BONK, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officers have concluded that the Company’s disclosure controls and procedures are not effective in reaching that level of assurance. At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures were ineffective to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company, based on the assessment and control of disclosure decisions currently performed by a small team. The Company plans to expand its management team and build a fulsome internal control framework required by a more complex entity. Management’s Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. As of December 31, 2025, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on the criteria established by COSO, management concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2025. This Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting as smaller reporting companies are not required to include such report and EGC’s are exempt from this requirement entirely until they are no longer an EGC. Management’s report is not subject to attestation by the Company’s independent registered public accounting firm. 54 Table of Contents Limitations on the Effectiveness of Controls Management has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected. Changes in Internal Controls There were no changes in the Company’s internal controls over financial reporting that occurred during the fiscal year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation. ITEM 9B. OTHER INFORMATION None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS. 55 Table of Contents PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our directors and executive officers and their respective ages as of the date of this Form 10-K are as follows: Name Age Position(s) Jarrett Boon 56 Chief Executive Officer & Director Markita Russell 52 Chief Financial Officer Mitchell Rudy 30 Director Connor Klein 25 Independent Director Stacey Duffy 33 Independent Director James McAvity 41 Independent Director Christopher Marc Melton 54 Independent Director The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting companies: Jarrett Boon, Chief Executive Officer and Director, has served as the director since October 2023 and was appointed as the Chief Executive Officer of the Company in February 2024. Mr. Boon was the Co-Founder and CEO of GBB Drink Lab, which developed Safety Shot Beverages, the first patented beverage on Earth that helps people feel better faster by reducing blood alcohol content and boosting clarity. Mr. Boon has over 30 years of experience building successful businesses from creation to exit. He was one of the original thought leaders and investors in LifeLock, a leading identity protection provider, where he applied his expertise in sales, marketing, and strategic business development to grow LifeLock to $500 million in revenue. LifeLock went public in 2012 and was subsequently acquired by Symantec in 2016 for $2.3 billion. Prior to LifeLock, Mr. Boon founded SW Promotions, a marketing and advertising company. SW Promotions and its 400 employees were acquired by one of its publicly traded partners. Markita 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. Mitchell 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 since 2021. 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. Connor Klein, Independent Director , has served as one of our directors since October 2025. Mr. Klein currently serves on our Audit Committee, our Corporate Governance and Nominating Committee, and our Compensation Committee. Mr. 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. From 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. From 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. Stacey Duffy, Independent Director , has served as one of our directors since November 2025. Ms. Duffy currently serves on our Audit Committee and our Corporate Governance and Nominating Committee, while also serving as Chairman of our Compensation Committee. Ms. 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. From 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. James “Jamie” McAvity, Independent Director , has served as one of our directors since November 2025. Mr. 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. Jamie 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. From 2018 to present, Jamie has served as their Chairman and CEO. He holds an undergraduate degree from St Lawrence University. Christopher Marc Melton, Director, has served as one of our directors since August 2019. Mr. Melton currently serves as a member of our Corporate Governance and Nominating Committee, while also serving the Chairman of our Audit Committee. From 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. Mr. Melton opened Kingdon’s office in Japan, where he set up a Japanese research company. From 1997 to 2000, Mr. 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. Mr. Melton was a Senior Real Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997. Mr. Melton is Principal and co-founder of Callegro Investments, a specialist land investor and currently serves on several public and private Boards. Term of Office Our Board is elected annually by our stockholders. Each director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Family Relationships There are no family relationships among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or beneficial owners of more than ten percent of any class of the issuer’s equity securities. 56 Table of Contents Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our Common Stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the year ended December 31, 2024. Board Composition Director Independence Our 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” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries. Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Messrs. Melton, Pascucci, and Long do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In making this determination, our Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non- employee director. Board Committees Our Board has established Audit, Compensation, and Nominating and Corporative Governance Committees. Our Board may establish other committees to facilitate the management of our business. The composition and functions of the audit committee, compensation committee and nominating and corporate governance committee are described below. Members will serve on committees until their resignation or removal from the Board or until otherwise determined by our Board. Audit Committee Our audit committee consists of Messrs. Melton, McAvity, and Klein and Ms. Duffy, with Mr. Melton serving as the chairman. Our Board 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. The functions of this committee include: ● selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; ● helping to ensure the independence and performance of the independent registered public accounting firm; ● discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; 57 Table of Contents ● developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; ● reviewing our policies on risk assessment and risk management; ● reviewing related party transactions; obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and ● approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm. Compensation Committee Our compensation committee consists of Messrs. Melton, McAvity and Klein with Mr. McAvity serving as the chairman. The functions of the compensation committee will include: ● reviewing and approving, or recommending that our Board approve, the compensation of our executive officers; ● reviewing and recommending that our Board approve the compensation of our directors; ● reviewing and approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers; ● administering our stock and equity incentive plans; ● selecting independent compensation consultants and assessing conflict of interest compensation advisers; ● reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans; and ● reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy. Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Messrs. Melton and Klein and Ms. Duffy, with Ms. Duffy serving as the chairman. The functions of the nominating and governance committee will include: ● identifying and recommending candidates for membership on our Board; ● including nominees recommended by stockholders; ● reviewing and recommending the composition of our committees; ● overseeing our code of business conduct and ethics, corporate governance guidelines and reporting; and ● making recommendations to our Board concerning governance matters. The nominating and corporate governance committee also annually reviews the nominating and corporate governance committee charter and the committee’s performance. 58 Table of Contents Board Leadership Structure and Role in Risk Oversight Our Board is primarily responsible for overseeing our risk management processes. Our Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our assessment of risks. Our Board focuses on the most significant risks we face. Our general risk management strategy, also ensures that risks we undertake are consistent with our Board’s appetite for risk. While our Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our Board leadership structure supports this approach. Our amended and restated bylaws provide our Board with flexibility in its discretion to combine or separate the positions of Chairman of the Board and Chief Executive Officer. The Board currently separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. Our Chief Executive Officer, who is also a member of our Board, is responsible for setting the strategic direction of the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer, sets the agenda for the Board meetings, presides over meetings of the Board and tries to reach a consensus on Board decisions. Although these roles are currently separate, the Board believes it should be able to freely select the Chairman of the Board based on criteria that it deems to be in the best interest of the Company and its stockholders, and therefore one person may, in the future, serve as both the Chief Executive Officer and Chairman of the Board. Clawback Policy On December 1, 2023, the Board adopted the Safety Shot, inc. Clawback Policy (the “Clawback Policy”), effective December 1, 2023, providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. A copy of the Clawback Policy was previously filed with the SEC. Insider Trading Policies We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees. A copy of the Insider Trading Policy was previously filed with the SEC. Code of Ethics We have adopted a code of ethics and conduct applicable to all of our directors, officers, employees and all persons performing similar functions. 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. Corporate Governance Guidelines We 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, director responsibilities, Board agenda, roles of the chairman of the Board and Chief Executive Officer and Chief Financial Officer, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of the Corporate Governance Guidelines was previously filed with the SEC. 59 Table of Contents Involvement in Certain Legal Proceedings To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years: 1. 