gross revenue of LetsBonk.fun.

The Company and the related party can revert back to 10% of all gross revenue at a point in time which the parties agree on such terms.

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.

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.

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.

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”).

stated value of the Series C Preferred Stock is $1,000 per share.

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.

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.

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.

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.

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”).

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.

of Yerbaé Brands

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.

Agreement with Yerbaé Brands Corp.

January 7, 2025, the Company entered into a definitive Arrangement Agreement (the “Arrangement Agreement”) with Yerbaé

Brands Corp., (“Yerbaé”), a corporation organized under the laws of the Province of British Columbia, pursuant to

which, among other things, the Company will acquire all of the issued and outstanding common shares of Yerbaé (the “Arrangement”).

The Arrangement will be implemented by way of a plan of arrangement (the “Plan of Arrangement”) in accordance with the Business

Corporations Act (British Columbia) and is subject to approval by the Supreme Court of British Columbia (the “Court”), the

stockholders of the Company and the shareholders of Yerbaé, among other customary closing conditions for a transaction of this

nature and size .

Consideration

the terms and subject to the conditions of the Arrangement Agreement and the Plan of Arrangement, at the effective time of the Arrangement

(the “Effective Time”) all of the common shares of Yerbaé then issued and outstanding immediately prior to the Effective

Time (including the common shares of Yerbaé to be issued on the settlement of all of the performance share units and restricted

share units of Yerbaé, which will be settled immediately prior to the Effective Time) will be acquired by the Company in consideration

for the right to receive an aggregate of 20,000,000 shares of common stock of the Company (collectively, the “Consideration Shares”).

Each option (each a “Replaced Option”) to purchase common shares of Yerbaé outstanding immediately prior to the Effective

Time (whether or not vested) will be deemed to be exchanged for an option (“Replacement Option”) entitling the holder to

purchase shares of common stock of the Company.

The number of shares of common stock of the Company underlying each Replacement Option

will equal the number of common shares of Yerbaé underlying the corresponding Replaced Option multiplied by the exchange ratio.

The exercise price of each Replacement Option will equal the exercise price of the corresponding Replaced Option divided by the exchange

ratio and each Replacement Option will be fully vested.

In accordance with the respective terms of Yerbaé’s outstanding

warrants and debentures, the terms of each warrant and debenture of Yerbaé will entitle the holder thereof to receive, upon exercise

or conversion, as applicable, in substitution for the number of Yerbaé common shares subject to such warrant or debenture, a number

of shares of Company common stock.

In addition, if the Arrangement is consummated, the Company will pay up to $500,000 of Yerbaé’s

transaction expenses.

Representations

and Warranties;

to the Arrangement Agreement the Company and Yerbaé made customary representations and warranties for transactions of this type.

All of the representations and warranties of the Company and Yerbaé will expire and be terminated at the Effective Time.

of the Company and Yerbaé have also agreed to be bound by certain covenants that are customary for transactions of this type,

including obligations of the parties during the period between the date of the execution of the Arrangement Agreement and the Effective

Time (the “Interim Period”) to, in all material respects, conduct their respective businesses in the ordinary course consistent

with past practice, and to refrain from taking certain specified actions without the prior written consent of the other party, in each

case, subject to certain exceptions and qualifications.

The covenants and agreements of the Company and Yerbaé that by their terms

are to be performed at or after the Effective Time shall, in each case, survive until fully performed.

respective obligations of each party to consummate the Arrangement are subject to the satisfaction or waiver of certain customary

mutual closing conditions, including (i) the issuance of the interim and final orders by the Court with respect to the Arrangement;

(ii) the adoption by the requisite Yerbaé shareholders of a resolution approving the Arrangement (the “Yerbaé

Shareholder Approval”);

(iii) the approval by the requisite Company stockholders of the issuance of the Consideration Shares

and an amended and restated equity incentive plan reserving a number of shares of Company common stock equal to no less than 10% of

the fully diluted shares of Company common stock issued and outstanding immediately following the Effective Time (the “Company

Stockholder Approval”);

(iv) the absence of any law or order prohibiting, rendering illegal or permanently enjoining the

consummation of the Arrangement;

(v) the obtainment of any regulatory approvals required in connection with the Plan of Arrangement,

except for such approvals the failure of which to obtain would not reasonably be expected to have a material adverse effect on the

parties or would not materially impede or delay the completion of the Arrangement;

(vi) the approval by the TSX Venture Exchange;

the approval of the listing of the Consideration Shares by Nasdaq;

(viii) the exemption of the issuance of the Consideration Shares

from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) thereof;

(ix) that the representations of the

other party in the Arrangement Agreement are true and correct as of the date of the Arrangement Agreement and the Effective Time

(subject to certain materiality qualifiers) and (x) that the other party will have complied in all material respects with its

covenants in the Arrangement Agreement.

