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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 8, 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)
Safety
Shot, Inc.
(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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Effective
as of October 10, 2025, the Board of Directors (the “Board”) of Bonk, Inc. (the “Company”) appointed Connor Klein
as an independent member of the Board and of the Company’s audit committee to serve until the Company’s 2026 Annual Meeting
of Stockholders. Mr. Klein will receive compensation consistent with the Company’s non-executive directors.
Mr.
Klein does not have any family relationships with any of the Company’s directors or executive officers.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Name
and Symbol Change
On
September 16, 2025, the Board approved the change in the name of the Company to “Bonk, Inc.” (the “Name Change”)
and the change in the trading symbol of the Company to “BNKK” on the Nasdaq Capital Market (the “Symbol Change”)
to align with its major transformation into a BONK strategy company.
On
October 8, 2025, to effectuate the Name Change, the Company filed a Certificate of Amendment of the Certificate of Incorporation of the
Company, as amended and restated (the “Charter Amendment”), with the Secretary of State of the State of Delaware.
The
Name Change and the Symbol Change took effect on the Nasdaq Capital Market on October 10, 2025.
Pursuant
to Section 242(d)(1) of the Delaware General Corporation Law, no shareholder approval was required for the Charter Amendment because
it only related to a name change. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Neither
the Name Change nor the Symbol Change affects the rights of the Company’s stockholders, and stockholders do not need to take any
action in connection with the Name Change or the Symbol Change. The CUSIP number for the Company’s common stock and warrants remain
48208F105 and 48208F113, respectively.
Series
C Certificate of Designation Amendment
On
October 10, 2025, the Company, upon approval of the Company’s Board of Directors and the sole holder of the Company’s Series
C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), filed an Amendment to
the Amended and Restated Certificate of Designation of Series C Preferred Stock with the Secretary of State of the State of Delaware
(the “Series C Certificate of Designation Amendment”). The Series C Certificate of Designation Amendment adds a “step-down
provision” in respect of the rights granted to the holders of Series C Preferred Stock to elect members of the Board.
The
foregoing description of the Series C Certificate of Designation Amendment does not purport to be a complete description of such document
and is qualified in its entirety by reference to the full text of such document, a copy of which is filed herewith as Exhibit 3.2 and
incorporated by reference herein.
Item
7.01 Regulation FD Disclosure.
On
October 9, 2025, the Company issued a press release announcing the Name Change and Symbol Change. A copy of the press release is furnished
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
8.01 Other Events.
On
March 31, 2025, the Company filed a Current Report on Form 8-K attaching a press release dated March 31, 2025 stating that the Company
would be executing a spin-off of its Caring Brands division, with 2 million shares being distributed to Safety Shot shareholders. The
Company is no longer distributing the 2 million shares to Safety Shot shareholders.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| 3.1 |
|
Certificate of Amendment of Certificate of Incorporation |
| 3.2 |
|
Amendment to Amended and Restated Certificate of Designation of Series C Preferred Stock |
| 99.1 |
|
Press Release dated October 9, 2025 |
| 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:
October 14, 2025
| BONK,
INC. |
|
| |
|
|
| By: |
/s/
Jarrett Boon |
|
| |
Jarrett
Boon |
|
| |
Chief
Executive Officer |
|
