Filed 2026-03-31 · Period ending 2025-12-31 · 70,296 words · SEC EDGAR
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# BONK, INC. (BNKK) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-014015 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1760903/000149315226014015/) **Origin leaf:** fc6b6fcc5f2be9dbdedbe9f8d7e22295e4b8ef300da2e0372f1c1c337131a20b **Words:** 70,296 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **WASHINGTON, D.C. 20549** **** **FORM 10-K** ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 Commission File Number: 001-39569 **BONK, INC.** (Exact name of registrant as specified in its charter) | delaware | | 83-2455880 | | | (State or other jurisdiction of | | (I.R.S. Employer | | | incorporation or organization) | | Identification) | | **18801 N. Thompson Peak, Suite 380** **Scottsdale, AZ 85255** (Address of principal executive offices, including zip code) **(888) 257-8061** (Registrants telephone number, including area code) **Securities registered pursuant to Section 12(b) of the Act:** None **Securities registered pursuant to Section 12(g) of the Act:** | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Common Stock, par value $0.001 per share | | BNKK | | Nasdaq Capital Markets LLC | | | Warrants to purchase shares of Common Stock, $0.001 par value per share | | BNKKW | | Nasdaq Capital Markets LLC | | Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such fi les). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | Accelerated filer | | | Non-accelerated filer | Smaller Reporting Company | | | (Do not check if smaller reporting company) | Emerging Growth Company | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of June 30, 2025, there were 2,906,455 shares of the registrants common stock, par value $0.001 per share, issued and outstanding, of these, 2,752,927 shares were held by non-affiliates of the registrant. The market value of securities held by non-affiliates was $31,796,306 as of June 30, 2025, based on the closing price of $11.55 for the registrants common stock on June 30, 2025. The number of shares outstanding of each of the registrants classes of common stock, as of March 25, 2026, was 7,851,315. | | | **TABLE OF CONTENTS** **** | PART I | | 6 | | | | | | | | ITEM 1. BUSINESS | | 6 | | | | | | | | ITEM 1A. RISK FACTORS | | 16 | | | | | | | | ITEM 1B. UNRESOLVED STAFF COMMENTS | | 41 | | | | | | | | ITEM 1C. CYBERSECURITY | | 41 | | | | | | | | ITEM 2. PROPERTIES | | 42 | | | | | | | | ITEM 3. LEGAL PROCEEDINGS | | 43 | | | | | | | | ITEM 4. MINE SAFETY DISCLOSURES. | | 44 | | | | | | | | PART II | | 45 | | | | | | | | ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES | | 45 | | | | | | | | ITEM 6. SELECTED FINANCIAL DATA | | 46 | | | | | | | | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | 46 | | | | | | | | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | | 53 | | | | | | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | 53 | | | | | | | | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES | | 53 | | | | | | | | ITEM 9A. CONTROLS AND PROCEDURES | | 54 | | | | | | | | ITEM 9B. OTHER INFORMATION | | 55 | | | | | | | | ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS. | | 55 | | | | | | | | PART III | | 56 | | | | | | | | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | | 56 | | | | | | | | ITEM 11. EXECUTIVE COMPENSATION | | 61 | | | | | | | | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | 64 | | | | | | | | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | | 65 | | | | | | | | ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES | | 66 | | | | | | | | PART IV | | 67 | | | | | | | | ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | | 67 | | | | | | | | ITEM 16. FORM 10-K SUMMARY | | 68 | | | | | | | | SIGNATURES | | 69 | | | 2 | | | Table of Contents | | This Annual Report on Form 10-K includes the accounts of Bonk, Inc., a Delaware corporation (Bonk). References in this Report to we, our, us. Bonk, or the Company refer to Bonk, Inc. and its consolidated subsidiaries unless the context dictates otherwise. **CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS** **** Certain statements in this report, including information incorporated by reference, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations, beliefs or other statements that are not statements of historical fact. Words such as will, may, should, could, would, expects, plans, believes, anticipates, intends, estimates, approximates, predicts, forecasts, potential, continue, or projects, or the negative or other variation of such words, and similar expressions may identify a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism about future operating results and the development of our products, are forward-looking statements. Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading Risk Factors below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward- looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission (SEC). The SEC maintains a website (www.sec.gov) that contains these publicly filed reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report on Form 10-K, which attempt to advise interested parties of the risks and factors that may affect our businesses, financial condition, results of operations and prospects. | 3 | | | Table of Contents | | **SUMMARY OF MATERIAL RISKS** Investing in our common stock is speculative and involves a high degree of risk. These risks are discussed more fully in Part I, Item 1A. Risk Factors and elsewhere in this Annual Report. We urge you to read Part I, Item 1A. Risk Factors beginning on page 16 in full. Our significant risks may be summarized as follows: **Risks Related to Our Business** **** | | The BONK token is a highly volatile asset, and fluctuations in the price of the BONK token are likely to affect our financial results and the market price of our listed securities. | | | | | | | | | A significant decrease in the market value of our BONK token holdings could adversely affect our ability to satisfy our financial obligations. | | | | | | | | | The concentration of our BONK token holdings enhances the risks inherent in our BONK treasury strategy. | | | | | | | | | The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of BONK tokens and adversely affect our business. | | | | | | | | | We are subject to government regulation, and unfavorable changes could substantially harm our business and results of operations. | | | | | | | | | We depend heavily on key personnel, and turnover of key senior management could harm our business. | | | | | | | | | The sale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses. | | | | | | | | | The success of our business will depend upon our ability to create and expand our brand awareness. | | | | | | | | | We must develop and introduce new products to succeed. | | | | | | | | | Adverse publicity associated with our products or ingredients, or those of similar companies, could adversely affect our sales and revenue. | | | | | | | | | Our products and manufacturing activities are subject to extensive government regulation, and failure to comply with these laws and regulations, as they currently exist or as modified in the future, may increase our costs, limit or eliminate our ability to sell certain products, subject us or our suppliers to the risk of enforcement action, or otherwise adversely affect our business, results of operations and financial condition. | | | | | | | | | Our failure to comply with applicable laws or regulations could result in substantial monetary penalties and could adversely affect our operating results. | | | | | | | | | Congress and/or regulatory agencies may impose additional laws or regulations or change current laws or regulations, and state attorneys general may increase enforcement of existing or new laws, and compliance with new or changed governmental regulations, or any state attorney proceeding, could increase our costs significantly and materially and adversely affect our business, financial condition and results of operations. | | | | | | | | | Our reliance on third parties to manufacture and supply our products, including the Sure Shot Dietary Supplement and Yerbas plant-based beverages, may harm our business, financial condition and operating results. | | | | | | | | | Our operations in international markets involve inherent risks that we may not be able to control. | | | | | | | | | Compliance with new and existing laws and governmental regulations could increase our costs significantly and adversely affect our results of operations. | | | 4 | | | Table of Contents | | **Risks Related to our Financial Position and Capital Needs** | | Our accountant has indicated doubt about our ability to continue as a going concern. | | | | | | | | | Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or other assets. | | | | | | | | | Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment and could harm our business, financial condition, results of operations and cash flow. | | | | | | | | | Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and ability to achieve profitability. | | **Risks Related to our Intellectual Property** | | We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights. | | | | | | | | | Any inability to protect our intellectual property rights could reduce the value of our products and brands, which could adversely affect our financial condition, results of operations and business. | | | | | | | | | The intellectual property behind our products may include unpublished know-how as well as existing and pending intellectual property protection. All intellectual property protection eventually expires, and unpublished know-how is dependent on key individuals. | | | | | | | | | If we are not able to adequately protect our intellectual property, then we may not be able to compete effectively, and we may not be profitable. | | **Risks Related to Our Securities and Other Risks** | | The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an emerging growth company. | | | | | | | | | We have broad discretion in the use of the net proceeds from any offerings and may not use them effectively. | | | | | | | | | Our management has limited experience in managing the day-to-day operations of a public company and, as a result, we may incur additional expenses associated with the management of our Company. | | | | | | | | | Certain of our stockholders hold a significant percentage of our outstanding voting securities, which could reduce the ability of minority stockholders to effect certain corporate actions. | | | | | | | | | We do not intend to pay dividends for the foreseeable future. | | | | | | | | | Our issuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your investment. | | | | | | | | | Anti-takeover provisions in the Companys charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult. | | | | | | | | | Our common stock may become subject to the SECs penny stock rules and accordingly, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected. | | | 5 | | | Table of Contents | | **PART I** **** **ITEM 1. BUSINESS** **Overview** Bonk, Inc. (NASDAQ: BNKK) was formerly known as Safety Shot, Inc., and prior to that, Jupiter Wellness, Inc. In August 2023 Jupiter Wellness, Inc. acquired certain assets of GBB Drink Lab Inc which included the blood alcohol reduction drink Sure Shot (the Sure Shot Dietary Supplement), an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol by supporting its metabolism, relying on 28 active ingredients, all falling under the FDAs Generally Regarded As Safe (GRAS) category. Under sections 201(s) and 409 of the Federal Food, Drug, and Cosmetic Act (the Act), any substance intentionally added to food is a dietary supplement subject to premarket review and approval by the FDA, unless the substance is generally recognized by qualified experts as safe under the conditions of its intended use, or unless the use of the substance is otherwise excepted from the definition of a dietary supplement. Concurrently with the purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched the Sure Shot Dietary Supplement in December 2023. On January 8, 2025, the Company entered into an Arrangement Agreement (the Arrangement Agreement) with Yerba Brands Corp. (Yerba), pursuant to which the Company agreed, among other things, to acquire all of the issued and outstanding common shares of Yerba (the Yerba 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. Yerbas principal subsidiaries are Yerba Brands Co. (Yerba USA) and Yerba LLC of which Yerba owns 100% interests in, collectively, Yerba. The Yerba acquisition supports the Companys strategic growth in the functional beverage market by expanding its presence in clean energy drinks distributed through retail and e-commerce channels. 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 Companys 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 Yerbas plant-based energy beverage products, which were distributed online and through various retail channels. During 2025, the Company began to transition its strategic focus away from beverage sales toward opportunities within the digital asset and decentralized finance sectors. The Companys current activities are centered on developing, investing in, and participating in projects aligned with the BONK ecosystem and other blockchain-based initiatives. In September 2025, the Company entered into a digital asset transaction with Bonk, a Solana-based cryptocurrency project. The Company received Bonk tokens in connection with this transaction, which are accounted for as indefinite-lived intangible assets under ASC 350. The Bonk transaction represents the Companys initial entry into the digital asset space and is intended to support its strategic initiatives related to digital brand engagement and emerging blockchain-based marketing opportunities. The fair value of the Bonk tokens is remeasured each reporting period, with any decreases in value recognized in current period earnings. The Company has discontinued Jupiter Wellness, Inc.s historical product lines, which included a diverse range of products, such as hair loss treatments, vitiligo solutions, and sexual wellness products. In connection therewith, on September 24, 2024, the Company entered into a Separation and Exchange Agreement with its subsidiary Caring Brands, Inc. whereby Caring Brands would commercialize this product line. Caring Brands became responsible for all costs associated with the operation of that line of business. The Company retained ownership of 3,000,000 shares of Caring Brands, Inc. **Products Roadmap** **** *Sure Shot Dietary Supplement* ** The Sure Shot Dietary Supplement was launched on our own website and through Amazon in December 2023 and with several Big Box stores. The Company continues to sell the Sure Shot Dietary Supplement in each of its current SKUs (12oz., 4 oz. and Stick Pack). **Acquisition of Yerba Brands** On June 27, 2025, the Company completed the acquisition of Yerba, a premium energy beverage company, in a transaction accounted for as a business combination under ASC 805, *Business Combinations*. The transaction significantly expanded our operations and business structure, while the acquisition supports our strategic growth in the functional beverage market. *Digital Assets* 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 Bonks digital platform (the Bonk Digital Asset). Our focus centers on the commercialization of a 4-ounce dietary supplement positioned for rapid alcohol metabolism support. Beyond our existing product, we also offer a convenient powdered stick pack version, aligning with our vision to meet evolving consumer demands. With the addition of Yerbas plant-based beverages and the Companys entry into digital asset activities through the Bonk transaction, the Company continues to explore complementary opportunities that expand its brand presence, distribution channels, and long-term growth potential in both functional wellness and emerging digital ecosystems. | 6 | | | Table of Contents | | **Sales and Marketing** We primarily sell our Sure Shot Dietary Supplement and Yerbas plant-based beverages through e-commerce websites including Amazon and through retail stores. To drive loyalty, word-of-mouth marketing, and sustainable growth, we invest in customer experience and customer relationship management. Our marketing investments are directed towards driving profitable growth through advertising, public relations, and brand promotion activities, including digital platforms, sponsorships, collaborations, brand activations, and channel marketing. Additionally, we continue to invest in our marketing and brand development efforts by investing capital expenditures on product displays to support our channel marketing via our retail partners. We launched the Sure Shot Dietary Supplement in stores such as BevMo! in the second quarter of 2024. **Manufacturing, Logistics and Fulfillment** We outsource the manufacturing of our drink and dietary products to contract manufacturers, who produce them according to our formulation specifications. The products are manufactured by contract manufacturers in India and the US. The majority of our products will then be shipped to third-party warehouses and to our corporate offices, which can either transport them to our distributors, retailers, or directly to our customers. Our third-party warehouses are located in the US. We use a limited number of logistics providers to deliver our products to both distributors and retailers, which allows us to lessen order fulfillment time, cut shipping costs, and improve inventory flexibility. **Our Competitive Strengths** We are committed to driving continuous improvement through innovation. Since our inception, we have made significant investments in research and development and have acquired a substantial portfolio of intellectual property, which continues to grow each year. Our commitment to innovation has allowed us to create unique products that address unmet needs in the market, all backed by rigorous clinical research. We believe that our focus on research and development is designed to enable us to stay ahead of the curve and provide our customers with products that are not only effective but also innovative. We take pride in our patent portfolio and the continuous growth we have achieved, as we believe that it showcases our dedication to creating new and unique solutions for our customers. By staying committed to innovation, we are confident in our ability to meet the ever-changing needs of the health and wellness market. We believe that the Sure Shot Dietary Supplement stands as a unique product in the liquid dietary supplement market. Nevertheless, our competitive landscape includes many companies involved in the production of health and welfare products, including beverages. **Recent Developments** **** **Amendment to Third Amended and Restated Certificate of Incorporation** On December 9, 2025, the Company filed a Certificate of Amendment (the Charter Amendment) to the Companys Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Companys common stock, $0.001 par value per share (Common Stock), at a rate of 1-for-35 (the Reverse Stock Split), effective as of 12:01 a.m. Eastern Time on December 11, 2025. 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 stockholders percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in an adjustment to a stockholders 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. The new CUSIP number for Common Stock following the Reverse Stock Split is 48208F303. **Exchange Agreements Relating to July 2025 PIPE Warrants** On November 7, 2025, the Company entered into the July 2025 PIPE Warrants Exchange Agreement by and between the Company and the July 2025 Purchasers. Pursuant to the July 2025 PIPE Warrants Exchange Agreement, the July 2025 Purchasers shall exchange the July 2025 PIPE Warrants (as defined below) held by them for an aggregate of 30,000,000 shares of common stock. Pursuant to the July 2025 PIPE Warrants Exchange Agreement, 30,000,054 shares, including minor adjustments, have been issued to the July 2025 Purchasers on December 9 , 2025. **Exchange Agreements Relating to the Bigger Warrants** On November 7, 2025, the Company entered into respective Exchange Agreements (the Bigger Warrants Exchange Agreements) by and between the Company and each of two accredited investors (the Investors). Pursuant to the Bigger Warrants Exchange Agreements, each of the Investors shall exchange the portion of the Bigger Warrants (as defined below) that it held for 1,643,663 shares of common stock. The shares of common stock issuable pursuant to the Bigger Warrants Exchange Agreements, totaling an aggregate of 3,287,326 shares, were issued in two separate transactions on November 25, 2025 and November 28, 2025. | 7 | | | Table of Contents | | **Nasdaq Letter and Re-compliance** On November 5, 2025, the Company received a letter (the Letter) from the staff of the Nasdaq Stock Market Listing Qualifications (Staff) that the previously disclosed private placements that the Company entered into on August 8, 2025 and August 29, 2025 (the Transactions) together and individually failed to comply with the following Nasdaq Listing Rules (the Rules): (i) notification requirements under Listing Rules 5250(b)(1), 5250(e)(2)(B) and 5250(e)(2)(D); (ii) Shareholder Approval requirements under Listing Rules 5635(a) and 5635(b); and (iii) Voting Rights requirements under Listing Rule 5640. The Letter further stated that based on the Companys corrective actions to amend the Transactions and subsequent disclosures, Staff has determined that the Company has regained compliance with the Rules, and that the matter is closed. **Resignation of Chief Operating Officer and Chief Financial Officer** **** On August 29, 2025, David Sandler resigned as the Chief Operating Officer of the Company effective as of such date. Mr. Sanders resignation was not due to any disagreement with the Company or the Board of any matter relating to the Companys operations, policies or practices. As of September 1, 2025, Mr. Sandler began a six-month term as a consultant for the Company. On July 25, 2025, Danielle Derosa resigned as the Chief Financial Officer of the Company, effective as of such date. **Appointment of Chief Financial Officer** **** On July 30, 2025, the Board of Directors appointed Markita L. Russell, to serve as Chief Financial Officer of the Company, effective immediately. Ms. Russell, who has served as the Companys Controller since 2020, has over 30 years of extensive experience in the financial and accounting sectors, with a proven track record of managing significant growth and providing strategic financial oversight across multiple industries. **Appointments of Directors** On December 22, 2025, the Company held its annual meeting of stockholders (the Annual Meeting). At the annual meeting, by a majority vote of eligible shareholders, the following members of the Companys Board of Directors (the Board) were appointed or retained, respectively: Jarrett Boon, John Gulyas, Christopher Marc Melton, Mitchell Rudy, Connor Klein, James McAvity and Stacey Duffy. On November 5, 2025, the Companys Board appointed James McAvity and Stacey Duffy as independent members of the Board to serve until the Companys 2026 Annual Meeting of Stockholders. Mr. McAvity and Ms. Duffy will receive compensation consistent with the Companys non-executive directors. On October 10, 2025, the Board appointed Connor Klein as an independent member of the Board and of the Companys audit committee to serve until the Companys 2026 Annual Meeting of Stockholders. Mr. Klein will receive compensation consistent with the Companys non-executive directors. On September 5, 2025, the Board appointed Mitchell Rudy as a director to serve until the Companys 2026 Annual Meeting of Stockholders. Mr. Rudy will receive compensation consistent with the Companys non-employee directors. **Resignations of Directors** **** On January 12, 2026, John Gulyas notified the Board of his decision to resign from the Board. Messr. Gulyas resignation from the Board was not associated with or attributable to any disagreement with the Company, the Companys management, or any other member of the Board. On November 5, 2025, Jordan Schur