Additionally,

the obligation of the Company to consummate the Arrangement is subject to the satisfaction or waiver of the following conditions, among

(i) that there will not have occurred during the Interim Period any material adverse effect with respect to Yerbaé;

that the Company shall have received Support Agreements (as defined below) from certain shareholders of Yerbaé representing not

less than 40.1% of the issued and outstanding common shares of Yerbaé (collectively, the “Supporting Yerbaé Shareholders”)

no later than 30 days following the date of the Arrangement Agreement (and such shareholders shall not have breached their obligations

or covenants thereunder in any material respect as of the Effective Time);

and (iii) that the Yerbaé shareholders shall have not

validly exercised and not withdrawn dissent rights with respect to more than 5% of the common shares of Yerbaé then outstanding.

obligation of Yerbaé to consummate the Arrangement is also conditioned upon (i) the Company appointing Todd Gibson to the board

of directors of the Company as of the Effective Time and (ii) that there will not have occurred during the Interim Period any material

adverse effect with respect to the Company.

The Arrangement Agreement was previously filed with the SEC.

Agreement with Bigger Capital

95 unchanged sentences

Intracoastal Settlement Agreement is filed herein as Exhibit 10.33.

with Alta Partners, LLC

or about January 18, 2024, Alta Partners, LLC, (“Alta”) filed a lawsuit against the Company in the federal district court

for the Southern District of New York, case captioned, Alta Partners, LLC v.

Safety Shot, Inc.

24-cv-373 (S.D.N.Y.) (the “Litigation”).

The Litigation stems from the Company’s warrants to purchase shares of Company common stock and asserted causes of action for Breach

of Contract, Breach of the Implied Covenant of Good Faith and Fair Dealing and violation of Section 11 of the Securities Act of 1933.

The Litigation sought compensatory, general and liquated damages in an amount to be proven at trial.

On or about January 29, 2025, the

Company settled this litigation by agreeing to pay $350,000 in exchange for a release of all claims by Alta.

Agreement with Blue Capital S.A., LLC

12 unchanged sentences

The Securities Purchase Agreement is filed herein as Exhibit 10.35.

of Nasdaq Listing Deficiency

January 2, 2025, the Company received a notice from The Nasdaq Stock Exchange (“Nasdaq”) that the closing bid price for our

common stock had been below $1.00 per share for the previous 30 consecutive days, and that we are therefore not in compliance with the

minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (“Rule

5550(a)(2)”).

Nasdaq’s notice has no immediate effect on the listing or trading of our common stock on the Nasdaq Capital

notice indicates that we will have 180 calendar days, until July 1, 2025, to regain compliance with this requirement.

We can regain compliance

with the $1.00 minimum bid listing requirement if the closing bid price of our common stock is at least $1.00 per share for a minimum

of ten (10) consecutive business days during the 180-day compliance period.

the Company does not regain compliance during the initial compliance period, we may be eligible for an additional 180 day period to regain

To qualify, we would be required to meet the continued listing requirement for market value of our publicly held shares and

all other Nasdaq initial listing standards, with the exception of the minimum bid price requirement under Rule 5550(a)(2), and we would

need to provide written notice to Nasdaq of our intention to cure the deficiency during the second compliance period.

If it appears to

Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, we expect that Nasdaq will notify us that

our common stock will be subject to delisting.

We will have the right to appeal a determination to delist our common stock, and our common

stock would remain listed on The Nasdaq Capital Market until the completion of the appeal process.

intend to actively monitor the minimum bid price of our common stock and may, as appropriate, consider available options to regain compliance

with Rule 5550(a)(2), including undertaking a reverse stock split.

