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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): October
31, 2025
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 mart 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
5.07. Submission of Matters to a Vote of Security Holders.
On
October 31, 2025, Bonk, Inc. (the “Company”) held its special meeting of stockholders (the “Special Meeting”).
The number of shares of common stock that voted on matters presented at the Special Meeting was 82,170,394, representing approximately
48% of the 171,441,724 shares common stock outstanding as of September 25, 2025, the record date for the Special Meeting, which represented
a quorum to transact business at the Special Meeting.
The
proposals are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission
on October 6, 2025, as amended on October 15, 2025, and are incorporated herein by reference.
Proposal
1. To approve a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase
the number of our authorized shares of Common Stock from 250,000,000 shares to 1,000,000,000 shares.
| Votes
For | |
Votes
Against | |
Abstain | |
Broker
Non-Votes | |
| | 69,432,977 | |
| 11,974,308 | |
| 763,109 | |
| 0 | |
Proposal
2. To approve, for purposes of (i) Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”), the potential issuance of
20% or more of the outstanding shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”)
upon the conversion of the Company’s Series C Convertible Stock, par value $0.001 per share (the “Series C Preferred Stock”)
in a transaction, other than a public offering, at below the Minimum Price, and (ii) Rule 5635(b) of Nasdaq, the potential issuance of
a number of shares of Common Stock in excess of 19.99% of our outstanding shares of Common Stock upon the conversion of shares of Series
C Preferred Stock, which may be deemed a “change of control” under Nasdaq Listing Rule 5635(b), each pursuant to the Securities
Purchase Agreement (the “SPA”), by and between the Company and the purchaser signatory thereto, and pursuant to the Revenue
Sharing Agreement, by and between the Company and the purchaser signatory thereto.
| Votes
For | |
Votes
Against | |
Abstain | |
Broker
Non-Votes | |
| | 41,603,505 | |
| 3,662,518 | |
| 399,145 | |
| 36,505,226 | |
Proposal
3. To approve the Transactions, as defined in the SPA, as contemplated by the Transaction Documents, as defined in the SPA.
| Votes
For | |
Votes
Against | |
Abstain | |
Broker
Non-Votes | |
| | 40,805,866 | |
| 3,493,078 | |
| 1,366,224 | |
| 36,505,226 | |
Proposal
5. To approve, for purposes of (i) Rule 5635(d) of Nasdaq, the potential issuance of 20% or more of the outstanding shares of the
Common Stock in a transaction, other than a public offering, at below the Minimum Price, and (ii) Rule 5635(a) of Nasdaq, the issuance
of stock or assets of another company, each pursuant to the Securities Purchase Agreement, by and between the Company and the purchasers
signatory thereto.
| Votes
For | |
Votes
Against | |
Abstain | |
Broker
Non-Votes | |
| | 41,563,335 | |
| 3,720,098 | |
| 381,735 | |
| 36,505,226 | |
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:
November 4, 2025
| BONK,
INC. |
|
| |
|
|
| By: |
/s/
Jarrett Boon |
|
| |
Jarrett
Boon |
|
| |
Chief
Executive Officer |
|
