BONK, INC.

BONK, INC.

Notes to Financial Statements

Note 1 -Organization and Business Operations

Bonk, Inc. (NASDAQ: BNKK) was formerly known as Safety Shot, Inc., and prior to that, Jupiter Wellness, Inc. In August 2023 the Company acquired certain assets of GBB Drink Lab Inc which included the blood alcohol reduction drink Sure Shot (the “Sure Shot Dietary Supplement”), an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol by supporting its metabolism. Concurrently with the purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched the Sure Shot Dietary Supplement in December 2023.

On January 8, 2025, the Company entered into an Arrangement Agreement on January 7, 2025 (the “Arrangement Agreement”) with Yerbaé Brands Corp. (“Yerbaé”), pursuant to which the Company agreed, among other things, to acquire all of the issued and outstanding common shares of Yerbaé (the “Yerbaé Shares”) in exchange for shares of common stock of Safety Shot (each, a “Safety Shot Share”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under theBusiness Corporations Act (British Columbia) (the “Arrangement”). The Arrangement was consummated on June 27, 2025. Yerbaé’s principal subsidiaries are Yerbaé Brands Co. (“Yerbaé USA”) and Yerbaé LLC of which Yerbaé owns 100% interests in, together, “Yerbaé”.

On October 10, 2025, the Company changed its corporate name from Safety Shot, Inc. to Bonk, Inc., following the filing of a Certificate of Amendment with the State of Delaware on October 8, 2025. The name change, which became effective on the Nasdaq Capital Market under the new trading symbols “BNKK” and “BNKKW”, reflects the Company’s strategic repositioning and alignment with the BONK ecosystem and its broader focus on digital asset and decentralized finance initiatives.

Historically, the Company generated revenue through the sale of its Sure Shot dietary supplement and Yerbaé’s plant-based energy beverage products, which were distributed online and through various retail channels. During 2025, the Company began to transition its strategic focus away from beverage sales toward opportunities within the digital asset and decentralized finance sectors. The Company’s current activities are centered on developing, investing in, and participating in projects aligned with the BONK ecosystem and other blockchain-based initiatives.

Going Concern Consideration

The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans. At September 30, 2025 and December 31, 2024, the Company had $8,960,261 and $348,816 respectively, in cash and working capital of $52,971,459 and $(6,816,954), respectively. These conditions have raised substantial doubt about the Company’s ability to continue as a going concern.

Note 2 -Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness Investments, Inc, Yerbaé, Safety Shot, Inc. and Bonk Holdings, LLC. All intercompany accounts and transactions have been eliminated.

Segment Reporting

The Company has two reportable segments: (i) the dietary and energy beverage business and (ii) digital assets, consisting of investing for growth in the appreciation of the asset and staking the tokens to produce income.

Gross profit (loss) is the segment performance measure the chief operating decision maker (“CODM”) (our CEO, Jarrett Boon) uses to assess the Company’s reportable segments.

The dietary and energy beverage products generate revenue from the sale of these products through Amazon and other direct channels. Cost of revenue consists primarily of direct manufacturing costs and freight and shipping.

The digital assets have nominal costs associated with revenue generated through staking.

The following table presents segment revenue and segment gross profit for the nine months ended September 30, 2025 and 2024 reviewed by the CODM:

Assets and liabilities are not separately analyzed or reported to the CODM and are not used to assist in decisions surrounding resource allocation and assessment of segment performance. As such, an analysis of segment assets and liabilities has not been included in this financial information.

Business Combinations

The Company accounts for business combinations in accordance with ASC 805,Business Combinations. The purchase price of an acquired business is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Identifiable intangible assets are recognized separately from goodwill and are amortized over their estimated useful lives. The determination of fair values requires management to make significant estimates and assumptions. These estimates are inherently uncertain and may be refined for up to one year from the acquisition date as additional information becomes available. Transaction costs incurred in connection with business combinations are expensed as incurred.

Fair Value Measurements

The Company follows ASC 820,Fair Value Measurement, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is determined based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company classifies assets and liabilities measured at fair value into a three-tier hierarchy based on the observability of inputs used in the valuation:

The Company holds certain marketable securities that are measured at fair value on a recurring basis. Convertible debt instruments are initially recorded at fair value, which may include bifurcation of embedded conversion features, if applicable, under ASC 815.