However, there can be no assurance that the Company will be able to

regain compliance with Rule 5550(a)(2).

Agreement with Yerbae Brands Corp.

January 7, 2025, the Company entered into a definitive Arrangement Agreement (the “Arrangement Agreement”) with Yerbaé

Brands Corp., (“Yerbaé”), a corporation organized under the laws of the Province of British Columbia, pursuant to

which, among other things, the Company will acquire all of the issued and outstanding common shares of Yerbaé (the “Arrangement”).

The Arrangement will be implemented by way of a plan of arrangement (the “Plan of Arrangement”) in accordance with the Business

Corporations Act (British Columbia) and is subject to approval by the Supreme Court of British Columbia (the “Court”), the

stockholders of the Company and the shareholders of Yerbaé, among other customary closing conditions for a transaction of this

nature and size.

Consideration

the terms and subject to the conditions of the Arrangement Agreement and the Plan of Arrangement, at the effective time of the Arrangement

(the “Effective Time”) all of the common shares of Yerbaé then issued and outstanding immediately prior to the Effective

Time (including the common shares of Yerbaé to be issued on the settlement of all of the performance share units and restricted

share units of Yerbaé, which will be settled immediately prior to the Effective Time) will be acquired by the Company in consideration

for the right to receive an aggregate of 20,000,000 shares of common stock of the Company (collectively, the “Consideration Shares”).

Each option (each a “Replaced Option”) to purchase common shares of Yerbaé outstanding immediately prior to the Effective

Time (whether or not vested) will be deemed to be exchanged for an option (“Replacement Option”) entitling the holder to

purchase shares of common stock of the Company.

The number of shares of common stock of the Company underlying each Replacement Option

will equal the number of common shares of Yerbaé underlying the corresponding Replaced Option multiplied by the exchange ratio.

The exercise price of each Replacement Option will equal the exercise price of the corresponding Replaced Option divided by the exchange

ratio and each Replacement Option will be fully vested.

In accordance with the respective terms of Yerbaé’s outstanding

warrants and debentures, the terms of each warrant and debenture of Yerbaé will entitle the holder thereof to receive, upon exercise

or conversion, as applicable, in substitution for the number of Yerbaé common shares subject to such warrant or debenture, a number

of shares of Company common stock.

In addition, if the Arrangement is consummated, the Company will pay up to $500,000 of Yerbaé’s

transaction expenses.

Representations

and Warranties;

to the Arrangement Agreement, each of the Company and Yerbaé made customary representations and warranties for transactions of

All of the representations and warranties of the Company and Yerbaé will expire and be terminated at the Effective

Each of the Company and Yerbaé have also agreed to be bound by certain covenants that are customary for transactions of

this type, including obligations of the parties during the period between the date of the execution of the Arrangement Agreement and

the Effective Time (the “Interim Period”) to, in all material respects, conduct their respective businesses in the ordinary

course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of the other

party, in each case, subject to certain exceptions and qualifications.

The covenants and agreements of the Company and Yerbaé

that by their terms are to be performed at or after the Effective Time shall, in each case, survive until fully performed.

respective obligations of each party to consummate the Arrangement are subject to the satisfaction or waiver of certain customary mutual

closing conditions, including (i) the issuance of the interim and final orders by the Court with respect to the Arrangement;

adoption by the requisite Yerbaé shareholders of a resolution approving the Arrangement (the “Yerbaé Shareholder

(iii) the approval by the requisite Company stockholders of the issuance of the Consideration Shares and an amended

and restated equity incentive plan reserving a number of shares of Company common stock equal to no less than 10% of the fully diluted

shares of Company common stock issued and outstanding immediately following the Effective Time (the “Company Stockholder Approval”);

(iv) the absence of any law or order prohibiting, rendering illegal or permanently enjoining the consummation of the Arrangement;

the obtainment of any regulatory approvals required in connection with the Plan of Arrangement, except for such approvals the failure

of which to obtain would not reasonably be expected to have a material adverse effect on the parties or would not materially impede or

delay the completion of the Arrangement;

(vi) the approval by the TSX Venture Exchange;

approval of the listing of the Consideration Shares by Nasdaq;

(viii) the exemption of the issuance of the Consideration Shares from

the registration requirements of the Securities Act, pursuant to Section 3(a)(10) thereof;