and Rich Pascucci notified the Board of their decisions to resign from the Board. Messrs. Schurs and Pascuccis resignations from the Board were not associated with or attributable to any disagreement with the Company, the Companys management, or any other member of the Board. On September 4, 2025, David Long resigned as a director of the Company effective as of such date. Mr. Longs resignation was not due to any disagreement with the Company or the Board of any matter relating to the Companys operations, policies or practices. **Increase in Authorized Number of Shares of Common Stock** On October 31, 2025, at the Special Meeting of Stockholders of the Company, the stockholders of the Company approved an amendment (the Authorized Shares Amendment) to the Companys Third Amended and Restated Certificate of Incorporation, to increase the Companys authorized number of shares of common stock, par value $0.001 per share, from 250,000,000 shares to 1,000,000,000 shares. | 8 | | | Table of Contents | | On November 4, 2025, the Company filed the Authorized Shares Amendment with the Secretary of State of the State of Delaware, which became effective when filed on November 4, 2025. **Name and Symbol Change** On September 16, 2025, the Board approved the change in the name of the Company to Bonk, Inc. (the Name Change) and the change in the trading symbol of the Company to BNKK on the Nasdaq Capital Market (the Symbol Change) to align with its major transformation into a BONK strategy company. On October 8, 2025, to effectuate the Name Change, the Company filed a Certificate of Amendment of the Certificate of Incorporation of the Company, as amended and restated (the Charter Amendment), with the Secretary of State of the State of Delaware. The Name Change and the Symbol Change took effect on the Nasdaq Capital Market on October 10, 2025. **Registered Direct Offering and Concurrent Private Placement** On August 29, 2025, the Company closed on the transactions contemplated by that certain Securities Purchase Agreement (the August 2025 Purchase Agreement), dated as of August 25, 2025, between the Company and the purchasers named therein, pursuant to which the Company agreed to issue, in a registered direct offering, 9,239,044 shares (the RD Shares) of common stock, to the registered direct purchasers (the RD Investors) at an offering price of $0.46 per share (the August 2025 RD Offering). The gross cash proceeds to the Company in the August 2025 RD Offering were approximately $4,250,000 before deducting offering fees and expenses. Pursuant to the August 2025 Purchase Agreement, in a concurrent private placement, the Company agreed to sell 51,921,080 shares of common stock (the PIPE Shares) to a separate accredited investor (the PIPE Investor) at a purchase price of $0.4815 per share (the August 2025 PIPE Offering and together with the August 2025 RD Offering, the August 2025 Offering). The PIPE Investor agreed to pay the $25 million purchase price for the PIPE Shares in the form of BONK tokens (the Consideration Tokens) based on the closing price of BONK tokens at 4:00 PM EDT on August 22, 2025. The Consideration Tokens will be held in the custodian wallet designated and controlled by the board of directors of the Company. The aggregate gross proceeds to the Company from the concurrent August 2025 RD Offering and August 2025 PIPE Offering, before deducting offering expenses payable by the Company, have a cash value equal to approximately $29,250,000, consisting of approximately $4,250,000 in cash paid by the RD Investors for the RD Shares and $25,000,000 in BONK tokens paid by the PIPE Investor for the PIPE Shares. The Company expects to use the net proceeds from the August 2025 Offering for working capital and general corporate purposes. The August 2025 Offering closed on August 29, 2025, although as of November 20, 2025, the PIPE Shares have not been issued. **Series C Preferred Stock** On August 11, 2025, the Company filed a Certificate of Designation (the Series C Certificate of Designation) of Series C Convertible Preferred Stock (the Series C Preferred Stock) with the Secretary of State of the State of Delaware. The stated value of the Series C Preferred Stock is $1,000 per share. The Series C Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series C Preferred Stock. On August 15, 2025, the Company filed an Amended and Restated Certificate of Designation (the Amended and Restated Series C Certificate of Designation) of Series C Preferred Stock with the Secretary of State of the State of Delaware, pursuant to which the conversion price for the Series C Preferred Stock was amended and restated from $0.5582 to equal $1.081, which dollar figure represents the average Nasdaq Official Closing Price for the five trading days preceding August 9, 2025, with no other changes being made to the designations, rights or preferences of the Series C Preferred Stock. | 9 | | | Table of Contents | | On October 10, 2025, the Company, upon approval of the Board and the sole holder of the Series C Preferred Stock, filed an Amendment to the Amended and Restated Certificate of Designation of Series C Preferred Stock with the Secretary of State of the State of Delaware (the Series C Certificate of Designation Amendment). The Series C Certificate of Designation Amendment adds a step-down provision in respect of the rights granted to the holders of Series C Preferred Stock to elect members of the Board. August Purchase Agreement On August 8, 2025, the Company entered into a Securities Purchase Agreement (the August Purchase Agreement) with an institutional investor entity (the Investor) for a private investment in public equity (the PIPE Offering) of 35,000 shares of its Series C Convertible Preferred Stock, par value $0.001 per share (the Series C Preferred Stock), convertible into 62,701,541 shares of common stock, par value $0.001 (the Common Stock), at a conversion price of $0.5582 per share of Common Stock. The 35,000 shares of Series C Preferred Stock are referred to herein as the SPA Preferred Stock Shares. The issuance of the SPA Preferred Stock Shares is expected to occur not later than August 20, 2025. The Investor paid the $25 million purchase price for the SPA Preferred Stock Shares in the form of BONK tokens (the Consideration Tokens), based on the closing price of BONK tokens on August 10, 2025. The Consideration Tokens will be held in the custodian wallet account designated and controlled by the Companys Board of Directors (the Board). The payment of the Consideration Tokens is expected to occur not later than August 20, 2025. On August 8, 2025, the Company also entered into a Revenue Sharing Agreement (the Revenue Sharing Agreement) with the Investor, pursuant to which the Company agreed to issue 100,000 shares of the Series C Preferred Stock, convertible into 179,147,260 shares of Common Stock at a conversion price of $0.5582 per share of Common Stock, in exchange for an amount equal to 10% of all gross revenue of LetsBonk.fun in perpetuity. The 100,000 shares of Series C Preferred Stock are referred to herein as the RSA Preferred Stock Shares, and the SPA Preferred Stock Shares and the RSA Preferred Stock Shares are collectively referred to herein as the Preferred Stock Shares. The issuance of the RSA Preferred Stock Shares is expected to occur not later than August 20, 2025. On December 10, 2025, the Company amended the agreement for an amount equal to 51% of all gross revenue of LetsBonk.fun. The Company and the related party can revert back to 10% of all gross revenue at a point in time which the parties agree on such terms. 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. | 10 | | | Table of Contents | | Holders shall be entitled to receive, and the Company shall pay, dividends on Preferred Stock Shares equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. Upon any liquidation, dissolution or winding-up of the Company, the holders of Preferred Stock Shares shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Preferred Stock Shares were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock. 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. **Acquisition of Yerba Brands** **** On June 27, 2025, the Company completed the acquisition of Yerba, a premium energy beverage company, in a transaction accounted for as a business combination under ASC 805, Business Combinations. The acquisition supports Safety Shots strategic growth in the functional beverage market. **Arrangement Agreement with Yerba Brands Corp.** **** On January 7, 2025, the Company entered into a definitive Arrangement Agreement (the Arrangement Agreement) with Yerba Brands Corp., (Yerba), a corporation organized under the laws of the Province of British Columbia, pursuant to which, among other things, the Company will acquire all of the issued and outstanding common shares of Yerba (the Arrangement). The Arrangement will be implemented by way of a plan of arrangement (the Plan of Arrangement) in accordance with the Business Corporations Act (British Columbia) and is subject to approval by the Supreme Court of British Columbia (the Court), the stockholders of the Company and the shareholders of Yerba, among other customary closing conditions for a transaction of this nature and size. Consideration On the terms and subject to the conditions of the Arrangement Agreement and the Plan of Arrangement, at the effective time of the Arrangement (the Effective Time) all of the common shares of Yerba then issued and outstanding immediately prior to the Effective Time (including the common shares of Yerba to be issued on the settlement of all of the performance share units and restricted share units of Yerba, which will be settled immediately prior to the Effective Time) will be acquired by the Company in consideration for the right to receive an aggregate of 20,000,000 shares of common stock of the Company (collectively, the Consideration Shares). Each option (each a Replaced Option) to purchase common shares of Yerba outstanding immediately prior to the Effective Time (whether or not vested) will be deemed to be exchanged for an option (Replacement Option) entitling the holder to purchase shares of common stock of the Company. The number of shares of common stock of the Company underlying each Replacement Option will equal the number of common shares of Yerba underlying the corresponding Replaced Option multiplied by the exchange ratio. The exercise price of each Replacement Option will equal the exercise price of the corresponding Replaced Option divided by the exchange ratio and each Replacement Option will be fully vested. In accordance with the respective terms of Yerbas outstanding warrants and debentures, the terms of each warrant and debenture of Yerba will entitle the holder thereof to receive, upon exercise or conversion, as applicable, in substitution for the number of Yerba common shares subject to such warrant or debenture, a number of shares of Company common stock. In addition, if the Arrangement is consummated, the Company will pay up to $500,000 of Yerbas transaction expenses. | 11 | | | Table of Contents | | Representations and Warranties; Covenants Pursuant to the Arrangement Agreement the Company and Yerba made customary representations and warranties for transactions of this type. All of the representations and warranties of the Company and Yerba will expire and be terminated at the Effective Time. Each of the Company and Yerba have also agreed to be bound by certain covenants that are customary for transactions of this type, including obligations of the parties during the period between the date of the execution of the Arrangement Agreement and the Effective Time (the Interim Period) to, in all material respects, conduct their respective businesses in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of the other party, in each case, subject to certain exceptions and qualifications. The covenants and agreements of the Company and Yerba that by their terms are to be performed at or after the Effective Time shall, in each case, survive until fully performed. Closing Conditions The respective obligations of each party to consummate the Arrangement are subject to the satisfaction or waiver of certain customary mutual closing conditions, including (i) the issuance of the interim and final orders by the Court with respect to the Arrangement; (ii) the adoption by the requisite Yerba shareholders of a resolution approving the Arrangement (the Yerba Shareholder Approval); (iii) the approval by the requisite Company stockholders of the issuance of the Consideration Shares and an amended and restated equity incentive plan reserving a number of shares of Company common stock equal to no less than 10% of the fully diluted shares of Company common stock issued and outstanding immediately following the Effective Time (the Company Stockholder Approval); (iv) the absence of any law or order prohibiting, rendering illegal or permanently enjoining the consummation of the Arrangement; (v) the obtainment of any regulatory approvals required in connection with the Plan of Arrangement, except for such approvals the failure of which to obtain would not reasonably be expected to have a material adverse effect on the parties or would not materially impede or delay the completion of the Arrangement; (vi) the approval by the TSX Venture Exchange; the approval of the listing of the Consideration Shares by Nasdaq; (viii) the exemption of the issuance of the Consideration Shares from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) thereof; (ix) that the representations of the other party in the Arrangement Agreement are true and correct as of the date of the Arrangement Agreement and the Effective Time (subject to certain materiality qualifiers) and (x) that the other party will have complied in all material respects with its covenants in the Arrangement Agreement. Additionally, the obligation of the Company to consummate the Arrangement is subject to the satisfaction or waiver of the following conditions, among others: (i) that there will not have occurred during the Interim Period any material adverse effect with respect to Yerba; (ii) that the Company shall have received Support Agreements (as defined below) from certain shareholders of Yerba representing not less than 40.1% of the issued and outstanding common shares of Yerba (collectively, the Supporting Yerba Shareholders) no later than 30 days following the date of the Arrangement Agreement (and such shareholders shall not have breached their obligations or covenants thereunder in any material respect as of the Effective Time); and (iii) that the Yerba shareholders shall have not validly exercised and not withdrawn dissent rights with respect to more than 5% of the common shares of Yerba then outstanding. The obligation of Yerba to consummate the Arrangement is also conditioned upon (i) the Company appointing Todd Gibson to the board of directors of the Company as of the Effective Time and (ii) that there will not have occurred during the Interim Period any material adverse effect with respect to the Company. The Arrangement Agreement was previously filed with the SEC. **Settlement Agreement with Bigger Capital** On January 20, 2025, the Company entered into the Bigger Settlement Agreement. In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024. Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following: (i) pay Bigger Capital $375,000; (ii) issue a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the Secured Convertible Bigger Note); (iii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the Convertible Bigger Note, and, together with the Secured Convertible Bigger Note, the Bigger Notes); and (iv) 5,332,889 shares of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an exercise price of $0.4348 per share (the Bigger Warrants). A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement. The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6. | 12 | | | Table of Contents | | The Secured Convertible Bigger Note The Secured Convertible Bigger Note accrues interest on the unpaid principal amount therein at the rate of nine percent (9%) per annum from January 20, 2025 until the earlier to occur of (i) the date such unpaid principal amount is paid in full, or (ii) the date such unpaid principal amount is converted into shares of the Companys common stock, in accordance with the terms hereof, and shall be computed on the basis of a 360-day year for the actual number of days elapsed. Interest accruing hereunder shall be paid either in cash or in shares of the common stock. At the option of its holder, the holder of the Secured Convertible Bigger Note may convert all or any portion of the outstanding principal amount of the Secured Convertible Bigger Note plus accrued and unpaid interest thereon, for a number of shares of common stock of the Company equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of the Secured Convertible Bigger Note plus the accrued and unpaid interest thereon being converted by the Secured Convertible Bigger Note Conversion Price (as defined below) as of the applicable conversion date. Secured Convertible Bigger Note Conversion Price means the lesser of (i) $0.5435 per share and (ii) the closing price of the Companys common stock, as reflected on Nasdaq.com, immediately preceding the date of Stockholder Approval (as defined below), subject to adjustment as provided in the Secured Convertible Bigger Note. Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the stockholders of the Company with respect to the transactions contemplated under the Secured Convertible Bigger Note and the other Transaction Documents (as defined in the Secured Convertible Bigger Note), including, without limitation, the issuance of all of the shares of common stock issuable thereunder, including in an amount that would, when aggregated with (i) the number of shares issued upon any prior conversions of the Convertible Bigger Note, and (ii) the number of shares issued upon any prior exercises of the Bigger Warrant, exceed 19.99% of the issued and outstanding Common Stock on January 20, 2025, at a price less than the market value of the Companys common stock on January 20, 2025. The Convertible Bigger Note Interest shall accrue on the unpaid principal amount of the Convertible Bigger Note at the rate of nine percent (9%) per annum from January 20, 2025 until the earlier to occur of (i) the date such unpaid principal amount is paid in full, (ii) the date such unpaid principal amount is converted into shares of the Companys common stock, in accordance with the terms of the Convertible Bigger Note, or (iii) the date the Company otherwise satisfies its Repayment Obligation (as defined in Convertible Bigger Note) in respect of such outstanding principal amount via an Alternative Payment Method (as defined in Convertible Bigger Note). Upon the maturity date of the Convertible Bigger Note, at the Companys discretion, the Company will have the option to either (i) repay the Convertible Bigger Note in full including any accrued interest, (ii) issue a $2,000,000 SAFE Note, or (iii) a $4.5 million convertible note bearing a 9% interest rate, maturing on December 31, 2027 (the Replacement Bigger Note). The form of the Replacement Bigger Note is filed herein as Exhibit 4.8. At the option of its holder, the holder of the Convertible Bigger Note may convert all or any portion of the outstanding principal amount of the Convertible Bigger Note plus accrued and unpaid interest thereon, for a number of shares of common stock of the Company equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of the Convertible Bigger Note plus the accrued and unpaid interest thereon being converted by the Convertible Bigger Note Conversion Price (as defined below) as of the applicable conversion date. | 13 | | | Table of Contents | | Convertible Bigger Note Conversion Price means $0.5435 per share, subject to adjustment as provided under the Convertible Bigger Note. The Bigger Warrants Pursuant to the Bigger Settlement Agreement, the Company agreed to exchange the 1,650,050 warrants held by Bigger Capital for a total of 5,332,889 warrants exercisable for $0.43 (the latter warrants, the Bigger Warrants). The Bigger Warrants contain customary adjustment provisions and representation and warranties. The Bigger Warrants are exercisable for a five year period following their issuance date. The Bigger Warrants are filed herein as Exhibit 4.7. Registration Rights Pursuant to the Bigger Settlement Agreement, the Company shall promptly file a registration statement for shares of the Companys Common Stock equal to 150% of the shares initially issuable upon exercise of the Bigger Notes (the Registrable Bigger Securities), which filing shall be no later than ten (10) business days after the execution of the Settlement Agreement. The Company shall diligently take all steps necessary for the registration statement to become effective as soon as practicable and shall thereafter maintain the registration statement until the Registrable Bigger Securities are sold. Upon receiving notification from the SEC that either the registration statement relating to the Registrable Bigger Securities have received a no review from the SEC or that the SEC has no additional comments to the registration statement, the Company will take all action necessary to ensure that the registration statement has been declared effective within two business days of either such notification. **Settlement Agreement with Intracoastal Capital, LLC** On January 14, 2025, the Company entered into the Intracoastal Settlement Agreement with Intracoastal Capital. In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 655967/2023. Pursuant to the Intracoastal Settlement Agreement, the Company agreed to issue to Intracoastal Capital the following: (i) shares of the Companys common stock with a value of $875,000, as set forth below (the Intracoastal Settlement Shares) and (ii) a settlement payment of $175,000. The number of Intracoastal Settlement Shares shall be the greater of the Initial Share Amount (as defined below) or the Adjusted Share Amount (as defined below). Adjusted Share Price means the lesser of (i) the volume weighted average price of the Company on the five trading days prior to the day that the registration statement registering the Intracoastal Settlement Shares becomes effective or (ii) the closing price for the Company on the day prior to such registration statement becomes effective. In such event, the Company shall deliver within two (2) business days additional shares of common stock so that Intracoastal Capital receives, in total, an amount equal to 875,000 divided by the Adjusted Share Price. Initial Share Amount means an amount equal to 875,000 divided by the Initial Share Price. The Initial Share Amount shall be subject to adjustment if the Adjusted Share Price is lower than the Initial Share Price. Initial Share Price means the lesser of the volume weighted average price for the Company, as reported on the Nasdaq, on the five trading days prior to the execution of the Intracoastal Settlement Agreement, or (ii) the closing price of the Company, as reported on the Nasdaq on the day prior to the execution of the Intracoastal Settlement Agreement. The Intracoastal Settlement Agreement is filed herein as Exhibit 10.33. **Consulting Agreement with Blue Capital S.A., LLC** On January 18, 2025, the Company entered into a Consulting Agreement with Blue Capital S.A., LLC., a United Arab Emirates limited company (Blue Capital) pursuant to which Blue Capital shall provide the Company with services as stated therein, for a period of five (5) year term commencing on February 1, 2025. The Company shall issue to Blue Capital 4,545,454 options to purchase shares of the Companys common stock, par value $0.001 (the Common Stock) at $0.44 per shares (the Blue Capital Options). The Blue Capital Options shall vest in equal quarterly installments such that 2,272,727 Options shall vest on August 1, 2025, and 2,272,727 Blue Capital Options shall vest on February 1, 2026. The Consulting Agreement with Blue Capital is filed as Exhibit 10.34. | 14 | | | Table of Contents | | **January 2025 PIPE Investment** On January 17, 2025, the Company entered into a