What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-28 · 1667 added, 1649 removed, 513 unchanged (87% of the section changed)

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of Disclosure Controls and Procedures

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

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 not effective in reaching that level of assurance.

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

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 not effective in reaching that level of assurance.

the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of

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were no changes in the Company’s internal controls over financial reporting that occurred during the fiscal year ended December

31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial

control systems, no matter how well designed and operated, have inherent limitations.

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS.

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

directors and executive officers and their respective ages as of the date of this Form 10-K are as follows:

Chairman and Director

Danielle De Rosa

Chief Financial Officer

Chief Executive Officer

David Sandler

Chief Operating Officer

Director and President

Richard Pascucci

Christopher Marc Melton

Executive Officer & Director

Financial Officer

following describes the business experience of each of our directors and executive officers, including other directorships held in reporting

Gulyas, Chairman and Director, has served as one of our directors since July 2023.

Gulyas has owned and operated multiple franchise

brands over the last 13 years.

Since 2015 John has been the owner and the CEO of 2v consulting LLC.

Since February 2020 John has been

working as the Founder and President of GBB Drink Lab, who is the world’s first rapid blood alcohol detoxification drink, and which

was recently acquired by the Company.

From October 2018 to September 2021, John worked as a vice president of franchise development at

He worked as site development coordinator at European Wax Center from June 2007 to March 2017.

Boon, Chief Executive Officer and Director, has served as the director since October 2023 and was appointed as the Chief Executive

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400 employees were acquired by one of its publicly traded partners.

Schur, Director and President, has served as Director and President of the Company since March of 2024.

In 2006, He has worked as

the Chief Executive Officer and Chairman of Suretone Entertainment Group since 2006, as well as the Chief Executive Officer of Mimram

Shur Pictures.

Schur has held influential positions at various studios and record companies, overseeing artists like Snoop Dogg,

Nirvana and Guns and Roses.

His achievements include re-launching Geffen Records and boosting its revenue to over $1 billion, as well

as founding the successful Flip Records.

In the film sector, Mr.

Schur co-founded Mimran Schur Pictures and Suretone Pictures, producing

notable films such as “Warrior,” which earned an Academy Award nomination, and “Stone.” His entrepreneurial ventures

also include Suretone Entertainment, which encompasses record labels and management companies that have made significant cultural impacts.

addition, Mr.

Schur co-founded film production company Mimran Schur Pictures in 2007.

Schur worked as the President of Geffen Records/UMG

from January 1999 to June of 2007.

Schur’s oversight, Geffen Records achieved over $1 billion in revenue while becoming

a consistent global market share leader for Universal Music Group.

Schur has a Bachelor of Arts degree from Boston College.

De Rosa, Chief Financial Officer , has over 25 years of experience in all aspects of financial services and operational functions.

De Rosa served as Chief Financial Officer at Virtra since January 2023.

From July 2022 to December 2022, Ms.

De Rosa served as the

CFO at Common Spirit.

From December 2010 to February 2022, Ms.

De Rosa served as the Senior Finance Officer at Lorts Manufacturing.

Rosa moved all around the U.S.

and has a Master of Business Management and a Bachelor of Science in Accounting.

De Rosa is a Harvard

graduate in risk management and financial leadership as well.

Russell, Chief Financial Officer, has served as the Company’s Controller since August of 2021 and 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.

Her career began in the beverage industry at Pepsi Co, providing her with a foundational

understanding of the sector.

Throughout her distinguished career, Ms.

Russell has served the financial and accounting needs of a diverse

range of businesses, including law firms, technology consultants, and real estate companies.

Most notably, she was instrumental in the

account management of a company in the marine industry, overseeing its growth from $7 million in gross revenue in 2012 to $56.8 million

by the end of 2020.

Rudy, Director, is a key figure in the BONK ecosystem.

Rudy has a bachelor’s degree in computer science with specialty in

Human-Computer Interaction from the University of Calgary and has been an active developer and contributor in the Solana ecosystem

With a background as a traditional software developer focused on Natural Language Processing and Robot Process

Automation, he became a core contributor to the BONK project in 2022.

His current focus is on the evolving regulatory and

institutional aspects of the BONK ecosystem.

Klein, Independent Director , has served as one of our directors since October 2025.

Klein currently serves on our Audit Committee,

our Corporate Governance and Nominating Committee, and our Compensation Committee.

Klein is an Investment Partner at New Form Capital

with more than 5 years of experience in Financial Services, Venture Capital, and Investment Banking.

Previously, he’s been involved

in companies across the Fintech, Decentralized Finance, and Consumer sectors, holding positions including partner and growth lead.

2024 through the present, Mr.

Klein has served as an Investment Partner at New Form Capital, a New York-based venture and multi-strategy

investment fund investing out of a targeted $100M Fund III across FinTech, DeFi, and Agentic Finance, with a portfolio that includes

unicorns such as Polymarket and Figure.

From 2023 to 2024, he was in Investment Banking at Morgan Stanley in the Consumer Retail Group,

where he advised on buy-side and sell-side transactions, and equity and debt raises.

From 2022 to 2023, he was the first non-technical

hire and led growth at Halliday.xyz, a venture-backed startup, where he managed growth, partnerships, and industry strategy.

2021 to 2022, he was an analyst at Clarim Acquisition Corp.

a publicly listed consumer-focused SPAC.

He has an undergraduate degree from

the University of Pennsylvania in Economics and a minor from Wharton in Consumer Psychology.

Duffy, Independent Director , has served as one of our directors since November 2025.

Duffy currently serves on our Audit Committee

and our Corporate Governance and Nominating Committee, while also serving as Chairman of our Compensation Committee.

Duffy combines over ten years of experience in transaction advisory senior management.

Previously, she had been involved in

professional services firms including KPMG LLP and later Alvarez & Marsal.

From March 2023 to March 2025, she was a Director in

the Transaction Advisory Group and Corporate Transactions Group at Alvarez & Marsal, a global professional services firm.

October 2018 to March 2023, she was Director (and previously Manager) in the Deal Advisory practice at KPMG LLP, a professional

services firm specializing in audit, tax, and advisory services.

From October 2014 to March 2018, she served as an Analyst in the

Transaction Services practice at KPMG LLP in Manchester, England.

She earned an undergraduate degree in law from Aberystwyth

University in Wales.

“Jamie” McAvity, Independent Director , has served as one of our directors since November 2025.

McAvity currently

serves on our Audit Committee and as Chairman of our Compensation Committee.

He combines more than eight years of experience in Data

Centers, and Bitcoin mining senior management, and a twelve year career in Commodities and Software.

has been substantially involved in 2 companies:

From 2013 to 2018 he worked for Knock, Inc, a B2B Saas company focused on the multi-family

apartment market.

There Jamie held positions that included Chief Executive Officer, Vice President, lead investor, and a member of the

Board of Directors.

The second company is Cormint, Inc., a Data center business focused on the Bitcoin and AI/HPC segments.

to present, Jamie has served as their Chairman and CEO.

He holds an undergraduate degree from St Lawrence University.

Marc Melton, Director, has served as one of our directors since August 2019.

Melton has served as director of SG Blocks, Inc.

since November of 2011 and currently serves as the Audit Committee Chairman.

Melton currently serves as a member of our Corporate Governance and Nominating Committee, while also serving the

Chairman of our Audit Committee.

2000 to 2008, Mr.

Melton was a Portfolio Manager for Kingdon Capital Management (“Kingdon”) in New York City, where he

ran a media, telecom, and Japanese investment book exceeding $1 billion.

Melton opened Kingdon’s office in Japan, where

he set up a Japanese research company.

From 1997 to 2000, Mr.

Melton was a Portfolio Manager for

Kingdon Capital Management (“Kingdon”) in New York City, where he ran in excess of $1 Billion book in media, telecom, and

Japanese investment.

Melton opened Kingdon’s office in Japan, where he set up a Japanese research company.

From 1997 to 2000,

Melton served as a Vice President at JPMorgan Investment Management as an equity research analyst, where he helped manage $1 Billion

plus in REIT funds under management.

Melton was a Senior Real Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997.

Melton is Principal and co-founder of Callegro Investments, a specialist land investor.

He currently serves on several Public and

Private Boards as well as Chairman of the Audit Committee of a Nasdaq listed company.

Pascucci, Director, has over 20 years of experience in the beverage industry.

Since May 2018 Mr.

Pascucci has been working as the

founder and owner of Black Apple Group, LLC, a consulting group specializing in strategy, brand marketing, business intelligence, business

insights and category development.

Since May 2017, Mr.

Pascucci has been working as the Beverage Consultant at Pascucci Enterprise, wherein

he is responsible for the company’s key strategic areas, while identifying and delivering key projects and priorities.

May 2011 and May 2017, Mr.

Pascucci worked as the Chief Growth Officer and the VP of Business Development at Pabst Brewing Company.

Pascucci has bachelors in arts from St.

Joseph’s University, Philadelphia.

Long , Director , has served as one of our directors since March 2024.

Long has over 20 years of experience in leading and

increasing growth for companies in the fitness and wellness industries.

Since January 2010 Mr.

Long has served as the CEO and the Co-Founder

of Orangetheory Fitness Corporate.

From June 2008 to June 2007 Mr.

Long served as the Developer and Owner of European Wax Center.

Long has a Bachelor’s degree in Health Science, Physical Therapy, and International Business from University of Florida and an

MBA from University of Florida

Sandler, Chief Operating Officer , has more than 30 years’ experience in the nutrition and health industry developing, building

and managing high-growth, results-oriented projects.

David is the founder of StrengthPro Inc., a consulting firm specializing specific

areas of health, fitness, nutrition, and supplement ratio.

David has been working as the president of Strengthpro since January 2021.

Since May 2019 David has been serving as chief operations officer at Elite Beverage.

From October 2016 to October 2019, David served

as the chief operations officer at ProSupps USA, LLC.

Melton served as a Vice President at JPMorgan Investment Management as

an equity research analyst, where he helped manage $1 billion plus in REIT funds under management.

Melton was a Senior Real

Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997.

Melton is Principal and co-founder of Callegro Investments, a

specialist land investor and currently serves on several public and private Boards.

Board is elected annually by our stockholders.

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persons, we believe that these persons have complied with all applicable filing requirements during the year ended December 31, 2024.

business and affairs are managed under the direction of our Board, which consist of six members.

Under Nasdaq rules, independent directors

must comprise a majority of a listed company’s board of directors, subject to certain exceptions.

In addition, Nasdaq rules require

that each member of a listed company’s audit, compensation and nominating and governance committees be independent, subject to

certain phase-ins for newly- public companies.

business and affairs are managed under the direction of our Board, which consists of six members .

Under Nasdaq rules, independent

directors must comprise a majority of a listed company’s board of directors, subject to certain exceptions.

In addition, Nasdaq

rules require that each member of a listed company’s audit, compensation and nominating and governance committees be independent,

subject to certain phase-ins for newly- public companies.

Under Nasdaq rules, a director will only qualify as an “independent director”

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capital stock by each non- employee director.

table below provides certain information regarding the diversity of our board of directors as the date of this annual report.

Diversity Matrix

of Principal Executive Offices:

Private Issuer

Prohibited under Home Country Law

Number of Directors

Not Disclose Gender

Gender Identity

Demographic Background

Underrepresented

Individual in Home Country Jurisdiction

Not Disclose Demographic Background

Board seeks members from diverse professional backgrounds who combine a solid professional reputation and knowledge of our business and

industry with a reputation for integrity.

Our Board does not have a formal policy concerning diversity and inclusion but is in the process

of establishing a policy on diversity.

Diversity of experience, expertise, and viewpoints is one of many factors the Nominating and Corporate

Governance Committee considers when recommending director nominees to our Board.

Further, our Board is committed to actively seeking

highly qualified women and individuals from minority groups and the LGBTQ+ community to include in the pool from which new candidates

are selected.

Our Board also seeks members that have experience in positions with a high degree of responsibility or are, or have been,

leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different backgrounds,

based upon the contributions they can make to our Company.

While the Board has continued its efforts to identify candidates that have

such experience, they have currently been unable to identify any such candidates which fulfill the diversity requirement with the requisite

professional experience.

Board has established Audit, Compensation, and Nominating and Corporative Governance Committees.

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audit committee consists of Messrs.

Melton, Pascucci and Long, with Mr.

Melton, McAvity, and Klein and Ms.

Duffy, with Mr.

Melton serving as the chairman.

Our Board has determined that

has determined that Mr.

Melton is an “audit committee financial expert” within the meaning of the SEC regulations.

Our Board has also determined

that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of

their employment in the corporate finance sector.

has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with

applicable requirements.

In arriving at these determinations, the Board has examined each audit committee member’s scope of experience

and the nature of their employment in the corporate finance sector.

The functions of this committee include:

a qualified firm to serve as the independent registered public accounting firm to audit our

financial statements;

to ensure the independence and performance of the independent registered public accounting

the scope and results of the audit with the independent registered public accounting firm,

and reviewing, with management and the independent accountants, our interim and year-end

operating results;

procedures for employees to submit concerns anonymously about questionable accounting or

audit matters;

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

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

the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the

independent accountants, our interim and year-end operating results;

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

our policies on risk assessment and risk management;

related party transactions;

obtaining and reviewing a report by the independent registered public accounting firm at least

annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal

with such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and all permissible non-audit services, other

than de minimis non-audit services, to be performed by the independent registered public

accounting firm.

obtaining and reviewing a report by the independent registered public accounting firm at least annually,

that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with

such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to

be performed by the independent registered public accounting firm.

compensation committee consists of Messrs.

Melton, Pascucci and Long with Mr.

Long serving as the chairman.

The functions of the compensation

committee will include:

and approving, or recommending that our Board approve, the compensation of our executive

Melton, McAvity and Klein with Mr.

McAvity serving as the chairman.

The functions of

the compensation committee will include:

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

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

and approving, or recommending that our Board approve, the terms of compensatory arrangements

with our executive officers;

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

administering

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independent compensation consultants and assessing conflict of interest compensation advisers;

and approving, or recommending that our Board approve, incentive compensation and equity

and establishing general policies relating to compensation and benefits of our employees

and reviewing our overall compensation philosophy.

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

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

and Corporate Governance Committee

nominating and corporate governance committee consists of Messrs.

Melton, Pascucci and Long with Mr.

Pascucci serving as the chairman.

Melton and Klein and Ms.

Duffy, with Ms.

Duffy serving as the

The functions of the nominating and governance committee will include:

● identifying

and recommending candidates for membership on our Board;

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Our Board focuses on the most significant

risks we face our general risk management strategy, and also ensures that risks we undertake are consistent with our Board’s appetite

risks we face.

Our general risk management strategy, also ensures that risks we undertake are consistent with our Board’s appetite

While our Board oversees our risk management, management is responsible for day-to-day risk management processes.

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were corrected in the current period or left uncorrected in the current period.

A copy of the Clawback Policy has been filed herewith,

as exhibit 99.1.

A copy of the Clawback Policy was previously filed with

Trading Policies

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and employees.

A copy of the Insider Trading Policy has been filed herewith, as exhibit 19.1.

A copy of the Insider Trading Policy was previously filed with the SEC.

have adopted a code of ethics and conduct applicable to all of our directors, officers, employees and all persons performing similar

A copy of that code is attached as Exhibit 14.1 to the Registration Statement of which this prospectus forms a part thereof.

A copy of the Code of Ethics was previously filed with the SEC.

We expect that any amendments to the code, or any waivers of its requirements, will be disclosed in our public filings with the Commission.

Governance Guidelines

have adopted a corporate governance guidelines that serve as a flexible framework within which our Board and its committees operate.

have adopted corporate governance guidelines that serve as a flexible framework within which our Board and its committees operate.

These guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications,

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management and management succession planning.

A copy of our corporate governance guidelines is attached hereto as Exhibit 14.2 to the

Registration Statement of which this prospectus forms a part thereof.

A copy of the Corporate Governance Guidelines was previously filed with the SEC.

in Certain Legal Proceedings

our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive

officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business,

securities or banking activities or to be associated with any person practicing in banking or securities activities;

being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have

violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not

subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law

or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory

organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority

over its members or persons associated with a member.

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities

or to be associated with any person practicing in banking or securities activities;

being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated

a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation,

any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud

or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

16(a) Beneficial Ownership Compliance

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EXECUTIVE COMPENSATION

principal executive officer and our two other most highly compensated executive officers during the fiscal years indicated below.

Current Officers and Directors

Name and Principal Position

Option Awards

All Other Compensation

Total Compensation

The following table sets forth the aggregate compensation paid to our named executive officers and directors for

the fiscal years ended December 31, 2025 and 2024.

Individuals we refer to as our “named executive officers” include our Chief

Executive Officer and two other most highly compensated executive officers whose compensation for services rendered in all capacities

equaled or exceeded $100,000 during the fiscal years ended December 31, 2025.

Officers and Directors

and Principal Position

Other Compensation

Jarrett Boon (1)(3)

Chief Executive Officer

Jordan Schur (2)

John Gulyas (3)(5)

Chairman of the Board

Danielle DeRosa (4)

Chief Financial Officer

David Sandler (8)

Chief Operating Officer

Boon has served as Chief Executive Officer since February 2024 and served as a Director since

October 2023.

Schur has served as President and Director since March 2024.

Gulyas has served as a Director since July 2023.

DeRosa has served as Chief Financial Officer since April 2024.

Gulyas were each paid $25,000 in Director fees during 2024.

Rewards represents the fair value of the options granted during the period calculated using

the Black-Scholes formula.

Awards are valued using the market price on the date of grant.

Sandler has served as Chief Operating Officer since March 2024.

Former Officers and Directors

Name and Principal Position

Stock Awards ($)

Option Awards ($)

All Other Compensation ($) (4)

Total Compensation ($)

Former Chief Executive Officer

Glynn Wilson (2)

Former Chairman of the Board and Chief Science Officer

Chief Executive

Markita Russell (2)

Former Chief Financial Officer

John was appointed as Chief Executive Officer on October 28, 2018 and resigned from his position

on February 28, 2024.

Wilson was appointed as a director in November 2018 and as Chairman on October 15, 2019 and

resigned from his position on February 28, 2024.

John’s employment agreement called for a bonus on investments made by the Company.

John received 267,500 shares of restricted Chijet Motor Company common stock

from the Company’s SPAC transaction and 500,000 restricted shares of SRM Entertainment

related to the sale of SRM Entertainment Ltd.

Wilson were each paid $25,000 in Director fees during 2023.

Chief Financial Officer

Marc Melton (3)

Independent Director

James McAvity

Independent Director

Boon has served as Chief Executive Officer since October 2025.

Russell has served as Chief Financial Officer since July 2025.

Melton were each paid $25,000 in Director fees during 2025.

Officers and Directors

and Principal Position

Other Compensation

John Gulyas (1)(4)

Executive Chairman

Former Chief Financial

Former Director

Jordan Schur (3)(4)

Former President

Gulyas was appointed as a director in January 2024 and Chairman in March 2024 and resigned from these

positions on December 31, 2025.

DeRosa was appointed as a CFO in February 2024 and resigned from this position on July 25, 2025.

Schur was appointed as President in April 2024 and resigned for this position on December 31, 2025.

Gulyas, Pascucci, Long, and Schur were each paid $25,000 in Director fees during 2025.

Agreements with Named Officers

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

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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

less frequently than bi-monthly, (B) a restricted stock award of 10,000 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

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

Boon Agreement is filed as Exhibit 10.46.

DeRosa Employment Agreement

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

pursuant to which Ms.

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

As consideration for her services, the Company

DeRosa 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 DeRosa Employment Agreement.

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

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

DeRosa 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.

DeRosa Employment Agreement is filed as Exhibit 10.47.

Boon Agreement was previously filed with the SEC.

Russell Employment Agreement

June 30, 2025, the Company entered into an employment agreement with Markita Russell (the “Russell Agreement”), pursuant

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

Russell Agreement provides for (A) a $250,000 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) a retention bonus evaluated annually based on performance and company sales goals;

agreed upon by Ms.

and CEO, Jarrett Boon.

Agreements with Senior Management

Incentive Plan

January 17, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”), an omnibus equity incentive

plan pursuant to which the Company may grant equity-linked awards to officers, directors, consultants and others and on July 31, 2024,

the Shareholders ratified the 2024 Plan.

The 2024 Equity Incentive Plan was adopted as a means to offer incentives and attract, motivate

and retain and reward persons eligible to participate in the 2024 Plan.

January 17, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”), an omnibus equity

incentive plan pursuant to which the Company may grant equity-linked awards to officers, directors, consultants and others and on

July 31, 2024, the Shareholders ratified the 2024 Plan.

The 2024 Equity Incentive Plan was adopted as a means to offer incentives

and attract, motivate and retain and reward persons eligible to participate in the 2024 Plan.

On June 12, 2025, the Company’s shareholders approved an amendment to the 2024 Plan to increase the number

of shares reserved for issuance under the 2024 Plan from 15,000,000 to 37,000,000.

of 2024 Equity Incentive Plan

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the administration of the Plan.

persons eligible for participation in the 2024 Equity Incentive Plan as recipients of options or restricted stock shall include directors,

persons eligible for participation in the 2024 Plan as recipients of options or restricted stock shall include directors,

officers and employees of, and consultants and advisors to, the Company or any Subsidiary;

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maximum of 37,000,000 shares of the Company’s common stock, par value $0.001 per share shall be subject to the 2024 Plan.

of common stock subject to the Plan shall consist of unissued shares, treasury shares or previously issued shares held by any Subsidiary

of the Company, and such number of shares of common stock shall be and is hereby reserved for such purpose.

shares of common stock subject to the 2024 Plan shall consist of unissued shares, treasury shares or previously issued shares held

by any Subsidiary of the Company, and such number of shares of common stock shall be and is hereby reserved for such

purchase price of each share of common stock purchasable under an incentive option shall be determined by the Committee at the time of

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of any subsidiary, no such incentive option shall be exercisable more than five years after the date such incentive option is granted

the occurrence of a change in control the Committee may accelerate the vesting of outstanding restricted stock, in whole or in part,

as determined by the Committee, in its sole discretion.

the occurrence of a change in control the Compensation Committee may accelerate the vesting of outstanding restricted stock, in

whole or in part, as determined by the Compensation Committee, in its sole discretion.

Equity Awards at Fiscal Year-End

were no equity awards outstanding as of December 31, 2025.

The following table sets forth the

amounts paid to Directors during the years ended December 31, 2024 and 2023.

Richard Pascucci

following table sets forth the amounts paid to Directors during the years ended December 31, 2025 and 2024.

Mitchell Rudy

James McAvity

Christopher Marc Melton

Brian John (former)

Skender Fani (former)

Glynn Wilson (former)

Hector Alila (former)

Nancy Torres (former)

Christopher Melton

Gary Herman (former)

Agreements with Directors

Richard Pascucci

with Directors

August 2025 (the “Rudy Execution Date”), we entered into an independent director’s agreement with Mitchell Rudy

pursuant to which Mr.

Rudy shall serve as one of our directors (the “Rudy Agreement”).

Pursuant to the Rudy Agreement, we

shall pay Mr.

Rudy $30,000 per annum.

Additionally, we shall issue to Mr.

Rudy 100,000 restricted stock units of the Company’s

common stock, and an additional 100,000 restricted stock units for each additional year Mr.

Rudy serves as a director.

These restricted

stock units vest the day they are granted.

October 9, 2025 (the “Klein Execution Date”), we entered into an independent director’s agreement with Connor Klein,

pursuant to which Mr.

Klein shall serve as one of our directors (the “Klein Agreement”).

Pursuant to the Klein Agreement,

we shall pay Mr.

Klein $30,000 per annum.

Additionally, we shall issue to Mr.

Klein 100,000 restricted stock units of the Company’s

common stock, and an additional 100,000 restricted stock units for each additional year Mr.

Melton serves as a director.

These restricted

stock units vest the day they are granted.

November 7, 2025 (the “Duffy Execution Date”), we entered into an independent director’s agreement with Stacey Duffy,

pursuant to which Ms.

Duffy shall serve as one of our directors and our Corporate and Governance Committee Chairperson (the “Duffy

Pursuant to the Duffy Agreement, we shall pay Ms.

Duffy $30,000 per annum.

Additionally, we shall issue to Ms.

100,000 restricted stock units of the Company’s common stock, and an additional 100,000 restricted stock units for each additional

Rudy serves as a director.

These restricted stock units vest the day they are granted.

November 7, 2025 (the “McAvity Execution Date”), we entered into an independent director’s agreement with James McAvity,

pursuant to which Mr.

McAvity shall serve as one of our directors and our Compensation Committee Chairperson (the “McAvity Agreement”).

July 29, 2019 (the “Melton Execution Date”), we entered into an independent director’s agreement with Christopher Melton,

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and shall be issued on each anniversary date of his election.

March 11, 2024 (the “Long Execution Date”), we entered into an independent director’s agreement with David Long, pursuant

Long shall serve as one of our directors and our Audit Committee, Compensation Committee, and Nominating Committee (the

“Long Agreement”).

Pursuant to the Long Agreement, we shall pay Mr.

Long $25,000 per annum.

Additionally, we shall issue

Long an option to purchase 50,000 shares of our common stock on the Long Execution Date and for each additional year Mr.

serves as a director (the “Long Options”).

The Long Options shall have a three (3) year term and an exercise price equal

to the market price per share of the Company common stock as of the date of the Long Agreement and shall be issued on each anniversary

date of his election.

December 5, 2023 (the “Pascucci Execution Date”), we entered into an independent director’s agreement with Richard Pascucci,

pursuant to which Mr.

Pascucci shall serve as one of our directors and our Audit Committee, Compensation Committee, and Nominating Committee

(the “Pascucci Agreement”).

Pursuant to the Pascucci Agreement, we shall pay Mr.

Pascucci $25,000 per annum.

Additionally,

we shall issue to Mr.

Pascucci an option to purchase 50,000 shares of our common stock on the Pascucci Execution Date and for each additional

Pascucci serves as a director (the “Pascucci Options”).

The Pascucci Options shall have a three (3) year term and

an exercise price equal to the market price per share of the Company common stock as of the date of the Pascucci Agreement and shall be issued

on each anniversary date of his election.

March 7, 2024, the Company entered into a director’s agreement with Mr.

Schur (the “Schur Agreement”).

the Schur Agreement, Mr.

Schur is entitled to an annual salary of $25,000 per-annum, payable bi-monthly, and option to purchase 50,000

shares of common stock for each year he serves as a member of the Board, with an exercise price of the current market price of the Company’s

common stock at time of issuance.

The options shall expire 3 years after the date of issuance and shall be subject to the terms and conditions

of the stock award agreement to be entered into by and between the Company and Mr.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

3 unchanged sentences

(iii) each of our named executive

and (iv) all executive officers and directors as a group as of March xx, 2025.

and (iv) all executive officers and directors as a group as of March 15, 2026.

The information presented below regarding beneficial

8 unchanged sentences

Unless otherwise indicated, the address

of all listed stockholders is c/o Safety Shot, Inc., 1061 E.

Indiantown Rd., Ste.

110, Jupiter, FL 33477.

The beneficial ownership

of shares of common stock is calculated based on 86,683,391 shares of common stock, which includes 12,268,507 shares of Common Stock issued

and outstanding, stock options of 8,861,000 held by beneficial owners and warrants of 3,370,787 held by a beneficial owner as of March

Unless otherwise noted in the footnotes to the following

table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment

power with respect to their beneficially owned Common Stock.

of Beneficial Owner

of all listed stockholders is c/o Bonk, Inc., 18801 N.

Thompson Peak, Ste 380, Scottsdale, AZ 85255

beneficial ownership of shares of common stock is calculated based on 1,000,000,000 shares of common stock, which includes 7,750,527

shares of Common Stock issued and outstanding stock options of 104,286 held by beneficial owners and convertible preferred stock of 3,568,125 held

by a beneficial owner as of March 31, 2026.

otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities

named in the tables below have sole voting and investment power with respect to their beneficially owned Common Stock.

Name of Beneficial

of Common Stock Beneficially Owned

of Shares of Common Stock Beneficially Owned

and Officers:

Chief Financial Officer

Chief Executive Officer

Chairman and Director

Chief Operating Officer

Directors and Officers:

Jarrett Boon (1)

Executive Officer and Director

Financial Officer

Mitchell Rudy (3)

James McAvity (4)

Christopher Marc Melton (5)

Stacey Duffy (6)

Connor Klein ((7)

officers and directors (7 persons)

(1) Includes 1,050,000 shares issuable upon

exercise of options.

(2) Includes 200,000 shares issuable upon exercise

(3) Includes 3,250,000 shares issuable upon

exercise of options.

(4) Includes 3,200,000 shares issuable upon

exercise of options.

(5) Includes 120,000 shares issuable upon exercise

(6) Includes 141,000 shares issuable upon exercise

(7) Includes 150,000 shares issuable upon exercise

750,000 shares issuable upon exercise of options

Percentage of shares less than 1%

Includes 92,857 shares

issuable upon exercise of options

Includes 9,286 shares

issuable upon exercise of options

Includes 3,568,125 shares

issuable upon preferred stock conversion

Includes 2143 shares

issuable upon exercise of options

Name of Beneficial

of Common Stock Beneficially Owned

of Shares of Common Stock Beneficially Owned

Mitchell Rudy

beneficial (5%) owners (1 person)

Includes 0 shares

issuable upon exercise of options

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

December 31, 2022, the Company had invested $2,908,300 in Jupiter Wellness Sponsor LLC (“JWSL”), a limited liability company

formed for the purpose of sponsorship of Jupiter Wellness Acquisition Corp.

(“JWAC”), a special purpose acquisition company

(“SPAC”) and a unconsolidated subsidiary.

Brian John, our CEO, was the managing member of JWSL and Chief Executive Officer

filed a Current Report on Form 8-K filed with the Securities Exchange Commission on May 2, 2023.

JWAC’s stockholders approved JWAC’s

business combination with Chijet Inc.

and its affiliates including Chijet Motor Company Inc.

(collectively “Chijet”), at

its Special Meeting of Stockholders held on May 2, 2023 and closed the transaction on June 1, 2023.

As a result, on June 27, 2023, the

Company received a total of 1,662,434 shares of restricted common stock of Chijet (Nasdaq:

CJET) in exchange for its Loans.

2023, the Company receive 96,000 additional shares ChiJet due to downside protection clauses in the business combination agreements.

May 2023, the Company purchased 48,000 shares of JWAC (now Chijet) common stock for $508,800 and in September and October 2023, the Company

purchased an additional 18,200 shares for $36,330.

During the year ended December 31,

2023 the Company sold 271,679 ChiJet shares for a realized gain of $238,839.

December 31, 2023 the Company, the Company held 1,200,821 common shares of Chijet (the “CJET Shares”) are considered trading

securities and are categorized as marketable securities on the balance sheet.

At December 31, 2023 the CJET Shares had a combined fair

market value of $842,976 had a combined unrealized loss of $1,511,488 which is included in other income.