(ix) that the representations of the other

party in the Arrangement Agreement are true and correct as of the date of the Arrangement Agreement and the Effective Time (subject to

certain materiality qualifiers) and (x) that the other party will have complied in all material respects with its covenants in the Arrangement

Additionally,

the obligation of the Company to consummate the Arrangement is subject to the satisfaction or waiver of the following conditions, among

(i) that there will not have occurred during the Interim Period any material adverse effect with respect to Yerbaé;

that the Company shall have received Support Agreements (as defined below) from certain shareholders of Yerbaé representing not

less than 40.1% of the issued and outstanding common shares of Yerbaé (collectively, the “Supporting Yerbaé Shareholders”)

no later than 30 days following the date of the Arrangement Agreement (and such shareholders shall not have breached their obligations

or covenants thereunder in any material respect as of the Effective Time);

and (iii) that the Yerbaé shareholders shall have not

validly exercised and not withdrawn dissent rights with respect to more than 5% of the common shares of Yerbaé then outstanding.

obligation of Yerbaé to consummate the Arrangement is also conditioned upon (i) the Company appointing Todd Gibson to the board

of directors of the Company as of the Effective Time and (ii) that there will not have occurred during the Interim Period any material

adverse effect with respect to the Company.

Arrangement Agreement is filed herein as Exhibit 10.36.

Disbursement Agreement with Maxim Group LLC

December 6, 2024, the Company entered into an Equity Disbursement Agreement (the “Sales Agreement”) with Maxim Group LLC

(the “Sales Agent”) pursuant to which the Company may offer and sell, from time to time, in its sole discretion, shares of

its common stock, having an aggregate offering price of up to $5,000,000, subject to certain limitations on the amount of common stock

that may be offered and sold by the Company set forth in the Sales Agreement.

The Company is not obligated to make any sales of common

stock under the Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions

and the Company’s capital raising needs.

shares offered and sold in the at-the-market offering will be issued pursuant to the registration statement on Form S-3 (File No.

initially filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act on

September 28, 2022, and declared effective on November 9, 2022, and the prospectus supplement relating to the at-the-market offering

filed with the SEC on December 6, 2024, and any applicable additional prospectus supplements related to the at-the-market offering that

form a part of the registration statement.

Sales Agent may sell the shares of common stock by any method deemed to be an “at the market offering” as defined in Rule

415(a)(4) of the Securities Act, including sales made through Nasdaq, or any other trading market for the common stock, sales made to

or through a market maker other than on an exchange or through an electronic communications network, or in negotiated transactions pursuant

to terms set forth in a placement notice delivered by the Company to the Sales Agent under the Sales Agreement.

Upon delivery of a placement

notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts, consistent

with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of Nasdaq, to sell

the shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company.

The Sales Agent is not obligated to purchase any shares of common stock on a principal basis pursuant to the Sales Agreement.

Company will pay the Sales Agent a commission equal to 3.0% of the gross sales proceeds of any shares sold through the Sales Agent under

the Sales Agreement, and also has provided the Sales Agent with customary indemnification and contribution rights.

The Sales Agreement

contains customary representations and warranties and conditions to the placements of the shares pursuant thereto, obligations to sell

shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

Sales Agreement is filed as Exhibit 10.37.

and Exchange Agreement with Caring Brands, Inc.

September 24, 2024, the Company entered into a Separation and Exchange Agreement (the “Separation Agreement”) with Caring

Brands, Inc., a Nevada corporation (“CB Nevada”), Caring Brands, Inc, a Florida corporation (“CB Florida”) and

John, as the representative of the shareholders of CB Florida (the “Representative”).

The Company, along with the

other shareholders of CB, exchanged 100% of the issued and outstanding shares of common stock of CB Florida (the “Exchange”)

for the CB Nevada shares of common stock, including the 3,000,000 shares of CB Nevada common stock received by the Company.

to the Separation Agreement, the Company’s business segment that creates and sells innovative wellness consumer products industries

(the “CB Business”) along with the assets, intellectual property and liabilities related thereto were transferred to CB Nevada.

Separation Agreement is filed herein as Exhibit 10.38.

Agreement with Core 4 Capital Corp.