Securities Purchase Agreement with one accredited investor for the purchase of 2,277,389 shares for gross proceeds of $1,000,000 at a price of $0.4391 per share, which reflects a 20% discount from the closing price of the common stock on January 14, 2025. The Securities Purchase Agreement is filed herein as Exhibit 10.35. **Intellectual Property** As of the date hereof, the Company owns five patents, including the patent (US 9,186,350 B2) and patent (US 10,028,991 B2) for the composition of the Sure Shot Dietary Supplement used for minimizing the harmful effects associated with alcohol consumption by supporting the metabolism of alcohol. US 9,186,350 B2 (the 350 Patent), relates to an early version of the Sure Shot Dietary Supplement and is owned by the Company. The 350 Patent is a utility patent that covers the United States jurisdiction and expired on December 25, 2023. US 10,028,991 B2 (the 991 Patent) is a continuation of the 350 Patent and relates to the Sure Shot Dietary Supplement and is owned by the Company. The 991 Patent is a utility patent that covers the United States jurisdiction and expires on November 5, 2035. In and around September of 2024, the Company received a Notice of Allowance for a new patent U.S. Patent Application No. 18/395,565 that relates to current version of the Sure Shot Dietary Supplement. On December 3, 2024, U.S. Patent No. 12,156,878 (formerly U.S. Patent Application No. 18/395,656) was granted. This patent is a utility patent and covers the United States jurisdiction. The Company owns three additional patents that relate to legacy products that the Company neither currently sells nor has any plans to sell in the future. **Government Regulation** **The Sure Shot Dietary Supplement:** The production, distribution and sale in the United States of the Sure Shot Dietary Supplement is subject to various U.S. federal, state and local regulations, including but not limited to: the Federal Food, Drug and Cosmetic Act (FD&C Act); the Occupational Safety and Health Act and various state laws and regulations governing workplace health and safety; various environmental statutes; the Safe Drinking Water and Toxic Enforcement Act of 1986 (California Proposition 65); data privacy and personal data protection laws and regulations, including the California Consumer Privacy Act of 2018 (as modified by the California Privacy Rights Act) and a number of other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, marketing, labeling, packaging, and ingredients of the Sure Shot Dietary Supplement. We also may in the future be affected by other existing, proposed and potential future regulations or regulatory actions, including those described below, any of which could adversely affect our business, financial condition and results of operations. Furthermore, legislation and regulation may be introduced in the United States at the federal, state, municipal and supranational level in respect of each of the subject areas discussed below. Public health officials and health advocates are increasingly focused on the public health consequences associated with obesity and alcohol consumption, especially as they may affect children, and are seeking legislative change to reduce the consumption of sweetened and alcohol beverages. | 15 | | | Table of Contents | | We are subject to a number of regulations applicable to the formulation, labeling, packaging, and advertising (including promotional campaigns) of our products. In California, we are subject to California Proposition 65, a law which requires that a specified warning be provided before exposing California consumers to any product that contains in excess of threshold amounts of a substance listed by California as having been found to cause cancer or reproductive toxicity. California Proposition 65 does not require a warning if the manufacturer of a product can demonstrate that the use of the product in question exposes consumers to an average daily quantity of a listed substance that is below that threshold amount, which is determined either by scientific criteria set forth in applicable regulations or via a safe harbor threshold that may be established by the state, or the substance is naturally occurring, or is subject to another applicable exception. As of the date of this registration statement, we are not required to put a warning label on our products and our products are perfluoroalkyl and polyfluoroalkyl substances (PFAS) free. We are unable to predict whether a component found in our product might be added to the California list in the future. Furthermore, we are also unable to predict when or whether the increasing sensitivity of detection methodology may become applicable under this law and related regulations as they currently exist, or as they may be amended. If we are required to add warning labels to any of our products or place warnings in certain locations where our products are sold, it will be difficult to predict whether, or to what extent, such a warning would have an adverse impact on sales of our products in those locations or elsewhere. In addition, there has been increasing regulatory activity globally regarding constituents in packaging materials, including PFAS. Regardless of whether perceived health consequences of these constituents are justified, such regulatory activity could result in additional government regulations that impact the packaging of our beverages. In addition, the U.S. Food and Drug Administration (the FDA) has regulations with respect to serving size information and nutrition labeling on food and beverage products, including a requirement to disclose the amount of added sugars in such products and regulations about whether a product qualifies as a drug. Further, the U.S. Department of Agriculture promulgated regulations requiring that, by January 1, 2022, the labels of certain bioengineered foods include a disclosure that the food is bioengineered. These regulations may impact, reduce and/or otherwise affect the purchase and consumption of our products by consumers. All ingredients in the Sure Shot Dietary Supplement are deemed Generally Recognized as Safe (GRAS) and align with FDA standards, permitting their inclusion in supplements. In the event that the FDA or any governmental agency identifies an ingredient or aspect of our product as unsafe, we commit to promptly withdrawing that component in accordance with regulatory directives. From a product and sales perspective, there are no impediments or concerns raised by any governmental agency. It is essential to note that the Sure Shot Dietary Supplement is classified as a dietary supplement, exempt from the approval or filing requirements mandated for pharmaceutical drugs by the FDA or other regulatory authorities. **Employees** As of this prospectus, we had ten full-time employees. We believe our relations with our employees to be good. **Corporate Information** Bonk, Inc. was originally incorporated in the State of Delaware under the name CBD Brands, Inc. on October 24, 2018 and subsequently changed its name to Jupiter Wellness, Inc. on May 22, 2020, Safety Shot, Inc. on September 11, 2023, and Bonk, Inc. on October 8, 2025. Our common stock is listed on the Nasdaq Capital Market under the symbol BNKK. Our principal business address is 18801 N Thompson Peak Pkwy Ste 380, Scottsdale, AZ 85255, our telephone number is (561) 244-7100, and our website is www.bonkinc.com. Information contained on, or available through, our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus. **ITEM 1A. RISK FACTORS** **** **Risks Related to Our Business** **** **Risks Related to Our BONK Holdings and Treasury Strategy** **The BONK token is a highly volatile asset, and fluctuations in the price of the BONK token are likely to affect our financial results and the market price of our listed securities.** The BONK token is a highly volatile asset, and fluctuations in the price of the BONK token are likely to continue to affect our financial results and the market price of our listed securities. Our financial results and the market price of our listed securities would be adversely affected, and our business and financial condition would be negatively impacted, if the price of BONK tokens decreased substantially, including, but not limited to, as a result of: | | decreased user and investor confidence in the BONK token, including due to the various factors described herein and many of which are outside of our direct control; | | | 16 | | | Table of Contents | | | | investment and trading activities, such as (i) trading activities of highly active retail and institutional users and investors, and (ii) actual or expected significant dispositions of BONK tokens by large holders, including the expected liquidation of digital assets associated with entities that have filed for bankruptcy protection and the transfer and sale of BONK tokens associated with significant hacks, seizures, or forfeitures; | | | | negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, BONKBONK blockchain, BONK tokens or the broader digital assets industry, for example, (i) public perception that blockchains can be used as a platform to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities, such as the purported use of digital assets by Hamas to fund its terrorist attack against Israel in October 2023, (ii) expected or pending civil, criminal, regulatory enforcement or other high profile actions against major participants in the BONK ecosystem, if any, and (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates; | | | | changes in consumer preferences and the perceived value or prospects of the BONK token; | | | | competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics, that are backed by governments, including the U.S. government, or reserves of fiat currencies, or that represent ownership or security interests in physical assets; | | | | decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for BONK token purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of BONK tokens or adversely affect investor confidence in digital assets generally; | | | | developments relating to the BONK protocol, including (i) changes to the BONK protocol that impact its security, speed, scalability, usability, or value, such as changes to the cryptographic security protocol underpinning the BONK blockchain, changes to the maximum number of BONK tokens outstanding, changes to the mutability of transactions, changes relating to the size of blockchain blocks, and similar changes, (ii) failures to make upgrades to the BONK protocol to adapt to security, technological, legal or other challenges, and (iii) changes to the BONK protocol that introduce software bugs, security risks or other elements that adversely affect BONK tokens; | | | | disruptions, failures, unavailability, or interruptions in service of trading venues for BONK tokens, such as, for example, the announcement by the digital asset exchange FTX Trading that it would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy protection and the SEC enforcement action brought against Binance Holdings Ltd., which initially sought to freeze all of its assets during the pendency of the enforcement action and has since resulted in Binance discontinuing all fiat deposits and withdrawals in the U.S.; | | | | the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in 2022, the ordered liquidation of the digital asset investment fund Three Arrows Capital in 2022, the announced liquidation of Silvergate Bank in 2023, the government-mandated closure and sale of Signature Bank in 2023, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by the Nevada Department of Business and Industry in 2023, and the exit of Binance from the U.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies; | | | 17 | | | Table of Contents | | | | regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of BONK tokens, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry; | | | | transaction congestion and fees associated with processing transactions on the BONK network; | | | | macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations; | | | | developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the BONK blockchain becoming insecure or ineffective; and | | | | changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic sanctions adopted in response to the conflict, and the broadening of the Israel-Hamas conflict to other countries in the Middle East. | | Most importantly, our BONK treasury strategy has not been tested over an extended period of time or under different market conditions. Although we are and will be continually examining the risks and rewards of our BONK treasury strategy, if BONK token prices were to decrease or our BONK treasury strategy otherwise proves unsuccessful, the Companys financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted. **The BONK token and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.** The BONK token and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of the BONK token or the ability of individuals or institutions (including the Company) to own or transfer BONK tokens. The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of the BONK token or the ability of individuals or institutions (including the Company) to own or transfer BONK tokens. For example, within the past several years: | | President Trump signed an executive order instructing a working group comprised of representatives from key federal agencies to evaluate measures that can be taken to provide regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries; | | | | the European Union adopted the Markets in Crypto Assets Regulation, a comprehensive digital asset regulatory framework for the issuance and use of digital assets; | | | | in March 2023, the SEC brought a civil action alleging, among other claims, that certain contests, giveaways, and secondary market trading involving TRX tokens in 2018 and 2019 constituted unregistered securities offerings, even if there is no claim in this action, which has been stayed since February 205, that the TRX token is itself a security; | | | 18 | | | Table of Contents | | | | in June 2023, the SEC filed complaints against Binance Holdings Ltd. and Coinbase, Inc., and their respective affiliated entities, relating to, among other claims, that each party was operating as an unregistered securities exchange, broker, dealer, and clearing agency; | | | | in June 2023, the United Kingdom adopted and implemented the Financial Services and Markets Act 2023 (FSMA 2023), which regulates market activities in cryptoassets; | | | | in November 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among other claims, that Krakens crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and clearing agency; | | | | in November 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S. Department of Justice, CFTC, the U.S. Department of Treasurys Office of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United States; and | | | | in China, the Peoples Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal within the country. | | It is not possible to predict whether, or when, new laws will be enacted that change the legal framework governing digital assets or provide additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations, might impact the value of digital assets generally and BONK tokens specifically. The consequences of any new law or regulation relating to digital assets and digital asset activities could adversely affect the market price of BONK tokens, as well as our ability to hold or transact in BONK tokens, and in turn adversely affect the market price of our listed securities. Moreover, the risks of engaging in a BONK treasury strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future, or at all. The growth of the digital assets industry in general, and the use and acceptance of the BONK token in particular, may also impact the price of the BONK token and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of BONK tokens may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to BONK tokens, institutional demand for BONK tokens as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for BONK tokens as means of payment, and the availability and popularity of alternatives to the BONK token. Even if growth in BONK token demand and adoption occurs in the near or medium-term, there is no assurance that BONK token usage will grow over the long-term, or at all. Because the BONK token has no physical existence beyond the record of transactions on the BONK blockchain, a variety of technical factors related to the BONK blockchain could also impact the price of the BONK token. For example, malicious attacks by hackers, hard forks of the BONK token blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the BONK blockchain and negatively affect the price of the BONK token. The liquidity of the BONK token may also be reduced and damage to the public perception of the BONK token may occur, if financial institutions were to deny or limit banking services to businesses that hold BONK tokens, provide BONK token-related services or accept the BONK token as payment, which could also decrease the price of the BONK token. Actions by U.S. banking regulators, such as the February 2023 of the Interagency Liquidity Risk Statement, which cautioned banks on contagion risks posed by providing services to digital assets customers, and similar actions, have in the past resulted in or contributed to reductions in access to banking services for cryptocurrency-related customers and service providers, or the willingness of traditional financial institution to participate in markets for digital assets. The liquidity of the BONK token may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for BONK tokens and other digital assets. | 19 | | | Table of Contents | | **A significant decrease in the market value of our BONK token holdings could adversely affect our ability to satisfy our financial obligations.** For the year ended December 31, 2024, dietary supplement business did not generate positive cash flow from operations. If our dietary supplement business does not generate cash flow in future periods sufficient to satisfy our financial obligations, including our debt and cash dividend obligations, we intend to fund our obligations using cash flow generated by equity or debt financings. Our ability to achieve the objectives of our BONK treasury strategy depends in significant part on our ability to obtain equity and debt financing. If we are unable to obtain equity or debt financing on favorable terms or at all, we may not be able to successfully execute on our BONK treasury strategy. Our ability to obtain equity or debt financing may in turn depend on, among other factors, our BONK treasury strategy and the value of our BONK token holdings, investor sentiment and the general public perception of BONK tokens, our strategy and our value proposition. Accordingly, a significant decline in the market value of our BONK token holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to satisfy our financial obligations, including our debt and cash dividend obligations. These risks could materialize at times when the BONK token is trading below its carrying value on our most recent balance sheet or our cost basis. As BONK tokens constitute the vast bulk of assets on our balance sheet, if we are unable to secure equity or debt financing in a timely manner, on favorable terms, or at all, we may be required to sell BONK tokens to satisfy these obligations. Any such sale of BONK token may have a material adverse effect on our operating results and financial condition, and could impair our ability to secure additional equity or debt financing in the future. Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our BONK tokens in amounts and at prices sufficient to satisfy our financial obligations, including our debt service and cash dividend obligations, could cause us to default under such obligations. Any default on our current or future indebtedness or preferred stock may have a material adverse effect on our financial condition. **Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our BONK token holdings.** Given that we have only started adopting the BONK treasury strategy since August 2025, our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of BONK tokens. The price of the BONK token has historically been subject to dramatic price fluctuations and is highly volatile. Our BONK token holdings are expected to significantly affect our financial results and if we continue to increase our overall holdings of BONK tokens in the future, they will have an even greater impact on our financial results and the market price of our listed securities. Going forward, we will evaluate and adopt appropriate accounting standards and policies for the preparation of our financial statements, in particular to areas relating to our BONK token holdings. **Our BONK treasury strategy subjects us to enhanced regulatory oversight.** There has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While we have implemented and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our BONK tokens through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our BONK tokens from bad actors that have used BONK tokens to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in BONK tokens by us may be restricted or prohibited. | 20 | | | Table of Contents | | We may incur indebtedness or enter into other financial instruments in the future that may be collateralized by our BONK token holdings. We may also consider pursuing strategies to create income streams or otherwise generate funds using our BONK token holdings. These types of BONK token-related transactions are the subject of enhanced regulatory oversight. These and any other BONK token-related transactions we may enter into, beyond simply acquiring and holding BONK tokens, may subject us to additional regulatory compliance requirements and scrutiny, including under federal and state money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations. Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX, one of the worlds largest cryptocurrency exchanges, in November 2022. While the financial and regulatory fallout from FTXs collapse did not directly impact our business, financial condition or corporate assets, the FTX collapse may have increased regulatory focus on the digital assets industry. Increased enforcement activity and changes in the regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting BONK tokens, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant costs or significantly limit our ability to hold and transact in BONK tokens. In addition, private actors that are wary of the BONK token or the regulatory concerns associated with the BONK token have in the past taken and may in the future take further actions that may have an adverse effect on our business or the market price of our listed securities. **Due to the unregulated nature and lack of transparency surrounding the operations of many BONK token trading venues, BONK token trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in BONK token trading venues and adversely affect the value of our BONK token.** BONK token trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many BONK token trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in BONK token trading venues, including prominent exchanges that handle a significant volume of BONK token trading and/or are subject to regulatory oversight, in the event one or more BONK token trading venues cease or pause for a prolonged period the trading of BONK token or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems. **The concentration of our BONK token holdings enhances the risks inherent in our BONK treasury strategy.** The vast majority of our assets are concentrated in our BONK token holdings. As of September 25, 2025, we held approximately 2236741655211.26 BONK tokens, and we intend to purchase additional BONK tokens and increase our overall holdings of BONK tokens in the future. The concentration of our BONK token holdings limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in our BONK treasury strategy. **The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of BONK tokens and adversely affect our business.