Bonk approves 1B authorized shares; Nasdaq 5635 issuances cleared

Bonk, Inc. reported stockholder approvals that expand its financing flexibility.

Accepted by SEC EDGAR 11/04/2025 - 04:09 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Bonk, Inc. reported stockholder approvals that expand its financing flexibility. Shareholders approved increasing authorized common shares from 250,000,000 to 1,000,000,000. The meeting had 82,170,394 votes cast, about 48% of the 171,441,724 shares outstanding as of September 25, 2025.

Holders also approved, for Nasdaq Rule 5635 purposes, the potential issuance of 20% or more of outstanding shares at below the Minimum Price upon conversion of Series C Preferred Stock pursuant to a Securities Purchase Agreement and a Revenue Sharing Agreement, which may be deemed a change of control under Rule 5635(b). Shareholders approved the related Transactions defined in the SPA and a separate proposal permitting additional below‑Minimum Price issuances, including for stock or assets of another company, under Rule 5635(a). Proposal vote tallies included: Proposal 1 (69,432,977 for), Proposal 2 (41,603,505 for), Proposal 3 (40,805,866 for), and Proposal 5 (41,563,335 for).

Insights

Equity Capital Markets Analyst

Approvals enable larger authorized share base and potential issuances.

Shareholders authorized up to 1,000,000,000 common shares and cleared Nasdaq Rule 5635 items tied to potential conversions of Series C Preferred under a Securities Purchase Agreement and a Revenue Sharing Agreement. These approvals permit issuances at below the Minimum Price and acknowledge that conversions could be deemed a change of control under Rule 5635(b).

The business effect is structural: the company now has capacity to issue equity and proceed with SPA-defined Transactions if executed. Actual dilution, proceeds, or ownership shifts depend on future actions and holder elections, which are not specified in the excerpt.

Key anchors in the vote record: Proposal 1 passed with 69,432,977 votes for; Proposal 2 with 41,603,505 for; Proposal 3 with 40,805,866 for; Proposal 5 with 41,563,335 for. Shares outstanding were 171,441,724 as of September 25, 2025.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BNKK shareholders approve at the special meeting?

They approved increasing authorized common shares to 1,000,000,000 and several Nasdaq Rule 5635 proposals allowing potential issuances tied to Series C Preferred conversions and SPA-defined Transactions.

How many shares were outstanding for BNKK on the record date?

Shares outstanding were 171,441,724 as of September 25, 2025.

What were the vote results for the authorized share increase?

Proposal 1 received 69,432,977 votes for, 11,974,308 against, and 763,109 abstentions.

What does the Nasdaq Rule 5635 approval cover for BNKK?

It permits potential issuance of 20% or more of outstanding shares at below the Minimum Price upon Series C Preferred conversion and may be deemed a change of control under Rule 5635(b).

Were SPA Transactions approved by BNKK shareholders?

Yes. Proposal 3 to approve the Transactions defined in the SPA passed with 40,805,866 votes for.

What did Proposal 5 authorize?

It approved potential below‑Minimum Price issuances and issuance of stock or assets of another company under Nasdaq Rule 5635(a).

What was meeting participation for BNKK’s special meeting?

Votes cast totaled 82,170,394, representing about 48% of eligible shares, establishing a quorum.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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