September 23, 2024, the Company entered into a Consulting Agreement with Core 4 Capital Corp.

(“Core 4 Consulting Agreement”),

a New York corporation (“Core 4 Capital Corp.”), pursuant to which Core 4 shall provide the Company with services as stated

therein, for a period of six (6) month term commencing on October 1, 2024.

The Company shall issue 1,250,000 shares of the Company’s

restricted stock.

This stock will vest in equal quarterly installments such that 625,000 shares shall vest on December 31, 2024, and

625,000 shares shall vest on March 31, 2025.

Company’s President, Jordan Schur is a 15% owner of Core 4 Capital Corp.

but is not an officer or director of this entity.

shareholders of Core 4 are also members of Mr.

Schur’s immediate family (but not dependents).

Core 4 Consulting Agreement is filed as Exhibit 10.39.

4 Capital Corp.

Stock Purchases

August 30, 2024, the Company entered into a Securities Purchase Agreement with Core 4 Capital Corp.

for the purchase of (i) 3,370,787

shares of the Company’s common stock at a price of $0.89 per share which was the closing price on August 29, 2024;

and (ii) 3,370,787

warrants to purchase shares of common stock at a price of $0.125 per warrant.

These warrants are exercisable for a period of five years

from the date of issuance and have an exercise price of $0.89.

The Company’s President, Jordan Schur, is a 15% owner of the Investor,

but is not an officer or director of such Investor.

Other shareholders of the Investor are also members of Mr.

Schur’s immediate

family (but not dependents).

The Company did not pay any commissions in connection with this offering and expects net proceeds of approximately

$3,421,348 from the offering.

This Securities Purchase Agreement is filed as Exhibit 10.40.

These warrants are filed as Exhibit 10.41.

June 27, 2024, the Company entered into a Securities Purchase Agreement with Core 4 Capital Corp.

for the purchase of 943,396 shares

of common stock of the Company at a price of $1.06 per share, which was the closing price on June 27, 2024).

The Company paid no commissions

in connection with this securities purchase and the net proceeds were approximately $1,000,000.

This Securities Purchase Agreement is

filed as Exhibit 10.42.

April 4, 2024, the Company entered into a Securities Purchase Agreement with Core 4 Capital Corp.

for the purchase of 2,369,668 shares

of the Company’s common stock to Core 4 Capital Corp.

at a price of $2.11 per share, which was the closing price on April 4, 2024.

The Company paid no commissions in connection with this securities purchase and net proceeds thereto were approximately $4,975,000.

Securities Purchase Agreement is filed as Exhibit 10.43.

Employment Agreements

Gulyas Employment Agreement

December 16, 2024, the Company entered into an employment agreement (“Gulyas Agreement”) with John Gulyas, pursuant to which

Gulyas will serve as the Company’s Executive Chairman of the board of directors.

The Agreement provides for (A) a $300,000

annual base salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted

stock award of 1,000,000 shares of Company’s common stock fully vested as of the date therein, an incentive bonus of $100,000 and

500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025,

(D) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue

of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits.

On or about March 3, 2025, the Company amended the Gulyas

Agreement by changing Section 5.

to read, Restricted Stock.

As part of his employment, Employee shall receive a grant of 1,000,000

shares of Company restricted common stock (the “RSUs”) as compensation for work performed in 2025 and 2026.

The 1,000,000

RSUs will start vesting on April 1, 2025, in quarterly increments over the following year as follows:

250,000 will vest on July 1, 2025;

250,000 will vest on October 1, 2025;

250,000 will vest on January 1, 2026, and 250,000 will vest on April 1, 2026.

Gulyas Agreement is filed herein as Exhibit 10.44.

Schur Employment Agreement

December 16, 2024, the Company entered into an employment agreement with Jordon Schur (the “Schur Agreement”), pursuant to

Schur will serve as the Company’s President.

The Agreement provides for (A) a $300,000 annual base salary paid in equal

installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 1,000,000 shares

of Company’s common stock fully vested as of the date therein, (C) an incentive bonus of $100,000 and 500,000 restricted shares

of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025, (D) an incentive bonus

of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $1,000,000 for

Q3 and Q4 of 2025, and (E) other customary employee benefits.

