S-1: Bonk, Inc. Registers 31.8M Shares for Resale Amid Pivot

Bonk, Inc. filed an S-1 registration statement for the resale of up to 31,839,533 shares of common stock by selling stockholders, following a strategic shift to digital assets and recent corporate restructuring.

Summary

• Bonk, Inc. (formerly Safety Shot, Inc., and Jupiter Wellness, Inc.) is registering 31,839,533 shares of common stock for resale by selling stockholders, from which the company will not receive any proceeds.
• The shares include 30,000,054 shares from the July 2025 PIPE Warrants Exchange Agreement and 1,839,479 shares from Placement Agent Warrants issued to Dominari Securities LLC.
• The company has undergone a significant strategic shift from beverage sales (Sure Shot dietary supplement, Yerba plant-based energy drinks) to digital asset and decentralized finance initiatives aligned with the BONK ecosystem.
• The corporate name changed from Safety Shot, Inc. to Bonk, Inc. on October 10, 2025, with NASDAQ symbols changing to BNKK and BNKKW.
• The company received a Nasdaq letter on November 5, 2025, regarding non-compliance with listing rules (notification, shareholder approval, voting rights) related to August 2025 private placements, but has since regained compliance.
• Stockholders approved an increase in authorized common stock from 250,000,000 to 1,000,000,000 shares on October 31, 2025.
• The company closed an August 2025 Registered Direct Offering and Concurrent Private Placement, raising approximately $4,250,000 in cash and $25,000,000 in BONK tokens, totaling $29,250,000 in gross proceeds.
• The company acquired Yerba Brands Corp. on June 27, 2025, in exchange for 20,000,000 shares of common stock and payment of up to $500,000 of Yerba's transaction expenses.
• The company received a Nasdaq notice on January 2, 2025, for failing to meet the $1.00 minimum bid price requirement, and was granted an extension until December 29, 2025, to regain compliance.
• As of November 20, 2025, there were 185,476,283 shares of common stock outstanding.
• Officers and directors beneficially own approximately 41.6% of the voting power.

Sentiment

Score: 3

Explanation: The company is undergoing a high-risk strategic pivot to digital assets after a history of business model changes and has faced Nasdaq delisting threats due to low share price. While recent capital raises provide some funding, the current filing is for secondary sales, indicating no new capital for the company, and significant dilution has occurred. The overall outlook is highly speculative and uncertain.

Positives

• Regained compliance with Nasdaq listing rules regarding previous private placements, resolving a significant regulatory issue.
• Successfully raised approximately $29.25 million in gross proceeds from the August 2025 offering, including $25 million in BONK tokens, providing capital for the new strategic focus.
• Shareholders approved a significant increase in authorized common stock from 250 million to 1 billion shares, providing greater flexibility for future corporate actions.
• Strategic repositioning towards digital assets and decentralized finance (BONK ecosystem) could open new, high-growth market opportunities.

Negatives

• The company will not receive any proceeds from the current resale offering of 31,839,533 shares, indicating no direct capital infusion from this specific filing.
• Received a Nasdaq deficiency notice for its stock price falling below $1.00, with a deadline of December 29, 2025, to regain compliance, potentially requiring a reverse stock split.
• The company has a history of multiple name changes and strategic shifts (Jupiter Wellness, Safety Shot, Bonk), which may suggest instability or difficulty in establishing a sustainable business model.
• Engaged in numerous dilutive equity issuances and settlements throughout 2025, increasing the outstanding share count.
• Incurred legal settlements involving the issuance of shares and cash payments (e.g., Bigger Capital, Intracoastal Capital, 3i LP).

Risks

• The company's status as an emerging growth company and smaller reporting company may make its common stock less attractive to investors due to reduced disclosure requirements.
• The requirements of being a public company may strain resources and distract management, particularly after the company is no longer an emerging growth company.
• Management has limited experience in managing the day-to-day operations of a public company, which could lead to increased expenses for outside assistance.
• Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.
• Significant beneficial ownership by officers and directors (41.6% voting power) could reduce minority stockholders' ability to effect certain corporate actions or influence changes in control.
• Inaccurate or unfavorable research by securities or industry analysts could cause the stock price to decline.
• The company does not intend to pay dividends for the foreseeable future, limiting investor returns to capital appreciation.
• An exclusive forum provision in the certificate of incorporation could limit stockholders' ability to obtain a favorable judicial forum for certain disputes.
• Future issuances of additional common or preferred stock may cause the common stock price to decline due to dilution.
• Anti-takeover provisions in the charter and bylaws may prevent or frustrate attempts by stockholders to change the board or management.
• The common stock may become subject to SEC's penny stock rules if the price falls below $5.00 and it is not listed on a national securities exchange, potentially adversely affecting trading activity.
• There is no assurance that the company will regain Nasdaq compliance by December 29, 2025, which could lead to delisting.
• 50% of the Series C Preferred Stock issued is subject to automatic rescission if LetsBonk.fun ceases operations on or prior to the six-month anniversary of its original issuance date.