** As a result of our BONK treasury strategy, our assets are concentrated in our BONK token holdings. Accordingly, the emergence or growth of digital assets other than the BONK token (such as Bitcoin and Ethereum) may have a material adverse effect on our financial condition. Other alternative digital assets that compete with the BONK token in certain ways include stablecoins, which are designed to maintain a constant price because of, for instance, their issuers promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. Stablecoins have grown rapidly as a medium of exchange and store of value, particularly on digital asset trading platforms. As of December 31, 2024, two of the eight largest digital assets by market capitalization were U.S. dollar-pegged stablecoins. | 21 | | | Table of Contents | | Additionally, the introduction of a government-issued digital currency could eliminate or reduce the need or demand for private-sector issued cryptocurrencies or significantly limit their utility. National governments around the world could introduce central bank digital currencies, which could in turn limit the size of the market opportunity for cryptocurrencies, including BONK tokens. **Our BONK token holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.** The BONK tokens are mainly traded on centralized and decentralized cryptocurrency exchange platforms. During times of market instability, we may not be able to sell our BONK tokens at favorable prices or at all. As a result, our BONK token holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. Further, BONK tokens we hold and transact with our trade execution partners do not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Moreover, BONK tokens may be staked on various platforms, including centralized cryptocurrency exchanges, or directly on decentralized platforms. Staking is a crypto-related process that allows network participants to earn rewards by locking their tokens in wallets. The Staked BONK tokens in our treasury wallet account are currently staked on FalconX, a decentralized finance (DeFi) protocol, in exchange for Staked BONK tokens. BONK token is a derivative token that represents the staked BONK tokens, which can automatically generate yield for the token holders. While staking can generate yields and rewards, there are inherent risks such as (i) smart contract risk any vulnerabilities of the smart contract may potentially lead to loss of funds, and the redemption of staked tokens which is governed by smart contract may be modified by the operator, (ii) interest rate fluctuations rates can change rapidly based on market conditions, and therefore the amount of yields or rewards is not guaranteed, and (iii) liquidity risk it may take days or even weeks to release BONK tokens from staking. Other than yields and rewards generated from staking of the BONK tokens, the BONK token itself does not pay interest or other returns and we can only generate cash from our BONK token holdings if we sell our BONK tokens or implement strategies to create income streams or otherwise generate cash by using our BONK token holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our BONK token holdings, and any such strategies may subject us to additional risks. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered BONK tokens or otherwise generate funds using our BONK token holdings, including in particular during times of market instability or when the price of BONK tokens has declined significantly. If we are unable to sell our BONK tokens, enter into additional capital raising transactions, including capital raising transactions using BONK tokens as collateral, or otherwise generate funds using our BONK token holdings, or if we are forced to sell our BONK tokens at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted. **We face risks relating to the security of the wallets holding our BONK tokens, including the loss or destruction of private keys required to access our BONK tokens and cyberattacks or other data loss relating to our BONK tokens.** BONK tokens are controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which a BONK token is held. While the BONK blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the BONK tokens held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, we will not be able to access the BONK tokens held in the related digital wallet. Furthermore, we cannot provide assurance that our digital wallets will not be compromised as a result of a cyberattack. BONK blockchain and BONK token, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in: | | | a partial or total loss of our BONK tokens; | | | | | harm to our reputation and brand; | | | | | improper disclosure of data and violations of applicable data privacy and other laws; or | | | | | significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure. | | | 22 | | | Table of Contents | | Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader BONK blockchain ecosystem or in the use of the BONK network to conduct financial transactions, which could negatively impact us. Attacks upon systems across a variety of industries are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements since the onset of the COVID-19 pandemic. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the digital asset industry, including third-party services on which we rely, could materially and adversely affect our business. **Absent federal regulations, there is a possibility that the BONK token may be classified as a security. Any classification of the BONK token as a security would subject us to additional regulation and could materially impact the operation of our business.** Our assets are concentrated in our BONK token holdings. While neither the SEC nor any other U.S. federal or state regulator has publicly stated whether they agree that the BONK token is a security, if the BONK token is determined to be a security in the future, it could lead to our classification as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act), which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our BONK treasury strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business. While (for the reasons discussed below) we believe that BONK token is not a security within the meaning of the U.S. federal securities laws, and registration of the Company under the Investment Company Act is therefore not required under the applicable securities laws, we acknowledge that a regulatory body or federal court may determine otherwise. Our belief, even if reasonable under the circumstances, would not preclude legal or regulatory action based on such a finding that BONK token is a security which would require us to register as an investment company under the Investment Company Act. We have also adapted our process for analyzing the U.S. federal securities law status of the BONK token and other cryptocurrencies over time, as guidance and case law have evolved. As part of our U.S. federal securities law analytical process, we take into account a number of factors, including the various definitions of security under U.S. federal securities laws and federal court decisions interpreting the elements of these definitions, such as the U.S. Supreme Courts decisions in the *Howey* and *Reves* cases, as well as court rulings, reports, orders, press releases, public statements, and speeches by the SEC Commissioners and SEC Staff providing guidance on when a digital asset or a transaction to which a digital asset may relate may be a security for purposes of U.S. federal securities laws. Our position that BONK token is not a security is premised, among other reasons, on our conclusion that the BONK token does not meet the elements of the *Howey* test. Among the reasons for our conclusion that the BONK token is not a security is that holders of BONK tokens do not have a reasonable expectation of profits from our efforts in respect of their holding of BONK tokens. Also, BONK token ownership does not convey the right to receive any interest, rewards, or other returns. | 23 | | | Table of Contents | | We acknowledge, however, that the SEC, a federal court or another relevant entity could take a different view. Application of securities laws to the specific facts and circumstances of digital assets is complex and subject to change. Our conclusion, even if reasonable under the circumstances, would not preclude legal or regulatory action based on a finding that the BONK token, or any other digital asset we might hold, is a security. As such, we are at risk of enforcement proceedings against us, which could result in potential injunctions, cease-and-desist orders, fines, and penalties if the BONK token was determined to be a security by a regulatory body or a court. Such developments could subject us to fines, penalties, and other damages, and adversely affect our business, results of operations, financial condition, and prospects. Under Sections 3(a)(1)(A) and (C) of the Investment Company Act, a company generally will be deemed to be an investment company if it (i) is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities, or (ii) engages, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) on an unconsolidated basis. Rule 3a-1 under the Investment Company Act generally provides that notwithstanding the Section 3(a)(1)(C) test described in clause (ii) above, an entity will not be deemed to be an investment company for purposes of the Investment Company Act if no more than 45% of the value of its assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees securities companies, securities issued by qualifying majority owned subsidiaries of such entity, and securities issued by qualifying companies that are controlled primarily by such entity. We do not believe that we are an investment company as such term is defined in either Section 3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act. With respect to Section 3(a)(1)(A), following the Series C PIPE Offering, our ownership or holding of BONK tokens is well in excess of 40% of our total assets . Since we believe that the BONK token is not an investment security, we do not hold ourselves out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting, or trading in securities within the meaning of Section 3(a)(1)(A) of the Investment Company Act. With respect to Section 3(a)(1)(C), we believe we satisfy the elements of Rule 3a-1 and therefore are deemed not to be an investment company under, and we intend to conduct our operations such that we will not be deemed an investment company under, Section 3(a)(1)(C). We believe that we are not an investment company pursuant to Rule 3a-1 under the Investment Company Act because, on a consolidated basis with respect to wholly-owned subsidiaries but otherwise on an unconsolidated basis, no more than 45% of the value of the Companys total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of the Companys net income after taxes (for the last four fiscal quarters combined) is derived from, securities other than U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees securities companies, securities issued by qualifying majority owned subsidiaries of the Company, and securities issued by qualifying companies that are controlled primarily by the Company. BONK tokens and other digital assets, as well as new business models and transactions enabled by blockchain technologies, present novel interpretive questions under the Investment Company Act. There is a risk that assets or arrangements that we have concluded are not securities could be deemed to be securities by the SEC or another authority for purposes of the Investment Company Act, which would increase the percentage of securities held by us for Investment Company Act purposes. The SEC has requested information from a number of participants in the digital assets ecosystem, regarding the potential application of the Investment Company Act to their businesses. For example, in an action unrelated to the Company, in February 2022, the SEC issued a cease-and-desist order under the Investment Company Act to BlockFi Lending LLC, in which the SEC alleged that BlockFi was operating as an unregistered investment company because it issued securities and also held more than 40% of its total assets, excluding | 24 | | | Table of Contents | | If we were deemed to be an investment company, Rule 3a-2 under the Investment Company Act is a safe harbor that provides a one-year grace period for transient investment companies that have a bona fide intent to be engaged primarily, as soon as is reasonably possible (in any event by the termination of such one-year period), in a business other than that of investing, reinvesting, owning, holding, or trading in securities, with such intent evidenced by the companys business activities and an appropriate resolution of its board of directors. The grace period is available not more than once every three years and runs from the earlier of (i) the date on which the issuer owns securities and/or cash having a value exceeding 50% of the issuers total assets on either a consolidated or unconsolidated basis or (ii) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuers total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Accordingly, the grace period may not be available at the time that we seek to rely on Rule 3a-2; however, Rule 3a-2 is a safe harbor and we may rely on any exemption or exclusion from investment company status available to us under the Investment Company Act at any given time. Furthermore, reliance on Rule 3a-2, Section 3(a)(1)(C), or Rule 3a-1 could require us to take actions to dispose of securities, limit our ability to make certain investments or enter into joint ventures, or otherwise limit or change our service offerings and operations. If we were to be deemed an investment company in the future, restrictions imposed by the Investment Company Act (including limitations on our ability to issue different classes of stock and equity compensation to directors, officers, and employees and restrictions on management, operations, and transactions with affiliated persons) likely would make it impractical for us to continue our business as contemplated, and could have a material adverse effect on our business, results of operations, financial condition, and prospects. **We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.** Mutual funds, ETFs and their directors and management are subject to extensive regulation as investment companies and investment advisers under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our BONK treasury strategy, our use of leverage, the manner in which our BONK tokens are custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although a significant change to our BONK treasury strategy would require the approval of our Board, no shareholder or regulatory approval would be necessary. Consequently, our Board has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our BONK token holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding BONK tokens. **Our BONK treasury strategy exposes us to risk of non-performance by counterparties.** Our BONK treasury strategy exposes us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterpartys financial condition and liquidity or for any other reason. For example, our execution partners, or other counterparties might fail to perform in accordance with the terms of our agreements with them, which could result in a loss of BONK tokens, a loss of the opportunity to generate funds, or other losses. If we pursue any strategies to create income streams or otherwise generate funds using our BONK token holdings, we would become subject to additional counterparty risks. Any significant non-performance by counterparties could have a material adverse effect on our business, prospects, financial condition, and operating results. Further, the broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of BONK tokens. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital assets. Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of our BONK tokens, nor have such events adversely impacted our access to our BONK tokens, they have, in the short-term, likely negatively impacted the adoption rate and use of the BONK tokens. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of the BONK token, limit the availability to us of financing collateralized by BONK tokens, or create or expose additional counterparty risks. Changes in the accounting treatment of our BONK token holdings could have significant accounting impacts, including increasing the volatility of our results. | 25 | | | Table of Contents | | The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict. **If we are unable to keep up with rapid technological changes, our products may become obsolete.** **** The market for our products is characterized by significant and rapid change. Although we will continue to expand our product line capabilities to remain competitive, research and discoveries by others may make our processes, products, or brands less attractive or even obsolete. **Competition could adversely affect our business.** **** Our industry in general is competitive. It is possible that future competitors could enter our market, thereby causing us to lose market share and revenues. In addition, some of our current or future competitors may have significantly greater financial, technical, marketing, and other resources than we do or may have more experience or advantages in the markets in which we will compete that will allow them to offer lower prices or higher quality products. If we do not successfully compete with these competitors, we could fail to develop market share and our future business prospects could be adversely affected. **If we are unable to develop and maintain our brand and reputation for our product offerings, our business and prospects could be materially harmed.** **** Our business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets we serve. If problems with our products cause our customers to have a negative experience or failure or delay in the delivery of our products to our customers, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed. **We are subject to government regulation, and unfavorable changes could substantially harm our business and results of operations.** **** We are subject to general business regulations and laws as well as regulations and laws specifically governing our industries in the U.S. and other countries in which we operate. Uncertainty surrounding existing and future laws and regulations may impede our services and increase the cost of providing such services. These regulations and laws may cover taxation, tariffs, user pricing, distribution, consumer protection and the characteristics and quality of services. **We depend heavily on key personnel, and turnover of key senior management could harm our business.** **** Our future business and results of operations depend in significant part upon the continued contributions of our senior management personnel. If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled personnel as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key personnel in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future. We may not have written employment agreements with all of our senior management. We do not have any key person insurance. **Our products may not meet health and safety standards or could become contaminated.** **** We do not have control over all of the third parties involved in the manufacturing of our products and their compliance with government health and safety standards. Even if our products meet these standards, they could otherwise become contaminated. A failure to meet these standards or contamination could occur in our operations or those of our manufacturers, distributors or suppliers. This could result in expensive production interruptions, recalls and liability claims. Moreover, negative publicity could be generated from false, unfounded or nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial performance. | 26 | | | Table of Contents | | **The sale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses.** **** We face an inherent risk of exposure to product liability claims if the use of our products results in, or is believed to have resulted in, illness or injury. Our products contain combinations of ingredients, and there is little long-term experience with the effect of these combinations. In addition, interactions of these products with other products, prescription medicines and over-the-counter treatments have not been fully explored or understood and may have unintended consequences. Any product liability claim may increase our costs and adversely affect our revenue and operating income. Moreover, liability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles and may make it more difficult to secure adequate insurance coverage in the future. In addition, our product liability insurance may fail to cover future product liability claims, which, if adversely determined, could subject us to substantial monetary damages. **The success of our business will depend upon our ability to create and expand our brand awareness.** **** The markets we compete in, including the wellness drink market, sexual wellness and hair growth markets we intend to compete in, are highly competitive, with many well-known brands leading the industry. Our ability to compete effectively and generate revenue will be based upon our ability to create and expand awareness of our products distinct from those of our competitors. It is imperative that we are able to convey to consumers the benefits of our products. However, advertising and packaging and labeling of such products will be limited by various regulations. Our success will be dependent upon our ability to convey to consumers that our products are superior to those of our competitors. **We must develop and introduce new products to succeed.** **** Our industry is subject to rapid change. New products are constantly introduced to the market. Our ability to remain competitive depends in part on our ability to enhance existing products, to develop and manufacture new products in a timely and cost-effective manner, to accurately predict market transitions, and to effectively market our products. Our future financial results will depend to a great extent on the successful introduction of several new products. We cannot be certain that we will be successful in selecting, developing, manufacturing and marketing new products or in enhancing existing products. | | | The success of new product introductions depends on various factors, including, without limitation, the following: Successful sales and marketing efforts; | | | | | Timely delivery of new products; | | | | | Availability of raw materials; | | | | | Pricing of raw materials; | | | | | Regulatory allowance of the products; and | | | | | Customer acceptance of new products. | | **** **Adverse publicity associated with our products or ingredients, or those of similar companies, could adversely affect our sales and revenue.** **** Adverse publicity concerning any actual or purported failure by us to comply with applicable laws and regulations regarding any aspect of our business could have an adverse effect on our public perception. This, in turn, could negatively affect our ability to obtain financing, endorsers and attract distributors or retailers for our products, which would have a material adverse effect on our ability to generate sales and revenue. Our distributors and customers perception of the safety and quality of our products or even similar products distributed by others can be significantly influenced by national media attention, publicized scientific research or findings, product liability claims and other publicity concerning our products or similar products distributed by others. Adverse publicity, whether or not accurate, that associates consumption of our products or any similar products with illness or other adverse effects, will likely diminish the publics perception of our products. Claims that any products are ineffective, inappropriately labeled or have inaccurate instructions as to their use, could have a material adverse effect on the market demand for our products, including reducing our sales and revenue. | 27 | | | Table of Contents | | **** **If serious adverse or undesirable side effects are identified during the development of our product candidates, we may abandon or limit our development or commercialization of such product candidates.