On or about March 3, 2025, the Company amended the Schur Agreement by changing

to read, Restricted Stock.

As part of his employment, Employee shall receive a grant of 1,000,000 shares of Company

restricted common stock (the “RSUs”) as compensation for work performed in 2025 and 2026.

The 1,000,000 RSUs will start vesting

on April 1, 2025, in quarterly increments over the following year as follows:

250,000 will vest on July 1, 2025;

250,000 will vest on

October 1, 2025;

250,000 will vest on January 1, 2026, and 250,000 will vest on April 1, 2026.

Schur Agreement is filed as Exhibit 10.45.

Boon Employment Agreement

December 16, 2024, the Company entered into an employment agreement with Jarrett Boon (the “Boon Agreement”), pursuant to

Boon will serve as the Company’s Chief Executive Officer.

The Boon Agreement provides for (A) a $300,000 annual base

salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock

award of 1,000,000 shares of Company’s common stock fully vested as of the date therein, (C) an incentive bonus of $100,000 and

500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue of $500,000 for Q1 and Q2 of 2025,

(D) an incentive bonus of $100,000 and 500,000 restricted shares of Company’s common stock if the Company achieves a combined revenue

of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits.

On or about March 3, 2025, the Company amended the Boon

Agreement by changing Section 5.

to read, Restricted Stock.

As part of his employment, Employee shall receive a grant of 1,000,000

shares of Company restricted common stock (the “RSUs”) as compensation for work performed in 2025 and 2026.

The 1,000,000

RSUs will start vesting on April 1, 2025, in quarterly increments over the following year as follows:

250,000 will vest on July 1, 2025;

250,000 will vest on October 1, 2025;

250,000 will vest on January 1, 2026, and 250,000 will vest on April 1, 2026.

Boon Agreement is filed as Exhibit 10.46.

De Rosa Employment Agreement

April 22, 2024, the Company entered into an employment agreement with Danielle De Rosa (the “De Rosa Employment Agreement”),

pursuant to which Ms.

Rosa will serve as the Company’s Chief Financial Officer.

As consideration for her services, the Company

Rosa a salary of $250,000 per annum, which salary is payable bi-monthly.

Subject to suitable business conditions, Ms.

may receive a 5% pay increase payable to her at each one-year anniversary from the commencement of the De Rosa Employment Agreement.

The Company will also award 200,000 stock options to Ms.

Rosa, granted at a strike price equal to the closing market price on the date

De Rosa first starts to work for the Company as an independent consultant.

These stock options will vest on a quarterly basis,

in equal installments over three years.

The stock options will terminate on the fifth year anniversary of their date of issuance.

De Rosa Employment Agreement is filed as Exhibit 10.47.

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

47 unchanged sentences

harbor” threshold that may be established by the state, or the substance is naturally occurring, or is subject to another applicable

As of the date of this registration statement, we are not required to put a warning label on our product and our products

As of the date of this registration statement, we are not required to put a warning label on our products and our products

are perfluoroalkyl and polyfluoroalkyl substances (“PFAS”) free.

29 unchanged sentences

other regulatory authorities.

of this prospectus, we had eight full-time employees.

of this prospectus, we had ten full-time employees.

We believe our relations with our employees to be good.

we do not own any real property.

We rent office space at 1061 E.

Indiantown Rd., Ste.

110, Jupiter, FL 33477 for $15,038 per month.

Company entered into the office lease effective July 1, 2021, which has a primary term of the lease of five years with one renewal option

for an additional three years.

As part of the Separation Agreement, Caring Brands, Inc.

has agreed to assume to lease obligations upon

it reaching certain milestones.

Corporate Information

was originally incorporated

in the State of Delaware under the name CBD Brands, Inc.

on October 24, 2018 and subsequently changed its name to Jupiter Wellness, Inc.

on May 22, 2020, Safety Shot, Inc.

on September 11, 2023, and Bonk, Inc.

on October 8, 2025.

Our common stock is listed on the Nasdaq

Capital Market under the symbol “BNKK”.

Our principal business address is 18801 N Thompson Peak Pkwy Ste 380, Scottsdale,

AZ 85255, our telephone number is (561) 244-7100, and our website is www.bonkinc.com.

Information contained on, or available through,

our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business