Debt Extinguishment and Modification

Any changes or modification to debt instruments must be examined to determine if the modification has any significant effect. If the changes or modifications are material, the change or modification must be accounted for as an extinguishment. If determined to be an extinguishment, the change or modification to the original debt is derecognized and a new debt is recognized. Any difference in the fair value is recognized as a gain or loss on extinguishment.

Equity Method for Investments

Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There wereno cash equivalents as of September 30, 2025, or December 31, 2024.

Inventory

Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write- offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. During the three and nine months ended September 30, 2025, the Company hadno write-downs or write-offs. During the nine months ended September 30, 2024, the Company took a write down of certain raw materials and finished goods totaling $1,902,279, due to rebranding issues.

Trading Securities

Securities that the Company intends to sell are classified as trading securities. Trading securities are carried at fair value with gains and losses recognized in current period earnings.

Digital Assets

Our Digital Assets consist of BONK tokens (“Bonk”), as part of its treasury strategy, that meet the scope requirements of ASU 2023-08, Accounting for and Disclosure of Crypto Assets. The Company accounts for these assets at fair value in accordance with ASC 350-60 and ASC 820, with changes in fair value recognized in net income.

Digital Assets are classified as current or noncurrent in the consolidated balance sheet under ASC-210, based on the Company’s intended holding period and liquidity considerations. Assets expected to be sold or used within one year from the reporting date are classified as current assets. Treasury assets not intended to be sold or converted to cash within the operating cycle are classified as noncurrent assets.

Crypto assets are not offset against any related liabilities and are presented on a gross basis in the balance sheet, consistent with ASC 210-20, unless a legal right of setoff exists and settlement is intended to occur on a net basis.

The Company determines the fair value of crypto assets using quoted prices from active markets at the balance sheet date (Level 3 inputs under ASC 820).

Gains and losses resulting from changes in fair value are included in the statement of operations.

The Company discloses the composition of crypto assets, including fair value by major type of token, as well as the location on the balance sheet and significant changes during the reporting period, in accordance with the disclosure requirements of ASU 2023-08.

Future sales or exchanges of coins will be accounted for on a first in first out basis (FIFO).

90% of revenue that is used to purchase BONK tokens is not legally or contractually restricted. Under the Revenue Sharing Agreement, 90% of gross revenues must be converted into BONK and deposited into the Treasuries Wallet. The agreement does not impose any lock-ups, use-restrictions, release conditions, or prohibitions on sale or transfer after the BONK is received. The BONK tokens are fully available for the Company’s use, without restriction. The Company has full control and the ability to sell, transfer, or use the tokens at any time. The Company has chosen, as part of its long-term economic strategy, not to sell these tokens. This is a voluntary internal policy, not an externally imposed restriction. The Company’s strategic objective is to accumulate BONK in treasury in order to support long-term token stability and ecosystem value, which is consistent with the economic purpose of the revenue-sharing arrangement. Because the tokens are fully under the Company’s control and are not subject to contractual release conditions, they are not “restricted assets”. The Company can access the economic benefits at any time if needed.

Net Loss per Common Share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share.

Revenue Recognition

Beverage Products

The Company generates its revenue from the sale of its drink products directly to the end user or through a distributor (collectively the “customers”).

The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date.

The Company only provides refunds for products that are damaged during delivery to the customer. However, instances of refunds are rare and have not historically had a material impact on the Company’s results of operations. Finally, the Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.

In addition to variable consideration, the Company also provides payments to certain customers for slotting fees. In accordance with the guidance in ASC 606-10-32, the Company determined that the payment is not in exchange for a distinct good or service and it is therefore recognized as a reduction to the transaction price. As the slotting fee payment covers the life of the contract with a customer, the initial payment is recognized as an asset and is amortized as a reduction to revenue on a rational and reasonable basis over the estimated life of the contract.

Digital Asset Income

The Digital Assets Segment generates revenue through the Company’s participation in digital content and blockchain-based platforms under the Bonk Digital Agreement.