December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment,

(“SRM”) to govern the separation of SRM from 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 the Company.

The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter 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 4.5 million of

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

December 31, 2022, the Company had an outstanding unsecured, non-interest bearing loan receivable balance of $1,482,673 from SRM Entertainment,

Ltd, its wholly owned subsidiary.

On September 1, 2022, the loan was converted to a six percent (6%) interest-bearing promissory note

(the “Note”) due on the earlier of:

(i) September 30, 2023 or (ii) the date on which the Company consummates an initial public

offering of its securities.

During the nine months ended September 30, 2023, the Company accrued $55,847 interest expense on the Note.

The total balance of $1,538,520 ($1,482,673 note and $55,847 interest) due Jupiter was paid from proceeds SRM’s Initial Public

Offering (“IPO”) on August 14, 2023.

following sets forth a summary of all transactions since January 1, 2024, and any currently proposed transactions, in which the Company

was or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the

Company’s total assets at the fiscal year-end for 2025 and 2025, and in which any related person had or will have a direct or indirect

material interest.

August 8, 2025, the Company entered into a Securities Purchase Agreement (the “Series C Securities Purchase Agreement”) with

Lucky Dog Holdings, a company founded and controlled by Mitchell Rudy, our director, for a private investment in public equity of 35,000

shares of the Series C Preferred Stock at a purchase price of $25,000,000, which was paid in the form of BONK tokens.

The conversion

price of the Series C Preferred Stock is $1.081, which results in the total number of shares of common stock into which such 35,000 shares

of Series C Preferred Stock can be converted is 32,377,428 shares of common stock.

On August 8, 2025, the Company also entered into a

Revenue Sharing Agreement (the “Revenue Sharing Agreement”) with Lucky Dog Holdings, for issuance of 100,000 shares of Series

C Preferred Stock in exchange for an amount equal to 10% of all gross revenue of LetsBonk.fun in perpetuity.

The total number of shares

of common stock into which such 100,000 shares of Series C Preferred Stock can be converted into is 92,506,938 shares of common stock.

These transactions were approved by the Board by unanimous vote on August 5, 2025.

August 25, 2025, the Company entered into a Securities Purchase Agreement with Lucky Dog Holdings, a company founded and controlled

by Mitchell Rudy, our director, for a private investment in public equity of 51,921,080 shares of common stock at a purchase price

of $0.4815 per share.

The aggregate purchase price was $25,000,000, which was paid in the form of BONK tokens.

The transaction was

approved by the Board by unanimous written consent on August 25, 2025.

This transaction closed on August 29, 2025 and the 51,921,080

shares were issued during the fourth quarter of 2025.

June 25, 2025, two accredited investors (the “Investors”), including Fried LLC, purchased certain convertible notes (the

“Fried Notes”) and warrants (the “Fried Warrants”) of the Company from a former holder.

Jordan Fried has investment

control of and is a manager of Fried LLC.

July 21, 2025, the Company entered into a Securities Purchase Agreement (the “July 2025 Securities Purchase Agreement”) with

accredited investors, including Jordan Fried, relating to a registered direct offering and a concurrent private placement, pursuant to

which, among others, on July 24, 2025, the Company issued to Jordan Fried 4,338,395 shares of common stock at an offering price of $0.461

per share and unregistered warrants to purchase up to an aggregate of 8,676,790 shares of common stock at a purchase price of $0.125

Each warrant is exercisable for one share of common stock, has an exercise price of $0.461 per share, and is immediately

exercisable upon issuance and has a term of exercise equal to five (5) years from the date of issuance.

As a result of the issuance of

share of common stock and unregistered warrants, Jordan Fried became a beneficial owner of more than five percent of our common stock.

July 2, 2025, the Company entered into an Exchange Agreement (the “July Fried Exchange Agreement”) by and among the Company

and the Investors, including Fried LLC.

Pursuant to the July Fried Exchange Agreement, the parties intended to effect a voluntary security

exchange transaction whereby, among others, Fried LLC shall exchange the portion of the Fried Notes that it held for an aggregate of

3,606 shares of Series B Preferred Stock on the closing date.

The exchange transaction closed on July 3, 2025, and the 3,606 shares of

Series B Preferred Stock were issued to Fried LLC on August 26, 2025.

November 7, 2025, the Company entered into an Exchange Agreement (the “November Fried Exchange Agreement”) by and between

the Company and Fried LLC.

Pursuant to the November Fried Exchange Agreement, Fried LLC shall exchange the portion of the Fried Warrants

that it held for an aggregate of 1,643,663 shares of common stock.

The 1,643,663 shares of common stock have not been issued to Fried

LLC as of November 20, 2025.

John Advisory Agreement

March 1, 2024, the Company entered into a transition advisory agreement (the “Advisory Agreement”) with Brian John, our former

CEO, pursuant to which the Mr.

John resigned from his position as the Chief Executive Officer of the Company and was hired as an advisor

to the Company for a term of 3 months ending on June 1, 2024, and a further 3 months extension with the mutual consent of the parties

John shall receive $12,500 as monthly compensation for his services under the Advisory Agreement.

The term did not extend

beyond June 1, 2024.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

2 unchanged sentences

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

of Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement filed with the

SEC on June 17, 2020.

and Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 2.1 to Jupiter Wellness, Inc.’s Form

1-A filed with the Securities and Exchange Commission on June 21, 2019.

incorporated herein by reference to Exhibit 2.2 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange

Commission on June 21, 2019.

and Restated Bylaws, incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement filed with the SEC on

July 14, 2020.

of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement

filed with the SEC on June 17, 2020.

Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.5 of the Company’s Registration

Statement filed with the SEC on June 17, 2020.

Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement filed with the SEC

on July 14, 2020.

Representative’s

Warrant, incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

of Warrant included in Unit, incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement filed with the

SEC on June 17, 2020.

of Warrant Agent Agreement, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement filed with the

SEC on June 17, 2020.

Third Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.13 to the Form S-1 filed with the SEC on December 10, 2025

Form of Secured Convertible Note between the Company and Bigger Capital LLC, incorporated by reference to Exhibit 4.5 to the Form S-1 filed with the SEC on February 4, 2025

Stock and Warrant Subscription Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement

filed with the SEC on July 14, 2020.

Director’s Contract between the Company and Dr.

Hector Alila, dated February 25, 2019, incorporated by reference to Exhibit

10.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Director’s Contract between the Company and Timothy G.

Gly nn, dated March 13, 2019, incorporated by reference to Exhibit 10.3

of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Director’s Contract between the Company and Christopher Melton, dated July 29, 2019, incorporated by reference to Exhibit 10.4

of the Company’s Registration Statement filed with the SEC on July 14, 2020).

Agreement with Douglas O.

McKinnon, dated August 5, 2019, incorporated by reference to Exhibit 10.5 of the Company’s Registration

Statement filed with the SEC on July 14, 2020).

of Regulation A Subscription Agreement, incorporated herein by reference to Exhibit 4.1 to Jupiter Wellness, Inc.’s Form 1-A/A

filed with the Securities and Exchange Commission on August 19, 2019.

Agreement with Dr.

Gly nn Wilson, dated October 15, 2019, incorporated by reference to Exhibit 10.7 of the Company’s Registration

Statement filed with the SEC on July 14, 2020.

Employment Agreement with Brian John, dated February 1, 2020, incorporated

by reference to Exhibit 10.8 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Employment Agreement with Richard Miller, dated February 1, 2020, incorporated

by reference to Exhibit 10.9 of the Company’s Registration Statement filed with the SEC on June 17, 2020.

2020 Equity Incentive Plan, incorporated by reference to Exhibit 10.10

of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Confidential Membership Interest Purchase Agreement dated February

20, 2020 by and between Jupiter Wellness, Inc., Magical Beasts LLC.

and Krista Whitley , incorporated by reference to Exhibit 10.11

of the Company’s Registration Statement filed with the SEC on June 17, 2020.

Sales Distribution Agreement dated February 20, 2020 between Jupiter

Wellness Inc.

and Ay ako Holdings, Inc., incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement

filed with the SEC on June 17, 2020.

Distribution Agreement, dated November 5, 2020, incorporated by reference

to the Company’s Current Report on Form 8-K, filed with the SEC on November 9, 2020.

Endorsement Agreement, dated November 10, 2020, incorporated by reference

to the Company’s Current Report on Form 8-K, filed with the SEC on November 19, 2020.

Share Exchange Agreement, dated November 30, 2020, incorporated by

reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 3, 2020.

Independent Director’s Agreement, dated January 20, 2021, incorporated

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 26, 2021.

Omnibus Amendment dated January 25, 2021, incorporated by reference

to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.

First Amendment to Common Stock Option Agreement dated January 25,

2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.

Employment Agreement dated as of January 20, 2021, incorporated by

reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2021.

License and Purchase Agreement by and between Safety Shot Inc.

and Elite Health Partners dated February 21, 2024, incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K, filed with the SEC on February 22, 2024.

Transition Advisory Agreement between the Company and Brian John dated March 1, 2024, incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Current Report Form 8-K, filed with the SEC on March 1, 2024.

Omnibus Agreement between the Company and Brian John and Dr.

Glynn Wilson dated March 1, 2024, incorporated by reference to Exhibit 10.1 on the Company’s Current Report on Current Report Form 8-K, filed with the SEC on March 1, 2024.

Director Agreement between the Company and Jordan Schur dated March 13, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on March 13, 2024.

Independent Director Agreement between the Company and David Long dated March 11, 2024, incorporated by reference to Exhibit 10.2 on Current Report Form 8-K, filed with the SEC on March 13, 2024.

Employment Agreement between the Company and Jordan Schur dated March 13, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on March 13, 2024.

Securities Purchase Agreement dated April 4, 2024, incorporated by reference to Exhibit 10.01 on Current Report Form 8-K, filed with the SEC on April 5, 2024.

Registration Rights Agreement dated April 4, 2024, incorporated by reference to Exhibit 10.02 on Current Report Form 8-K, filed with the SEC on April 5, 2024.

Employment Agreement between Danielle De Rosa and the Company dated April 22, 2025, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on April 26, 2024.

Option Agreement between Danielle De Rosa and the Company dated April 22, 2025, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on April 26, 2024.

Securities Purchase Agreement between the Company and Jordan Schur dated June 27, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on June 27, 2024.

Securities Purchase Agreement between the Company and Jordan Schur dated August 30, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on September 5, 2024.

Form of Common Stock Warrant, incorporated by reference to Exhibit 10.2 on Current Report Form 8-K, filed with the SEC on September 5, 2024.

Securities Purchase Agreement between the Company and an accredited investor dated September 24, 2024, incorporated by reference to Exhibit 10.1 on Current Report Form 8-K, filed with the SEC on September 24, 2024.

Consulting Agreement between the Company and Cor 4 Capital Corp., dated September 23, 2024, incorporated by reference to Exhibit 10.2 on Current Report Form 8-K, filed with the SEC on September 24, 2024.

Form of Separation and Exchange Agreement between the Company and Caring Brands, Inc.

dated September 24, 2024, incorporated by reference to exhibit 10.3 of the Company’s Current Report Form 8-K, filed with the SEC on September 24, 2024.

Equity Disbursement Agreement dated December 6, 2024, incorporated by reference to exhibit 10.1 of the Company’s Current Report Form 8-K, filed with the SEC on September 24, 2024

Employment Agreement between the Company and John Gulyas incorporated by reference to exhibit 10.1 of the Company’s Current Report Form 8-K, filed with the SEC on December 16, 2024

Employment Agreement between the Company and Jordan Schur incorporated by reference to exhibit 10.2 of the Company’s Current Report Form 8-K, filed with the SEC on December 16, 2024

Employment Agreement between the Company and Jarrett Boon incorporated by reference to exhibit 10.3 of the Company’s Current Report Form 8-K, filed with the SEC on December 16, 2024

Code of Ethics, incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Corporate Governance Guidelines, incorporated by reference to Exhibit

14.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020.

Insider Trading Policy

Subsidiaries of

the Registrant

Consent of M&K

Certification of

our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of

our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of

our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

Certification pursuant

2024 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement filed with the SEC on August 02, 2024.

Amendment to Common Stock Option Agreement dated January 25, 2021, incorporated by reference to the Company’s Current Report

on Form 8-K, filed with the SEC on January 29, 2021.

and Purchase Agreement by and between Safety Shot Inc.

and Elite Health Partners dated February 21, 2024, incorporated by reference

to Exhibit 10.1 the Company’s Current Report on Form 8-K, filed with the SEC on February 22, 2024.

Agreement between the Company and Jordan Schur dated March 13, 2024, incorporated by reference to Exhibit 10.1 on Current Report

Form 8-K, filed with the SEC on March 13, 2024.

Director Agreement between the Company and David Long dated March 11, 2024, incorporated by reference to Exhibit 10.2 on Current

Report Form 8-K, filed with the SEC on March 13, 2024.

Purchase Agreement dated April 4, 2024, incorporated by reference to Exhibit 10.01 on Current Report Form 8-K, filed with the SEC

on April 5, 2024.

Rights Agreement dated April 4, 2024, incorporated by reference to Exhibit 10.02 on Current Report Form 8-K, filed with the SEC on

April 5, 2024.

Purchase Agreement between the Company and Jordan Schur dated June 27, 2024, incorporated by reference to Exhibit 10.1 on Current

Report Form 8-K, filed with the SEC on June 27, 2024.

Purchase Agreement between the Company and Jordan Schur dated August 30, 2024, incorporated by reference to Exhibit 10.1 on Current

Report Form 8-K, filed with the SEC on September 5, 2024.

of Common Stock Warrant, incorporated by reference to Exhibit 10.2 on Current Report Form 8-K, filed with the SEC on September 5,

Purchase Agreement between the Company and an accredited investor dated September 24, 2024, incorporated by reference to Exhibit

10.1 on Current Report Form 8-K, filed with the SEC on September 24, 2024.

Agreement between the Company and Cor 4 Capital Corp., dated September 23, 2024, incorporated by reference to Exhibit 10.2 on Current

Report Form 8-K, filed with the SEC on September 24, 2024.

of Separation and Exchange Agreement between the Company and Caring Brands, Inc.

dated September 24, 2024, incorporated by reference

to exhibit 10.3 of the Company’s Current Report Form 8-K, filed with the SEC on September 24, 2024.

Disbursement Agreement dated December 6, 2024, incorporated by reference to Exhibit 10.1 of the Company’s Current Report Form

8-K, filed with the SEC on December 10, 2024

Agreement between the Company and John Gulyas incorporated by reference to Exhibit 10.1 of the Company’s Current Report Form

8-K, filed with the SEC on December 16, 2024.

Agreement between the Company and Jordan Schur incorporated by reference to Exhibit 10.2 of the Company’s Current Report Form

8-K, filed with the SEC on December 16, 2024.

Agreement between the Company and Jarrett Boon incorporated by reference to Exhibit 10.3 of the Company’s Current Report Form

8-K, filed with the SEC on December 16, 2024.

Agreement, dated October 3, 2025, by and between Markita L.

Russell and the Company, incorporated by reference to Exhibit 10.1 of

the Form 8-K filed with the SEC on October 8, 2025.

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).

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).

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).

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).

Insider Trading Policy (incorporated by reference to Exhibit 99.2 of the Annual Report on Form 10-K filed with the SEC on April 1, 2024).

Subsidiaries of the Registrant.

Consent of M&K CPAS.

Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

Section 1350).

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Claw Back Policy

*Filed herewith.

Form 10-K Summary

to the requirements of the Section 13 or 15 or 15(d) 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 on the day of March 31, 2026.