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; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. 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; 4. 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; 5. 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; or 6. 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. Section 16(a) Beneficial Ownership Compliance Based solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that as of the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements, except Messrs. David Long, Richard Pascucci, Danielle De Rosa and David Sandler did not file Form 3s upon their employment or appointment to the Board and the Company, as applicable. 60 Table of Contents ITEM 11. EXECUTIVE 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 $100,000 during the fiscal years ended December 31, 2025. Current Officers and Directors Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) All Other Compensation ($) Total Compensation ($) Jarrett Boon (1)(3) Chief Executive Officer 2025 $ 300,000 $ 222,500 $ 1,246,000 $ - $ 25,000 $ 1,793,500 2024 $ 150,000 - - $ 1,504,454 $ 25,000 $ 1,679,454 Markita Russell (2) Chief Financial Officer 2025 $ 185,428 $ - $ 171,500 $ 66,299 $ - $ 423,227 Christopher Marc Melton (3) Independent Director 2025 267,000 25,000 292,000 Stacey Duffy Independent Director 2025 $ - $ - $ - $ - $ - $ - James McAvity Independent Director 2025 $ - $ - $ - $ - $ - $ - Connor Klein Independent Director 2025 $ - $ - $ - $ - $ - $ - Mitchell Rudy Director 2025 $ - $ - $ - $ - $ - $ - 1. Mr. Boon has served as Chief Executive Officer since October 2025. 2. Ms. Russell has served as Chief Financial Officer since July 2025. 3. Mr. Boon and Mr. Melton were each paid $25,000 in Director fees during 2025. Former Officers and Directors Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) All Other Compensation ($) (4) Total Compensation ($) John Gulyas (1)(4) Executive Chairman & Director 2025 $ 175,000 $ 222,500 $ 1,246,000 $ $ 25,000 $ 1,668,500 2024 $ 25,000 $ 25,000 Danielle DeRosa (2) Former Chief Financial Officer 2025 $ 157,361 $ 50,000 $ 317,603 $ 142,543 $ 300,000 $ 967,507 2024 $ 145,833 - - $ 214,814 - $ 360,647 Richard Pascucci (4) Former Director 2025 $ 267,000 25,000 292,000 2024 25,000 25,000 David J. Long (4) Former Director 2025 $ 267,000 25,000 292,000 Jordan Schur (3)(4) - - - - - Former President 2025 $ 191,667 $ 222,500 $ 1,825,167 $ 11,057 $ 25,000 $ 2,275,391 2024 $ 245,000 - $ 810,833 - - $ 1,055,833 1. Mr. Gulyas was appointed as a director in January 2024 and Chairman in March 2024 and resigned from these positions on December 31, 2025. 2. Ms. DeRosa was appointed as a CFO in February 2024 and resigned from this position on July 25, 2025. 3 Mr. Schur was appointed as President in April 2024 and resigned for this position on December 31, 2025. 4. Messrs. Gulyas, Pascucci, Long, and Schur were each paid $25,000 in Director fees during 2025. 61 Table of Contents Employment Agreements with Named Officers Jarrett Boon Employment Agreement On December 16, 2024, the Company entered into an employment agreement with Jarrett Boon (the “Boon Agreement”), pursuant to which Mr. Boon will serve as the Company’s Chief Executive Officer. The Boon Agreement provides for (A) a $300,000 annual base salary paid in equal installments on the Company’s regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 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 common stock if the Company achieves a combined revenue of $1,000,000 for Q3 and Q4 of 2025, and (E) other customary employee benefits. On or about March 3, 2025, the Company amended the Boon Agreement by changing Section 5. b. 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. The Boon Agreement was previously filed with the SEC. Markita Russell Employment Agreement On June 30, 2025, the Company entered into an employment agreement with Markita Russell (the “Russell Agreement”), pursuant to which Ms. Russell will serve as the Company’s Chief Financial Officer. The 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. Russell and CEO, Jarrett Boon. Employment Agreements with Senior Management Stock Incentive Plan On 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. Summary of 2024 Equity Incentive Plan Administration. The Board of Directors has the sole authority to grant options or restricted stock. The authority to manage the operation of and administer the Plan shall be vested in the Compensation Committee. The Committee shall consist of two or more directors who are (i) “Independent Directors” (as such term is defined under the rules of the NASDAQ Stock Market) and (ii) “Non-Employee Directors” (as such term is defined in Rule 16b-3), which shall serve at the pleasure of the Board. The Board or the Committee administering the plan shall have full power and authority to designate recipients of options and restricted stock, and to determine the terms and conditions of the respective option and restricted stock agreements (which need not be identical) and to interpret the provisions and supervise the administration of the Plan. 62 Table of Contents Eligibility. The 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; provided that incentive options may only be granted to employees of the Company and any Subsidiary. Awards. A 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. The 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 purpose. Options. The purchase price of each share of common stock purchasable under an incentive option shall be determined by the Committee at the time of grant but shall not be less than 100% of the Fair Market Value of such share of common stock on the date the option is granted. The term of each option shall be fixed by the Committee, but no option shall be exercisable more than ten years after the date such option is granted and in the case of an incentive option granted to an optionee who, at the time such incentive option is granted, owns (within the meaning of Section 424(d) of the code) more than 10% of the total combined voting power of all classes of stock of the company or of any subsidiary, no such incentive option shall be exercisable more than five years after the date such incentive option is granted Change of Control. Upon 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. Outstanding Equity Awards at Fiscal Year-End The were no equity awards outstanding as of December 31, 2025. Director Compensation The following table sets forth the amounts paid to Directors during the years ended December 31, 2025 and 2024. Directors 2025 2024 Jarrett Boon $ 25,000 $ 25,000 Mitchell Rudy $ - - Connor Klein $ - - Stacey Duffy $ - - James McAvity $ - - Christopher Marc Melton $ 25,000 25,000 John Gulyas $ 25,000 $ 25,000 Jordan Schur $ 25,000 $ 25,000 Richard Pascucci $ 25,000 $ 25,000 David J. Long $ 25,000 $ 25,000 Total $ 150,000 $ 150,000 63 Table of Contents Agreements with Directors Mitchell Rudy In 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. Connor Klein On 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. Stacey Duffy On 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 Agreement”). Pursuant to the Duffy Agreement, we shall pay Ms. Duffy $30,000 per annum. Additionally, we shall issue to Ms. Duffy 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. James McAvity On 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”). Chris Marc Melton On July 29, 2019 (the “Melton Execution Date”), we entered into an independent director’s agreement with Christopher Melton, pursuant to which Mr. Melton shall serve as one of our directors and our Audit Committee Chairperson (the “Melton Agreement”). Pursuant to the Melton Agreement, we shall pay Mr. Melton $1,000 per quarter, per annum. Additionally, we shall issue to Mr. Melton an option to purchase 33,000 shares of our common stock on the Melton Execution Date and for each additional year Mr. Melton serves as a director (the “Melton Options”). The Melton Options shall have a three (3) year term and an exercise price of $0.25 per share and shall be issued on each anniversary date of his election. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or group beneficially owning more than 5% of any class of voting securities; (ii) our directors, and; (iii) each of our named executive officers; and (iv) all executive officers and directors as a group as of March 15, 2026. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. Unless otherwise indicated, the address of all listed stockholders is c/o Bonk, Inc., 18801 N. Thompson Peak, Ste 380, Scottsdale, AZ 85255 The 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. Unless 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. 64 Table of Contents Name of Beneficial Owner Shares of Common Stock Beneficially Owned % of Shares of Common Stock Beneficially Owned Directors and Officers: Jarrett Boon (1) Chief Executive Officer and Director 220,486 2.8 % Markita L. Russell (2) Chief Financial Officer 19,286 .2 % Mitchell Rudy (3) 3,568,125 46.0 % Director James McAvity (4) Director 2,857 * Christopher Marc Melton (5) Director 19,457 .2 % Stacey Duffy (6) Director 2,857 * Connor Klein ((7) Director 2,857 * All officers and directors (7 persons) 1,599,172 20.63 % * Percentage of shares less than 1% (1) Includes 92,857 shares issuable upon exercise of options (2) Includes 9,286 shares issuable upon exercise of options (3) Includes 3,568,125 shares issuable upon preferred stock conversion (4) Includes 2143 shares issuable upon exercise of options Name of Beneficial Owner Shares of Common Stock Beneficially Owned % of Shares of Common Stock Beneficially Owned Mitchell Rudy Director 3,568,125 46.0 % All beneficial (5%) owners (1 person) 3,568,125 46.0 % (1) Includes 0 shares issuable upon exercise of options ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The 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. 65 Table of Contents Lucky Dog On 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. 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 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. Jordan Fried On 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. On 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 per warrant. 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. On 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. On 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. Brian John Advisory Agreement On 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 therein. Mr. John shall receive $12,500 as monthly compensation for his services under the Advisory Agreement. The term did not extend beyond June 1, 2024. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees totaling $175,000 and $65,000 were paid to M&K CPAS during the year ended December 31, 2025 and 2024, respectively. No other fees were paid to M&K CPAS. 66 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES EXHIBIT INDEX Exhibit No. Description 3.1 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 4.6 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 Common 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. 10.3 Independent 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). 10.5 Form 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. 10.9 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. 10.17 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. 10.19 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. 10.22 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. 10.23 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. 67 Table of Contents 10.25 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. 10.26 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. 10.29 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. 10.30 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. 10.31 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. 10.32 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. 10.33 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. 10.34 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. 10.35 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 December 10, 2024 10.36 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. 10.37 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. 10.38 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. 10.39 Employment 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. 10.40 Form of Securities Purchase Agreement, dated July 21, 2025 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on July 24, 2025). 10.41 Form of Placement Agency Agreement, dated July 21, 2025 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on July 24, 2025). 10.42 Form of Securities Purchase Agreement, dated August 8, 2025 (incorporated by reference to Exhibit 10.1 the Current Report on Form 8-K filed with the SEC on August 14, 2025). 10.43 Form of Revenue Sharing Agreement, dated August 8, 2025 (incorporated by reference to the Exhibit 10.2 Current Report on Form 8-K filed with the SEC on August 14, 2025). 19.1 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). 21.1* Subsidiaries of the Registrant. 23.1* Consent of M&K CPAS. 31.1* Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* 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). 32.2* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *Filed herewith. Item 16. Form 10-K Summary Not applicable. 68 Table of Contents SIGNATURES Pursuant 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. BONK, INC By: /s/ Jarrett Boon Jarrett Boon Chief Executive Officer and Director In 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. Signature Title Date /s/ Jarrett Boon Director and Chief Executive Officer March 31, 2026 Jarrett Boon (principal executive officer) /s/ Markita Russell Chief Financial Officer March 31, 2026 Markita Russell (principal financial and accounting officer) /s/ Mitchell Rudy Director March 31, 2026 Mitchell Rudy /s/ Connor Klein Director March 31, 2026 Connor Klein /s/ Stacey Duffy Director March 31, 2026 Stacey Duffy /s/ John McAvity Director March 31, 2026 John McAvity /s/ Christopher Marc Melton Director March 31, 2026 Christoper Marc Melton 69 Table of Contents Bonk, Inc. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 2738 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to the Consolidated Financial Statements F-7 F- 1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and 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. 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. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 skills. 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. The Woodlands, Texas March 31, 2026 F- 2 Table of Contents BONK, INC. Consolidated Balance Sheets December 31, 2025 and 2024 December 31, 2025 December 31, 2024 ASSETS Current assets: Cash $ 2,278,340 $ 348,816 Marketable securities 54,720 54,720 Digital assets 630,605 - Inventory 949,275 233,510 Accounts receivable 90,140 283,561 Prepaid expenses and deposits 1,839,484 920,189 Investment in Yerbaé Brands - 225,000 Investment in affiliate 1,600 3,000 Equity securities 58,456 - Investments 58,456 - Note receivable 139,405 511,557 Total current assets 6,042,025 2,580,353 Non-current assets: Non-current digital assets 17,344,636 - Right of use assets 18,570 299,722 Goodwill 14,147,778 - Related party revenue sharing – other asset, net of amortization 2,060,968 - Intangible assets, net of amortization 1,293,247 4,364,321 Fixed assets, net of depreciation 66,191 94,007 Total non-current assets 34,931,390 4,758,050 TOTAL ASSETS $ 40,973,415 $ 7,338,403 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Accounts payable $ 2,476,773 $ 2,218,810 Accrued expenses 3,152,544 1,667,605 Note payable, current portion 275,000 - Convertible notes - 5,250,000 COVID-19 SBA loan 49,210 47,928 Current portion of lease liability 23,544 212,964 Total current liabilities 5,977,071 9,397,307 Non-current liabilities: Long-term portion lease liability - 114,148 Total non-current liabilities - 114,148 Total liabilities 5,977,071 9,511,455 Shareholders’ equity (deficit): 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 177 - 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 7,751 1,790 Additional paid-in capital 215,979,259 110,917,569 Common stock payable 2,501,336 1,997,936 Accumulated deficit ( 183,492,179 ) ( 115,090,347 ) Total shareholders’ equity (deficit) 34,996,344 ( 2,173,052 ) TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) $ 40,973,415 $ 7,338,403 F- 3 Table of Contents BONK, INC. Consolidated Statement of Operations For the Years Ended December 31, 2025 and 2024 2025 2024 Twelve Months Ended December 31, 2025 2024 Beverage sales $ 2,117,309 $ 701,967 Related party income from digital assets 1,812,352 - Cost of sales 2,691,555 3,147,724 Gross profit 1,238,106 ( 2,445,757 ) Operating expenses: General and administrative 35,725,558 39,611,915 Impairment expense 4,950,950 - Total operating costs and expenses 40,676,508 39,611,915 Other income (expense): Interest income 92,094 57,602 Interest expense ( 592,504 ) ( 175,927 ) Loss on settlement ( 6,140,411 ) - Other income / (expense) 151,612 ( 5,373,426 ) Gain (loss) on sale of marketable securities 13,275,054 - Loss on exchange ( 120,446 ) - Unrealized loss on digital asset ( 35,372,217 ) - Unrealized gain (loss) on equity investment ( 40,542 ) ( 862,407 ) Total other income (expense) ( 28,747,360 ) ( 6,354,158 ) Loss from operations $ ( 68,185,762 ) $ ( 48,411,830 ) Loss from discontinued operations - ( 997,802 ) Net loss $ ( 68,185,762 ) $ ( 49,409,632 ) Deemed dividend ( 863,400 ) ( 2,293,301 ) Loss attributable to shareholders $ ( 69,049,162 ) $ ( 51,702,933 ) Net income (loss) per share: Basic and diluted $ ( 17.02 ) $ ( 31.77 ) Loss per share attributed to common shareholders $ ( 17.23 ) $ ( 33.24 ) Weighted average shares outstanding - basic and diluted 4,005,739 1,555,463 F- 4 Table of Contents BONK, INC. Consolidated Statement of Changes in Shareholders’ Equity For the Years Ended December 31, 2025 and 2024 Number of Shares Par Value Number of Shares Par Value Number of Shares Par Value Number of Shares Par Value Additional Paid-In-Capital Common Stock Payable Accumulated Deficit Total Preferred A Stock Preferred B Stock Preferred C Stock Common Stock Number of Shares Par Value Number of Shares Par Value Number of Shares Par Value Number of Shares Par Value Additional Paid-In-Capital Common Stock Payable Accumulated Deficit Total Balance, December 31, 2023 - $ - - $ - - $ - 1,303,833 $ 1,304 $ 73,771,317 $ 725,230 $ ( 65,680,715 ) $ 8,817,136 Shares issued in Private Placements for cash - - - - - - 232,310 232 10,625,287 - - 10,625,519 Shares issued for services - - - - - - 77,927 78 3,434,222 642,750 - 4,077,050 Shares issued -payable for settlement - - - - - - - - - 875,000 - 875,000 Shares issued for employee bonus - - - - - - 21,429 21 1,043,229 - - 1,043,250 Shares issued for option exercises - - - - - - 4,371 4 75,996 - - 76,000 Shares issued for Warrant conversions - - - - - - 85,604 86 3,962,628 - - 3,962,714 Deconsolidation of Caring Brands - - - - - - - - 943,722 - - 943,722 Shares issued from Stock in connection with extinguishment of convertible notes - - - - - - 64,250 64 2,047,414 ( 245,044 ) - 1,802,434 Fair value of options granted - - - - - - - - 15,013,755 - - 15,013,755 Issuance of Warrants - - - - - - - - 2,293,301 - - 2,293,301 Deemed Dividends - - - - - - - - ( 2,293,301 ) - - ( 2,293,301 ) Net Income (loss) - - - - - - - - - - ( 49,409,632 ) ( 49,409,632 ) Balance, December 31, 2024 - - - - - - 1,789,724 1,789 110,917,570 1,997,936 ( 115,090,347 ) ( 2,173,052 ) Common stock issued in connection with Yerbaé acquisition - - - - - - 568,056 568 5,983,898 - ( 216,070 ) 5,768,396 Common stock issued for cash - - - - - - 1,132,979 1,133 21,407,023 ( 1,040,998 ) 20,367,158 Common stock issued in exchange for settlement of payables - - - - - - 664,286 664 4,487,619 - - 4,488,283 Common stock issued for private placement - - - - - - 258,247 258 3,806,515 1,165,198 - 4,971,971 Common stock issued for settlement - - - - - - 123,814 124 2,025,158 ( 956,683 ) - 1,068,599 Common stock issued for bonuses - - - - - - 7,143 7 347,493 445,000 - 792,500 Common stock issued for services - - - - - - 151,435 152 2,727,601 ( 628,250 ) - 2,099,503 Common stock issued for Digital Asset Agreement - - - - - - 1,483,459 1,483 21,533,586 - - 21,535,069 Preferred stock A Conversion of Common stock to Preferred stock 39,993 40 - - - - ( 187,858 ) ( 188 ) 120,594 - - 120,446 Preferred stock B issued for convertible note - - 7,212 7 - - - - 5,408,518 - - 5,408,525 Preferred stock C issued for Digital Asset Agreement - - - - 135,000 135 - - 27,284,852 - - 27,284,987 Warrant purchase agreement - - - - - - 5,714 6 549,994 - - 550,000 Stock compensation expense - - - - - - 463,368 464 8,234,581 1,519,133 - 9,754,178 Fair value of options granted - - - - - - - - 1,145,543 - - 1,145,543 Cashless exchange warrants for common stock 951,067 951 ( 864,351 ) - ( 863,400 ) Cashless exchange of warrants - deemed dividend - - - - - - - - 863,400 - - 863,400 Preferred stock converted to common - - ( 5,399 ) ( 5 ) - - 340,273 340 ( 335 ) - - - Net Income (loss) - - - - - - - - - - ( 68,185,762 ) ( 68,185,762 ) Balance, December 31, 2025 39,993 $ 40 1,813 $ 2 135,000 $ 135 7,751,707 7,751 215,979,259 2,501,336 ( 183,492,179 ) 34,996,344 F- 5 Table of Contents BONK, INC. Consolidated Statement of Cash Flows For the Years Ended December 31, 2025 and 2024 2025 2024 For the Twelve Months Ended December 31, 2025 2024 CASH FLOW FROM OPERATING ACTIVITIES: Net loss ( 68,185,762 ) ( 48,411,830 ) Depreciation and amortization expense 654,378 428,828 Fair value of stock-based compensation 9,754,578 5,120,300 Fair value of options issued for services rendered 1,145,543 15,013,755 Fair value of shares issued from Convertible note extinguishment - ( 84,219 ) Bad debt expense - 89,328 Fair value of common stock issued for services 2,099,503 - Fair value