On August 8, 2025, the Company entered into a revenue sharing agreement with related party, Bonk Digital, Inc. (the “Bonk Agreement”) in which the Company obtained rights to a share of future revenue streams derived from Bonk’s digital platform (the “Bonk Digital Asset”). In accordance with the guidance in ASC 805-50-30-1, ASC 350-30-25-2, ASC 55-10-45-1 and ASC 820-10-35-2, a discounted cashflow with a terminal period of 5 years and a discount rate of 15% was used to calculate the fair value of future revenues in accordance with the agreement.

Revenue in this segment is recognized as the underlying platform revenues are earned by Bonk and the Company’s share becomes realizable under the terms of the Bonk Agreement. The Company’s share of those revenues is based on a fixed percentage of gross receipts or other participation metrics as defined in the agreement.

Amounts earned under the Bonk Agreement are not contingent on product sales and is recognized as “Related party income from digital assets” in the consolidated statements of operations when:

Revenue is typically recorded on a net basis, representing the Company’s proportionate share of digital platform proceeds received or receivable during the reporting period.

Accounts Receivable and Credit Risk

Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. As of September 30, 2025 and December 31, 2024, the Company had $0 allowance for doubtful collections.

Certain non-cash transactions, including the issuance of common stock in exchange for digital assets, are recorded as accounts receivable until settlement occurs. On September 30, 2025, the Company issued shares of its common stock in exchange for the Bonk Digital Asset with a fair value of $21 million. As the cash consideration for this transaction was not received until October 1, 2025, the Company recorded the transaction as an increase to Accounts Receivable and Common Stock Payable, with the digital asset recorded at its fair value on the date of issuance.

Impairment of Long-Lived Assets

We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.

Other Asset - Revenue Sharing Agreement

During the three months ended September 30, 2025, the Company entered into a revenue sharing agreement (the “Agreement”) with a related party. In connection with the Agreement, the Company issued 100,000 shares of its Series C preferred stock as consideration for the counterparty’s participation in the arrangement. The Agreement entitles the counterparty to receive a portion of future revenues generated from certain Company products and initiatives, subject to the terms and conditions of the Agreement.

The issuance of the Series C preferred stock was accounted for as a non-cash transaction. The fair value of the Series C preferred stock issued was determined using a discounted cash flow model based on management’s estimates of future revenues expected to be generated under the Agreement. The resulting fair value was recorded as an increase to additional paid-in capital, with a corresponding amount recognized as an “Other asset” within the consolidated balance sheet as of September 30, 2025, representing the Company’s right to future economic benefit from the Agreement. As of September 30, 2025, the asset at a fair value of $2,195,379 and is amortized on a straight-line basis over 4.25 years. The Company recognized $44,804 in related amortization expense for the three and nine months ended September 30, 2025.”). A discounted cashflow with a terminal period of 5 years and a discount rate of 15% was used to calculate the fair value of future revenues in accordance with the agreement

The Company will evaluate the carrying value of this asset for impairment in future reporting periods as actual revenues are realized or if other indicators of impairment arise. 15

Intangible Assets

Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.

The Company didnot have any impairment charges during the three and nine months ended September 30, 2025 and 2024.

Research and Development

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $8,668 and $10,315 for the three months ended September 30, 2025 and 2024, respectively. The Company incurred research and development expenses of $24,190 and $271,719 for the nine months ended September 30, 2025 and 2024, respectively.

Stock Based Compensation

The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant- date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants and share-based payments issued to non-employees for goods or services. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.

Discontinued Operations

On September 24, 2024, the Company signed a separation agreement with Caring Brands, Inc. Caring Brands, Inc. is no longer a subsidiary of the Company, all operations performed under the Caring Brands product line are considered discontinued operations and no longer reported the Company’s financials. The Company recognized $299,184 in loss from discontinued operations for the three and nine months ended September 30, 2024.

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (i) affiliates of the Company; (ii) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (iii) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (iv) principal owners of the Company; (v) management of the Company; (vi) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (vii) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, enhancing segment reporting requirements under ASC 280. This ASU aims to provide investors with more detailed information about a public entity’s reportable segments, including those with a single reportable segment. The key provisions include**:**

These amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the ASU for the year ended December 31, 2024. The adoption of the ASU did not have a material impact on the Company’s financial statements.