SAFETY SHOT, INC

/s/ Jarrett Boon

Chief Executive Officer and Director

Executive Officer and Director

accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ Jarrett Boon

Director and Chief Executive Officer (principal executive officer)

March 28, 2025

/s/ Danielle De Rosa

Chief Financial Officer (principal financial and accounting officer)

March 28, 2025

Danielle De Rosa

/s/ David Sandler

Chief Operating Officer

March 28, 2025

David Sandler

/s/ John Gulyas

March 28, 2025

/s/ Christopher Marc Melton

March 28, 2025

and Chief Executive Officer

executive officer)

Markita Russell

Financial Officer

financial and accounting officer)

Mitchell Rudy

Christopher Marc Melton

/s/ Jordan Schur

Director and President

March 28, 2025

/s/ Richard Pascucci

March 28, 2025

Richard Pascucci

/s/ David Long

March 28, 2025

TO FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

1 unchanged sentence

Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Shareholders’ Equity for the Years

Ended December 31, 2024 and 2023

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

Notes to the Consolidated Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and

Stockholders of Safety Shot, Inc.

Opinion on the Consolidated Financial

We have audited the accompanying consolidated balance sheets of Safety Shot, Inc.

(the Company) as of December 31, 2024 and 2023, and the

related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the two-year period ended December

31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its

consolidated operations and its cash flows for the two-year period ended December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

Stockholders of Bonk, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Bonk, Inc.

(formerly Safety Shot, Inc.) (the Company) as of December 31, 2025 and 2024, and the related consolidated

statements of operations, changes in shareholders’ equity, and cash flows for the two-year period ended December 31, 2025, and the

related notes (collectively referred to as the financial statements).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its consolidated

operations and its cash flows for the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted

in the United States of America.

Going Concern

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in the Note 1 to the financial statements, the Company has suffered

net losses from operations in current and prior periods and the Company has incurred and expects to continue to incur significant costs

in pursuit of its expansion and development plans, which raises substantial doubt about its ability to continue as a going concern.

plans regarding those matters are discussed in the notes to the financial statements.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in the Note 1 to the financial statements, the Company

has suffered net losses from operations in current and prior periods and the Company has incurred and expects to continue to incur significant

costs in pursuit of its expansion and development plans, which raises substantial doubt about its ability to continue as a going concern.

Management’s plans regarding those matters are discussed in the notes to the financial statements.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

15 unchanged sentences

a reasonable basis for our opinion.

Critical Audits Matter

The critical audit matter communicated

below are matter arising from the current period audits of the consolidated financial statements that were communicated or required

to be communicated to the audits committee and that:

(1) relate to accounts or disclosures that are material to the consolidated

financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical

audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by

communicating he critical audits matter below, providing separate opinions on the critical audits matter or on the accounts or

disclosures to which they relate.

Evaluation of Intangible Assets

As discussed in Note 2 and 8 to the consolidated financial

statements, the Company acquired intangible assets through an asset purchase agreement in 2023.

At each reporting period, certain intangible

assets are required to be assessed annually for impairment based on the facts and circumstances at that time.

Auditing management’s

evaluation of intangible assets can be a significant judgment given the fact that the Company uses management estimates on future revenues

and expenses which are not easily able to be substantiated.

Given these factors and due to significant judgements

made by management, the related audit effort in evaluating management’s judgments in evaluation of intangible assets required a

high degree of auditor judgment.

The procedures performed included evaluation of the

methods and assumptions used by the Company, tests of the data used and an evaluation of the findings.

We evaluated and tested the Company’s

significant judgments that determine the impairment evaluation of intangible assets.

/s/ M&K CPAS,

Critical Audit Matter

The critical audit matter communicated below is

a matter arising from the current period audits of the consolidated financial statements that was communicated or required to be communicated

to the audits committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in

any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter

below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Crypto

Revenue recognition was identified as a critical

audit matter due to the significant judgment involved in determining the timing and amount of revenue, as well as the complexity of blockchain-based

revenue-sharing arrangements, as described in Note 2.

The Company recognizes from a 10% revenue sharing agreement with a related party

on digital asset transactions.

Auditing these revenue streams required especially challenging auditor judgment, including evaluating when

performance obligations were satisfied and verifying the completeness and accuracy of blockchain-derived revenue, which required specialized

Our audit procedures included testing a sample of digital transactions to assess proper period recognition;

evaluating the Company’s

smart contracts;

independently recalculating the 1% service fee for selected blockchain transactions;

and reconciling recorded revenue

to blockchain transaction data.

/s/ M&K CPAS, PLLC

www.mkacpas.com

We have served as the Company’s

auditor since 2019.

We have served as the Company’s auditor

The Woodlands, Texas

March 31, 2026

Safety Shot, Inc.

Balance Sheets

December 31, 2024 and

31, 2025 and 2024

Current assets:

Marketable securities

Accounts and other receivables

Digital assets

Accounts receivable

Prepaid expenses and deposits

Investment in Yerbae Brands

Investment in SRM & Affiliates

Other current assets

Note Receivable

Investment in Yerbaé Brands

Investment in affiliate

Equity securities

Total current assets

Non-current assets:

Non-current digital assets

Right of use assets

Intangible assets, net of amortization

Fixed assets, net of depreciation

Liabilities and Shareholders’ Equity

Related party revenue sharing

– other asset, net of amortization

Intangible assets, net

of amortization

assets, net of depreciation

non-current assets

LIABILITIES AND SHAREHOLDERS’

EQUITY (DEFICIT)

Accounts payable

Convertible notes

Current portion of lease liability

Accrued expenses

Accrued liabilities

Note payable, current portion

Convertible notes

COVID-19 SBA loan

portion of lease liability

Total current liabilities

Long-term portion lease liability

Non-current liabilities:

portion lease liability

non-current liabilities

Total liabilities

Preferred stock, $ 0.001 par value, 100,000 shares authorized, of which none

are issued and outstanding

Common stock, $ 0.001 par value, 250,000,000 shares authorized, of which

62,640,314 and 45,634,154 shares were issued and outstanding as of December 31, 2024 and 2023

Shareholders’ equity

Preferred stock, $ 0.001

par value, 1,000,000 shares authorized of which 176,806 and none are issued and outstanding as of December 31, 2025 and 2024, respectively

Common stock, $ .001 par

value, 1,000,000,000 shares authorized, of which 7,751,707 and 1,789,724 shares issued and outstanding as of December 31, 2025 and

2024, respectively

Additional paid-in capital

Common stock payable

Accumulated deficits

( 183,492,179 )

( 115,090,347 )

Total Shareholders’

Equity (Deficit)

shareholders’ equity (deficit)

( 2,173,052 )

Total Liabilities and Shareholders’

The accompanying notes

are an integral part of these financial statements.

known as Jupiter Wellness, Inc .)

Consolidated Statement of Operations

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Statement of Operations

the Years Ended December 31, 2025 and 2024

Months Ended December 31,

Beverage sales

Related party income from digital assets

Cost of sales

Gross profit (loss) from continuing

( 2,445,757 )

Operating expense

General and administrative

Total operating expenses

Operating expenses:

and administrative

Impairment expense

Total operating costs and expenses

Other income (expense):

1 unchanged sentence

Interest expense

Loss on settlement

( 6,140,411 )

Other income / (expense)

( 5,373,426 )

Gain (loss) on sale of

marketable securities

Loss on exchange

Unrealized loss on digital

( 35,372,217 )

Unrecognized gain / (loss) on

equity investment

gain (loss) on equity investment

Total other income (expense)

1 unchanged sentence

( 6,354,158 )

Net (loss) from continuing operations

Loss from operations

$ ( 68,185,762 )

$ ( 48,411,830 )

Income (loss) from discontinued operations

Loss from discontinued operations

$ ( 68,185,762 )

2 unchanged sentences

( 2,293,301 )

Loss attributable to shareholders

Loss attributable to

$ ( 69,049,162 )

Net (loss) per share:

$ ( 51,702,933 )

Net income (loss) per share:

Basic and diluted

Loss per share attributed to common shareholders

Weighted average number of shares

accompanying notes are an integral part of these financial statements.

known as Jupiter Wellness, Inc .)

Consolidated Statement of Changes in Shareholders’ Equity

Weighted average shares outstanding - basic and diluted

Statement of Changes in Shareholders’ Equity

the Years Ended December 31, 2025 and 2024

Additional Paid

Balance December 31, 2022

$ ( 50,597,674 )

Shares issued in Public Offering

Shares issued -payable for services

Shares issued for services and stock payable

Purchase of intangible asset

Warrant conversions related to offerings

Warrant conversions related to promissory notes

Deconsolidation of SRM Entertainment and change to equity

method of accounting

Fair value of price reduction on conversion price for

notes and warrants

Fair value of options granted to employees

Fair value of warrants granted for services

Promissory note conversion

Fair value of warrants granted for services

Fair value of options granted for services

( 15,083,041 )

Paid-In-Capital

Stock Payable

Paid-In-Capital

Stock Payable

Balance, December 31, 2023

$ ( 65,680,715 )

Shares issued in Private Placements for cash

5 unchanged sentences

Deconsolidation of Caring Brands

Shares issued from Stock in connection with extinguishment

of convertible notes

Shares issued from Stock in connection with

extinguishment of convertible notes

Fair value of options granted

3 unchanged sentences

( 2,293,301 )

Net Income (loss)

( 49,409,632 )

3 unchanged sentences

( 2,173,052 )

Common stock issued in connection with Yerbaé

Common stock issued for cash

( 1,040,998 )

Common stock issued in exchange for settlement

Common stock issued for private placement

Common stock issued for settlement

Common stock issued for bonuses

Common stock issued for services

Common stock issued for Digital Asset Agreement

Preferred stock A Conversion of Common stock to Preferred stock

Preferred stock B issued for convertible note

Preferred stock C issued for Digital Asset

Warrant purchase agreement

Stock compensation expense

Fair value of options granted

Cashless exchange warrants for common stock

Cashless exchange of warrants - deemed dividend

Preferred stock converted to common

Net Income (loss)

( 68,185,762 )

Balance, December 31,

( 183,492,179 )

The accompanying

notes are an integral part of these financial statements.

known as Jupiter Wellness, Inc .)

Consolidated Statement of Cash Flows

Statement of Cash Flows

the Years Ended December 31, 2025 and 2024

Cash flows from continuing operating activities:

the Twelve Months Ended December 31,

CASH FLOW FROM OPERATING ACTIVITIES:

( 68,185,762 )

( 48,411,830 )

Depreciation & Amortization

Gain on sale of fixed assets

Depreciation and amortization expense

Fair value of stock-based compensation

Fair value of options issued for services

Fair value of warrants issued for services

Fair value of shares issued from Convertible note extinguishment

Unrealized loss on equity investment

Realized gain/loss on sale of marketable securities

Unrealized loss on marketable securities

Fair value of options issued for services rendered

Fair value of shares issued from Convertible

note extinguishment

Bad debt expense

Fair value of common stock issued for services

Fair value of common stock issued for settlement

Fair value of common stock issued for bonus

Fair value of SRM shares granted in connection

with settlement

Impairment expense

Unrealized gain/loss on equity investment

Unrealized loss on digital asset

Exchange of common stock for Series A Preferred

Gain on sale of SRM stock

Accrued losses on settlements

Adjustment to reconcile net income to net cash provided by (used in) operating

Prepaid expenses and deposits

Accrued loss on settlements

Realized gain/loss on sale of marketable securities

( 13,275,054 )

Right of Entry asset

Revenue on Digital Assets

( 1,812,352 )

Unrealized gain/loss on marketable securities

Adjustments to reconcile net loss to cash (used

in) operating activities:

Prepaid expenses and deposits

Right of use asset

Accounts receivable

Note receivable

Accounts payable

Accrued expenses

Accrued liabilities

Lease liability

Net cash (used in) continuing operating activities

Net cash (used in) continuing

operating Activities

( 25,275,735 )

( 18,089,748 )

Cash flows from discontinued operating activities:

Income (loss) from discontinued operations

Reclassification of assets and

liabilities to held for sale

Cash provided from discontinued operations

Cash flows from investing activities:

Cash paid for purchase of assets

Reclassification to discontinued

Loss from discontinued

cash (used in) discontinued operations

CASH FLOW FROM INVESTING ACTIVITIES:

Cash received from sale of investments

Cash received from sale of marketable securities

Cash paid for investment

Cash paid for marketable securities

Cash paid for purchase of intangible assets

Purchase of intangible assets

Purchase of digital assets

( 5,000,037 )

Cash paid for SRM Inc.

Cash received from SRM Ltd.

loan repayment

Cash received for sale of marketable securities

Net change to value of marketable securities

Cash paid for intangible assets

Investment in Yerbaé

Acquisition of Yerbaé

Cash paid for purchase of assets

Purchase of equipment

Proceeds from sale of assets

Net cash (used in) investing activities

Cash flows from financing activities:

Net Cash Provided by

(used in) Investing Activities

CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from shares issued for private placements

Repayments of convertible notes

( 4,508,315 )

Proceeds from issuance of common stock

Proceeds from warrant purchase agreement

Proceeds from issuance of shares for warrant

Cash received upon exercise of options

Cash received upon warrant conversions

Deconsolidation of subsidiary

Shares issued for private placements

Loans to affiliates

Borrowings on debt

Payments on debt

Net cash (used in) provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net Cash Provided by Financing Activities

CHANGE IN CASH

( 3,484,534 )

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

SUPPLEMENTAL CASH FLOW INFORMATION:

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for:

Non-cash items

Reclassification of Held to Maturity investments

to Marketable Securities

Common stock issued for Bonk Coins

Fair value of common stock issued in exchange

for settlement of payables

Issuance of Preferred Stock B in connection

with payoff of Convertible notes

Issuance of Preferred Stock C in connection

in exchange for digital assets

Issuance of Preferred Stock C in connection

in exchange for digital assets

Common stock issued for loss on settlement

Shares issued for L&H

Common stock issued for services

Warrants cashless exercise from common stock

Preferred B converted to CS

Common stock issued for settlement

Common stock issued from stock payable on extinguishment

Shares issued from stock payable for services

Shares issued for GBB asset purchase

Reclassification for SRM Ltd deconsolidation

Conversion of promissory note for common stock

Common stock issued from stock payable on extinguishment of debt

Common stock issued from stock payable on convertible note

accompanying notes are an integral part of these financial statements.

known as Jupiter Wellness, Inc .)

Common stock issued from stock payable on convertible

Investment in GBB asset

Common stock issued for note conversion

to Financial Statements

the Years Ended December 31, 2025 and 2024

Note 1 - Organization and Business

Safety Shot Inc.

SHOT) was formerly known as Jupiter Wellness Inc.

In August 2023 the Company acquired certain assets of GBB Drink Lab Inc which

included the blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow recovery

from the effects of alcohol at a rate faster than would occur normally.

Concurrently with the purchase, the Company changed its name

to Safety Shot, Inc.

1 - Organization and Business Operations

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 Safety Shot in December 2023.

Safety Shot has

a well-established clinical development infrastructure and fits within the Company’s existing over-the-counter health and wellness products.

The Company will continue its current products line as an operating division and is committed to supporting

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

We take pride in our research and development of over-the-counter

(OTC) products and intellectual property, which aim to address some of the most prevalent health and wellness concerns today.

pipeline includes a diverse range of products, such as hair loss treatments, eczema creams, vitiligo solutions, and sexual wellness products,

that cater to different health and wellness needs.

We are dedicated to staying up-to-date with the latest scientific research and technology,

ensuring that our products are effective, safe, and meet the highest industry standards.