** **** If our product candidates are associated with undesirable side effects or have unexpected characteristics, we may need to abandon their development or limit development to certain uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective. If we elect or are forced to suspend or terminate any clinical trial with one of our product candidates, the commercial prospects of such product candidate will be harmed, and our ability to generate revenue from such product candidate will be delayed or eliminated. Any of these occurrences may harm our business, financial condition and prospects significantly. **If we experience delays or difficulties in the enrollment of subjects to our clinical trials, our ability to complete such trials will be adversely affected.** **** Identifying, screening and enrolling patients to participate in clinical trials of our product candidates is critical to our success, and we may not be able to identify, recruit, enroll and dose a sufficient number of patients with the required or desired characteristics to complete our clinical trials in a timely manner. The timing of our clinical trials depends on our ability to recruit patients to participate as well as to subsequently dose these patients and complete required follow-up periods. In particular, because our planned clinical trials may be focused on indications with relatively small patient populations, our ability to enroll eligible patients may be limited or may result in slower enrollment than we anticipate. In addition, we may experience enrollment delays related to increased or unforeseen legal and logistical requirements at certain clinical trial sites. These delays could be caused by reviews by contractual discussions with individual clinical trial sites. Any delays in enrolling and/or dosing patients in our planned clinical trials could result in increased costs, delays in advancing our product candidates, delays in testing the effectiveness of our product candidates or in termination of the clinical trials altogether. Participant enrollment may also be affected by other factors, including: | | | coordination with clinical research organizations to enroll and administer the clinical trials; | | | | | coordination and recruitment of collaborators and investigators at individual sites; | | | | | size of the participant population and process for identifying participants; | | | | | design of the clinical trial protocol; | | | | | eligibility and exclusion criteria; | | | | | perceived risks and benefits of the product candidates under study; | | | | | time of year in which the trials are initiated or conducted; | | | | | ability to obtain and maintain subject consents; | | | | | ability to enroll participants in a timely manner; | | | | | risk that enrolled subjects will drop out before completion of the trials; | | | | | proximity and availability of clinical trial sites for prospective participants; | | | | | ability to monitor subjects adequately during and after treatment. | | **** | 28 | | | Table of Contents | | **** **It is uncertain whether product liability insurance will be adequate to address product liability claims, or that insurance against such claims will be affordable or available on acceptable terms in the future.** **** Clinical research involves the testing of products on human volunteers pursuant to a clinical trial protocol. Such testing involves a risk of liability for personal injury to or death of patients due to, among other causes, adverse side effects, improper administration of the new product, or improper volunteer behavior. Claims may arise from patients, clinical trial volunteers, consumers, physicians, hospitals, companies, institutions, researchers, or others using, selling, or buying our products, as well as from governmental bodies. In addition, product liability and related risks are likely to increase over time, in particular upon the commercialization or marketing of any products by us or parties with which we enter into development, marketing, or distribution collaborations. Although we are contracting for general liability insurance in connection with our ongoing business, there can be no assurance that the amount and scope of such insurance coverage will be appropriate and sufficient in the event any claims arise, that we will be able to secure additional coverage should we attempt to do so, or that our insurers would not contest or refuse any attempt by us to collect on such insurance policies. Furthermore, there can be no assurance that suitable product liability insurance (at the clinical stage and/or commercial stage) will continue to be available on terms acceptable to us or at all, or that, if obtained, the insurance coverage will be appropriate and sufficient to cover any potential claims or liabilities. **If we are unable to establish relationships with licensees or collaborators to carry out sales, marketing, and distribution functions or to create effective marketing, sales, and distribution capabilities, we will be unable to market our products successfully.** **** Our business strategy may include out-licensing product candidates to or collaborating with larger firms with experience in marketing and selling pharmaceutical products. There can be no assurance that we will successfully be able to establish marketing, sales, or distribution relationships with any third-party, that such relationships, if established, will be successful, or that we will be successful in gaining market acceptance for any products we might develop. To the extent that we enter into any marketing, sales, or distribution arrangements with third parties, our product revenues per unit sold are expected to be lower than if we marketed, sold, and distributed our products directly, and any revenues we receive will depend upon the efforts of such third parties. If we are unable to establish such third-party marketing and sales relationships, or choose not to do so, we would have to establish in-house marketing and sales capabilities. To market any products directly, we would have to establish a marketing, sales, and distribution force that has technical expertise and could support a distribution capability. Competition in the dietary supplement industry for technically proficient marketing, sales, and distribution personnel is intense and attracting and retaining such personnel may significantly increase our costs. There can be no assurance that we will be able to establish internal marketing, sales, or distribution capabilities or that these capabilities will be sufficient to meet our needs. **Natural disasters and other events beyond our control could materially adversely affect us.** Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand for our services. **We have a limited operating history upon which investors can evaluate our future prospects.** We have a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business and prospects of the Company must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a newly established business and new industry. The risks include, but are not limited to, the possibility that we will not be able to develop functional and scalable products and services, or that although functional and scalable, our products and services will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products; that our competitors market a superior or equivalent product; that we are not able to upgrade and enhance our technologies and products to accommodate new features and expanded service offerings; or the failure to receive necessary regulatory clearances for our products. To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that we can successfully address these challenges. If it is unsuccessful, we and our business, financial condition and operating results could be materially and adversely affected. | 29 | | | Table of Contents | | The current and future expense levels are based largely on estimates of planned operations and future revenues rather than experience. It is difficult to accurately forecast future revenues because our business is new and our market has not been developed. If our forecasts prove incorrect, the business, operating results and financial condition of the Company may be materially and adversely affected. Moreover, we may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenues. As a result, any significant reduction in revenues may immediately and adversely affect our business, financial condition and operating results. **Our products and manufacturing activities are subject to extensive government regulation, and failure to comply with these laws and regulations, as they currently exist or as modified in the future, may increase our costs, limit or eliminate our ability to sell certain products, subject us or our suppliers to the risk of enforcement action, or otherwise adversely affect our business, results of operations and financial condition.** The manufacture, packaging, labeling, advertising, promotion, distribution, import, export and sale of our products are subject to regulation by numerous national and local governmental agencies in the United States and other countries, including but not limited to the U.S. Food and Drug Administration (FDA) and the Federal Trade Commission (FTC). Failure to comply with FDA regulatory requirements may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines, and criminal prosecutions. Any action of this type by the FDA could materially adversely affect our ability to market our products successfully. The manufacture of nutritional or dietary supplements and related products in the United States requires compliance with dietary supplement current Good Manufacturing Practice (GMP) regulations, which are based on the food-model GMP regulations, with additional requirements that are specific to dietary supplements. We believe the manufacturing processes for the Safety Shot Dietary Supplement substantially complies with the applicable dietary supplement GMP requirements. Nevertheless, any FDA action determining that such processes do not comply with dietary supplement GMPs could materially adversely affect our ability to manufacture and market the Sure Shot Dietary Supplement in the United States. In addition, the Dietary Supplement & Nonprescription Drug Consumer Protection Act requires dietary supplement manufacturers and distributors to notify the FDA when they receive reports of serious adverse events associated with their products that occur within the United States. Individual U.S. states also regulate nutritional supplements. A state may seek to interpret claims or products presumptively valid under federal law as illegal under that states regulations, or otherwise seek to create restrictions to access under state law. For example, during the 2026 legislative session, several states are considering bills that would restrict the sale of muscle building and/or weight management supplements to people over the age of 18. Government agencies, as well as legislative bodies, can change existing regulations, or impose new ones, or could take aggressive measures, causing or contributing to a variety of negative consequences, including: | | | requirements for the reformulation of products to meet new standards; | | | | | the recall or discontinuance of products; | | | | | additional record-keeping requirements; | | | | | expanded documentation of the properties of certain or all products; | | | | | expanded or different labeling or advertising for products; | | | | | expanded adverse event tracking and reporting requirements; and | | | | | additional scientific substantiation to support product claims. | | We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative orders, when and if promulgated, could have on our business, financial condition, or results of operations. **We are subject to government regulations of the processing, formulation, packaging, labeling and advertising of our wellness and dietary supplement products.** Under the Federal Food, Drug, and Cosmetic Act (the FD&C Act), companies that manufacture and distribute functional foods and dietary supplements, such as our Safety Shot Dietary Supplement and Yerbas plant-based beverages, are limited in the claims that they are permitted to make about nutritional support on the product label without FDA approval. Any failure by us to adhere to the labeling requirements could lead to the FDA requiring our products be repackaged and relabeled, which would have a material adverse effect on our business. In addition, companies are responsible for the accuracy and truthfulness of, and must have adequate scientific substantiation for, any nutritional or functional claims. These claims must be truthful and not misleading. Promotional claims about foods and dietary supplements also must not include statements that the product can diagnose, mitigate, treat, cure or prevent a specific disease or class of disease. | 30 | | | Table of Contents | | We believe we are able to market our Sure Shot Dietary Supplement and Yerbas plant-based beverage products in reliance on the self-affirmed Generally Recognized As Safe (GRAS) status of our formulations current ingredients. No governmental agency or other third party has made a determination as to whether or not the Sure Shot Dietary Supplement or Yerbas plant-based beverages have achieved GRAS status. We make this determination based on independent scientific opinions that the individual ingredients and formulation as a whole are not harmful under their intended conditions of use. If the FDA, another regulatory authority or other third party denied our self-affirmed GRAS status for the Sure Shot Dietary Supplement or Yerbas plant-based beverages, we could face significant penalties or be required to undergo the regulatory approval process in order to market our product, and our business, financial condition and results of operations will be adversely affected. We cannot guarantee that in such a situation the Sure Shot Dietary Supplement or Yerbas plant-based beverages would be approved. The processing, formulation, packaging, labeling and advertising of our products may also be subject to regulation by the FTC, the Environmental Protection Agency (EPA), and various agencies of the states and localities in which the products are sold. Any changes in the current regulatory environment could impose requirements that would limit our ability to market our supplement products and make bringing new products to market more expensive. In addition, the adoption of new regulations or changes in the interpretation of existing regulations may result in significant compliance costs or discontinuation of product sales and may adversely affect our business, financial condition and results of operations. While we have positioned the Sure Shot Dietary Supplement as a dietary supplement, it is possible that the FDA or a state regulatory agency could classify our product as a drug. If the Sure Shot Dietary Supplement is determined to be a drug, we would not be able to market it further without making significant changes to the product and labeling or going through the drug approval process, which would limit our ability to effectively market the product and would adversely affect our financial condition and results of operations. Additional clinical trials may be necessary in order to support any new drug approval for the Sure Shot Dietary Supplement, and clinical trials designed to support drug approval may be time consuming, expensive, and uncertain. If required, such additional studies may take years to complete, and we may never generate the necessary data or results required to obtain marketing authorization of Safety Shot Dietary Supplement as an over-the-counter drug product. Accordingly, there can be no assurances that any such drug approval, if required, could be obtained for the Sure Shot Dietary Supplement. If the FDA or a state regulatory agency ultimately determines the Sure Shot Dietary Supplement is a drug rather than a dietary supplement, the agency could claim that the product is misbranded and require that we recall, repackage and relabel the product and impose civil and/or criminal penalties. Any of these situations could adversely affect our business and operations, and any public actions taken by the FDA or other regulatory agency against us could lead to consumer complaints, civil lawsuits, retail customers terminating any supply agreements we may have with them, and significant reputational harms to the company. **Our failure to comply with applicable laws or regulations could result in substantial monetary penalties and could adversely affect our operating results.** In recent years, the marketing and labeling of functional foods and beverages and dietary supplements has brought increased risk that consumers will bring class action lawsuits and that the FTC and/or state attorneys general will bring legal action concerning the truth and accuracy of the marketing and labeling of such products, seek removal of such products from the marketplace, and/or impose fines and penalties. Our Sure Shot Dietary Supplement and Yerbas plant-based beverages products are marketed with express and implied statements relating to the ingredients or health and wellness related attributes, which may increase the potential risk of regulatory scrutiny over such claims. The lack of specific regulations or guidance on common supplement terms and statements used in product labeling has contributed to legal challenges against many supplement companies, and plaintiffs have commenced legal actions against several nutritional supplement companies, asserting false, misleading and deceptive advertising and labeling claims. In addition, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. Our failure to comply with applicable regulations could result in substantial monetary penalties, which would likely have a material adverse effect on our financial condition or results of operations. | 31 | | | Table of Contents | | Even when unmerited, class action lawsuits, action by the FTC or state attorneys general enforcement actions can be expensive to defend against and may adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image, which would likely have a material and adverse effect on our business, financial condition or results of operations. The number of private consumer class actions relating to false or deceptive advertising against nutritional supplement companies has increased in recent years. In addition, the FDA has aggressively enforced its regulations with respect to different types of product claims that may or may not be made for food or dietary supplement products. These events could interrupt the marketing and sales of our Sure Shot Dietary Supplement and Yerbas plant-based beverages products, severely damage our brand reputation and public image, increase our legal expenses, result in product recalls or litigation, and impede our ability to deliver our products in sufficient quantities or quality, which would likely result in a material adverse effect on our business, financial condition, results of operations and cash flows. **Congress and/or regulatory agencies may impose additional laws or regulations or change current laws or regulations, and state attorneys general may increase enforcement of existing or new laws, and compliance with new or changed governmental regulations, or any state attorney proceeding, could increase our costs significantly and materially and adversely affect our business, financial condition and results of operations.** From time to time, Congress, the FDA, the FTC, or other federal, state, local or foreign legislative and regulatory authorities may impose additional laws or regulations that apply to us, repeal laws or regulations that we consider favorable to us or impose more stringent interpretations of current laws or regulations. We are not able to predict the nature of such future laws, regulations, repeals or interpretations or to predict the effect that additional governmental regulation, when and if it occurs, would have on our business in the future. Those developments could require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, adverse event reporting or other new requirements. For example, in recent years, the FDA has issued warning letters to several dietary supplement companies alleging improper and unapproved drug claims regarding their products marketed for use as hangover cures or to prevent hangovers. If the FDA determines that we have disseminated inappropriate and unapproved drug claims for our Safety Shot Dietary Supplement, which we are positioning as a dietary supplement, we could receive a warning or untitled letter, be required to modify our product claims or take other actions to satisfy the FDA. Such a public warning or untitled letter from the FDA could harm our reputation and could lead to potential customer or consumer complaints or even civil lawsuits and other financial damages. While we would vigorously defend our company and the Safety Shot product line in such a situation, any developments of this nature could increase our costs significantly and would likely have a material adverse effect on our business, financial condition and results of operations. **Our reliance on third parties to manufacture and supply our products, including the Sure Shot Dietary Supplement and Yerbas plant-based beverages, may harm our business, financial condition and operating results.** We contract with third-party suppliers and manufacturers for the production of our products, including the Sure Shot Dietary Supplement. These third-party suppliers and manufacturers produce and, in most cases, pack our products according to formulations and specifications that have been developed by or in conjunction with our in-house product development team. Products manufactured by third-party suppliers at their facilities must also pass through quality control and assurance procedures to ensure they are manufactured in conformance with our specifications. We cannot assure you that our third-party contract manufacturers will continue to reliably supply products to us at the levels of quality, or the quantities, we require, and in compliance with our specifications or applicable laws, including under the FDAs dietary supplement GMP regulations and the FD&C Acts food safety provisions. Should our contract manufacturers experience quality issues or supply us with non-conforming products, we may need to terminate relationships or secure alternative suppliers. Identifying and obtaining acceptable replacement manufacturing sources, on a timely basis or at all, for FDA-regulated functional beverages and dietary supplement products is challenging. Additionally, any future need to transfer our third-party manufacturing business to another contract manufacturer could be expensive, time-consuming, result in delays in our production or shipping, reduce our net sales, damage our relationship with customers and damage our reputation in the marketplace. | 32 | | | Table of Contents | | **We rely on third parties to conduct clinical trials and most nonclinical studies of our products, including the Sure Shot Dietary Supplement. If these third parties do not perform as contractually required, fail to satisfy regulatory or legal requirements or miss expected deadlines, our product development and commercialization efforts could be delayed with material and adverse effects on our business, financial condition, results of operations and prospects.