Note 3 -Prepaid Expenses and Deposits

At September 30, 2025, the Company had prepaid expenses and deposits totaling $3,157,984 consisting of $1,069,650 which includes the Company’s prepaid IR Campaign and other dues and subscriptions, $1,787,942 prepaid insurance, and $300,392 consisting of deposits on raw materials, security deposits, and capitalized slotting fees. At December 31, 2024, the Company had prepaid expenses and deposits of $920,189, consisting of $193,074 of raw materials, prepaid insurance of $260,943, security deposits of $55,116 and other prepaids of $411,056.

Note 4 –Digital Assets

The following table provides a roll-forward of digital assets measured at fair value on a recurring basis for the nine months ended September 30, 2025:

During the three and nine months ended September 30, 2025, the Company recognized an unrealized loss from remeasurement of digital assets of $7,213,473.

Note 5 -Inventory

At September 30, 2025, the Company had inventory of $890,841, consisting of $231,143 of raw materials and $659,698 of finished goods. At December 31, 2024, the Company had inventory of $233,510, consisting of $132,785 of raw materials and packaging supplies and $100,725 of finished goods.

Note 6-Investments

Effective August 14, 2023, the Company sold its former wholly-owned subsidiary SRM Entertainment, Inc. (“SRM”) and SRM consummated its Initial Public Offering (“IPO”)(see Sale of SRM Entertainment, Inc. included in Note 2. Above). As of September 30, 2025, the Company held 47,142 of SRM’s common stock, which are considered marketable securities and had a fair value of $0.1 million.

On July 11, 2025, the Company entered into a stock purchase agreement, dated July 11, 2025 (the “Stock Purchase Agreement”), between the Company and an institutional investor. Pursuant to the Stock Purchase Agreement, the Company sold 2,200,000 shares of SRM Entertainment, Inc. common stock for an aggregate amount of $12,105,000.

During the nine months ended September 30, 2025, the Company had an unrealized gain on sale of stock for an aggregate total of $12,594,998. Consisting of an unrealized gain of $18,190,351 on six months ended June 30, 2025, and an unrealized loss of $5,595,353 on three months ended September 30, 2025.

On September 4, 2025, the Company entered into a stock purchase agreement, dated September 4, 2025 (the “Stock Purchase Agreement”), between the company and an institutional investor. Pursuant to the Stock Purchase Agreement, the Company sold 500,000 shares of Caring Brands Inc. common stock for an aggregate amount of $500,000. The Company has a balance of $2,500,000 of Caring Brands Inc common stock remaining.

Note 7 –Intangible Assets

The Company’s intangible assets consist of the following:

Amortization expense for the three months ended September 30, 2025 and 2024 was $146,654 and $101,850. Amortization expense for the nine months ended September 30, 2025 and 2024 was $350,354 and $305,550.

Note 8–Acquisitions

Acquisition of Yerbaé

On June 27, 2025, the Company completed the acquisition of Yerbaé, a premium energy beverage company, in a transaction accounted for as a business combination under ASC 805,Business Combinations. The acquisition supports Safety Shot’s strategic growth in the functional beverage market. The Company acquired 100% of the equity interests of Yerbaé in exchange for a combination of cash and equity. The total purchase consideration was approximately $6.0 million, comprised of 19,881,948 common shares at a fair value of $0.301, or the stock price of the Company as of the acquisition date.

The acquisition was funded through newly issued shares of the Company’s common stock. The following table summarizes the allocation of the total purchase consideration to the assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date:

The excess of the purchase price over the fair value of net assets acquired was recorded as goodwill. Goodwill primarily represents expected synergies, brand recognition, and the assembled workforce. None of the goodwill is expected to be deductible for tax purposes. The allocation of the purchase price is preliminary and is subject to change as the Company completes its assessment of the fair value of assets acquired and liabilities assumed. The Company expects to finalize the purchase price allocation within the measurement period, which will not exceed one year from the acquisition date. Transaction-related costs of approximately $500,000 were expensed as incurred and are included in general and administrative expenses on the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2025.