of common stock issued for settlement 918,602 - Fair value of common stock issued for bonus 792,500 - Fair value of SRM shares granted in connection with settlement 391,000 - Impairment expense 4,950,950 - Unrealized gain/loss on equity investment 40,542 599,155 Unrealized loss on digital asset 35,372,217 - Exchange of common stock for Series A Preferred stock 120,446 - Gain on sale of SRM stock - ( 431,972 ) Accrued loss on settlements - 7,389,092 Realized gain/loss on sale of marketable securities ( 13,275,054 ) 269,723 Revenue on Digital Assets ( 1,812,352 ) - Unrealized gain/loss on marketable securities - 101,088 Adjustments to reconcile net loss to cash (used in) operating activities: Prepaid expenses and deposits ( 320,604 ) 635,718 Right of use asset 356,056 179,305 Accounts receivable 362,706 ( 367,304 ) Note receivable 126,512 - Inventory ( 185,459 ) 562,314 Accounts payable 1,520,608 725,001 Accrued liabilities 292,517 284,517 Lease liability ( 395,162 ) ( 192,547 ) Net cash (used in) continuing operating Activities ( 25,275,735 ) ( 18,089,748 ) Reclassification to discontinued operations Loss from discontinued operations - ( 997,802 ) Net cash (used in) discontinued operations - ( 997,802 ) CASH FLOW FROM INVESTING ACTIVITIES: Cash received from sale of investments 12,785,556 490,000 Cash received from sale of marketable securities - 417,445 Cash paid for investment - ( 739,557 ) Purchase of intangible assets ( 834,116 ) - Purchase of digital assets ( 5,000,037 ) - Investment in Yerbaé ( 925,000 ) - Acquisition of Yerbaé ( 201,958 ) - Cash paid for purchase of assets - ( 85,665 ) Purchase of equipment - ( 87,162 ) Net Cash Provided by (used in) Investing Activities 5,824,445 ( 4,939 ) CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from shares issued for private placements 4,971,971 10,625,519 Repayments of convertible notes ( 4,508,315 ) - Proceeds from issuance of common stock 20,367,158 - Proceeds from warrant purchase agreement 550,000 - Proceeds from issuance of shares for warrant conversions - 3,962,714 Cash received upon exercise of options - 76,000 Deconsolidation of subsidiary - 943,722 Net Cash Provided by Financing Activities 21,380,814 15,607,955 CHANGE IN CASH 1,929,524 ( 3,484,534 ) CASH AT BEGINNING OF PERIOD 348,816 3,833,349 CASH AT END OF PERIOD 2,278,340 348,816 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for: Interest $ - $ - Income taxes $ - $ - Non-cash items Common stock issued for Bonk Coins $ 21,535,069 $ - Fair value of common stock issued in exchange for settlement of payables $ 4,488,283 $ - Issuance of Preferred Stock B in connection with payoff of Convertible notes $ 5,408,525 $ - Issuance of Preferred Stock C in connection in exchange for digital assets $ 25,000,000 $ - Issuance of Preferred Stock C in connection in exchange for digital assets $ 2,284,987 $ - Common stock issued for loss on settlement $ 875,000 $ - Shares issued for L&H $ 81,683 $ - Common stock issued for services $ 756,250 $ - Warrants cashless exercise from common stock $ 951 $ - Preferred B converted to CS $ 340 $ - Common stock issued for settlement $ 5 $ - Common stock issued from stock payable on extinguishment of debt $ - $ 245,044 Shares issued from stock payable for services $ - $ 113,500 Common stock issued from stock payable on convertible note $ - $ 344,196 Investment in GBB asset $ - $ 175,000 Common stock issued for note conversion $ - $ 1,542,457 F- 6 Table of Contents BONK, INC. Notes to Financial Statements For the Years Ended December 31, 2025 and 2024 Note 1 - Organization and Business Operations Bonk, Inc. (NASDAQ: BNKK) was formerly known as Safety Shot, Inc., and prior to that, Jupiter Wellness, Inc. In August 2023, the Company acquired certain assets of GBB Drink Lab Inc which included the blood alcohol reduction drink Sure Shot (the “Sure Shot Dietary Supplement”), an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol by supporting its metabolism. Concurrently with the purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched the Sure Shot Dietary Supplement in December 2023. On January 8, 2025, the Company entered into an Arrangement Agreement on January 7, 2025 (the “Arrangement Agreement”) with Yerbaé Brands Corp. (“Yerbaé”), pursuant to which the Company agreed, among other things, to acquire all of the issued and outstanding common shares of Yerbaé (the “Yerbaé Shares”) in exchange for shares of common stock of Safety Shot (each, a “Safety Shot Share”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Arrangement”). The Arrangement was consummated on June 27, 2025. Yerbaé’s principal subsidiaries are Yerbaé Brands Co. (“Yerbaé USA”) and Yerbaé LLC of which Yerbaé owns 100% interests in, together, “Yerbaé”. On October 10, 2025, the Company changed its corporate name from Safety Shot, Inc. to Bonk, Inc., following the filing of a Certificate of Amendment with the State of Delaware on October 8, 2025. The name change, which became effective on the Nasdaq Capital Market under the new trading symbols “BNKK” and “BNKKW”, reflects the Company’s strategic repositioning and alignment with the BONK ecosystem and its broader focus on digital asset and decentralized finance initiatives. Historically, the Company generated revenue through the sale of its Sure Shot dietary supplement and Yerbaé’s plant-based energy beverage products, which were distributed online and through various retail channels. During 2025, the Company 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. Going Concern Consideration The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. At December 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. Note 2 - Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness Investments, Inc, Yerbaé, Safety Shot, Inc. and Bonk Holdings, LLC. All intercompany accounts and transactions have been eliminated. Business Combinations The Company accounts for business combinations in accordance with ASC 805, Business Combinations . The purchase price of an acquired business is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Identifiable intangible assets are recognized separately from goodwill and are amortized over their estimated useful lives. The determination of fair values requires management to make significant estimates and assumptions. These estimates are inherently uncertain and may be refined for up to one year from the acquisition date as additional information becomes available. Transaction costs incurred in connection with business combinations are expensed as incurred. F- 7 Table of Contents Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were no cash equivalents as of 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. If the Company owns more than 20 % but less than 50 % the Company will continue to report under the Equity Method. Discontinued Operations On September 24, 2024, the Company signed a separation agreement with Caring Brands, Inc. Caring Brands, Inc. is no longer a subsidiary of the Company, all operations performed under the Caring Brands product line are considered discontinued operations and no longer reported the Company’s financials. The Company recognized $ 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. Debt Extinguishment and Modification Any changes or modification to debt instruments must be examined to determine if the modification has any significant effect. If the changes or modifications are material, the change or modification must be accounted for as an extinguishment. If determined to be an extinguishment, the change or modification to the original debt is derecognized and a new debt is recognized. Any difference in the fair value is recognized as a gain or loss on extinguishment. F- 8 Table of Contents Equity Method for Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. Inventory Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. During the twelve months ended December 31, 2025, the Company had no write-downs or write-offs. During 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. 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. F- 9 Table of Contents Digital Assets Our 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. Digital Assets are classified as current or noncurrent in the consolidated balance sheet under ASC-210, based on the Company’s intended holding period and liquidity considerations. Assets expected to be sold or used within one year from the reporting date are classified as current assets. Treasury assets not intended to be sold or converted to cash within the operating cycle are classified as noncurrent assets. Crypto assets are not offset against any related liabilities and are presented on a gross basis in the balance sheet, consistent with ASC 210-20. The 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). Gains and losses resulting from changes in fair value are included in the statement of operations. The Company discloses the composition of crypto assets, including fair value by major type of token, as well as the location on the balance sheet and significant changes during the reporting period, in accordance with the disclosure requirements of ASC 350-60. Future sales or exchanges of coins will be accounted for on a first in first out basis (FIFO). 90 % of revenue that is used to purchase BONK tokens is not legally or contractually restricted. Under the Revenue Sharing Agreement, 90 % of gross revenues must be converted into BONK and deposited into the Treasuries Wallet. The agreement does not impose any lock-ups, use-restrictions, release conditions, or prohibitions on sale or transfer after the BONK is received. The BONK tokens are fully available for the Company’s use, without restriction. The Company has full control and the ability to sell, transfer, or use the tokens at any time. The Company has chosen, as part of its long-term economic strategy, not to sell these tokens. This is a voluntary internal policy, not an externally imposed restriction. The Company’s strategic objective is to accumulate BONK in treasury in order to support long-term token stability and ecosystem value, which is consistent with the economic purpose of the revenue-sharing arrangement. Because the tokens are fully under the Company’s control and are not subject to contractual release conditions, they are not “restricted assets”. The Company can access the economic benefits at any time if needed. Net Loss per Common Share Net 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. 