To achieve our

mission, we rely on a team of highly skilled and experienced professionals who are committed to advancing our vision of health and wellness.

Our team includes scientists, researchers, product developers, and business experts who collaborate to create new products and enhance

existing ones.

We also partner with industry leaders and organizations to leverage the latest technologies and expand our reach.

We generate revenue

through various channels, including the sales of our OTC and consumer products.

Our products are available

through various retailers and e-commerce platforms, making them accessible to a broad customer base.

Additionally, we collaborate with

other companies to license our intellectual property, creating additional revenue streams and expanding our global presence.

Segment Reporting

The Company operates as a single

reportable segment.

The Chief Operating Decision Maker (CODM) (our CEO, Jarrett Boon) reviews the financial performance of the

company on a consolidated basis and makes decisions regarding resource allocation at that level.

As a result, the company has

determined that it operates in a single operating segment in accordance with Accounting Standards Codification (ASC) 280, Segment

The company’s product is a dietary drink supplement.

Revenues from external customers are derived from

e-commerce, distributors, and direct to retail consumers.

The company only operates in the United States.

Going Concern Consideration

As of December

31, 2024 and 2023, the Company had accumulated deficits of $ 115,090,347 and $ 65,680,715 , respectively, and cash flow used in operations

of $ 18,089,748 and $ 10,715,314 for the years ended December 31, 2024 and 2023.

The Company has incurred and expects to continue to incur

significant costs in pursuit of its expansion and development plans.

At December 31, 2024 and 2023, the Company had $ 348,816 and $ 3,833,349 ,

respectively, in cash and working capital of a negative $ 6,816,953 and a positive $ 4,303,687 , respectively.

These conditions have raised

doubt about the Company’s ability to continue as a going concern as noted by our auditors, M&K CPAS, PLLC.

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., a Florida

corporation, and for the period from January 1, 2022 to August 14, 2023, SRM Entertainment, Limited, a Hong Kong private limited company,

which was sold effective August 14, 2923.

Company launched the Sure Shot Dietary Supplement in December 2023.

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,

Yerbaé’s principal subsidiaries are Yerbaé Brands Co.

(“Yerbaé USA”) and Yerbaé LLC

of which Yerbaé owns 100% interests in, together, “Yerbaé”.

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 implemented a digital asset strategy in addition to the Company’s

beverage sales operations.

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 and beverage sales.

Concern Consideration

Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans.

31, 2025, the Company had $ 2,278,340 , in cash and working capital of $ 64,954 .

These conditions have raised substantial doubt about

the Company’s ability to continue as a going concern.

2 - Significant Accounting Policies

of Presentation

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.

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.

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.

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.

and Cash Equivalents

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 December 31, 2025 and 2024.

Deconsolidation

The Company will

use Deconsolidation Accounting upon the loss of control of a subsidiary determined to be less than 50 % owned.

Upon deconsolidation, the

Company will no longer present the subsidiary’s assets, liabilities, and results of operations in its consolidated financial statements.

Company will use Deconsolidation Accounting upon the loss of control of a subsidiary determined to be less than 50 % owned.

Upon deconsolidation,

the Company will no longer present the subsidiary’s assets, liabilities, and results of operations in its consolidated financial

If the Company owns more than 20 % but less than 50 % the Company will continue to report under the Equity Method.

Discontinued Operations

Company adopted the FASB Accounting Standards Update No.

2014-08 Discontinued Operations requiring entities to reclassify assets and

liabilities of a discontinued operation for all comparative periods presented in the statement of financial position.

Effective August

14, 2023, the Company sold SRM Entertainment Ltd, (“SRM”) a wholly owned subsidiary.

Financial statements preceding the effective

date of the sale have been reclassified to reflect the respective SRM assets and liabilities as being held for sale and the operations

of SRM are reflected a discontinued operation.

Effective September 24, 2024, the Company sold Caring

Brands Inc., (“CBI”) a wholly owned subsidiary.

Financial statements preceding the effective date of the sale have been reclassified

to reflect the respective CBI assets and liabilities as being held for sale and the operations of CBI are reflected a discontinued operation.

Equity Method for Investments

Investments in

unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted

On September 24, 2024, the Company signed a separation agreement with Caring Brands, Inc.

Caring Brands, Inc.

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 $ 0 and $ 997,802 in loss from discontinued operations

for the twelve months ended December 31, 2025 and 2024, respectively.

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.

Extinguishment and Modification

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.

Method for Investments

in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted

for using the equity method.

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performance of the investees and records reductions in carrying values when necessary.

Asset Purchases

The Company accounts

for an acquisitive transaction determined to be an asset purchase based on the cost accumulation and allocation method, under which the

costs to purchase the asset or set of assets are allocated to the assets acquired.

No goodwill is recorded in connection with an asset

Investments in Marketable Securities

The Company’s

Marketable Securities are considered Held-For-Trading (“HFT”) or Trading Assets.

HTF- Trading securities are valued at their

fair value when purchased/sold, and any unrealized gains or losses are recorded periodically on financial reporting dates as other income

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 US 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 December 31, 2024 and 2023.

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.

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.

is based upon the average cost method of accounting.

In connection with the re-branding and marketing of the Sure Shot beverage and change

in the size of the individual cans from a 12 oz can to a 4oz can, the Company wrote off a total of $ 2,269,580 of inventory, consisting

of finished products, labels, packaging, containers, etc.

during the year ended December 31, 2024.

During the year ended December 31,

2023, the Company had expired inventory write-downs of $ 23,794 .

Investments Held-to-Maturity

Investments that

the Company’s management has the “positive intent and ability” to hold through maturity are classified and accounted

for as hold-to- maturity investments (“HTM”).

HTM investments are carried at amortized cost in the financial statements.

For investments classified as HTM, no unrealized gains and losses will be recognized in financial statements.

Sale of SRM Entertainment, Inc.

On December 9,

2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc.

to govern the separation of SRM from 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 the Company.

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

Pursuant 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.

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 owned 4.5 million of the 9,450,000

shares of common stock outstanding of SRM.

At December 31, 2024, the Company held 2,613,342 shares of SRM (less than 20 %) which are considered

marketable securities.

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.

per Common Share

Net income (loss)

per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.

Basic net income (loss) per

share is computed by dividing net income (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.

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.

Schedule of Net Loss per Common Share

For the Year Ended December

Net (loss) from continuing operations

$ ( 48,411,830 )

$ ( 14,821,513 )

(loss) from discontinued operations

$ ( 49,409,632 )

$ ( 15,083,041 )

Deemed Dividend

( 2,293,301 )

Loss attributable to shareholders

$ ( 51,702,933 )

( 15,083,041 )

Denominator for basic earnings

per share - Weighted- average common shares issued and outstanding during the period

Denominator for diluted earnings

Basic (loss) per share

Diluted (loss) per share

Loss per shares attributed to common shareholders

Value of Financial Instruments

The fair value

of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements

and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term

Revenue Recognition

The Company generates

its revenue from the sale of its 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 fulfils its obligations under each of its agreements:

the contract with a customer;

the performance obligations in the contract;

the transaction price;

the transaction price to performance obligations in the contract;

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.

Accounts Receivable and Credit

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.

During the year ended

December 31, 2024 and 2023, the Company recognized no allowance for doubtful collections.

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.

Goodwill and Intangible Assets

Goodwill is tested

for impairment at a minimum on an annual basis.

Goodwill is tested for impairment at the reporting unit level by first performing a qualitative

assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value.

If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair

Inventory is based upon the average cost method of accounting.

During the twelve months ended December 31, 2025, the Company had no write-downs or write-offs.

the twelve months ended December 31, 2024, the Company took a write down of certain raw materials and finished goods totaling $ 2,269,580 ,

due to rebranding issues.

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 consist of BONK tokens (“Bonk”), as part of its treasury strategy, that meet the scope requirements of ASC 350-60.

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.

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 are not offset against any related liabilities and are presented on a gross basis in the balance sheet, consistent with ASC 210-20.

Company determines the fair value of crypto assets using quoted prices from active markets at the balance sheet date (Level 1 inputs

under ASC 820).

and losses resulting from changes in fair value are included in the statement of operations.

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 ASC 350-60.

sales or exchanges of coins will be accounted for on a first in first out basis (FIFO).

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.

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”.

Company can access the economic benefits at any time if needed.

Loss per Common Share

income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.

Basic net income

(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during

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.

Value Measurements

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:

1 – Quoted prices in active markets for identical assets or liabilities.

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.

3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would

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.

Company generates its revenue from the sale of its drink products directly to the end user or through a distributor (collectively the

“customers”).

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

identify the performance

obligations in the contract;

determine the transaction

allocate the transaction

price to performance obligations in the contract;

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.

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.

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 Assets Segment generates revenue through the Company’s participation in digital content and blockchain-based platforms

under the Digital Asset Agreement with our affiliate, Lucky Dog Holdings.

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.

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.

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.

As previously disclosed, the original 10% agreed upon as of August 8, 2025 was increased to 51% as of December 10,

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:

performance obligations under the letsBonk.fun platform are satisfied,

transaction price (i.e., the Company’s share of platform proceeds) can be reliably

measured, and

is recorded based on gross receipts, representing the Company’s proportionate share of digital platform proceeds received or receivable

during the reporting period.

On August 25,

2025, the Company entered into a Securities Purchase Agreement with Lucky Dog Holdings, a company founded and controlled by Mitchell Rudy,

our director, for a private investment in public equity of 1,483,459 shares of common stock at a purchase price of $ 0.4815 per share.

The aggregate purchase price was $ 25,000,000 , which was paid in the form of BONK tokens.

At the time of receipt of the BONK tokens, the

price of BONK decreased resulting in a payment receipt of approximately $ 21,535,069 .

Asset - Revenue Sharing Agreement

the year ended December 31, 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.

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 December 31, 2025, representing the Company’s

right to future economic benefit from the Agreement.

As of December 31, 2025, the asset at a fair value of $ 2,060,968 and is amortized

on a straight-line basis over 4.25 years.

The Company recognized $ 224,019 in related amortization expense for the twelve months ended

December 31, 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.

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.

Receivable and Credit Risk

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.

During the year

ended December 31, 2025 and 2024, the Company recognized no allowance for doubtful collections.

of Long-Lived Assets

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.

and Intangible Assets

is tested for impairment at a minimum on an annual basis.

Goodwill is tested for impairment at the reporting unit level by first performing

a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying

If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to

its fair value.

The fair values of the reporting units are estimated using market and discounted cash flow approaches.

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Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

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.

Foreign Currency Translation

Assets and liabilities

in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated

at the average exchange rates prevailing during the period.

Equity accounts are translated at historical exchange rates.

Cumulative gains

and losses from foreign currency transactions and translation for the years ended December 31, 2024 and 2023 were not material.

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”).

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 1 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.

and Development

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.

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 $ 271,719

and $ 100,591 for the years ended December 31, 2024, and 2023, respectively.

Stock Based Compensation

The Company recognizes

compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC

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.

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

On October 24,

2018, the inception date, the Company adopted ASU No.

2018-07 “Compensation - Stock Compensation (Topic 718):

Improvements to Nonemployee

Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently

only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services.

Consequently,

the accounting for share-based payments to nonemployees and employees will be substantially aligned.

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.

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 $ 24,190 and $ 100,591 for the years ended December 31, 2025, and 2024, respectively.

Based Compensation

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 share based payments made to non-employees for goods and 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.

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.

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,

5 unchanged sentences

as a component of income tax expense.

Company’s deferred tax asset at December 31, 2024 and 2023 consists of net operating loss carry forwards calculated using

federal and state effective tax rates equating to approximately $ 14,660,582 and $ 8,658,484 less

a valuation allowance in the amount of approximately $ 14,660,582 and $ 8,658,484 .

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 a.

The Company’s deferred tax asset

at December 31, 2025 and 2024 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating

to approximately $ 8,919,080 and $ 14,660,582 ,

respectively.

Due to the Company’s lack of earnings history, the

deferred tax asset has been fully offset by a valuation allowance of $ 8,919,080 and $ 14,660,582 for the years ended December 31, 2025

On August 8, 2025, the Company experienced a change in control due to the revenue sharing agreement and as a result the historical

net operating loss carryforwards were eliminated.

Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure

of related party transactions.

to Section 850-10-20 the related parties include a.

affiliates of the Company;

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

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;

10 unchanged sentences

be prevented from fully pursuing its own separate interests.

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.

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:

nature of the relationship(s) involved;

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;

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

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

the nature of the relationship(s) involved;

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;

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;

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.

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.

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.

dietary and energy beverage products generate revenue from the sale of these products through Amazon and other direct channels.

of revenue consists primarily of direct manufacturing costs and freight and shipping.

digital assets have nominal costs associated with revenue generated through its revenue sharing agreement.

following tables presents segment revenue and segment gross profit for the twelve months ended December 31, 2025 and 2024 reviewed

Schedule of Segment Revenue and Segment Gross Profit

the Twelve Months Ended December 31,

Revenue from beverage sales

Cost of sales

( 2,445,757 )

Operating expense

( 35,700,558 )

( 39,611,915 )

Impairment expense

Interest income

Interest expense

Other income (expense)

( 5,373,426 )

Net realized gain (loss) on marketable securities

Net Loss on settlement

( 6,140,411 )

Net unrealized gain on equity investment

Net loss on exchange

Loss from operations

$ ( 34,604,187 )

$ ( 48,411,830 )

Loss from discontinued operations

$ ( 34,604,187

$ ( 49,409,632

For the Twelve Months Ended December 31,

Related party income from digital assets

Operating expense

Other income (expense)

Net unrealized gain (loss) on digital assets

( 35,372,217 )

Loss from operations

$ ( 33,581,575 )

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

All of the assets in these financial statements, exclusive of the digital assets are related to the dietary and energy

beverage business of the Company.

Accounting Pronouncements

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.

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 :

Enhanced Expense Disclosures:

Public entities

must now disclose significant segment expenses that are regularly provided to the chief operating

decision maker (CODM) and included in each reported measure of segment profit or loss.

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.

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.

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.

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.

Expense Disclosures:

Public entities must now disclose significant segment expenses that are regularly provided to the chief

operating decision maker (CODM) and included in each reported measure of segment profit or loss.

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.

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.

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.

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.

amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after

1 unchanged sentence

The Company adopted the ASU for the year ended December 31, 2024.

Note 3 - Accounts and other receivables

At December 31,

2024 and 2023, the Company had accounts and other receivables of $ 283,561

and $ 5,585 ,

respectively.

At December 31, 2024, the $ 83,561 accounts receivable were from current customers and the other receivable of $ 200,000

was a credit refund from a vendor.

Note 4 - Prepaid Expenses and

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 .

At December 31, 2023 the Company had $ 1,469,733 , consisting of $ 1,073,823

of raw materials related to a two million can Safety Shot beverage production run, prepaid insurance of $ 56,335 and other prepaids of

Note 5 - Inventory

At December 31,

2024 and 2023, the Company had inventory of $ 233,510 and $ 795,824 , consisting of finished goods, raw materials and packaging supplies.

Marketable Securities

At December 31,

2022, the Company had invested $ 2,908,300 in Jupiter Wellness Sponsor LLC (“JWSL”), a limited liability company formed for

the sole purpose of sponsorship of Jupiter Wellness Acquisition Corp.

(“JWAC”), a special purpose acquisition company (“SPAC”)

and an unconsolidated subsidiary.

Brian John, our CEO, is the managing member of JWSL and was the Chief Executive Officer of JWAC.

JWAC filed a Current

Report on Form 8-K filed with the Securities Exchange Commission on May 2, 2023.

