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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C., 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 4, 2026
BONK,
INC.
(Exact
name of registrant as specified in charter)
| Delaware |
|
001-39569 |
|
83-2455880 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
18801
N Thompson Peak Pkwy Ste 380, Scottsdale, AZ 85255
(Address
of principal executive offices) (Zip Code)
(561)
244-7100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
BNKK |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
| |
|
|
|
|
| Warrants,
each exercisable for one share of Common Stock at $8.50 per share |
|
BNKKW |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
Item
1.01 Entry into a Material Definitive Agreement
On
September 4, 2026, Bonk, Inc. (the “Company”) entered into a Preferred Stock Redemption Agreement (the “Agreement”)
with Core4 Capital Holdings Corp (“Core4”), an Ohio corporation. Core4 is the holder of 100,000 Preferred Series A
Shares of Stock (the “Preferred Shares”) of the Company. Pursuant to the terms of the Agreement, the Company will
purchase from Core4, 26,667 of the Preferred Shares for an aggregate purchase price (the “Purchase Price”) of Four
Million Dollars ($4,000,000.00). The Purchase Price is payable via wire transfer within three (3) business days of the execution of the
Agreement.
Following
the consummation of the transactions pursuant to the Agreement, Core4 will hold 73,333 Preferred Shares and in the event of a merger,
convert the 73,333 Preferred Shares to 1,516,873 shares of Common Stock of the Company.
As
part of the consideration for the Purchase Price, Core4 has agreed to irrevocably waive all anti-dilution rights with respect to the
Preferred Shares and all rights under the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred
Stock filed on May 2, 2025, including voting rights, liquidation preferences, and conversion rights. Core4 has also agreed to a general
release of claims against the Company arising from Core4’s investment in the Company.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 7.01
Regulation FD Disclosure.
On September
11, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| |
|
|
| 10.1 |
|
Preferred Stock Redemption Agreement dated September 4, 2026 |
| 99.1 |
|
Press Release, dated September 11, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
September 11, 2026
| BONK,
INC. |
|
| |
|
|
| By: |
/s/
Jarrett Boon |
|
| |
Jarrett
Boon |
|
| |
Chief
Executive Officer |
|
Exhibit
99.1
Bonk,
Inc. Announces $4.0 Million Preferred Stock Redemption and Anti-Dilution Waiver
| ● | 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 $4.0 million ($4,000,000.00).
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 $4 million to retire over a quarter of our Series A Preferred Stock and permanently eliminating
restrictive anti-dilution provisions, we have taken direct action to defend shareholder value, clean up our capital structure, and establish
a clear, frictionless runway for future corporate growth.”
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
26.67% direct reduction in total Series A Preferred Stock.
| ● | 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
