Bonk, Inc. Announces $4.0 Million Preferred Stock Redemption and Anti-Dilution Waiver
Bonk spends $4 million to cut its Series A preferred stack by over a quarter and eliminate anti-dilution protections held by Core4.
Rhea-AI Summary
Bonk (BNKK) entered a definitive Preferred Stock Redemption Agreement on September 4, 2026 to repurchase and retire 26,667 Series A preferred shares from Core4 Capital for $4.0 million.
This reduces Core4’s Series A preferred holdings from 100,000 to 73,333 shares, a 26.67% cut in the outstanding Series A, with all redeemed shares cancelled and returned to unissued status. Core4 has given a full, irrevocable waiver and standdown of all anti-dilution protections tied to its Series A preferred, including price-based and ratchet mechanisms, removing a structural dilution overhang for common shareholders. In connection with the deal, Core4 also granted a comprehensive general release of past, present, and potential legacy claims related to its investment, while the remaining 73,333 preferred shares would, in a merger, convert into 1,516,873 Bonk common shares.
Positive
- $4.0 million used to redeem and retire 26,667 Series A preferred shares
- Series A preferred holdings cut from 100,000 to 73,333 shares, a 26.67% reduction
- Core4 waives all Series A anti-dilution rights, removing ratchet-based dilution risk
- Redeemed shares returned to unissued status, shrinking senior liquidation and voting overhang
- Core4 grants a comprehensive release of legacy claims tied to its investment
Negative
- Transaction requires a $4.0 million cash outlay by Bonk
- Core4 still holds 73,333 preferred shares, convertible into 1,516,873 common in a merger
Key Figures
- Redemption price
- $4.0 million
- Aggregate purchase price for Series A Preferred Stock
- Preferred shares redeemed
- 26,667 shares
- Series A Preferred Stock purchased and retired
- Preferred stock reduction
- 26.67%
- Direct reduction in total Series A Preferred Stock
- Remaining preferred shares
- 73,333 shares
- Core4 holdings following the redemption
- Merger conversion amount
- 1,516,873 shares
- Common Stock conversion associated with the remaining Preferred Shares
Historical Context
-
Reported H1 balance-sheet de-risking alongside a $7.88 million net loss
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
anti-dilution financial
full-ratchet financial
weighted-average financial
liquidation preferences financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
- Redeems and Retires 26,667 Series A Preferred Shares, Directly Reducing Senior Preferred Overhang by Over
26% - Secures Full, Irrevocable Waiver and Standdown of All Anti-Dilution Protections across Series A Preferred Stock
- Eliminates Key Structural Market Overhang, Paving the Way for Potential Long-Term Growth and M&A Flexibility
- Includes Comprehensive Release of Claims, Strengthening Corporate Governance and Balance Sheet Alignment
TEMPE, AZ / ACCESS Newswire / September 11, 2026 / Bonk, Inc. (Nasdaq:BNKK) ("Bonk" or the "Company"), a digital asset infrastructure and consumer brand holding company, today announced that on September 4, 2026, it entered into a definitive Preferred Stock Redemption Agreement with Core4 Capital Holdings Corp ("Core4"), an Ohio corporation. Under the terms of the agreement, the Company has agreed to purchase and retire 26,667 shares of its Series A Preferred Stock ("Preferred Shares") from Core4 for an aggregate purchase price of
This strategic transaction marks a major milestone in Bonk, Inc.'s ongoing commitment to capital structure optimization, balance sheet de-risking, and the proactive protection of common shareholder equity value.
"This redemption agreement represents a decisive win for Bonk, Inc. and a huge milestone for our common shareholders," stated Jarrett Boon, CEO of Bonk, Inc. "By investing
Improving the Capital Structure: Why This Decision Drives Shareholder Value
1. Permanent Removal of Anti-Dilution Overhang
As a material part of the consideration for the transaction, Core4 has irrevocably and unconditionally waived, relinquished, and stood down from any and all anti-dilution rights, protections, and adjustments with respect to its Preferred Shares. This includes all price-based, full-ratchet, weighted-average, broad-based, and narrow-based anti-dilution provisions.
- Shareholder Impact: The elimination of anti-dilution provisions removes a major legacy structural overhang. Existing common shareholders are now fully protected against potential ratchet-driven dilution in future corporate actions or capital market cycles.
2. Immediate Reduction of Preferred Senior Preference
By redeeming 26,667 shares, Bonk, Inc. permanently reduces Core4's preferred stock holdings from 100,000 shares to 73,333 shares-a
- Shareholder Impact: All redeemed shares are officially retired and restored to unissued status, shrinking senior liquidation preferences, voting preferences, and potential future share issuance overhang under the May 2, 2025 Certificate of Designation.
3. Clear Path for Strategic Growth and M&A Alignment
The agreement formally clarifies that following the consummation of the transaction, Core4 will hold 73,333 Preferred Shares, which, in the event of a merger, convert into 1,516,873 shares of Common Stock of the Company. Furthermore, Core4 has surrendered all voting, liquidation, conversion, and notice rights associated with the redeemed block.
- Shareholder Impact: We believe this streamlines Bonk's capital structure thereby potentially improving Bonk'sappeal to institutional investors and expanding the Company's strategic flexibility for accretive mergers and acquisitions.
4. Complete Clean Slate and Legal Release
In connection with the transaction, Core4 has agreed to a comprehensive general release of all past, present, and potential legacy claims against Bonk, Inc. arising from Core4's investment in the Company, delivering total operational stability and legal alignment.
"Removing price-based anti-dilution mechanisms provides total clarity and alignment across our entire equity base," added Mitchell Rudy ("Nom"), Core Contributor to BONK. "This move demonstrates disciplined corporate leadership-using capital strategically to eliminate financial overhangs while positioning the company to execute on major strategic initiatives without structural headwinds."
About Bonk, Inc.
Bonk, Inc. (Nasdaq: BNKK) is a holding company operating at the intersection of digital asset infrastructure, decentralized ecosystem monetization, and premium consumer goods. Bonk focuses on building and monetizing recurring high-margin cash flow channels across web3 infrastructure while maintaining consumer brand assets.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release are forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Bonk, Inc.'s filings with the SEC, including its Quarterly Report on Form 10-Q for the period ended June 30, 2026, and Current Report on Form 8-K filed on September 9, 2026. Actual results may differ materially from those stated or implied in forward-looking statements.
Investor Relations & Media Contact:
Bonk, Inc. Investor Relations
60 E Rio Salado Prkwy Suite 900, Tempe AZ 85281
Phone: (561) 244-7100 | Email: ir@bonkinc.com | Website: www.bonkinc.com
SOURCE: Bonk, Inc.
View the original press release on ACCESS Newswire
FAQ
Who is the counterparty in Bonk’s preferred stock redemption?
The counterparty is Core4 Capital Holdings Corp, an Ohio corporation, which agreed to sell 26,667 Series A preferred shares back to Bonk.
Does the transaction include any legal settlements or claim releases?
Yes. In connection with the redemption, Core4 agreed to a comprehensive general release of all past, present, and potential legacy claims against Bonk arising from its investment.