JWAC’s stockholders approved JWAC’s business

combination with Chijet Inc.

and its affiliates including Chijet Motor Company Inc.

(collectively “Chijet”), at its Special

Meeting of Stockholders held on May 2, 2023 and closed the transaction on June 1, 2023.

As a result, on June 27, 2023, the Company received

a total of 1,662,434 shares of restricted common stock of Chijet (Nasdaq:

CJET) in exchange for its Loans.

In August 2023, the Company

received 96,000 additional shares of Chijet due to downside protection clauses in the business combination agreements.

In May 2023, the

Company purchased 48,000 shares of JWAC (now Chijet) common stock for $ 508,800 and in September and October 2023, the Company purchased

an additional 18,200 , shares for $ 36,330 .

During the year ended December 31,

2023 the Company sold 271,679 Chijet shares for a realized gain of $ 238,834 .

At December 31,

2023 the Company, the Company held 1,200,821 common shares of Chijet (the “CJET Shares”) are considered trading securities

and are categorized as marketable securities on the balance sheet.

At December 31, 2023 the CJET Shares had a combined fair market value

of $ 842,976 had a combined unrealized loss of $ 1,511,488 which is included in other income/loss.

In connection

with the Chijet transaction, our CEO Brian John is “entitled to a twenty percent (20%) bonus based on the net profits realized

from any investment made by the Company.” At June 30, 2023 the Company had recorded a contingent liability of $ 233,377 payable

to Brian in this regard.

Subsequent to June 30, 2023, Mr.

John agreed to receive 267,500 shares of restricted Chijet shares in lieu of

any bonuses payments related to the transaction.

In December 2023, the FASB, issued ASU 2023-09, Income

Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This standard expands annual income tax disclosures to require specific categories

in the rate reconciliation table to be disclosed using both percentages and reporting currency amounts and requires additional information

for reconciling items that meet a quantitative threshold.

Additionally, the amendment requires disclosure of income taxes paid by jurisdiction.

The provisions of the standard are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The amendments

should be applied on a prospective basis.

Retrospective application is permitted.

The Company adopted the new standard on December 31,

3 - Accounts Receivable and Other Receivables

December 31, 2025 and 2024, the Company had accounts and other receivables of $ 90,140 and $ 283,561 , respectively.

At December 31, 2024,

2024, the Company did not hold any shares of Chijet.

Investment in and Loans to Affiliates

On December 9,

2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc.

to govern the separation of SRM from 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 the Company.

the $ 83,561 accounts receivable were from current customers and the other receivable of $ 200,000 was a credit refund from a vendor.

4 – Digital Assets

Company holds its digital assets primarily with FalconX, a third-party custodial platform, in accounts maintained in the name of its

wholly owned subsidiary, Bonk Holdings, LLC.

asset revenues are generated through on-chain activity and are programmatically distributed to wallets designated for the

Company’s benefit.

In certain instances, due to technical limitations of the custodial platform, digital assets were

temporarily routed through an intermediary wallet prior to transfer to the Company’s custodial accounts.

These intermediary

wallets function solely as pass-through mechanisms to facilitate settlement.

For a short period during the year ended December 31, 2025, the Company used an intermediary wallet to hold its digital

assets while transitioning the treasury asset account from a trading account to a custody account.

As of December 31, 2025, the custody

account, which is under full control of the Company, has been created and all of the digital assets which were held within the intermediary

accounts have been transferred from the intermediary account to the Company custody account.

to the Company’s custodial accounts is controlled by the Company through a multi-signature authorization framework requiring approval

from multiple members of management.

The Company retains beneficial ownership of all digital assets throughout the transaction lifecycle.

following table provides a roll-forward of digital assets measured at fair value on a recurring basis for the twelve months ended December

of Roll-forward of Digital Assets

Balance as of December 31, 2024

Initial receipt of BONK tokens

based on SPA (Tranche 1)

Purchase of BONK tokens

Receipt of BONK tokens based on SPA (Tranche

Asset revenue (10% and 51% Revenue Sharing Arrangement)

Change in fair value

of Digital Assets

( 35,372,217 )

Balance as of December 31, 2025

the twelve months ended December 31, 2025, the Company recognized an unrealized loss from remeasurement of digital assets of $ 35,372,217 .

5 - Prepaid Expenses and Deposits

expenses and deposits were as follows for the periods presented:

Expenses and Deposits

Deposits on raw materials

Prepaid insurance

Security deposits

Other prepaids

Total prepaid expenses

6 – Inventory

At December 31, 2025, the Company

had inventory of $ 949,275 , consisting of

$ 118,934 of raw materials and packaging supplies and $ 830,341 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.

7 – Investments

August 14, 2023, the Company sold its former wholly-owned subsidiary Tron Inc.

(“Tron”), formerly known as SRM Entertainment,

(“SRM”) and SRM consummated its Initial Public Offering (“IPO”).

As of December 31, 2025, the Company held 47,142 of Tron’s common stock, which are considered marketable securities

and had a fair value of $ 0.1 million.

the twelve months ended December 31, 2025, the Company sold 236,200 shares of Tron on the open market resulting in a gain on sale of

marketable securities of $ 180,556 .

the twelve months ended December 31, 2025, the Company entered into three separate stock purchase agreements, (the “Stock Purchase

Agreements”), between the Company and an institutional investor.

Pursuant to the Stock Purchase Agreements, the Company sold 2,200,000

shares of Tron common stock for an aggregate amount of $ 12,105,000 .

Related to these transactions, the Company realized a gain on sale

of stock of $ 12,594,998 .

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

common stock for an aggregate amount of $ 500,000 , resulting in a gain on sale of marketable securities of $ 499,500 .

the twelve months ended December 31, 2025, the Company transferred 500,000 shares of Caring Brands Inc.

common stock to GBB Inc.

payment towards asset purchase agreement.

the twelve months ended December 31, 2025, the Company transferred, the Company transferred 500,000 shares of Caring Brands Inc.

Services for services rendered.

of December 31, 2025, the Company has a balance of 1,600,000 shares of Caring Brands Inc common stock remaining.

of SRM Entertainment, Inc.

December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment,

(“SRM”) to govern the separation of SRM from 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 the Company.

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

Pursuant 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.

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 owned 4.5 million of the 9,450,000

shares of common stock outstanding and SRM.

At December 31, 2024, the Company held 2,613,342 shares of SRM representing approximately

16 % of the issued and outstanding common shares of SRM.

At December 31,

2022, the Company had an outstanding unsecured, non-interest bearing loan receivable balance of $ 1,482,673 from SRM Entertainment, Ltd,

its wholly owned subsidiary.

On September 1, 2022, the loan was converted to a six percent ( 6 %) interest-bearing promissory note (the

“Note”) due on the earlier of:

(i) September 30, 2023 or (ii) the date on which the Company consummates an initial public

offering of its securities.

During the nine months ended September 30, 2023, the Company accrued $ 55,847 interest expense on the Note.

The total balance of $ 1,538,520 ($ 1,482,673 note and $ 55,847 interest) due Jupiter was paid from proceeds SRM’s Initial Public

Offering (“IPO”) on August 14, 2023.

On September 23, 2024, in anticipation of the acquisition of Yerbae Brands

(“Yerbae”) described in detail in the “ITEM 1.

BUSINESS, Recent Developments” section of this document

(the “Acquisition”), the Company entered into a loan agreement with Yerbae whereby it agreed to provide a loan in the

aggregate principal amount of up to $ 500,000 .

In further preparation for the Acquisition, on December 10, 2024, the Company entered

into a Letter of Intent (“LOI”) whereby it agreed to fund up to $ 3,000,000 in Yerbae payables upon payment due date to Yerbae’s

vendors and suppliers.

The Company has paid $ 225,000 towards the $ 3,000,000 committed pursuant to the LOI.

Intangible Assets

SRM Entertainment

August 14, 2023 the Company spun-off 52 %

of SRM Ltd, formerly a wholly-owned subsidiary, into a public company in exchange for shares of SRM Inc.

common stock.

value of the 4,609,166

shares of common stock SRM Inc.

received (net of dividend shares to the Company’s shareholders) was $ 1,521,025 .

As a result, the Company will no longer consolidate SRM Ltd in its financial statements and the intangible assets have been

de-consolidated.

The deconsolidation produced a loss to the Company of $ 409,549 .

At December 31, 2023, the Company owned 48 %

(see Note 6 above) and used the equity method of accounting for its ownership in SRM Inc.

The Company recorded $ 864,418

as its share of SRM losses from the date of separation to December 31, 2023.

During the quarter ended March 31, 2024, the Company

shares of SRM with a cost basis of % 57,452

and recognized SRM losses of $ 599,155 ,

which reduced the carrying value of SRM to $ 0.00 .

Schedule of Deconsolidation and Equity

Summary of deconsolidation loss:

Goodwill and Intangibles

Net assets of SRM Ltd at deconsolidation

Equity of SRM Ltd

Effect of deconsolidation

Fair value of Consideration

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 owned 4.5 million of

the 9,450,000 shares of common stock outstanding of SRM.

At December 31, 2025 and 2024, the Company held 47,142 and 2,613,342 shares,

respectively, of SRM (less than 20 %) which are considered marketable securities.

8 – Intangible Assets and Goodwill

Company’s intangible assets consist of the following:

of Intangible Assets

December 31, 2025

December 31, 2024

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Yerbaé tradename and trade secrets

Yerbaé non-competes

Safety Shot capitalized patent costs

$ ( 119,153 )

Loss on deconsolidation

$ ( 564,843 )

Summary of Changes to Equity Method Investment

expense for the twelve months ended December 31, 2025 and 2024 was $ 571,356 and $ 407,400 , respectively.

following table summarizes the useful lives of the Company’s intangible assets:

of Useful Lives of Intangible Assets

Yerbaé tradename and trade secrets

Yerbaé non-competes

Safety Shot capitalized patent costs

amortization of intangible assets as of December 31, 2025 is as follows:

Amortization of Intangible Assets

the twelve months ended December 31, 2025, the Company identified a triggering event requiring analysis of the Company’s

The Company determined the patents were impaired and recognized impairment expense of $ 4,950,950

during the twelve months ended December 31, 2025.

On August 8, 2025, the Company

entered into a revenue sharing agreement with a related party pursuant to which it obtained the right to receive 10 % of the gross revenue

generated by LetsBonk.fun in perpetuity in exchange for the issuance of Series C Preferred Stock.

The counterparty to the arrangement

is a related party through common ownership and governance.

On December 3, 2025, the Company

announced that its revenue participation interest in LetsBonk.fun had increased from 10 % to 51 %.

The Company accounts for the arrangement

based on the contractual participation rights in effect during the reporting period.

On December 10, 2025 the increase in revenue participation was consummated.

In relation to this increase, the Company

transferred no consideration to the related party.

The Company has recorded this arrangement as an intangible asset, which

is amortized over its estimated useful life.

Related party revenue sharing totaled $ 2,060,968 as of December 31, 2025.

of December 31, 2025 and 2024, goodwill totaled $ 14,147,778 and $ 0 , respectively.

9 – Acquisitions

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 , which was the stock price of the Company as of the acquisition date.

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 and measurement period adjustments:

of Assets Acquired and Liabilities

Period Adjustments

Fair value of consideration

Equity in SRM losses

Balance, December 31, 2023

Sale of shares of SRM common stock

Equity in SRM losses

paid (through issuance of common stock)

Net liabilities acquired

( 9,484,014 )

( 9,575,712 )

Intangibles acquired

( 1,461,900 )

Total consideration

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 final.

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 twelve months ended

December 31, 2025.

Safety Shot 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

detox drink Safety Shot, an over-the- counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol

at a rate faster than would occur normally.

The purchase price was 5,000,000 shares of the Company’s restricted common stock, valued

at $ 2,468,500 , plus $ 200,000 in cash and additional amounts based upon achieving certain benchmarks.

At the time of purchase GBB had

no employees, no revenues and no operations and reported its only asset was intellectual property.

Using guidance provided under the

FASB Accounting Standards Update No.

2017-01, Clarifying the Definition of a business, the transaction was accounted for as a

single asset purchase and the entire purchase price of $ 2,668,500 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

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 December 31,2024, GBB is entitled to an additional payment of $ 175,000 under Milestone (i).

The patents will

be amortized over twelve years (the remaining 12 -year life of the patents).

During the years ended December 31, 2024 and 2023, the Company

recognized $ 407,400 and $ 157,443 of amortization expense.

Summary of transaction and carrying value :

Purchase price:

Allocation of Purchase price:

Fair value of stock issued

Accumulated Amortization

Note 9 - Accrued Expense and

Other Accrued Liabilities

At December 31,

2024 and December 31, 2023, the Company had accrued expenses on the convertible notes below of $ 1,433,245 and

$ 269,152 , respectively.

At December 31, 2024 and December 31, 2023, the Company had accrued liabilities totalling $ 234,360 and $ 60,450 ,

respectively.

Pro Forma Financial Information

Unaudited Pro Forma Condensed Combined Statements of Operations for the twelve months ended December 31, 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.

of Condensed Combined Statements of Operations

Twelve Months Ended December 31, 2025

Yerbaé Brands Corp.

Transaction Accounting Adjustments

Pro Forma Combined

Net loss from continuing operations

$ ( 65,976,552 )

$ ( 7,325,787 )AA

$ ( 78,388,913 )

Twelve Months Ended December 31, 2024

Yerbaé Brands Corp.

Transaction Accounting Adjustments

Pro Forma Combined

Net loss from continuing operations

$ ( 49,409,632 )

$ ( 10,618,687 )AA

$ ( 60,228,692 )

to Unaudited Pro Forma Combined Statements of Operations

pro forma adjustment is as follows:

(AA) Represents amortization

of intangible assets recognized as part of the purchase price allocation.

10 – Accrued Expenses

December 31, 2025 and 2024, the Company had accrued expenses totaling $ 3,152,544 and $ 1,667,605 , which consisted of accrued interest,

credit card payables, advances, and payroll accruals.

11 - Convertible Notes Payable

2022, the Company entered into a $ 1,500,000

Loan Agreement and a $ 500,000

Loan Agreement (collectively the “Agreements”).

Pursuant to the Agreements, the Company issued two Convertible

Promissory Notes in the principal amounts of $ 1,500,000

and $ 500,000

(the “Notes”).

In connection with the Notes the Company issued Common Stock Purchase Warrants for 1,100,000

shares and 360,000

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”).

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.

During the twelve months ended December 31, 2025, the

holders of the note converted principal of $ 5,200,000

and interest of $ 208,525

shares of Preferred B stock.

Prior to the conversion, $ 50,000

of the principal was paid by the Company.

The balance of these convertible notes was $ 0

as of December 31, 2025.

During the twelve months ended December 31, 2025, the holders of the note converted principal of $5,200,000 and interest

of $208,525 to 7,212 shares of Preferred B stock.

Prior to the conversion, $50,000 of the principal was paid by the Company.

of these convertible notes was $0 as of December 31, 2025.

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.

expense related to the above Notes for the twelve months ended December 31, 2025 was $ 132,512 and $ 339,737 .

April 20, 2022, the Company entered into a $ 1,500,000 Loan Agreement and a $ 500,000 Loan Agreement (collectively the “Agreements”).

Pursuant to the Agreements, the Company issued two Convertible Promissory Notes in the principal amounts of $ 1,500,000 and $ 500,000 (the

In connection with the Notes the Company issued Common Stock Purchase Warrants for 1,100,000 shares and 360,000

shares of the Company’s common stock (the “Warrants”).

1 unchanged sentence

but has been extended to January 31, 2024 .

In connection with the Notes, the Company issued a total of 250,000

shares as Origination Shares valued at fair market value of $ 277,500 .