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. F- 10 Table of Contents Fair Value Measurements The Company follows ASC 820, Fair Value Measurement , which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is determined based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company classifies assets and liabilities measured at fair value into a three-tier hierarchy based on the observability of inputs used in the valuation: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities or model-derived valuations in which all significant inputs are observable. ● Level 3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use. The Company holds certain marketable securities that are measured at fair value on a recurring basis. Convertible debt instruments are initially recorded at fair value, which may include bifurcation of embedded conversion features, if applicable, under ASC 815. Revenue Recognition Beverage Products The Company generates its revenue from the sale of its drink products directly to the end user or through a distributor (collectively the “customers”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and 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. The Company only provides refunds for products that are damaged during delivery to the customer. However, instances of refunds are rare and have not historically had a material impact on the Company’s results of operations. Finally, the Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer. In addition to variable consideration, the Company also provides payments to certain customers for slotting fees. In accordance with the guidance in ASC 606-10-32, the Company determined that the payment is not in exchange for a distinct good or service and it is therefore recognized as a reduction to the transaction price. As the slotting fee payment covers the life of the contract with a customer, the initial payment is recognized as an asset and is amortized as a reduction to revenue on a rational and reasonable basis over the estimated life of the contract. Digital Asset Income The Digital Assets Segment generates revenue through the Company’s participation in digital content and blockchain-based platforms under the Digital Asset Agreement with our affiliate, Lucky Dog Holdings. On August 8, 2025, the Company entered into a revenue sharing agreement with related party, Bonk Digital, Inc. (the “Bonk Agreement”) in which the Company obtained rights to a share of future revenue streams derived from Bonk’s digital platform (the “Bonk Digital Asset”). In accordance with the guidance in ASC 805-50-30-1, ASC 350-30-25-2, ASC 55-10-45-1 and ASC 820-10-35-2, a discounted cashflow with a terminal period of 5 years and a discount rate of 15% was used to calculate the fair value of future revenues in accordance with the agreement. 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. Revenue in this segment is recognized as the underlying platform revenues are earned by Bonk and the Company’s share becomes realizable under the terms of the Bonk Agreement. The Company’s share of those revenues is based on a fixed percentage of gross receipts. As previously disclosed, the original 10% agreed upon as of August 8, 2025 was increased to 51% as of December 10, 2025. Amounts earned under the Bonk Agreement are not contingent on product sales and is recognized as “Related party income from digital assets” in the consolidated statements of operations when: ● the performance obligations under the letsBonk.fun platform are satisfied, ● the transaction price (i.e., the Company’s share of platform proceeds) can be reliably measured, and ● collection is probable Revenue is 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 . Other Asset - Revenue Sharing Agreement During 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. The issuance of the Series C preferred stock was accounted for as a non-cash transaction. The fair value of the Series C preferred stock issued was determined using a discounted cash flow model based on management’s estimates of future revenues expected to be generated under the Agreement. The resulting fair value was recorded as an increase to additional paid-in capital, with a corresponding amount recognized as an “Other asset” within the consolidated balance sheet as of 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. F- 11 Table of Contents The Company will evaluate the carrying value of this asset for impairment in future reporting periods as actual revenues are realized or if other indicators of impairment arise. Accounts Receivable and Credit Risk Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the year ended December 31, 2025 and 2024, 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 value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. 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 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. Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 24,190 and $ 100,591 for the years ended December 31, 2025, and 2024, respectively. Stock Based Compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant- date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants 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. F- 12 Table of Contents Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. 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 and 2024. 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. 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. affiliates of the Company; b. 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; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. F- 13 Table of Contents Segment Reporting The Company has two reportable segments: (i) the dietary and energy beverage business and (ii) digital assets, consisting of investing for growth in the appreciation of the asset. Gross profit (loss) is the segment performance measure the chief operating decision maker (“CODM”) (our CEO, Jarrett Boon) uses to assess the Company’s reportable segments. The dietary and energy beverage products generate revenue from the sale of these products through Amazon and other direct channels. Cost of revenue consists primarily of direct manufacturing costs and freight and shipping. The digital assets have nominal costs associated with revenue generated through its revenue sharing agreement. The following tables presents segment revenue and segment gross profit for the twelve months ended December 31, 2025 and 2024 reviewed by the CODM: Schedule of Segment Revenue and Segment Gross Profit 2025 2024 For the Twelve Months Ended December 31, 2025 2024 Revenue from beverage sales $ 2,117,309 $ 701,967 Cost of sales 2,691,555 3,147,724 Gross profit ( 574,246 ) ( 2,445,757 ) Operating expense ( 35,700,558 ) ( 39,611,915 ) Impairment expense ( 4,950,950 ) - Interest income 92,093 57,602 Interest expense ( 592,504 ) ( 175,927 ) Other income (expense) 148,322 ( 5,373,426 ) Net realized gain (loss) on marketable securities 13,275,054 - Net Loss on settlement ( 6,140,411 ) - Net unrealized gain on equity investment ( 40,542 ) - Net loss on exchange ( 120,445 ) ( 862,407 ) Loss from operations $ ( 34,604,187 ) $ ( 48,411,830 ) Loss from discontinued operations - ( 997,802 ) Net loss $ ( 34,604,187 ) $ ( 49,409,632 ) 2025 2024 For the Twelve Months Ended December 31, 2025 2024 Related party income from digital assets $ 1,812,352 - Operating expense ( 25,000 ) - Other income (expense) 3,290 - Net unrealized gain (loss) on digital assets ( 35,372,217 ) - Loss from operations $ ( 33,581,575 ) $ - Net loss $ ( 33,581,575 ) $ - Assets and liabilities are not separately analyzed or reported to the CODM and are not used to assist in decisions surrounding resource allocation and assessment of segment performance. As such, an analysis of segment assets and liabilities has not been included in this financial information. 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. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, enhancing segment reporting requirements under ASC 280. This ASU aims to provide investors with more detailed information about a public entity’s reportable segments, including those with a single reportable segment. The Key Provisions include : 1. Enhanced Expense Disclosures: Public entities must now disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included in each reported measure of segment profit or loss. 2. Disclosure of Other Segment Items: Entities are required to disclose an amount for “other segment items” by reportable segment, representing the difference between reported segment revenues and the sum of significant segment expenses and the reported measure of segment profit or loss. A qualitative description of the composition of these other segment items is also required. 3. Interim Reporting Requirements: All annual disclosures about a reportable segment’s profit or loss and assets, including the new disclosures introduced by ASU 2023-07, must now be provided in interim periods as well. F- 14 Table of Contents 4. Single Reportable Segment Entities: Public entities with a single reportable segment are explicitly required to provide all segment disclosures mandated by ASC 280, including those introduced by ASU 2023-07. This clarification ensures that users receive comprehensive information about the entity’s operations and performance. 5. Disclosure of CODM Information: Entities must disclose the title and position of the CODM and explain how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and allocating resources. These amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the ASU for the year ended December 31, 2024. 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, 2025. Note 3 - Accounts Receivable and Other Receivables At December 31, 2025 and 2024, the Company had accounts and other receivables of $ 90,140 and $ 283,561 , 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 – Digital Assets The 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. Digital 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. Access 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. The following table provides a roll-forward of digital assets measured at fair value on a recurring basis for the twelve months ended December 31, 2025: Schedule of Roll-forward of Digital Assets Fair Value Balance as of December 31, 2024 $ - Initial receipt of BONK tokens based on SPA (Tranche 1) 25,000,037 Purchase of BONK tokens 5,000,000 Receipt of BONK tokens based on SPA (Tranche 2) 21,535,069 Digital Asset revenue (10% and 51% Revenue Sharing Arrangement) 1,812,352 Change in fair value of Digital Assets ( 35,372,217 ) Balance as of December 31, 2025 $ 17,975,241 During the twelve months ended December 31, 2025, the Company recognized an unrealized loss from remeasurement of digital assets of $ 35,372,217 . Note 5 - Prepaid Expenses and Deposits Prepaid expenses and deposits were as follows for the periods presented: Schedule of Prepaid Expenses and Deposits 2025 2024 At December 31, 2025 2024 Deposits on raw materials $ 166,528 $ 193,074 Prepaid insurance 1,509,722 260,943 Security deposits 22,897 55,116 Other prepaids 140,337 411,056 Total prepaid expenses and deposits $ 1,839,484 $ 920,189 Note 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. Note 7 – Investments Tron Inc. Effective August 14, 2023, the Company sold its former wholly-owned subsidiary Tron Inc. (“Tron”), formerly known as SRM Entertainment, Inc. (“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. F- 15 Table of Contents During 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 . During 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 . Caring Brands Inc. On September 4, 2025, the Company entered into a stock purchase agreement, dated September 4, 2025 (the “Stock Purchase Agreement”), between the company and an institutional investor. Pursuant to the Stock Purchase Agreement, the Company sold 500,000 shares of Caring Brands Inc. common stock for an aggregate amount of $ 500,000 , resulting in a gain on sale of marketable securities of $ 499,500 . During the twelve months ended December 31, 2025, the Company transferred 500,000 shares of Caring Brands Inc. common stock to GBB Inc. as final payment towards asset purchase agreement. During the twelve months ended December 31, 2025, the Company transferred, the Company transferred 500,000 shares of Caring Brands Inc. to Chartered Services for services rendered. As of December 31, 2025, the Company has a balance of 1,600,000 shares of Caring Brands Inc common stock remaining. Sale of SRM Entertainment, Inc. On December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“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. 