** While we recently completed a clinical trial for the Safety Shot Dietary Supplement and may sponsor clinical trials in the future for the Sure Shot Dietary Supplement or other products, we do not independently conduct clinical trials or the majority of nonclinical studies involving our products or product candidates. Accordingly, while we perform certain functions internally, we currently rely on third-party contract research organizations (CROs), such as the Center for Applied Health Sciences, as well as laboratories, clinical investigators, clinical data management organizations, and consultants, to help us design, conduct, supervise and monitor research involving our products and human participants. As a result, we have less control over the timing, quality and other aspects of our clinical trials than we would have had we conducted them on our own. There is a limited number of third-party service providers that specialize in the wellness space or have the expertise required to achieve our business objectives. If any of our relationships with these third-party CROs terminate, we may not be able to enter into arrangements with alternative CROs or investigators or to do so on commercially reasonable terms. Further, these laboratories, investigators, CROs and consultants are not our employees and we have limited control over the amount of time and resources that they dedicate to our product development programs. These third parties may have contractual relationships with other entities, some of which may be our competitors, which may draw time and resources from our programs. The third parties with which we contract might not be diligent, careful or timely in conducting our nonclinical studies or clinical trials. If we cannot contract with acceptable third parties on commercially reasonable terms, or at all, or if these third parties do not carry out their contractual duties, satisfy the legal and regulatory requirements for the conduct of nonclinical studies or clinical trials or meet expected deadlines for any reason, our product development efforts could be delayed and otherwise adversely affected. In all events, we are responsible for ensuring that each of our nonclinical studies and clinical trials is conducted in accordance with the general investigational plan and protocols for the relevant study or trial. For example, the FDA requires certain nonclinical studies to be conducted in accordance with good laboratory practices and clinical trials to be conducted in accordance with good clinical practices, including practices and requirements for designing, conducting, recording and reporting the results of nonclinical studies and clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentiality of clinical trial participants are protected. Our reliance on third parties we do not control does not relieve us of these responsibilities and requirements. Any adverse development or delay in our nonclinical studies or clinical trials could have a material and adverse effect on our business, financial condition, results of operations and prospects. Further, should the FDA determine that the Sure Shot Dietary Supplement is a drug rather than a dietary supplement and require us to secure new drug approval or another form of marketing authorization for the Sure Shot Dietary Supplement, there can be no assurance that the nonclinical and clinical data we have generated to date would be sufficient to meet applicable regulatory standards for demonstrating substantial evidence of effectiveness. Substantial evidence represents the evidentiary threshold in the FD&C Act for the efficacy of new drugs, and it requires at least one adequate and well-controlled clinical investigation to establish effectiveness. Because we have positioned the Sure Shot Dietary Supplement as a dietary supplement, our recently completed clinical trial may not meet FDAs expectations for a well-controlled clinical investigation adequate to support a potential drug approval. **We may not meet our product development and commercialization milestones.** We have established milestones, based upon our expectations regarding our technologies at that time, which we use to assess our progress toward developing our products. These milestones relate to technology and design improvements as well as dates for achieving development goals. If our products exhibit technical defects or are unable to meet cost or performance goals, our commercialization schedule could be delayed, and potential purchasers of our initial commercial products may decline to purchase such products or may opt to pursue alternative products. | 33 | | | Table of Contents | | We may also experience shortages of equipment due to manufacturing difficulties. Multiple suppliers provide the components used in manufacturing our products. Our manufacturing operations could be disrupted by fire, earthquake or other natural disaster, a labor-related disruption, failure in supply or other logistical channels, electrical outages or other reasons. If there were a disruption to manufacturing facilities, we would be unable to manufacture until we have restored and re-qualified our manufacturing capability or developed alternative manufacturing facilities. **Our operations in international markets involve inherent risks that we may not be able to control.** Our business plan includes the marketing and sale of our proposed products in international markets. Accordingly, our results could be materially and adversely affected by a variety of uncontrollable and changing factors relating to international business operations, including: | | | Macroeconomic conditions adversely affecting geographies where we intend to do business; | | | | | Foreign currency exchange rates; | | | | | Political or social unrest or economic instability in a specific country or region; | | | | | Higher costs of doing business in foreign countries; | | | | | Infringement claims on foreign patents, copyrights or trademark rights; | | | | | Difficulties in staffing and managing operations across disparate geographic areas; | | | | | Difficulties associated with enforcing agreements and intellectual property rights through foreign legal systems; | | | | | Trade protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various countries; | | | | | Adverse tax consequences; | | | | | Unexpected changes in legal and regulatory requirements; | | | | | Military conflict, terrorist activities, natural disasters and medical epidemics; and | | | | | Our ability to recruit and retain channel partners in foreign jurisdictions. | | **Compliance with new and existing laws and governmental regulations could increase our costs significantly and adversely affect our results of operations.** The processing, formulation, safety, manufacturing, packaging, labeling, advertising and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the FDA, the FTC, the CPSC, the USDA, and the EPA. These activities are also regulated by various state, local and international laws and agencies of the states and localities in which our products are sold. Government regulations may prevent or delay the introduction, or require the reformulation, of our products, which could result in lost revenues and increased costs to us. For instance, the FDA regulates, among other things, the composition, safety, manufacture, labeling and marketing of dietary ingredients and dietary supplements (including vitamins, minerals, herbs, and other dietary ingredients for human use). Dietary supplements and dietary ingredients that do not comply with FDAs regulations and/or the DSHEA will be deemed adulterated or misbranded. Manufacturers and distributors of dietary supplements and dietary ingredients are prohibited from marketing products that are adulterated or misbranded, and the FDA may take enforcement action against any adulterated or misbranded dietary supplement on the market. The FDA has broad enforcement powers. If we violate applicable regulatory requirements, the FDA may bring enforcement actions against us, which could have a material adverse effect on our business, prospects, financial condition, and results of operations. The FDA may not accept the evidence of safety for any new dietary ingredient that we may wish to market, may determine that a particular dietary supplement or ingredient presents an unacceptable health risk based on the required submission of serious adverse events or other information, and may determine that a particular claim(such as reducing Blood Alcohol Content) or statement of nutritional value that we use to support the marketing of a dietary supplement is an impermissible drug claim or is not substantiated. Any of these actions could prevent us from marketing particular dietary supplement products or making certain claims or statements with respect to those products. The FDA could also require us to remove a particular product from the market. Any future recall or removal would result in additional costs to us, including lost revenues from any products that we are required to remove from the market, any of which could be material. Any product recalls or removals could also lead to an increased risk of litigation and liability, substantial costs, and reduced growth prospects. | 34 | | | Table of Contents | | Additional or more stringent laws and regulations of dietary supplements and other products have been considered from time to time. These developments could require reformulation of some products to meet new standards, recalls or discontinuance of some products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of some products, additional or different labeling, additional scientific substantiation, or other new requirements. Any of these developments could increase our costs significantly. In addition, regulators evolving interpretation of existing laws could have similar effects. **International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business.** International trade disputes, including threatened or implemented tariffs by the United States and threatened or implemented tariffs by foreign countries in retaliation, could adversely impact our business. Many of our tenants sell imported goods and tariffs or other trade restrictions could increase costs for these tenants. To the extent our tenants are unable to pass these costs on to their customers, our tenants could be adversely impacted. In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects. Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies. **Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.** Significant political, trade, or regulatory developments in the jurisdictions in which we sell our products, such as those stemming from the change in U.S. federal administration, are difficult to predict and may have a material adverse effect on us. Similarly, changes in U.S. federal policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business operations. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Any changes in political, trade, regulatory, and economic conditions, including, but not limited to, U.S. and China trade policies, could have a material adverse effect on our financial condition or results of operations. **Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects, or operations.** As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while some jurisdictions, such as the United States, subject the mining, ownership and exchange of cryptocurrencies to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. In January 2025, U.S. President Donald Trump issued an executive order forming a presidential working group to establish a clear regulatory framework for digital assets, and leaders in both houses of the U.S. Congress have announced a bicameral working group with the objective of passing legislation to provide regulatory clarity for the industry. Committees in both houses of the U.S. Congress have held hearings to ensure fair access to financial services, including for companies operating in the digital asset space. Additionally, President Trump and members of the U.S. Congress announced that they are studying the possibility of creating a national strategic digital asset reserve to include Bitcoin, and at least twelve states have introduced legislation to create strategic Bitcoin reserves. | 35 | | | Table of Contents | | While these ongoing regulatory developments appear to be positive, and we anticipate greater regulatory certainty in the future, given the difficulty of predicting the outcomes of ongoing and future regulatory actions and legislative developments, it is possible that future developments could have a material adverse effect on our business, prospects, or operations. **Our business, operations, financial position and timelines, could be materially adversely affected by the continuing military action in Ukraine and the war between Israel and Hamas.** As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in Ukraine and the war between Israel and Hamas commenced in October 2023, and related economic sanctions imposed or that may in the future be imposed by certain governments, our financial position and operations may be materially and adversely affected. As our ability to continue to operate will be dependent on raising debt and equity finance, any adverse impact to those markets as a result of these conflicts, including due to increased market volatility, decreased availability in third-party financing and/or a deterioration in the terms on which it is available (if at all), could negatively impact our business, results of operations, cash flows, financial condition, and/or prospects. The extent of any potential impact is not yet determinable, however. **Risks Related to our Financial Position and Capital Needs** **Our accountant has indicated doubt about our ability to continue as a going concern.** As of December 31, 2025, and 2024, the Company had $2,278,340 and $348,816 in cash, accumulated deficit of $183,492,179 and $115,090,347 and cash flow used in operations of $25,275,735 and $18,089,748, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. These conditions raise doubt about the Companys ability to continue as a going concern and accordingly our auditors have included a going concern opinion in our annual report. In connection with certain public and private offerings (the Financing), the Company offered warrants as part of the Financing packages. During the year ended December 31, 2024, the Warrant Holders exercised a total of 2,996,127 warrants for shares of common stock for a total exercise price of $3,962,714 and during the year ended December 31, 2023, the Warrant Holders exercised a total of 10,266,845 warrants for shares of common stock for a total exercise price of $8,887,837. At December 31, 2024, the Company has 18,803,334 warrants outstanding at an average exercise price of $2.09. The Company expects, although there can be no assurance, that a majority of the outstanding warrants will be exercised in the near future. The Company also holds 2,623,342 shares of SRM Entertainment, Inc. (Nasdaq: SRM) valued at $0.63 per share (as of December 31, 2024) and these shares are considered trading shares and are held as marketable securities on the balance sheet. These shares are not covered by an effective registration statement but may be sold subject to Rule 144. At December 31, 2024, the Company had $348,816 in cash and the Company recognizes that it may need to raise additional capital in order to continue to execute its business plan in the future. There is no assurance that the Warrant Holders will exercise their warrants or additional financing will be available if needed or that the Company will be able to obtain financing on terms acceptable to it or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may be forced to substantially curtail its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. **Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or other assets.** We may seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, existing ownership interests will be diluted and the terms of such financings may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financings may be coupled with an equity component, such as warrants to purchase shares, which could also result in dilution of our existing stockholders ownership. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business and may result in liens being placed on our assets and intellectual property. If we were to default on such indebtedness, we could lose such assets and intellectual property. | 36 | | | Table of Contents | | **Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment and could harm our business, financial condition, results of operations and cash flow**. Our proliferation into new markets may place a significant strain on our resources and increase demands on our executive management, personnel and systems, and our operational, administrative and financial resources may be inadequate. We may also not be able to effectively manage any expanded operations or achieve planned growth on a timely or profitable basis, particularly if the number of customers using our technology significantly increases or their demands and needs change as our business expands. If we are unable to manage expanded operations effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business and results of operations could be materially adversely affected. **Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and ability to achieve profitability.** Our effective income tax rate in the future could be adversely affected by a number of factors including changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws. We regularly assess all of these matters to determine the adequacy of our tax provision which is subject to discretion. If our assessments are incorrect, it could have an adverse effect on our business and financial condition. There can be no assurance that income tax laws and administrative policies with respect to the income tax consequences generally applicable to us or to our subsidiaries will not be changed in a manner which adversely affects our shareholders. **Risks Related to our Intellectual Property** **We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.** A third party may sue us or one of our strategic collaborators for infringing its intellectual property rights. Likewise, we may need to resort to litigation to enforce licensed rights or to determine the scope and validity of third-party intellectual property rights. The cost to us of any litigation or other proceeding relating to intellectual property rights, even if resolved in our favor, could be substantial, and the litigation would divert our efforts. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. If we do not prevail in this type of litigation, we or our strategic collaborators may be required to pay monetary damages; stop commercial activities relating to the affected products or services; obtain a license in order to continue manufacturing or marketing the affected products or services; or attempt to compete in the market with a substantially similar product. Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue some of our operations. In addition, a court may require that we pay expenses or damages, and litigation could disrupt our commercial activities. | 37 | | | Table of Contents | | **Any inability to protect our intellectual property rights could reduce the value of our products and brands, which could adversely affect our financial condition, results of operations and business.** Our business is partly dependent upon our trademarks, trade secrets, copyrights and other intellectual property rights. Effective intellectual property rights protection, however, may not be available under the laws of every country in which we and our sub-licensees may operate. There is a risk of certain valuable trade secrets, beyond what is described publicly in patents, being exposed to potential infringers. Regardless of our technology being protected by patents or otherwise, there is a risk that other companies may employ the technology without authorization and without recompensing us. The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. In addition, protecting our intellectual property rights is costly and time consuming. There is a risk that we may have insufficient resources to counter adequately such infringements through negotiation or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in some countries or jurisdictions. If we are unable to successfully identify and stop unauthorized use of our intellectual property, we could lose potential revenue and experience increased operational and enforcement costs, which could adversely affect our financial condition, results of operations and business. **The intellectual property behind our products may include unpublished know-how as well as existing and pending intellectual property protection. All intellectual property protection eventually expires, and unpublished know-how is dependent on key individuals**. The commercialization of our licensed products is partially dependent upon know-how and trade secrets held by certain individuals working with and for us. Because the expertise runs deep in these few individuals, if something were to happen to any or all of them, the ability to properly manufacture our products without compromising quality and performance could be diminished greatly. Knowledge published in the form of any future intellectual property has finite protection, as all patents and trademarks have a limited life and an expiration date. While continuous efforts will be made to apply for patents and trademarks if appropriate, there is no guarantee that additional patents or trademarks will be granted. The expiration of patents and trademarks relating to our products may hinder our ability to sub-license or sell our products for a long period of time without the development of a more complex licensing strategy. **If we are not able to adequately protect our intellectual property, then we may not be able to compete effectively, and we may not be profitable.** Our existing proprietary rights may not afford remedies and protections necessary to prevent infringement, reformulation, theft, misappropriation and other improper use of our products by competitors. We own the formulations contained in our products and we consider these product formulations to be our critical proprietary property, which must be protected from competitors. Although trade secret, trademark, copyright and patent laws generally provide a certain level of protection, and we attempt to protect ourselves through contracts with manufacturers of our products, we may not be successful in enforcing our rights. In addition, enforcement of our proprietary rights may require lengthy and expensive litigation. We have attempted to protect some of the trade names and trademarks used for our products by registering them with the U.S. Patent and Trademark Office, but we must rely on common law trademark rights to protect our unregistered trademarks. Common law trademark rights do not provide the same remedies as are granted to federally registered trademarks, and the rights of a common law trademark are limited to the geographic area in which the trademark is actually used. Our inability to protect our intellectual property could have a material adverse impact on our ability to compete and could make it difficult for us to achieve a profit. **Risks Related to Our Securities and Other Risks** **We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.** We are an emerging growth company as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stockless attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile. | 38 | | | Table of Contents | | **The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an emerging growth company.** We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements is time-consuming and results in increased costs to us and could have a negative effect on our results of operations, financial condition or business. As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934 (as amended, the Exchange Act) and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert managements attention from other business concerns, which could have a material adverse effect on our results of operations, financial condition or business. As an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain temporary exemptions from various reporting requirements including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We may also delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, as permitted by the JOBS Act. **We have broad discretion in the use of the net proceeds from any offerings and may not use them effectively.