There is no beneficial conversion feature since the conversion price is greater then the fair value of the shares.

The Accrued interest and note converted to stock was paid in full on September

The Notes have

an original issuance discount of five percent ( 5 %), $ 10,000 in legal fees, an interest rate of eight percent ( 8 %), and a conversion price

of $ 2.79 per share, subject to an adjustment downward if the Company is in default of the terms of the Notes.

The Warrants have a five

( 5 ) year term, an exercise price of $ 2.79 per share, have a cashless conversion feature until such time as the shares underlying the

Warrants are included in an effective registration and certain anti-dilution protection.

The fair value

of origination shares and warrants issued in connection with the 2022 Note totals $ 984,477 .

Interest expense

for the year ended December 31, 2024 on the Notes totals $ 175,927 .

Total interest expense for the year ended December 31, 2023, totaled $ 171,433 .

During the year

ended December 31, 2023, the Notes were amended to change the conversion price of the Notes and exercise price of all outstanding warrants

was reduced to $ 0.93 pursuant to down round protection provisions in the loan and warrant agreements and to extend the Notes to January

The change on the Notes conversion rate was a change from $ 2.79 and the change to the outstanding warrants exercise price was

on 500,000 warrants with $ 6.00 price, 1,460,000 at $ 2.79 and 800,000 at $ 1.00 .

The amendment is considered a material modification of

the Notes and the Company has used extinguishment accounting to account for the change.

The fair value of the additional shares underlying

the Note conversion and warrant exercise using the reduced conversion and exercise price was measured using the Black-Scholes valuation

The fair value of the conversion feature totals $ 923,603 and the fair value of the warrants totals $ 196,730 .

The total loss on

extinguishment of $ 1,120,333 has been included in other gains and losses.

In December 2023, the $ 500,000 Note was converted into 537,634

In connection with the Notes, the Company issued a total of 250,000 shares as Origination

Shares valued at fair market value of $ 277,500 .

There is no beneficial conversion feature since the conversion price is greater then

the fair value of the shares.

The note and related accrued interest were paid in full by the issuance of common stock September, 2024.

Notes have an original issuance discount of five percent ( 5 %), $ 10,000 in legal fees, an interest rate of eight percent ( 8 %), and a conversion

price of $ 2.79 per share, subject to an adjustment downward if the Company is in default of the terms of the Notes.

The Warrants have

a five ( 5 ) year term, an exercise price of $ 2.79 per share, have a cashless conversion feature until such time as the shares underlying

the Warrants are included in an effective registration and certain anti-dilution protection.

fair value of origination shares and warrants issued in connection with the 2022 Note totals $ 984,477 .

expense for the year ended December 31, 2025 and 2024 on the Notes totaled $ 0 and $ 175,927 , respectively.

the year ended December 31, 2023, the Notes were amended to change the conversion price of the Notes and exercise price of all outstanding

warrants was reduced to $ 0.93

pursuant to down round protection provisions in the loan and

warrant agreements and to extend the Notes to January 31, 2024.

The price on the Notes conversion rate was changed from $ 2.79

All of the outstanding warrants consisting of:

500,000 warrants with a $ 6.00

exercise price, 1,460,000

warrants with a $ 2.79

exercise price, and 800,000

warrants with a $ 1.00 exercise price were all reduced to $ .93 .

The amendment is considered a material modification of the Notes and

the Company has used extinguishment accounting to account for the change.

The fair value of the additional shares underlying the Note

conversion and warrant exercise using the reduced conversion and exercise price was measured using the Black-Scholes valuation model.

The fair value of the conversion feature totals $ 923,603

and the fair value of the warrants totals $ 196,730 .

The total loss on extinguishment of $ 1,120,333

has been included in other gains and losses.

In December 2023, the $ 500,000

Note was converted into 537,634

shares of the Company’s common stock as payment of the principal in full.

In September 30, 2024, the remaining balance of $ 1,500,000 was converted to stock and paid in full.

20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i)

a secured convertible note in the principal amount of $ 1.75 million maturing on December 31, 2026 (the “Secured Convertible

Bigger Note”);

and (ii) a convertible note in the principal amount of $ 3.5 million maturing June 30, 2025 (the

“Convertible Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”).

Bigger Settlement Agreement is filed herein as Exhibit 10.32.

The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and

the Convertible Bigger Note is filed herein as Exhibit 4.6.

The notes entered were due to a legal settlement and no cash was

In September 30, 2024, the remaining balance of $ 1,500,000

was converted to stock and paid in full.

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 $ 1.75 million maturing on December 31, 2026 (the “Secured Convertible Bigger Note”);

and (ii) a convertible

note in the principal amount of $ 3.5 million maturing June 30, 2025 (the “Convertible Bigger Note,” and, together with the

Secured Convertible Bigger Note, the “Bigger Notes”).

The Bigger Settlement Agreement is filed herein as Exhibit 10.32.

Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6.

entered were due to a legal settlement and no cash was received.

This amount was recorded as a loss on settlement.

The following

table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the years ended

December 31, 2024 and 2023:

following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the years

ended December 31, 2025 and 2024:

Schedule of Convertible Promissory Notes

Balance, December 31, 2023

Note converted to stock – paid in

( 1,500,000 )

Convertible Note issued

in settlement to Bigger Capital

Principal Balance, December

Note converted to stock – paid in full

Note converted to Preferred

( 5,250,000 )

Convertible Note issued in settlement to Bigger Capital

Principal Balance, December

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”),

12 – Covid-19 SBA Loans

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”).

4 unchanged sentences

13 - Capital Structure

Stock - The Company is authorized to issue a total of 100,000 shares of preferred

stock with par value of $ 0.001 .

No shares of preferred stock are issued and outstanding.

- The Company is authorized to issue a total of 250,000,000 shares of common stock

with par value of $ 0.001 .

As of December 31, 2024 and 2023, there were 62,640,314 and 45,634,154 shares of common stock issued and outstanding,

respectively.

Year ended December 31, 2023

Shares issued in Public

Concurrently to

the PIPE Agreement and Offering of Stock Warrants (see Note 13 below), the Company entered into a Securities Purchase Agreement (the

“RD Agreement”) with certain purchasers, pursuant to which on January 23, 2023, 4,315,787 shares of common stock, par value

$ 0.001 (the “Common Stock”), at a price of $ 0.70 per share were issued to the purchasers (the “RD Offering”).

The Common Stock was issued pursuant to a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission

(the “Commission”) on September 28, 2022 (File No.

333- 267644) and declared effective on November 9, 2022.

The aggregate

gross proceeds to the Company from both the PIPE Offering and the RD Offering were approximately $ 4.1 million, with the purchase price

of one share, one 3-year warrant and one 5-year warrant as $ 0.95 .

The net proceeds were

$ 3,450,675 .

Shares issued for services

During the year

ended December 31, 2023, the Company entered into Consulting Agreements under the terms of which the Company issued 1,675,000 shares

of its common stock.

The shares were issued at their respective fair value based on the Company’s Nasdaq closing price of the shares

on the date of the issuance of the shares.

The Company recognized $ 677,925 as stock-based compensation in the year ended December 31,

Shares issued for stock

During the year

ended December 31, 2023, the Company issued 300,000 shares which were included in Common Stock Payable at December 31, 2022 with a fair

value of $ 192,000 .

In connection with two Consulting Agreements, the Company had not issued 450,000 shares with a fair value of 440,230

which are included in common stock payable.

Shares issued for purchase

In July 2023,

the Company entered into an Asset Purchase Agreement for the purchase of intellectual property relating to Safety Shot (see Note 9).

The purchase price included the issuance of 5,000,000 shares of the Company’s restricted common stock.

Shares issued for exercise

of warrants related to promissory notes

In August 2023,

the Company issued a total of 1,200,000 shares upon exercise of warrants related to the Promissory Notes described in Note 11.

received $ 1,118,400 for the exercise.

Shares issued for exercise

of warrants related to the Pipe transaction

Beginning in August

2023, the certain holders of warrants related to the Company’s IPO and PIPE transaction above, exercised a portion of their warrant

holdings and the Company issued a total 10,266,845 shares of its common stock upon exercise.

The Company received $ 8,887,837 for the

Shares issued for conversion

of promissory note

In December 2023, a $ 500,000 convertible

promissory note was converted into 537,634 shares of the Company’s restricted common stock.

Year ended December

31, 2024 issuances:

issued in Private Placement for Cash

the year ended December 31, 2024, the Company had three take-down under its S-3 Registration Statement under which the Company issued

a total of 8,130,837 unrestricted shares of its common stock with a fair value of $ 10,625,519 .

issued for services

the year ended December 31, 2024 the Company issued a total of 2,727,436 restricted shares of its common stock for services for a total

fair value of $ 4,077,050

issued for employee bonuses

the year ended December 31, 2024, the Company issued a total of 750,000 restricted shares of its common stock for employee bonuses for

a total fair value of $ 1,043,250 .

issued for option exercises

the year ended December 31, 2024, the company issued a total of 153,000 restricted shares of its common stock for cash payments of $ 76,000

for options exercised.

issued for warrant conversions

the year ended December 31, 2024, the Company issued a total of 2,996,127 restricted shares of its common stock for cash payments of $ 3,962,714

for warrant conversions.

issued from stock in connection with extinguishment of convertible notes

the year ended December 31, 2024, the Company issued a total of 2,248,760 restricted shares of its common stock for a fair value of $ 1,802,434

for extinguishment of convertible notes.

The following table sets forth the

issuances of the Company’s shares of common stock for the year ended December 31, 2024 and 2023 as follows:

Schedule of Stock Holders

Balance December 31, 2022

Public offering

Shares issued for stock payable

Shares issued for services

Stock issued for asset purchase

Stock issued for conversion of warrants related to Notes

Stock issued in connection with note conversion

Stock issued for conversion of warrants related to IPO

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

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.

A Preferred Stock

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.

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.

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

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 on the income statement.

The Company had 39,933

and 0 shares of Series A preferred stock outstanding as of December 31, 2025 and 2024, respectively.

B Preferred Stock

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.

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 year ended December 31, 2025, certain holders of our Preferred B Shares gave notice of conversion to convert 5,399 Preferred B shares

to common stock, resulting in the issuance of 340,273 shares of common stock.

Series B Preferred Stock was issued as part of the exchange agreement.

Refer to Note 11.

C Preferred Stock

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.”

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”).

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 5,118,493 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 December 31, 2025, the asset had a net value of $ 2,060,968 and is included in the accompanying consolidated balance sheet as an

‘other asset’.

The asset is amortized over 4.25 years.

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 .

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

Stock - On December 10, 2025, The Company had a 1 to 35 reverse split of its shares of 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 December 31, 2025 and 2024, there were 7,751,707

and 1,789,724

shares of common stock issued and outstanding, respectively.

in Authorized Shares

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

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

This event will remove the 20% limitation which results in a change of control.

Reverse Stock Split

On December 9, 2025, the Company

filed a Certificate of Amendment to effect a reverse stock split of the Company’s common stock, $ 0.001 par value per share, at a

rate of 1-for-35 (the “Reverse Stock Split”), effective as of December 11, 2025.

The 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

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 share.

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.

The 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.”

of common stock to preferred A

the twelve months ended December 31, 2025, the Company converted 187,858 shares of common stock to 39,933 shares of preferred A stock

valued at $ 3,155,354 and $ 3,034,908 , respectively.

stock issued for stock based compensation

the twelve months ended December 31, 2025, the Company issued 463,368 shares of common stock in exchange for compensation valued at $ 9,639,578 ,

based upon the closing market price of the Company’s stock on the date of related agreements.

stock issued for services

the twelve months ended December 31, 2025, the Company issued 151,435 shares of common stock in exchange for services valued at $ 2,727,753 ,

based upon the closing market price of the Company’s stock on the date of related agreements.

stock issued for cash

the twelve months ended December 31, 2025, the Company issued 1,132,979 shares of common stock valued at $ 21,408,156 , based upon the

closing market price of the Company’s stock on the date of each issuance.

stock issued for litigation settlement

the twelve months ended December 31, 2025, the Company issued 123,814 shares of common stock in connection with litigation settlement

and recognized a loss of $ 6,140,411 .

stock issued for settlement of payables

the twelve months ended December 31, 2025, the Company issued 664,286 shares of common stock in exchange for the settlement of various

payables valued at $ 4,488,283 , based upon the closing market price of the Company’s stock the date of each settlement.

stock issued for private placement

the twelve months ended December 31, 2025, the Company had five take-downs under its S-3 Registration Statement under which the Company

issued a total of 258,247 unrestricted shares of its common stock with a fair value of $ 4,971,971 .

stock issued for employee bonus

the twelve months ended December 31, 2025, the Company issued 7,143 shares of common stock with a fair market value of $ 347,500 .

stock issued in connection with Yerbaé acquisition

the twelve months ended December 31, 2025, the Company issued 568,056 shares of common stock in connection with the Yerbaé acquisition

(see Note 9).

Warrant cashless exercise exchange for common

During the twelve months

ended December 31, 2025, the Company issued 951,067

shares of common stock in connection with a cashless warrant exchange.

The excess of the FV recalculated

using Black-Scholes method over the FV of the shares of common stock at the date of the agreement November11, 2025 was considered and

accounted as deemed dividend.

Common stock issued for Digital Asset Agreement

On August 25, 2025,

the Company entered into a Securities Purchase Agreement with Lucky Dog Holdings, a company founded and controlled by Mitchell Rudy,

our director, for a private investment in public equity of 1,483,459

shares of common stock at a purchase price of $ 0.4815

The aggregate purchase price was $ 25,000,000 ,

which was paid in the form of BONK tokens.

The FV of the BONK tokens received on October 1, 2025 was $ 21,535,609

based on the closing price of that day.

following table summarizes the issuances of the Company’s shares of common stock for the twelve months ended December 31, 2025

Schedule of Issuances of Company’s Shares of Common Stock

Balance, December 31, 2024

Beginning balance

Shares issued in Private Placements for cash

Shares issued for services

Shares issued for employee bonuses

Shares issued for option exercises

Shares issued for Warrant conversions

Shares issued from Stock in connection with extinguishment

of convertible notes

Common stock issued in connection with Yerbaé

Common stock issued for cash

Common stock issued in exchange for settlement

Common stock issued for private placement

Common stock issued for settlement

Common stock issued for bonuses

Common stock issued for services

stock issued for Digital Asset Agreement

Preferred stock A Conversion of Common stock to Preferred stock

Warrant purchase agreement

Warrant cashless exchange for common stock

Stock compensation expense

Preferred stock converted to common

Balance, December 31, 2025

Ending balance

Common Stock Payable

During the year

ended December 31, 2023, the Company issued 300,000 shares for valued at $ 192,000 from stock payable and entered into two agreements

for inducement for $ 326,730 and three agreements for services totaling $ 113,500 .

The balance at December 31, 2023 was $ 725,230 .

During the year ended December 31, 2024, the Company issued $ 358,543 in stock out of the 2023 balance

and the Company entered into agreements to issue stock with a fair value of $ 756,250 for 625,000 shares of stock and a settlement agreement

for the cash value of $ 875,000 for 1,594,097 shares of stock.

The balance at year end December 31, 2024 is $ 1,997,936 .