Future Outlook

The company intends to use the net proceeds from the August 2025 Offering for working capital and general corporate purposes. It plans to cure its Nasdaq bid price deficiency by December 29, 2025, considering a reverse stock split if necessary. The company will retain any future earnings to finance business operations and expansion and does not anticipate paying cash dividends in the foreseeable future. Current activities are focused on developing, investing in, and participating in projects aligned with the BONK ecosystem and other blockchain-based initiatives.

Management Comments

• The name change to Bonk, Inc. and the new trading symbols BNKK and BNKKW reflect the company's strategic repositioning and alignment with the BONK ecosystem and its broader focus on digital asset and decentralized finance initiatives.
• The company expects to use the net proceeds from the August 2025 Offering for working capital and general corporate purposes.
• The company intends to continue actively monitoring the bid price for its common stock and will consider available options to resolve the deficiency and regain compliance with Nasdaq's minimum bid price rule, including a reverse stock split if necessary.

Industry Context

The company's pivot from consumer beverages (dietary supplements, energy drinks) to digital assets and decentralized finance (DeFi) within the 'BONK ecosystem' represents a significant shift towards a high-growth, but also high-risk, emerging technology sector. This move aligns with broader trends of companies exploring blockchain and cryptocurrency opportunities, but also highlights the speculative nature of such ventures compared to traditional consumer goods. The previous acquisitions and product launches in the beverage space suggest a lack of sustained success in that sector, prompting the pivot.

Management Changes

Corporate Governance

Legal Proceedings

• Settlement Agreement with Intracoastal Capital, LLC on January 14, 2025, resolving a previously filed action (Index No. 655967/2023) in the Supreme Court of the State of New York, New York County.
• Bigger Settlement Agreement on January 20, 2025, resolving a previously filed action (Index No. 65018/2024) in the Supreme Court of the State of New York, New York County.
• Stipulation of Settlement with 3i LP on April 23, 2025, resolving the 3i LP Action (Index No. 650196/2024) in the Supreme Court of the State of New York, New York County.
• Liabilities Settlement Program with Silverback Capital Corporation, contracted on or about May 13, 2025, to pay down $14,580,395.73 in debts, subject to a Court Fairness Hearing pursuant to Section 3(a)(10) of the Securities Act of 1933.

Related Party Transactions

• Mitchell Rudy, a director, has investment control of and is a Director of Lucky Dog Holdings, which beneficially owns 124,884,366 shares of common stock (40.2%) and 135,000 shares of Series C Preferred Stock (100%).
• Jordan Fried, a selling stockholder, is a manager of Fried LLC, which holds Series B Preferred Stock.
• Eric Newman is the Investment Manager of American Ventures Series XII SHOT, a 5% beneficial owner and selling stockholder.
• Joel Schur is Chairman of Core 4 Capital Corp., a 5% beneficial owner.
• Jinpyung Yoo is the Chief Executive Officer of Guilford Enterprises Limited and Rubicon X LLC, both selling stockholders.
• Josh Shipley is the Chief Operating Officer of Importing Exporting LLC, a selling stockholder.
• Soo Yu is the Chief Operating Officer of Dominari Securities LLC, a selling stockholder and placement agent for the July 2025 offerings.

Stakeholder Impact

• Shareholders face potential for significant dilution from past and future equity issuances, including the current resale offering from which the company receives no proceeds.
• Shareholders are exposed to the risk of delisting if the company fails to regain Nasdaq's $1.00 minimum bid price compliance by December 29, 2025, potentially leading to a reverse stock split.
• The strategic shift to digital assets introduces a new, high-risk/high-reward profile for shareholders, moving away from traditional consumer goods.
• Employees have seen changes in key management roles, including the resignation of the COO and CFO, with the former transitioning to a consulting role and a new CFO appointed.
• Creditors, particularly those involved in the Liabilities Settlement Program with Silverback Capital Corporation, may see their debts converted into equity, subject to court approval.

Next Steps

• Selling stockholders may offer and sell the registered shares from time to time through various public or private transactions.
• The company intends to cure its Nasdaq bid price deficiency by December 29, 2025, and will consider options including a reverse stock split if necessary.
• The company will continue to actively monitor the bid price for its common stock.
• The company intends to retain any future earnings to finance the operation and expansion of its business.
• The company will file further amendments to this registration statement as may be necessary to delay its effective date or to specifically state its effectiveness.

Key Dates

Recommendation

The company exhibits significant instability, evidenced by a history of frequent business model pivots and name changes. It faces a Nasdaq delisting threat due to its low share price, which may necessitate a reverse stock split, a move often perceived negatively by the market. While recent capital raises have provided some funding, a substantial portion was in BONK tokens, and the current S-1 filing is for secondary sales, meaning no new capital for the company. The extensive dilution from various equity issuances and the highly speculative nature of its new digital asset focus, combined with management's limited public company experience, suggest a highly uncertain and potentially volatile investment. Investors should consider selling to mitigate further potential losses or to reallocate capital to more stable opportunities.

Keywords

Bonk Inc., BNKK, SEC filing, S-1, resale, common stock, digital assets, decentralized finance, BONK ecosystem, Nasdaq compliance, equity offering, warrants, corporate governance, risk factors, emerging growth company, smaller reporting company, stock dilution, capital raise, management changes, Yerba Brands Corp., Safety Shot Inc.