** Our management will have broad discretion in the application of the net proceeds from any offerings and may spend or invest these proceeds in a way with which our stockholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from any offering in a manner that does not produce income or that loses value. **Our management has limited experience in managing the day-to-day operations of a public company and, as a result, we may incur additional expenses associated with the management of our Company.** We only became a public company in October 2020. The management team is responsible for the operations and reporting of the Company. The requirements of operating as a public company are many and sometimes difficult to navigate. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. If we lack cash resources to cover the costs of being a public company in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cashflow and financial condition after we commence operations. | 39 | | | Table of Contents | | **Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.** Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new regulations from the SEC, have created uncertainty for public companies such as ours. These laws, regulations, and standards are subject to varying interpretations in many cases, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations, and standards have resulted in, and are likely to continue to result in increased expense and significant management time and attention. **Certain of our stockholders hold a significant percentage of our outstanding voting securities, which could reduce the ability of minority stockholders to effect certain corporate actions.** As of March 25, 2025, our officers and directors are the beneficial owners of approximately 20% of our issued and outstanding voting securities. As a result, they possess significant influence over our elections and votes. As a result, their ownership and control may have the effect of facilitating and expediting a future change in control, merger, consolidation, takeover or other business combination, or encouraging a potential acquirer to make a tender offer. Their ownership and control may also have the effect of delaying, impeding, or preventing a future change in control, merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from making a tender offer. **If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.** The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Once our common stock is quoted, if one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. **We do not intend to pay dividends for the foreseeable future.** We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends on our common stock in the foreseeable future. We have never declared or paid cash dividends on our common stock. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. **Our Second Amended and Restated Certificate of Incorporation contains an exclusive forum provision for certain claims, which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees**. Our Second Amended and Restated Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, New York shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the Company to the Company or the Companys shareholders or (c) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. This provision may limit a shareholders ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims. This provision does not apply to actions arising under the Exchange Act or Securities Act. **Our issuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your investment.** Issuances of a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may cause prevailing market prices for our common stock to decline. In addition, our board of directors is authorized to issue additional series of shares of preferred stock without any action on the part of our stockholders. Our board of directors also has the power, without stockholder approval, to set the terms of any such series of shares of preferred stock that may be issued, including voting rights, conversion rights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue cumulative preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the market price of our common stock could decrease. | 40 | | | Table of Contents | | **Anti-takeover provisions in the Companys charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.** The Companys certificate of incorporation and bylaws contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. Furthermore, the Board of Directors has the ability to increase the size of the Board and fill newly created vacancies without stockholder approval. These provisions could limit the price that investors might be willing to pay in the future for shares of the Companys common stock. **Our common stock may become subject to the SECs penny stock rules and accordingly, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.** The SEC has adopted regulations, which generally define penny stock to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore would be a penny stock according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must: | | | Make a special written suitability determination for the purchaser; | | | | | Receive the purchasers prior written agreement to the transaction; | | | | | Provide the purchaser with risk disclosure documents which identify certain risks associated with investing in penny stocks and which describe the market for these penny stocks as well as a purchasers legal remedies; and | | | | | Obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a penny stock can be completed. | | Although our common stock is not currently subject to these rules, if it was to become subject to such rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and you may find it more difficult to sell your securities. **ITEM 1B. UNRESOLVED STAFF COMMENTS** **** Not applicable. **ITEM 1C. CYBERSECURITY** **** We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes. We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein. | 41 | | | Table of Contents | | **General** We conduct periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. These risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks. Following these risk assessments, we re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with NeTTronix Technology Solutions who reports to our CFO, to manage the risk assessment and mitigation process. We engage consultants, or other third parties in connection with our risk assessment processes. These service providers assist us to design and implement our cybersecurity policies and procedures, as well as to monitor and test our safeguards. We require each third-party service provider to certify that it has the ability to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our company. We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. **Governance** **** Our board of directors addresses the Companys cybersecurity risk management as part of its general oversight function. The board of directors audit committee is responsible for overseeing Companys cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats. Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including the information technology team at the direction of NeTTronix Technology Solutions. Our executive team including our Chief Executive Officer, and Chief Financial Officer are responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Companys overall risk management strategy, and communicating key priorities to relevant personnel. This executive team is responsible for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports. Our cybersecurity incident response and vulnerability management policies are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including our Chief Executive Officer, and Chief Financial Officer. In addition, the Companys incident response and vulnerability management policies include reporting to the audit committee of the board of directors for certain cybersecurity incidents including significant breaches to the Companys networks or systems. The audit committee receives regular reports from the information technology team concerning the Companys significant cybersecurity threats and risk and the processes the Company has implemented to address them. The audit committee also has access to various reports, summaries or presentations related to cybersecurity threats, risk and mitigation. **ITEM 2. PROPERTIES** **** Currently, we do not own any real property. We rent office space at 18801 N. Thompson Peak, Suite 380, Scottsdale, AZ for $11,890 per month. The Company vacated its office in Jupiter, FL in May of 2025 and moved into the office leased by its subsidiary, Yerba Brands, after acquisition in June. Yerba Brands entered into the office lease effective January 2023, which has a primary term of the lease of three years with one renewal option for an additional three years. We do not own any real estate. | 42 | | | Table of Contents | | **ITEM 3. LEGAL PROCEEDINGS** **** On November 30, 2023, Intracoastal Capital, LLC (Intracoastal) filed a lawsuit against the Company in the New York County Supreme Court, alleging that (i) the Company is in breach of a common stock warrant issued to Intracoastal on or about July 26, 2021, and (ii) that the Company should be ordered by the court to deliver to Intracoastal 330,619 free trading shares of Company common stock (the Intracoastal Litigation). The Intracoastal Litigation seeks compensatory damages in an amount no less than $2 million, in addition to liquidated damages and attorneys fees. On January 14, 2025, the Company settled all issues and claims relating to the Intracoastal Litigation pursuant to the terms of the Intracoastal Settlement Agreement. Under the Intracoastal Settlement Agreement, the Company agreed to issue to Intracoastal Capital the following: (i) the Intracoastal Settlement Shares and (ii) a settlement payment of $175,000. The number of Intracoastal Settlement Shares shall be the greater of the Initial Share Amount or the Adjusted Share Amount. The Intracoastal Settlement Agreement is filed herein as Exhibit 10.33. 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). Sabbys initial complaint in the Litigation alleges that the Companys 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 Sabbys 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. In response, the Court allowed the parties to bypass that dismissal motion briefing so long as Sabby filed an amended complaint by December 15, 2023. Sabby seeks compensatory damages estimated to exceed $500,000. The Company filed a motion to dismiss Sabbys amended complaint. The case was dismissed with prejudice by the federal district court for the Southern District of New York on September 23, 2024. On October 10, 2024, Sabby filed an appeal of the Southern Districts dismissal to the United States Court of Appeals for the Second Circuit. In and around March of 2025, Sabby was successful in its appeal to the Second Circuit and the lower courts ruling was overturned as to Sabbys breach of contract claim Sabbys additional claims for promissory estoppel and negligent misrepresentation were dismissed. On or about July 1, 2025, the Second Circuit denied the Companys petition for reconsideration. The Company intends to vigorously defend itself against Sabbys claims and does not believe that the Litigations ultimate disposition or resolution will have a material adverse effect on the Companys 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). Sabbys initial complaint alleges that the Company has improperly refused to honor Sabbys exercise of a Warrant to acquire 2,105,263 shares of common stock. 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 has made an offer of $1.5 million to settle this matter. The Company participated in a trial in the Litigation as to damages only in January of 2026 and is awaiting the Courts ruling. The Company does not believe that the Litigations ultimate disposition or resolution will have a material adverse effect on the Companys financial position, results of operations or liquidity. On January 16, 2024, 3i LP (3i), filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York, case captioned, 3i LP v. Safety Shot, Inc. No. 650196/24 (the Litigation). The case stems from the Companys alleged denial of 3is attempt to exercise certain warrants and states causes of action for actual damages and liquidated damages in an amount of approximately $380,000. The Company filed its answer to the complaint on or about March 7, 2024. In April of 2025, the Company settled the Litigation by agreeing to provide 3i with unregistered shares of the Companys common stock with a market value of $400,000 (the Settlement Shares) measured by the lower of the closing price on the NASDAQ Exchange on the day before the date of filing of a Form S-1 and the average VWAP closing price for the five days preceding the date of the filing. The Company has fully complied with the terms of the settlement agreement in this matter and issued the Settlement Shares in 2025. On January 10, 2024, Bigger Capital Fund, L.P. (Bigger Capital), filed a lawsuit against the Company in the Supreme Court for the State of New York, Case No. 650148/2024 (the Bigger Litigation). The Litigation stemmed from the Companys warrant to purchase 1,656,050 shares of Company common stock issued to Bigger Capital on July 20, 2021, and asserts causes of action for Breach of Contract, Specific Performance and Declaratory Relief. Pursuant to the Bigger Litigation, Bigger capital sought compensatory damages of $3 million, liquidated damages in an estimated amount of $4 million, specific performance, attorneys fees and declaratory relief. | 43 | | | Table of Contents | | On January 20, 2025, the Company entered into the Bigger Settlement Agreement. In exchange for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024. Pursuant to the Bigger Settlement Agreement, the Company agreed to pay or issue to Bigger Capital the following: (i) pay Bigger Capital $375,000; (ii) issue a secured convertible note in the principal amount of $1.75 million maturing on December 31, 2026 (the Secured Convertible Bigger Note); (iii) a convertible note in the principal amount of $3.5 million maturing June 30, 2025 (the Convertible Bigger Note, and, together with the Secured Convertible Bigger Note, the Bigger Notes); and (iv) 5,332,889 shares of common stock issuable upon the exercise of common stock purchase warrants to purchase shares of common stock of the Company at an exercise price of $0.4348 per share (the Bigger Warrants). A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement. The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6. On or about January 18, 2024, Alta Partners, LLC, (Alta) filed a lawsuit against the Company in the federal district court for the Southern District of New York, case captioned, Alta Partners, LLC v. Safety Shot, Inc. No. 24-cv-373 (S.D.N.Y.) (the Litigation). The Litigation stems from the Companys warrant to purchase shares of Company common stock and asserts causes of action for Breach of Contract Breach of the Implied Covenant of Good Faith and Fair Dealing (in the alternative) and violation of Section 11 of the Securities Act of 1933. The Litigation seeks compensatory general and liquidated damages in an amount to be proven at trial. On or about January 29, 2025, the Company settled the Litigation by agreeing to pay $350,000 in exchange for the release of all claims by Alta. The Company has fully complied with the terms of the settlement agreement in this matter and paid the $325,000 settlement payment in 2025. The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. **ITEM 4. MINE SAFETY DISCLOSURES.** **** Not applicable. | 44 | | | Table of Contents | | **PART II** **** **ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES** The Companys common stock is traded on the NASDAQ Stock Market LLC under the symbol BNKK, and its warrants are traded under the symbol BNKKW. The following table sets forth the range of high and low bid prices for our common stock for each of the periods indicated as reported by such marketplaces. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. | Period | | High | | | Low | | | | 2025 Fiscal Year: | | | | | | | | | | | Fourth Quarter Ended December 31, 2025 | | $ | 16.87 | | | $ | 2.33 | | | | Third Quarter Ended September 30, 2025 | | $ | 46.90 | | | $ | 8.64 | | | | Second Quarter Ended June 30, 2025 | | $ | 20.01 | | | $ | 8.05 | | | | First Quarter Ended March 31, 2025 | | $ | 31.15 | | | $ | 11.86 | | | | | | | | | | | | | | | 2024 Fiscal Year: | | | | | | | | | | | Fourth Quarter Ended December 31, 2024 | | $ | 47.25 | | | $ | 23.45 | | | | Third Quarter Ended September 30, 2024 | | $ | 61.95 | | | $ | 19.25 | | | | Second Quarter Ended June 30, 2024 | | $ | 86.10 | | | $ | 35.00 | | | | First Quarter Ended March 31, 2024 | | $ | 141.58 | | | $ | 59.50 | | | We consider our common stock to be thinly traded and, accordingly, reported sales prices or quotations may not be a true market-based valuation of our common stock. As of March 25, 2026, there were 1,255 holders of record of our common stock, and no holders of record of our warrants. **Dividends** **** We do not anticipate paying any cash dividends on our common stock in the foreseeable future and we intend to retain all of our earnings, if any, to finance our growth and operations and to fund the expansion of our business. Payment of any dividends will be made in the discretion of our Board of Directors, after our taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion. No dividends may be declared or paid on our common shares, unless a dividend, payable in the same consideration or manner, is simultaneously declared or paid, as the case may be, on our shares of preferred stock, if any. **Issuance of Unregistered Securities** There were no sales of unregistered securities during the fiscal year ended December 31, 2025 other than those transactions previously reported to the SEC on our quarterly reports on Form 10-Q and current reports on Form 8-K. **Securities Authorized for Issuance under Equity Compensation Plans** **** The information required by Item 5 of this Annual Report regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Form 10-K. | 45 | | | Table of Contents | | **ITEM 6. SELECTED FINANCIAL DATA** **** Not applicable to a smaller reporting company. **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** **** This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward- looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our audited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to common shares refer to the common shares in our capital stock. As used in this annually report and unless otherwise indicated, the terms we, us, our, Bonk and the Company mean Bonk, Inc. **Company Overview** **** Bonk, Inc. (NASDAQ: BNNK) was formerly known as Safety Shot, Inc. In August 2023, the Company successfully completed the asset purchase of the functional beverage Safety Shot from GBB Drink Lab, Inc. (GBB), thereby gaining ownership of various assets, including the intellectual property, trade secrets, and trademarks associated with its dietary supplement Safety Shot Beverage (the Safety Shot Beverage). Concurrently with the asset purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched its e- commerce sale of the Safety Shot Beverage in December 2023. The Safety Shot Beverage has been formulated to reduce the accumulation of blood alcohol. Noteworthy is the fact that the Safety Shot Beverage comprises 28 active ingredients, all falling under the Generally Regarded As Safe (GRAS) category. Under sections 201(s) and 409 of the Federal Food, Drug, and Cosmetic Act (the Act), any substance that is intentionally added to food is a dietary supplement, that is subject to premarket review and approval by FDA, unless the substance is generally recognized, among qualified experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excepted from the definition of a dietary supplement. Its crucial to note that the Safety Shot Beverage is currently manufactured in a facility adhering to Good Manufacturing Practices (GMP), ensuring the highest standards of quality and safety throughout its production process. The Company currently maintains a workforce comprising eight full-time employees of its own. | 46 | | | Table of Contents | | Specializing in Consumer Packaged Goods, our focus centers on the commercialization of a 12-ounce beverage positioned as a dietary supplement. Beyond our existing product, we are actively pursuing a future product line, including a convenient powdered stick pack version. This strategic expansion aligns with our corporate vision to address evolving consumer demands, positioning the Company in the market for dietary supplements. We believe that this initiative not only enriches our product portfolio but also emphasizes our dedication to innovation and adaptability, catering to the discerning preferences of health-conscious consumers. The Company intends to continue its current product lines, except for its products which contain CBD, which the Company no longer sells. Our product pipeline also includes a diverse range of products, such as hair loss treatments, vitiligo solutions, and sexual wellness products, that cater to different health and wellness needs and our commitment to supporting health and wellness by developing innovative solutions to a range of conditions but will focus our efforts on the commercialization of the Safety Shot Beverage. The Safety Shot Beverage has established a development infrastructure that the Company believes fits with its existing over-the-counter and prescription-grade health and wellness products. To achieve our mission, we rely on our team of highly skilled and experienced professionals who are committed to advancing our vision of health and wellness. Our team includes individuals with scientific backgrounds, an experienced researcher, product developers, and business experts who collaborate to create new products and enhance existing ones. We also seek to partner with industry leaders and organizations to gain access to the latest technologies and expand our reach. We generate revenue through various channels, our primary sales include our nostingz suncare products which are sold through e-commerce platforms, licensing revenues from Photocil and sales of the Safety Shot Beverage. Photocil is currently sold in India through a licensing agreement. We received FDA approval of our labelling and composition to sell Photocil as an OTC product in the US and plan to relaunch the product in the US in the fourth quarter of 2024 through e-commerce channels. Safety Shot Beverage is currently sold through e-commerce and social media platforms. Additionally, we are collaborating with other companies to license our intellectual property, to create additional revenue streams and expand our global presence. At present, we do not experience concentration risk or dependence on major customers. We maintain a diverse network of raw material suppliers integral to our production processes. Acquisition strategies encompass both direct procurement and collaborative efforts with our co-packers. The selection of suppliers is contingent upon various factors, including ingredient specificity, availability, and other essential considerations. Notably, these suppliers coincide with those currently providing materials to other facilities engaged in the manufacturing of drinks, powders, tablets, and capsules. Our roster of suppliers comprises reputable entities such as Jiaherb, Compound Solutions, Kyowa- Hakko, Mitsubishi Ingredients, Nura, Sensapure Flavors, Brenntag, E3 Ingredients, Ingredients Online, among others. This strategic alliance with established industry players underscores our commitment to sourcing high-quality raw materials essential for the production of our innovative product line. Furthermore, our approach to supplier relationships reflects a dedication to maintaining a seamless and reliable supply chain. We believe that this not only ensures the consistency of our current offerings but also positions us favorably for future developments. The Management believes that as we continue to expand our product portfolio, we believe that these partnerships with trusted suppliers play a pivotal role in upholding the standards that we expect of our brand. As a result of recent changes to the laws governing CBD products, as well as the declining popularity of CBD products, the Company no longer markets or sells any CBD products. The Company hopes to find a suitor or partner to dispose of its CBD related assets but has not entered into any agreements to do so. **Critical Accounting Policies** **** Our managements discussion and analysis of our financial condition and results of operations is based on our audited financial statements for the year ended December 31, 2025 and 2024, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, and the rules and regulations of the Securities and Exchange Commission. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving managements judgments and estimates. | 47 | | | Table of Contents | | The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and are expressed in United States Dollars. Significant accounting policies are summarized below: *Revenue Recognition* The Company generates its revenue from the sale of its products directly to the end user or distributor (collectively the customer). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 Revenue from Contracts with Customers (ASC 606). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: | | | identify the contract with a customer; | | | | | identify the performance obligations in the contract; | | | | | determine the transaction price; | | | | | allocate the transaction price to performance obligations in the contract; and | | | | | recognize revenue as the performance obligation is satisfied. | | The Companys performance obligations are satisfied when goods or products are shipped on an FOB shipping point basis as title passes when shipped. Our product is 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. *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. *Use of Estimates* The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. *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. | 48 | | | Table of Contents | | **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 units 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 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. *Investments Held-to-Maturity* Investments that the Companys management has the positive intent and ability to hold through maturity are classified and accounted for as hold-to-maturity investments (HTM). HTM investments are carried at amortized cost in the financial statements. For investments classified as HTM, no unrealized gains and losses will be recognized in financial statements. *Earnings (Loss) Per 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. Warrants are not considered in the calculations for the years ended December 31, 2025 and 2024, as the impact of the potential common shares would be to decrease the loss per share. | | | For the Twelve Months Ended December 31, | | | | | | 2025 | | | 2024 | | | | Numerator: | | | | | | | | | | | Net (loss) from continuing operations | | $ | (68,185,762 | ) | | $ | (48,411,830 | ) | | | | | | | | | | | | | | Income (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 | ) | | | Denominator: | | | | | | | | | | | Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period | | | 4,005,739 | | | | 1,555,463 | | | | Denominator for diluted earnings per share | | | 4,005,739 | | | | 1,555,463 | | | | Basic (loss) per share | | $ | (17.02 | ) | | $ | (31.77 | ) | | | Diluted (loss) per share | | $ | (17.02 | ) | | $ | (31.77 | ) | | | Loss per shares attributed to common shareholders | | $ | (17.23 | ) | | $ | (33.24 | ) | | | 49 | | | Table of Contents | | *Cash* We consider 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 December 31, 2025 and 2024. *Accounts Receivable* Accounts receivable are generated from sales of the Companys 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 years ended December 31, 2025 and 2024, the Company recognized no allowance for doubtful collections. *Fair Value of Financial Instruments* The fair value of our assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. *Income Taxes* We account 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 enterprises 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 our evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in our financial statements. Since we were incorporated on October 24, 2018, the evaluation was performed for 2018 tax year, which would be the only period subject to examination. We believe that our income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to our financial position. Our policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The Companys 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 $8,957,037 and $14,660,582, respectively. Due to the Companys lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance of $8,957,037 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. *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 year ended December 31, 2025 and 2024, respectively. | 50 | | | Table of Contents | | *Stock Based Compensation* We recognize 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. 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. For options granted to employes, we use a plain vanilla Black-Scholes calculation to calculate fair value with standard market inputs. *Previously Issued Accounting Pronouncements* In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantors own operations by issuing share-based payment awards. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Companys results of operations, financial condition, cash flows, and financial statement disclosures. In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Companys results of operations, financial condition, cash flows, and financial statement disclosures. **Results of Operations** **** **For the years ended December 31, 2025 and 2024** The following table provides selected financial data about us for the year ended December 31, 2025 and 2024, respectively. | | | 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 | | | | | | | | | | | | | | | 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 | ) | | | 51 | | | Table of Contents | | *Revenues* We generated $3,929,661 in revenues for the year ended December 31, 2025 compared to $701,967 revenues for the year ended December 31, 2024. The increase is due to the Company acquisition of Yerba Brands on June 27, 2025 and the Companys digital asset investment that commenced in August 2025. *Operating Expenses* We had total operating expenses of $40,676,508 for the year ended December 31, 2025 compared to $39,611,915 for the year ended December 31, 2024. Operating expenses for the year ended December 31, 2025, totaled $40,676,508 and were in connection with our daily operations as follows: (i) marketing expenses of $1,747,060; (ii) research and development of $24,190 which included clinical trials; (iii) legal and professional expenses of $1,137,814 primarily for due diligence and legal work on a proposed merger and litigation along with corporate advisory services, registration statement preparation fees, general corporate governance fees; (iv) rent and utilities of $201,306; (v) depreciation and amortization of $609,575; (vi) general and administrative expenses of $17,738,882, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses; (vii) an intangible asset impairment of $4,950,950 and (vii) stock based compensation of $14,266,731 consisting of the fair value of stock issued in lieu of cash. Operating expenses for the year ended December 31, 2024, totaled $39,611,915 and were in connection with our daily operations as follows: (i) marketing expenses of $7,038,078; (ii) research and development of $232,161 which included clinical trials; (iii) legal and professional expenses of $8,063,858 primarily for due diligence and legal work on a proposed merger and litigation along with corporate advisory services, registration statement preparation fees, general corporate governance fees; (iv) rent and utilities of $275,247; (v) depreciation and amortization of $428,827; (vi) general and administrative expenses of $3,117,507, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses; and (vii) stock based compensation of $20,456,237 consisting of the fair value of stock issued in lieu of cash. *Other income and expense* Other income and expense for the year ended December 31, 2025, included realized gains of $13,275,054 on the sale of marketable securities and gain on a settlement of $151,612; $40,542 of unrealized losses on unsold marketable securities, $35,372,217 of unrealized losses on digital assets, $120,446 of losses on exchange of common stock to preferred series A stock, $6,140,411 of losses on settlement, net interest expense of $592,504 and other income of $92,094. Other income and expense for the year ended December 31, 2024, included realized gains of $1,193,666 on the sale of marketable securities and $862,407 of unrealized losses on unsold marketable securities, net interest expense of $118,325 and other income of $6,567,092. *Income and loss from discontinued operations* For the year ended December 31, 2025 and 2024, The Company had losses from discontinued operations of $0 and $997,802, respectively. | 52 | | | Table of Contents | | *Income/Losses* Net losses were $68,185,762 and $49,409,632 for the years ended December 31, 2025 and 2024, respectively. *Deemed Dividend* During the year ended December 31, 2025, certain warrant holders entered into an agreement for a cashless exercise of warrants resulting in issuance of 951,067 common shares and recording a deemed dividend of $863,400. The excess of the FV recalculated using Black-Scholes method over the FV of the shares of common stock over at the date of the agreement November11, 2025 was considered and accounted as deemed dividend. During the year ended December 31, 2025, in connection with the settlement with Bigger Capital, 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 fair value of the remaining life of the original warrant of $439,028 and is considered a deemed dividend attributable to the shareholders in the determination of earnings (loss) per share. **Impact of Inflation** **** We believe that inflation has had a negligible effect on operations since inception. We believe that we can offset inflationary increases in the cost of operations by increasing sales and improving operating efficiencies. **Off Balance Sheet Arrangements** **** We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as variable interest entities. **Liquidity and Capital Resources** **** The Company is in commercialization mode, while continuing to pursue the development of its next generation products as well as new products that are being developed. We generally require cash to: | | | launch sales initiatives, | | | | | fund our operations and working capital requirements, | | | | | develop and execute our product development and market introduction plans, | | | | | fund research and development efforts, and | | | | | pay any expense obligations as they come due. | | **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** **** Not applicable to a smaller reporting company. **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** **** Our financial statements and corresponding notes thereto called for by this item may be found beginning on page F-1 of this Annual Report on Form 10-K. **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES** **** None. | 53 | | | Table of Contents | | **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 Companys Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Companys 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 Companys disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Companys desired disclosure control objectives. In designing periods specified in the SECs 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 Companys certifying officers have concluded that the Companys 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 Companys management, including the Companys Chief Executive Officer and principal financial officer, of the effectiveness of the design and operation of the Companys 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. **Managements 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 Companys principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys 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 Companys 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 Companys 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 Companys internal control over financial reporting was ineffective as of December 31, 2025. This Report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting as smaller reporting companies are not required to include such report and EGCs are exempt from this requirement entirely until they are no longer an EGC. Managements report is not subject to attestation by the Companys 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 Companys 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 Companys 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 Companys 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 bachelors 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, hes 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 atHalliday.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 Kingdons 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 issuers 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 issuers 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 companys board of directors, subject to certain exceptions. In addition, Nasdaq rules require that each member of a listed companys 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 companys 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 members 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 committees 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 Boards 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 Companys Chief Executive Officer. The Boon Agreement provides for (A) a $300,000 annual base salary paid in equal installments on the Companys regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 10,000 shares of Companys common stock fully vested as of the date therein, (C) an incentive bonus of $100,000 and 500,000 restricted shares of Companys 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 Companys 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 Companys Chief Financial Officer. The Russell Agreement provides for (A) a $250,000 annual base salary paid in equal installments on the Companys regular pay dates no less frequently than bi-monthly, (B) a restricted stock award of 1,000,000 shares of Companys 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 Companys 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 Companys 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 directors 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 Companys 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 directors 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 Companys 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 directors 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 Companys 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 directors 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 directors 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 Companys 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 Companys Registration Statement filed with the SEC on July 14, 2020. | | | 10.3 | | Independent Directors Contract between the Company and Christopher Melton, dated July 29, 2019, incorporated by reference to Exhibit 10.4 of the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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. Managements 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 Companys management. Our responsibility is to express an opinion on the Companys 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 Companys 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 Companys 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 Companys 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 Yerba 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 Yerba 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 Yerba | | | (925,000 | ) | | | - | | | | Acquisition of Yerba | | | (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 Yerba Brands Corp. (Yerba), pursuant to which the Company agreed, among other things, to acquire all of the issued and outstanding common shares of Yerba (the Yerba 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. Yerbas principal subsidiaries are Yerba Brands Co. (Yerba USA) and Yerba LLC of which Yerba owns 100% interests in, together, Yerba. 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 Companys 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 Yerbas 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 Companys beverage sales operations. The Companys 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 Companys 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, Yerba, 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 subsidiarys 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 Companys financials. The Company recognized $0 and $997,802in 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 Companys 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 hadnowrite-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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Bonks 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 Companys share becomes realizable under the terms of the Bonk Agreement. The Companys 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 Companys share of platform proceeds) can be reliably measured, and | | | | collection is probable | | Revenue is recorded based on gross receipts, representing the Companys 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 counterpartys 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 managements 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 Companys 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 Companys 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 units 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 enterprises 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 Companys evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Companys 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 Companys policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The Companys 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 Companys 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 Companys 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 entitys 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 segments 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 entitys 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 Companys 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 Companys 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 Companys 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 $118,934of raw materials and packaging supplies and $830,341of finished goods. At December 31, 2024, the Company had inventory of $233,510, consisting of $132,785of raw materials and packaging supplies and $100,725of 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 Trons 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 SRMs 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 SRMs IPO, the Company distributed 2,000,000 shares of SRMs common stock to the Companys 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 Companys 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 | | | | Yerba tradename and trade secrets | | $ | 1,298,600 | | | $ | (43,287 | ) | | $ | 1,255,313 | | | $ | - | | | $ | - | | | $ | - | | | | Yerba 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 Companys intangible assets: Schedule of Useful Lives of Intangible Assets | | | Useful Life | | | | Yerba tradename and trade secrets | | | 15 | | | | Yerba 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 Companys 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 Yerba* On June 27, 2025, the Company completed the acquisition of Yerba, a premium energy beverage company, in a transaction accounted for as a business combination under ASC 805, *Business Combinations*. The acquisition supports Safety Shots strategic growth in the functional beverage market. The Company acquired 100% of the equity interests of Yerba 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 Companys 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 Companys 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 Yerba 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. | | | Yerba 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) | | | Yerba 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 arms-length negotiations. All related party balances are unsecured, non-interest bearing, and due on demand unless otherwise noted. The Company used a third partys 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 Companys 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 partys 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 Companys 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 Companys Third Amended and Restated Certificate of Incorporation, to increase the Companys 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 Companys 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 stockholders percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in an adjustment to a stockholders 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 Companys 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 Companys 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 Companys 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 Companys 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 Yerba acquisition** During the twelve months ended December 31, 2025, the Company issued 568,056 shares of common stock in connection with the Yerba 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 Companys shares of common stock for the twelve months ended December 31, 2025 as follows: Schedule of Issuances of Companys Shares of Common Stock | | | | | | | | Balance, December 31, 2024 | | | 1,789,724 | | | | Beginning balance | | | 1,789,724 | | | | Common stock issued in connection with Yerba 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 Companys 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 Companys 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 5five-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 | | | | Yerba 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 5five-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 5five-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 5five-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). Sabbys initial complaint in the Litigation alleges that the Companys 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 Sabbys 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 Districts 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 courts ruling was overturned as to Sabbys breach of contract claim Sabbys remaining claims were dismissed. On or about July 1, 2025, the Second Circuit denied the Companys petition for reconsideration. The Company intends to vigorously defend itself against Sabbys claims and does not believe that the Litigations ultimate disposition or resolution will have a material adverse effect on the Companys 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). Sabbys initial complaint alleges that the Company has improperly refused to honor Sabbys 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 Litigations ultimate disposition or resolution will have a material adverse effect on the Companys 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 Yerba, 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 Yerba 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 Litigations ultimate disposition or resolution will have a material adverse effect on the Companys 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 Companys 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 | |