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. F- 16 Table of Contents Note 8 – Intangible Assets and Goodwill The Company’s intangible assets consist of the following: Schedule 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 $ 1,298,600 $ ( 43,287 ) $ 1,255,313 $ - $ - $ - Yerbaé non-competes 113,800 ( 75,866 ) 37,934 - - - Safety Shot capitalized patent costs - - - 4,929,164 ( 564,843 ) 4,364,321 Total $ 1,412,400 $ ( 119,153 ) $ 1,293,247 $ 4,929,164 $ ( 564,843 ) $ 4,364,321 Amortization expense for the twelve months ended December 31, 2025 and 2024 was $ 571,356 and $ 407,400 , respectively. The following table summarizes the useful lives of the Company’s intangible assets: Schedule of Useful Lives of Intangible Assets Useful Life Yerbaé tradename and trade secrets 15 Yerbaé non-competes 0.75 Safety Shot capitalized patent costs 12 Future amortization of intangible assets as of December 31, 2025 is as follows: Schedule of Future Amortization of Intangible Assets Amortization 2026 124,507 2027 86,573 2028 86,573 2029 86,573 2030 86,573 Thereafter 822,447 During the twelve months ended December 31, 2025, the Company identified a triggering event requiring analysis of the Company’s patents. 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. As of December 31, 2025 and 2024, goodwill totaled $ 14,147,778 and $ 0 , respectively. Note 9 – Acquisitions Acquisition of Yerbaé On June 27, 2025, the Company completed the acquisition of Yerbaé, a premium energy beverage company, in a transaction accounted for as a business combination under ASC 805, Business Combinations . The acquisition supports Safety Shot’s strategic growth in the functional beverage market. The Company acquired 100 % of the equity interests of Yerbaé in exchange for a combination of cash and equity. The total purchase consideration was approximately $ 6.0 million, comprised of 19,881,948 common shares at a fair value of $ 0.301 , which was the stock price of the Company as of the acquisition date. The acquisition was funded through newly issued shares of the Company’s common stock. The following table summarizes the allocation of the total purchase consideration to the assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date and measurement period adjustments: Schedule of Assets Acquired and Liabilities June 27, 2025 Measurement Period Adjustments December 31, 2025 Fair value of consideration paid (through issuance of common stock) $ 5,984,466 $ 5,984,466 Net liabilities acquired ( 9,484,014 ) ( 91,698 ) ( 9,575,712 ) Intangibles acquired 2,874,300 ( 1,461,900 ) 1,412,400 Goodwill 12,594,180 1,553,598 14,147,778 Total consideration $ 5,984,466 $ - $ 5,984,466 The excess of the purchase price over the fair value of net assets acquired was recorded as goodwill. Goodwill primarily represents expected synergies, brand recognition, and the assembled workforce. None of the goodwill is expected to be deductible for tax purposes. The allocation of the purchase price is 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. Summary Pro Forma Financial Information The 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. Schedule of Condensed Combined Statements of Operations Twelve Months Ended December 31, 2025 Twelve Months Ended December 31, 2025 Bonk, Inc. Yerbaé Brands Corp. Transaction Accounting Adjustments Pro Forma Combined Sales $ 1,812,352 $ 4,300,366 - $ 6,112,718 Net loss from continuing operations $ ( 65,976,552 ) $ ( 7,325,787 )AA ( 86,573 ) $ ( 78,388,913 ) Twelve Months Ended December 31, 2024 Twelve Months Ended December 31, 2024 Bonk, Inc. (Historical) Yerbaé Brands Corp. (Historical) Transaction Accounting Adjustments Pro Forma Combined Sales $ 701,967 $ 5,905,541 - $ 6,607,508 Net loss from continuing operations $ ( 49,409,632 ) $ ( 10,618,687 )AA ( 200,373 ) $ ( 60,228,692 ) Adjustments to Unaudited Pro Forma Combined Statements of Operations The pro forma adjustment is as follows: (AA) Represents amortization of intangible assets recognized as part of the purchase price allocation. Note 10 – Accrued Expenses At 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. F- 17 Table of Contents Note 11 - Convertible Notes Payable On January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the principal amount of $ 1,750,000 maturing on December 31, 2026 (the “Secured Convertible Note”); and (ii) a convertible note in the principal amount of $ 3,500,000 maturing July 21, 2025 (the “Convertible Note,” and, together with the Secured Convertible Note, the “Notes”). The notes entered were due to a legal settlement and no cash was received. On June 12, 2025, Bigger sold the notes to Trajan and Fried. The sale had no impact on the Company’s outstanding balance. 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. 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. The balance of these convertible notes was $0 as of December 31, 2025. Exchange Agreement On July 2, 2025, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with certain investors (the “Investors”). Pursuant to the Exchange Agreement, the Investors exchanged (i) the Secured Convertible Note and (ii) the Convertible Note previously issued by the Company for an aggregate of 7,212 shares of the Company’s Series B Preferred Stock. The exchange was accounted for as an extinguishment of debt in accordance with ASC 470-50, Debt — Modifications and Extinguishments , as the terms of the new instruments were substantially different from those of the original notes. The carrying amount of the extinguished notes, including any unamortized discount or deferred costs, was derecognized, and the Series B Preferred Stock was recorded at its fair value on the date of exchange. The difference between the carrying amount of the notes and the fair value of the preferred shares issued was recognized as an increase to additional paid-in capital. Interest expense related to the above Notes for the twelve months ended December 31, 2025 was $ 132,512 and $ 339,737 . On 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 “Notes”). 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”). The Notes originally had a maturity date of October 20, 2022 , 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 note and related accrued interest were paid in full by the issuance of common stock September, 2024. 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, 2025 and 2024 on the Notes totaled $ 0 and $ 175,927 , respectively. 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 31, 2024. The price on the Notes conversion rate was changed from $ 2.79 to $ .93 . 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. On January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the principal amount of $ 1.75 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. 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 received. This amount was recorded as a loss on settlement. F- 18 Table of Contents 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, 2025 and 2024: Schedule of Convertible Promissory Notes Principal Balance, December 31, 2023 $ 1,500,000 Note converted to stock – paid in full ( 1,500,000 ) Convertible Note issued in settlement to Bigger Capital 5,250,000 Principal Balance, December 31, 2024 5,250,000 Note converted to Preferred B stock ( 5,250,000 ) Principal Balance, December 31, 2025 - Note 12 – Covid-19 SBA Loans During the year ended December 31, 2020, the Company applied for and received $ 55,700 under the Economic Injury Disaster Loan Program (“EIDL”), which is administered through the Small Business Administration (“SBA”). During 2021, the SBA notified the Company that the terms of the EIDL are a term of 30 years and an interest rate of 3.75 %. The balance of the EIDL at December 31, 2025 and 2024 was $ 49,210 and $ 47,928 , respectively. Note 13 - Capital Structure Preferred Stock The Company is authorized to issue a total of 1,000,000 shares of preferred stock with par value of $ 0.001 . The Company’s Preferred Stock provides holders the right to receive dividends, when, as, and if declared, on an as-converted-to-common-stock basis and in the same form as dividends paid on common stock, excluding dividends in the form of common stock which are governed by the Certificate of Designation. The Preferred Stock is voting stock, with holders entitled to vote together with common stockholders on an as-converted basis, with one vote for each share of common stock into which the Preferred Stock is then convertible, subject to limitations set forth in the Certificate of Designation. In the event of any liquidation, dissolution, or winding up of the Company, distributions will be made to holders of Preferred Stock and common stock pro rata based on the number of shares held, treating all Preferred Stock as if converted to common stock immediately prior to such event and without regard to any conversion limitations. subject to adjustment for certain corporate events, including stock dividends and splits, subsequent equity sales, rights offerings, pro rata distributions, and fundamental transactions, as defined in the Certificate of Designation. Series A Preferred Stock On May 2, 2025, the Company filed a Certificate of Designation with the Delaware Secretary of State designating, 61,949 shares as Series A-1 Convertible Preferred Stock, 17,401 shares as Series A-2 Convertible Preferred Stock, 20,650 shares as Series A-3 Convertible Preferred Stock (all such series of preferred stock referred to herein collectively as “Series A Preferred Stock”), each with a stated value of $ 750 per share. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series A Preferred Stock. The Series A Preferred Stock is convertible, at the option of the holder, into shares of the Company’s common stock at a fixed conversion price of $ 4.3935 per share, subject to adjustment for stock splits, stock dividends and similar events. Holders of the Series A Preferred Stock are entitled to dividends equal, on an as-if-converted-to-common-stock basis, to the dividends actually paid on shares of common stock when, as and if declared. The Series A Preferred Stock is voting stock: holders are entitled to vote together with the common stock on an as-converted basis (one vote per share of common into which their Series A shares are convertible). Upon any liquidation event, the assets available for distribution will be distributed among the holders of Preferred Stock and the common stock pro-rata based on the number of shares held and treating the Series A shares as if converted into common stock immediately prior to liquidation, without regard to any conversion limitations. On May 2, 2025, the Company entered into an exchange agreement with Core 4 Capital Corp., a related party, and converted 6,575,025 shares of common stock to 39,993 shares of preferred stock. The Company believes the terms of these transactions are comparable to those that could be obtained from unrelated third parties; however, because the transactions are with related parties, they may not be the result of arm’s-length negotiations. All related party balances are unsecured, non-interest bearing, and due on demand unless otherwise noted. The Company used a third party’s calculations to value the Series A preferred stock. The third party used the option pricing model to calculate a $ 76.00 per preferred A share or $ 3,034,908 . The fair value of the common stock exchanged on May 2, 2025 was $ .4799 per common share or $ 3,155,354 , resulting in a loss on the exchange of $ 120,446 taken 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. Series B Preferred Stock On July 2, 2025, the Company filed a Certificate of Designation with the Delaware Secretary of State designating 10,000 shares of its Series B Convertible Preferred Stock (the “Series B Preferred Stock”), each with a stated value of $ 750 per share. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series B Preferred Stock. The Series B Preferred Stock is convertible, at the option of the holder, into shares of the Company’s common stock at a fixed conversion price of $ 0.34 per share, subject to adjustment for stock splits, stock dividends and similar events. Holders of the Series B Preferred Stock are entitled to dividends equal, on an as-if-converted-to-common-stock basis, to the dividends actually paid on shares of common stock when, as and if declared. The Series B Preferred Stock is voting stock: holders are entitled to vote together with the common stock on an as-converted basis (one vote per share of common into which their Series B shares are convertible). Upon any liquidation event, the assets available for distribution will be distributed among the holders of Series A Convertible Preferred Stock, Series B Preferred Stock and the common stock pro-rata based on the number of shares held and treating the Series B shares as if converted into common stock immediately prior to liquidation, without regard to any conversion limitations. The company used a third party’s calculations to value the Series B preferred stock. The third party used the option pricing model to calculate a $ 564 per preferred B share or $ 4,063,962 . The cash value of the convertible note was $ 5,408,525 , resulting in difference of $ 1,344,563 on the extinguishment. The difference was credited to additional paid in capital. F- 19 Table of Contents During 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. The Series B Preferred Stock was issued as part of the exchange agreement. Refer to Note 11. Series C Preferred Stock On August 8, 2025, the Company entered into a Securities Purchase Agreement (the “August Purchase Agreement”) with an institutional investor entity (the “Investor”) for a private investment in public equity (the “PIPE Offering”) of 35,000 shares of its Series C Convertible Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”), convertible into 62,701,541 shares of common stock, par value $ 0.001 (the “Common Stock”), at a conversion price of $ 0.5582 per share of Common Stock. The 35,000 shares of Series C Preferred Stock are referred to herein as the “SPA Preferred Stock Shares.” The Investor paid the $ 25 million purchase price for the SPA Preferred Stock Shares in the form of BONK tokens (the “Consideration Tokens”), based on the closing price of BONK tokens on August 10, 2025. The Consideration Tokens are held in the custodian wallet account designated and controlled by the Company’s Board of Directors (the “Board”). On August 8, 2025, the Company also entered into a Revenue Sharing Agreement (the “Revenue Sharing Agreement”) with the Investor, pursuant to which the Company agreed to issue 100,000 shares of the Series C Preferred Stock, convertible into 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. The Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained. The conversion price and number of shares of Common Stock issuable upon conversion of the Preferred Stock Shares is subject to appropriate adjustment in the event of stock splits and subsequent rights offerings. There is no trading market available for the Preferred Stock Shares on any securities exchange or nationally recognized trading system. The Company does not intend to list the Preferred Stock Shares on any securities exchange or nationally recognized trading system. The securities being offered and sold by the Company under the August Purchase Agreement and the Revenue Sharing Agreement have not been registered under the Securities Act and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to the August Purchase Agreement and the Revenue Sharing Agreement, on August 11, 2025, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of the State of Delaware (the “Series C Certificate of Designation”). The stated value of the Series C Preferred Stock is $ 1,000 per share. Holders of the Preferred Stock Shares are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock are convertible on the basis of a conversion price of $ 1.00 . The Holders shall vote together with the holders of shares of Common Stock as a single class. The Preferred Stock Shares cannot be voted on an “as converted basis” of more than 19.99% of the currently outstanding shares of Common Stock until shareholder approval of such voting rights is obtained . Holders shall be entitled to receive, and the Company shall pay, dividends on Preferred Stock Shares equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. F- 20 Table of Contents Upon any liquidation, dissolution or winding-up of the Company, the holders of Preferred Stock Shares shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Preferred Stock Shares were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock. In the event that LetsBonk.fun ceases operations on or prior to the six-month anniversary of the original issuance date of the Preferred Stock Shares, then 50% of the Preferred Stock Shares issued shall be subject to automatic rescission and shall be returned to the Company for cancellation without further action by the Investor or the Company. At all times when the Series C Preferred Stock remains issued and outstanding, (1) the holders of record of the shares of Series C Preferred Stock, exclusively and voting together as a separate class on an as-converted to Common Stock basis, shall be entitled to elect 50% of the directors of the Company (the “Preferred Directors”); and (2) the holders of record of the shares of Common Stock and of any other class or series of voting stock, exclusively and voting together as a single class on an as-converted to Common Stock basis, shall be entitled to elect the balance of the total number of directors of the Company (the “At-Large Directors”). If the holders of shares of the Series C Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, then any directorship not so filled shall remain vacant until such time as the holders of the Series C Preferred Stock fill such directorship . The Company and the Holders acknowledge and agree that the Company is entitled to receive 10% of all gross revenue generated by LetsBonk.fun (the “LB Interest”), as set forth in that certain Revenue Sharing Agreement. The rights of the Company to receive revenue under this Section are contractual rights derived through and governed by the Revenue Sharing Agreement and are not dividend rights under Delaware corporate law. In the event that LetsBonk.fun ceases operations on or prior to the six-month anniversary of the original issuance date of the Series C Preferred Stock (“Triggering Event”), then 50% of the Series C Preferred Stock issued shall be subject to automatic rescission and shall be returned to the Company for cancellation without further action by the Holder or the Company. Common Stock - 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. Increase in Authorized Shares On October 31, 2025, at the Special Meeting of Stockholders of Bonk, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, to increase the Company’s authorized number of shares of common stock, par value $ 0.001 per share, from 250,000,000 shares to 1,000,000,000 shares. On November 4, 2025, the Company filed the Amendment with the Secretary of State of the State of Delaware, which became effective when filed on November 4, 2025. In the same meeting the shareholders also approved the conversion of preferred C shares held by Lucky Dog Holding. This event will remove the 20% limitation which results in a change of control. 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 Stock Split. However, the Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in an adjustment to a stockholder’s ownership of Common Stock due to the treatment of fractional shares in the Reverse Stock Split. Therefore, voting rights and other rights and preferences of the holders of Common Stock were not affected by the Reverse Stock Split. Common stock issued pursuant to the Reverse Stock Split remains fully paid and non-assessable, without any change in the par value per 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.” 2025 issuances: Conversion of common stock to preferred A During 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. Common stock issued for stock based compensation During 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. Common stock issued for services During 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. F- 21 Table of Contents Common stock issued for cash During 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. Common stock issued for litigation settlement During 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 . Common stock issued for settlement of payables During 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. Common stock issued for private placement During 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 . Common stock issued for employee bonus During the twelve months ended December 31, 2025, the Company issued 7,143 shares of common stock with a fair market value of $ 347,500 . Common stock issued in connection with Yerbaé acquisition During 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 stock 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 per share. 