Note 13 - Warrants and Options

Stock Payable

following table summarizes the activity of the Company’s common stock payable for the twelve months ended December 31, 2025:

Schedule of Common Stock Payable

Balance, December 31, 2024

Common stock issued for cash

( 1,040,998 )

Common stock issued for private placement

Common stock issued for settlement

Common stock due for bonuses

Common stock issued for services

Stock compensation expense

Balance, December 31, 2025

14 - Warrants and Options

the year ended December 31, 2024, the Company reached a settlement with Bigger Capital Fund LP, (“Bigger”) for a resolution

7 unchanged sentences

Schedule of Fair Value Using Black Scholes Method

PIPE Warrants:

On January 19, 2023, in a private placement, the Company entered into a Securities Purchase Agreement (the “PIPE Agreement”)

with certain purchasers, for the issuance of 9,260,361 common stock warrants (the “PIPE Offering”) at a price of $ 0.125 per

warrant, comprised of two common stock warrants (the “Common Warrants,”), each to purchase up to one share of Common Stock

per Common Warrant with an exercise price of $ 1.00 per share, with (a) 4,315,787 Common Warrants being immediately exercisable for three

years following 6 months from the closing of the PIPE Offering, and (b) 4,315,787 Common Warrants being immediately exercisable for five

years following 6 months from the closing of the PIPE Offering.

On February 15, 2023, the Company filed an S-1 Registration Statement

333-269794) covering the underlying shares of the Warrants.

Schedule of Fair Value Using Black Scholes Method

Price on Grant

Reporting Date

During the year

ended December 31, 2023, the Company entered into four Investor Relations Consulting Agreements under the terms of which the Company

issued a total of 1,000,000 five-year warrants, with an exercise price between $ 1.00 and $ 1.40 .

The Company recorded an expense of $ 364,960

in connection with this issuance.

Schedule of Fair Value Using Black Scholes Method

08/10 - 08/21/23

$ 0.87 - 1.18

0.0421 - 0465

$ 1.00 - 6.00

The following

tables summarize all warrants outstanding as of December 31, 2024 and 2023, and the related changes during the period.

price is the weighted average for the respective warrants at end of period.

Summary of Warrant Outstanding

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

The warrants have a 5 five-year term and an exercise

price of $ 0.89

following tables summarize all warrants outstanding as of December 31, 2025 and 2024, and the related changes during the period.

Exercise price is the weighted average for the respective warrants at end of period.

Both the amount of warrants and their weighted

average exercise price reflect the 35 for 1 split that was effected during December of 2025.

of Warrant Outstanding

Number of Warrants

Average Exercise Price

Balance at December 31, 2022

Warrants issued in Public Offering

Warrants issued for services

Warrants exercised in connection with Convertible notes

( 1,200,000 )

Warrants exercised in connection with PIPE

( 10,266,845 )

Weighted Average Exercise Price

Balance at December 31, 2024

Warrants cancelled in the Bigger Settlement

( 1,656,050 )

Warrants issued in the Bigger Settlement

Warrants issued in a private placement

Warrant conversions

Yerbaé replacement warrants

Warrant purchase agreement with Core4

Warrants issued in connections with Series A preferred stock

Warrants issued in connections with Series B preferred stock

Warrants issued in private placement

Warrants exercised

( 1,471,996 )

Balance at December 31, 2024

Warrants Exercisable at December 31, 2024

Stock Options

year ended December 31, 2024, the Company granted a total of 5,555,000 five -year

options to employees of the Company of which 1,435,000 have vesting schedule from one to three years with an exercise price between

Outstanding at December 31, 2025

Exercisable at December 31, 2025

The following tables summarize all stock options outstanding

as of December 31, 2025 and 2024, and the related changes during the period.

Exercise price is the weighted average for the respective

stock options at end of period.

Both the amount of stock options and their weighted average exercise price reflect the 35 for 1 split that was effected

during December of 2025.

of Option Outstanding

Number of Shares

Weighted Average Exercise Price

Outstanding at January 1, 2025

Forfeited or expired

Outstanding at December 31, 2025

the year ended December 31, 2025, the Company granted a total of 111,309

options to employees of the Company of which 16,142

have vesting schedule from one to three years with an exercise

price between $ 12.95 ,

which vested immediately upon grant with exercise prices between $ 11.55

and $ 17.15 ,

options which vest over varying schedules through 2026 at an exercise prices of $ 15.75 .

Additionally, the Company granted 52,346

options with exercise prices ranging from $ 12.59

which vested immediately.

During the year ended December 31, 2024, the Company granted a total of 158,714

options to employees of the Company of which 41,000

have vesting schedule from one to three years with an exercise price between $ 37.10

which vested immediately upon grant with an exercise price of $ 62.65 .

During the same period, the Company also granted a total of 5,120,000 five -year options to consultants to the Company, which have

vesting schedule from six months to one year with an exercise price between $ 1.00 and $ 2.32 .

During the same period, the Company also granted a total of 146,286

5 five-year options to consultants to the Company, which

have vesting schedule from six months to one year with an exercise price between $ 35.00

and $ 81.20 .

The total fair value of the options is $ 17,372,444 .

$ 17,372,444 .

The fair value of the options is being amortized over the vesting period.

1 unchanged sentence

expense related to the options for the year ended December

The fair value

of these options were measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions for

Black-Scholes valuation model on the respective reporting date.

For options granted to employes, we use a plain vanilla Black-Scholes calculation to calculate fair value with standard market inputs.

Schedule of Fair Value Using Black Scholes Method

on Volatility

$ 1.06 – 1.96

119 % - 121 %

1/17 – 9/10/24

$ 1.00 – 2.37

155 % - 162 %

During the year

ended December 31, 2023, the Company entered into five employment and director agreements under the terms of which the Company issued

400,000 five-year options, with quarterly vesting, with an exercise price between $ 0.49 and $ 1.13 and 50,000 three-year options, immediately

vesting with an exercise price of $ 0.46 .

The total fair value of the options $ 202,638 .

The fair value of the options is being amortized

over the vesting period.

The Company recognized $ 39,444 expense for the year ended December 31, 2023.

The fair value

of these options was measured using the Black-Scholes valuation model at the grant date.

fair value of these options was measured using the Black-Scholes valuation model at the grant date.

The table below sets forth the assumptions

for Black-Scholes valuation model on the respective reporting date.

on Volatility

7/10 - 8/18/23

For options granted to employes, we use a plain vanilla Black-Scholes

calculation to calculate fair value with standard market inputs.

Schedule of Fair Value Using Black Scholes Method

Expected volatility

Expected dividends

Expected term (in years)

Risk-free rate

3.59 %- 4.89 %

At December 31, 2024 the Company had

18,521,166 options outstanding.

of Option Outstanding

Balance at December 31, 2022

Options exercised

Options Granted

Balance at December 31, 2023

Options exercised

Options Granted

Balance at December 31, 2024

December 31, 2025 the Company had 531,199 options outstanding.

15 - Commitments and Contingencies

The Company entered

into a new office lease Effective July 1, 2021.

The primary term of the lease is five years with one renewal option for an additional

Minimum annual lease payments for the primary term and one renewal are as follows:

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

Amount During

Renewal Period

7 unchanged sentences

July 1 to June 30, 2026

Under the new

standard for lease reporting, 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

The unamortized balances at December 31, 2023 were ROU asset of $ 479,027 ,

current portion of the lease liability of $ 214,752 and

non-current portion of lease liability of $ 304,907 .

The unamortized balances at December 31, 2024 were ROU asset of $ 299,722 ,

current portion of the lease liability of $ 212,964 and non-current portion of lease liability of $ 114,148 .

Additionally,

the Company recognized accreted interest expense of $ 34,655 and $ 49,010 and rent expense of $ 267,735 and $ 213,960 for the lease during

the year ended December 31, 2024 and 2023, respectively.

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.

November 30, 2023, Intracoastal Capital, LLC (“Intracoastal”) filed a lawsuit against the Company in the New York County

Supreme Court, alleging that (i) the Company is in breach of a common stock warrant issued to Intracoastal on or about July 26, 2021,

and (ii) that the Company should be ordered by the court to deliver to Intracoastal 330,619 free trading shares of Company common stock

(the “Intracoastal Litigation”).

The Intracoastal Litigation seeks compensatory damages in an amount no less than $ 2 million,

in addition to liquidated damages and attorney’s fees.

On January 14, 2025, the Company settled all issues and claims relating

to the Intracoastal Litigation pursuant to the terms of the Intracoastal Settlement Agreement.

Under the Intracoastal Settlement Agreement,

the Company agreed to issue to Intracoastal Capital the following:

(i) the Intracoastal Settlement Shares and (ii) a settlement payment

of $ 175,000 .

The number of Intracoastal Settlement Shares shall be the greater of the Initial Share Amount or the Adjusted Share Amount.

The Intracoastal Settlement Agreement is filed herein as Exhibit 10.33.

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.

unamortized balances as of December 31, 2025 were ROU asset of $ 18,570 and a current portion of the lease liability of $ 23,544 .

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 .

August 12, 2025, the Company terminated its corporate office for a lease termination fee of $ 126,878 resulting in a loss of $ 107,162 .

Company recognized rent expense of $ 200,255 and $ 267,735 for the lease during the twelve months ended December 31, 2025 and 2024, respectively.

Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course

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.

September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd.

10 unchanged sentences

requires the Company to compensate Sabby for the costs of covering its short position against the Company.

In response, the Court allowed

the parties to bypass that dismissal motion briefing so long as Sabby filed an amended complaint by December 15, 2023.

seeks compensatory damages estimated to exceed $ 500,000 .

The Company has filed a motion to dismiss Sabby’s amended complaint and

is awaiting the Court’s ruling.

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.

The case 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.

The Company is awaiting the decision from the Court of Appeals for the Second Circuit.

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.

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.

February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd.

6 unchanged sentences

On March 8, 2024, Sabby filed an amended complaint.

The Company has answered the amended complaint

is due on March 29, 2024.

The Company answered the amended complaint.

Sabby seeks “liquidated and compensatory damages in an amount to be proven at trial,” including

1 unchanged sentence

specific performance, attorneys’ fees, expenses and costs.

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.

January 16, 2024, 3i LP (“3i”), filed a lawsuit against the Company in the Supreme Court of the State of New York in the

County of New York, case captioned, 3i LP v.

Safety Shot, Inc.

650196/24 (the “Litigation”).

The case stems from the

Company’s alleged denial of 3i’s attempt to exercise certain warrants and states causes of action for actual damages and

liquidated damages in an amount of approximately $ 380,000 .

The Company filed its answer to the complaint on or about March 7, 2024.

Company intends to defend itself vigorously against Sabby’s claims and does not believe that the Litigation’s ultimate disposition

will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

January 10, 2024, Bigger Capital Fund, L.P.

(“Bigger Capital”), filed a lawsuit against the Company in the Supreme Court

for the State of New York, Case No.

650148/2024 (the “Bigger Litigation”).

The Litigation stemmed from the Company’s

warrant to purchase 1,656,050 shares of Company common stock issued to Bigger Capital on July 20, 2021, and asserts causes of action

for Breach of Contract, Specific Performance and Declaratory Relief.

Pursuant to the Bigger Litigation, Biggar capital sought compensatory

damages of $ 3 million, liquidated damages in an estimated amount of $ 4 million, specific performance, attorney’s fees and declaratory

January 20, 2025, the Company entered into the Bigger Settlement Agreement.

In exchange 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.

Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following:

(i) pay Bigger Capital

(ii) issue a secured convertible note in the principal amount of $ 1.75 million maturing on December 31, 2026 (the “Secured

Convertible Bigger Note”);

(iii) a convertible note in the principal amount of $ 3.5 million maturing June 30, 2025 (the “Convertible

Bigger Note,” and, together with the Secured Convertible Bigger Note, the “Bigger Notes”);

and (iv) 5,332,889 shares

of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an

exercise price of $ 0.4348 per share (the “Bigger Warrants”).

A significant shareholder of the Company and Bigger Capital

entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement.

The Bigger Settlement Agreement

is filed herein as Exhibit 10.32.

The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note

is filed herein as Exhibit 4.6.

On 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 warrant 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 (in the alternative) and violation of Section 11 of the Securities

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

On or about January

29, 2025, the Company settled the Litigation by agreeing to pay $ 350,000 in exchange for a release of all claims by Alta.

On December 8,

2023, the Company filed a lawsuit against Capybara Research (“Capybara”), Igor Appelboom (“Appelboom,” and together

with Capybara Research, the “Capybara Parties”) and Accretive Capital LLC d/b/a Benzinga (“Capybara Parties and Accretive,

together, the “Capybara Defendants”) in the United States District Court for the Southern District of New York.

The Company’s

complaint alleges that (i) the Capybara Parties are liable for securities fraud to the Company for making false representations that

were made to manipulate the price of the Company’s common stock to the benefit of the Capybara Parties, and (ii) the Capybara Defendants

are liable for tortious interference with prospective business relations to the Company by misleading the investing public to—absent

a legitimate basis and, instead, for the benefit of the Capybara Defendants—take short positions against Company common stock to

wrongfully depress the price of the same.

On March 18, 2024, the United District Court for the Southern District of New York, awarded

the Company a Default Judgment in its lawsuit against Capybara Research and Igor Appelboom for Securities Fraud and Tortious Interference

for the defendants’ defamatory, unfounded and malicious article titled, Safety Shot Exposed $SHOT, Boca Raton Snake Oil:

the Fraud behind the Drink and Its Dubious Origins.

In a separate settlement agreement, Defendant Accreative Capital LLC d/b/a Benzinga,

agreed to retract and remove the defamatory story from its website and cease from any future publication.

On March 18, 2024,

the United District Court for the Southern District of New York, awarded the Company a Default Judgment in its lawsuit against Capybara

Research and Igor Appelboom for Securities Fraud and Tortious Interference for the defendants’ defamatory, unfounded and malicious

article titled, Safety Shot Exposed $SHOT, Boca Raton Snake Oil:

Unraveling the Fraud behind the Drink and Its Dubious Origins.

separate settlement agreement, Defendant Accreative Capital LLC d/b/a Benzinga, agreed to retract and remove the defamatory story from

its website and cease from any future publication.

On January 19,

2024, Coachella Music Festival, LLC filed a lawsuit against the Company in the federal district court for the Central District of California,

2:24-cv-537 (the “Litigation”).

The Litigation asserts causes of action for Trademark Infringement under 15 U.S.C.

Section 1114;

False Designation of Origin under 15 U.S.C.

Section 1125;

False Advertising under 15 U.S.C.

Section 1125;

violations of

Code Sections 17200 & 17500;

Inducement of Trespass;

and Trespass to Chattels.

The Litigation seeks

injunctive relief, profits resulting from the Company’s alleged infringement, the value of a Coachella beverage sponsorship, costs

of corrective advertising, attorney’s fees and punitive damages.

On or about February 26, 2024, the parties reached a settlement

in this matter.

As part of the settlement, the Company agreed to terminate all activities in connection with the Festival, and stipulated

to the entry of a permanent injunction and final judgment and a monetary payment that does not have a material adverse effect on the

Company’s financial position, results of operations or liquidity.

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.

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.

Company has made an offer of $ 1.5 million to settle this matter.

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,

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.

September 3, 2025, the Company has reached a settlement with Brian John, the former CEO of Jupiter Wellness, whereby Mr.

alleged claim for certain shares of SRM (TRON) stock (the “Settlement”).

As part of the settlement, the Company agreed to

John 100,000 shares of its TRON stock.

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.

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.

Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course

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.

16 - Subsequent Events

Subsequent to

December 31, 2024, the Company issued a total of 3,586,119 shares of its common stock, consisting of 500,000 shares for services and

the balance upon conversion of warrants.

Subsequent to

December 31, 2024, The Company had developments in certain legal and litigation matters which are included and detailed in Legal

Proceedings above.

In accordance

with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2024 to the date these financial statements

were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements

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.

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 9A. Controls and Procedures