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. The following table summarizes the issuances of the Company’s shares of common stock for the twelve months ended December 31, 2025 as follows: Schedule of Issuances of Company’s Shares of Common Stock Balance, December 31, 2024 1,789,724 Beginning balance 1,789,724 Common stock issued in connection with Yerbaé acquisition 568,056 Common stock issued for cash 1,132,979 Common stock issued in exchange for settlement of payables 664,286 Common stock issued for private placement 258,247 Common stock issued for settlement 123,814 Common stock issued for bonuses 7,143 Common stock issued for services 151,435 Common stock issued for Digital Asset Agreement 1,483,459 Preferred stock A Conversion of Common stock to Preferred stock ( 187,858 ) Warrant purchase agreement 5,714 Warrant cashless exchange for common stock 951,067 Stock compensation expense 463,368 Preferred stock converted to common 340,273 Balance, December 31, 2025 7,751,707 Ending balance 7,751,707 F- 22 Table of Contents Common Stock Payable The 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 1,997,936 Balance 1,997,936 Common stock issued for cash ( 1,040,998 ) Common stock issued for private placement 1,165,198 Common stock issued for settlement ( 956,683 ) Common stock due for bonuses 445,000 Common stock issued for services ( 628,250 ) Stock compensation expense 1,519,133 Balance, December 31, 2025 2,501,336 Balance 2,501,336 Note 14 - Warrants and Options Warrants During the year ended December 31, 2024, the Company reached a settlement with Bigger Capital Fund LP, (“Bigger”) for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024 (see Note 14). Under the terms of the Settlement the Company agreed to cancel 1,656,050 original warrants with an exercise price of $ 1.40 held by Bigger in exchange for 5,332,889 “exchange” warrants with an exercise price of $ 0.4348 . The fair value of the exchange warrants is $ 2,732,329 which is offset by the unamortized value of $ 439,028 of the original warrants. Schedule of Fair Value Using Black Scholes Method Market Relative Term Exercise Price on Volatility Risk-free Reporting Date Fair Value (Years) Price Grant Date Percentage Rate 1/17/25 $ 2,732,329 5 $ 0,4348 $ 0,5435 161 % 0.0442 On August 30, 2024, the Company entered into a Securities Purchase Agreement with an affiliate for the purchase of 3,370,787 shares of the Company’s common stock for a purchase price of $ 3,000,000 (market price of $ 0.89 per share) and 3,370,787 Common warrants for a purchase price of $ 421,348 (priced at $ 0.125 per share). The warrants have a 5 five-year term and an exercise price of $ 0.89 per share. The following tables summarize all warrants outstanding as of 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. Summary of Warrant Outstanding Number of Warrants Weighted Average Exercise Price Balance at December 31, 2024 615,904 $ 63.00 Yerbaé replacement warrants 60,589 31.37 Warrant purchase agreement with Core4 114,286 14.35 Warrants issued in connections with Series A preferred stock 656,957 16.10 Warrants issued in connections with Series B preferred stock 656,957 16.10 Warrants issued in private placement 52,557 16.10 Warrants exercised ( 1,471,996 ) 15.98 Outstanding at December 31, 2025 685,254 $ 59.57 Exercisable at December 31, 2025 685,254 $ 59.57 Stock Options 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. Schedule of Option Outstanding Number of Shares Weighted Average Exercise Price Outstanding at January 1, 2025 529,176 $ 57.75 Granted 111,309 31.49 Exercised - - Forfeited or expired ( 109,286 ) $ ( 80.31 ) Outstanding at December 31, 2025 531,199 $ 48.19 During the year ended December 31, 2025, the Company granted a total of 111,309 5 five-year options to employees of the Company of which 16,142 have vesting schedule from one to three years with an exercise price between $ 12.95 , $ 22.02 and 28,535 which vested immediately upon grant with exercise prices between $ 11.55 and $ 17.15 , 7,143 options which vest over varying schedules through 2026 at an exercise prices of $ 15.75 . Additionally, the Company granted 52,346 options with exercise prices ranging from $ 12.59 to $ 241.09 which vested immediately. During the year ended December 31, 2024, the Company granted a total of 158,714 5 five-year 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 and $ 70.35 and 117,714 which vested immediately upon grant with an exercise price of $ 62.65 . 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 . The fair value of the options is being amortized over the vesting period. The Company recognized $ 14,735,228 expense related to the options for the year ended December 31, 2024. F- 23 Table of Contents The fair value of these options was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date. For options granted to employes, we use a plain vanilla Black-Scholes calculation to calculate fair value with standard market inputs. Schedule of Fair Value Using Black Scholes Method 2025 2024 Expected volatility 121 %- 162 % 119 %- 162 % Expected dividends - - Expected term (in years) 2.5 - 5 2.5 - 10 Risk-free rate 3.59 %- 4.89 % 3.59 %- 4.89 % On December 31, 2025 the Company had 531,199 options outstanding. Note 15 - Commitments and Contingencies The Company entered into an office lease Effective July 1, 2021, which was terminated on August 11, 2025. The primary term of the lease was five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows: Schedule of Minimum Annual Lease Payments Primary Period Amount Amount During Renewal Period Amount July 1 to June 30, 2022 $ 180,456 July 1 to June 30, 2027 $ 240,662 July 1 to June 30, 2023 $ 201,260 July 1 to June 30, 2028 $ 247,882 July 1 to June 30, 2024 $ 224,330 July 1 to June 30, 2029 $ 255,319 July 1 to June 30, 2025 $ 229,312 July 1 to June 30, 2026 $ 233,653 Under ASC 842, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $ 870,406 representing the present value of the future payments under the lease calculated using an 8 % discount rate (the current borrowing rate of the company). The ROU and lease liability are amortized over the five-year life of the lease. The unamortized balances as of December 31, 2025 were ROU asset of $ 18,570 and a current portion of the lease liability of $ 23,544 . At December 31, 2024, the unamortized balances were ROU asset of $ 299,722 , the current portion of the lease liability was $ 212,964 and non-current portion of the lease liability was $ 114,148 . On August 12, 2025, the Company terminated its corporate office for a lease termination fee of $ 126,878 resulting in a loss of $ 107,162 . The Company recognized rent expense of $ 200,255 and $ 267,735 for the lease during the twelve months ended December 31, 2025 and 2024, respectively. Legal Proceedings The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. F- 24 Table of Contents On September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd. filed a lawsuit against the Company in the federal district court for the Southern District of New York case captioned Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc., No.1:23-cv-07874-KPF (the “Litigation”). Sabby’s initial complaint in the Litigation alleges that the Company’s delayed spin-off and distribution of the common stock of “SRM” Entertainment. Inc. give rise to claims of breach-of-contact, promissory estoppel, and negligent misrepresentation. On November 10, 2023, Jupiter sought judicial permission to move to dismiss Sabby’s complaint, arguing that Sabby had no legal right to the delayed distribution occurring on the original record date, and that regardless, no law requires the Company to compensate Sabby for the costs of covering its short position against the Company. The Litigation was dismissed with prejudice by the federal district court for the Southern District of New York on September 23, 2024. On October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States Court of Appeals for the Second Circuit. In or around March of 2025, Sabby was successful in its appeal to the Second Circuit and the lower court’s ruling was overturned as to Sabby’s breach of contract claim – Sabby’s remaining claims were dismissed. On or about July 1, 2025, the Second Circuit denied the Company’s petition for reconsideration. The Company intends to vigorously defend itself against Sabby’s claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity. On February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd. sued the Company in the federal district court for the Southern District of New York, case captioned, Sabby Volatility Warrant Master Fund Ltd. v. Safety Shot, Inc., No. 1:24-cv-920-NRB (the “Litigation”). Sabby’s initial complaint alleges that the Company has improperly refused to honor Sabby’s exercise of a Warrant to acquire 2,105,263 shares of common stock. On March 8, 2024, Sabby filed an amended complaint. The Company answered the amended complaint. Sabby seeks “liquidated and compensatory damages in an amount to be proven at trial,” including compensatory damages “estimated to be at least $ 750,000 ,” liquidated damages “estimated to be at least $ 600,000 ,” specific performance, attorneys’ fees, expenses and costs. The Company does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity. The Company has made an offer of $ 1.5 million to settle this matter. On January 16, 2025, Carla Olson, on behalf of herself and a putative class of similarly situated individuals, filed a Class and Representative Action against Yerbaé, LLC, in the Superior Court of the State of California for the County of San Diego, alleging, among other things, violations of various provisions of the California Labor Code, the Industrial Welfare Commissions Wage Order No. 4 and the Private Attorneys General Act (the “Litigation”). The Plaintiff alleges, among other things, that Yerbaé willfully misclassified brand ambassadors as independent contractors rather than employees and seeks to recover, among other things, unpaid wages, meal and rest break premiums, expense reimbursements and statutory penalties. The parties have agreed to participate in a mediation on December 15, 2025. The Company does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity. On September 3, 2025, the Company has reached a settlement with Brian John, the former CEO of Jupiter Wellness, whereby Mr. John had an alleged claim for certain shares of SRM (TRON) stock (the “Settlement”). As part of the settlement, the Company agreed to give Mr. John 100,000 shares of its TRON stock. In turn, Mr. John has agreed to register 500,000 shares of the Company’s Caring Brand shares. The Settlement contains customary mutual releases of all potential claims that the parties may have against each other and covenants not to sue. On or about July 29, 2025, the Company settled a dispute with Iroquois Master Fund, Ltd. and Iroquois Capital Investment Group (collectively “Iroquois”) whereby the Company agreed to pay Iroquois $ 2.5 million in exchange for a full release of all claims by Iroquois. (the “Dispute”). The Dispute stemmed from Iroquois alleged ownership and attempt to do a cashless exercise of certain Company stock warrants. The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. Note 16 - Subsequent Events Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 25