Summary Pro Forma Financial Information (Unaudited)

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustment is as follows:

(AA) Represents amortization of intangible assets stemming from tradenames-trade secrets and non-compete agreements. The non-compete agreements were fully amortized during the proforma period ending December 31, 2023.

The Unaudited Pro Forma Condensed Combined Statements of Operations for the three and nine months ended September 30, 2025 and 2024 combines the historical statements of operations of Bonk and Yerbaé Brands Corp. for such period on a pro forma basis as if the transaction had been consummated on January 1, 2024, the beginning of the earliest period presented.

GBB Acquisition

On July 10, 2023, the Company entered into an Asset Purchase Agreement (the “APA”) with GBB Drink Lab, Inc. (“GBB”) under the terms of which the Company acquired certain assets of GBB (the “Purchased Assets”) which included the patents for a blood alcohol reduction product Safety Shot, an over-the- counter dietary supplement that can lower blood alcohol content by supporting its metabolism. The purchase price was 5,000,000 shares of the Company’s restricted common stock, valued at $2,468,500, plus $2,460,664 in cash and additional amounts based upon achieving certain benchmarks. The transaction was accounted for as a single asset purchase and the entire purchase price of $4,929,164 was allocated to the patents. The APA also contains two earn-out provisions that entitle GBB to additional consideration for the Purchased Assets in the maximum amount of $5,500,000 as follows: (i) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $11,000,000 from exercises of the Company’s $1.00 Warrants at an exercise price of $1.00 per Common Share (“Milestone 1”), the Company shall pay to the Seller $2,500,000 payable in cash; and (ii) in the event that during the Earn-Out Period, the Company receives cash proceeds of at least $14,000,000 from exercises of the Company’s outstanding July 2021 Warrants at an exercise price of $1.40 per Common Share (“Milestone 2” and collectively with Milestone 1, the “Earn-Out Milestones” and individually, an “Earn-Out Milestone”), the Company shall pay to the Seller an additional $3,000,000 in cash. In December 2023, the Company paid an additional $2,000,000 under the earn-our provisions which was allocated to the patents. As of September 30, 2025, GBB is entitled to an additional payment of $175,000 under Milestone (i).

Summary of transaction and carrying value:

Note 9 –Accrued Expenses

At September 30, 2025 and December 31, 2024, the Company had accrued expenses totaling $2,079,925 and $1,667,605, which consisted of accrued interest, credit card payables, advances, and payroll accruals.

Note 10 -Convertible Notes Payable

On January 20, 2025 the Company entered into a convertible note agreement with Bigger Capital LLP (i) a secured convertible note in the principal amount of $1,750,000 maturing on December 31, 2026 (the “Secured Convertible Note”); and (ii) a convertible note in the principal amount of $3,500,000 maturing July 21, 2025 (the “Convertible Note,” and, together with the Secured Convertible Note, the “Notes”). The notes entered were due to a legal settlement and no cash was received. On June 12, 2025, Bigger sold the notes to Trajan and Fried. The sale had no impact on the Company’s outstanding balance.

Exchange Agreement

On July 2, 2025, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with certain investors (the “Investors”). Pursuant to the Exchange Agreement, the Investors exchanged (i) the Secured Convertible Note and (ii) the Convertible Note previously issued by the Company for an aggregate of 7,212 shares of the Company’s Series B Preferred Stock. The exchange was accounted for as an extinguishment of debt in accordance with ASC 470-50,Debt — Modifications and Extinguishments, as the terms of the new instruments were substantially different from those of the original notes. The carrying amount of the extinguished notes, including any unamortized discount or deferred costs, was derecognized, and the Series B Preferred Stock was recorded at its fair value on the date of exchange. The difference between the carrying amount of the notes and the fair value of the preferred shares issued was recognized as an increase to additional paid-in capital.

Interest expense related to the above Notes for the three and nine months ended September 30, 2025 was $132,512 and $339,737.

Note 11 –Covid-19 SBA Loans

During the year ended December 31, 2020, the Company applied for and received $55,700 under the Economic Injury Disaster Loan Program (“EIDL”), which is administered through the Small Business Administration (“SBA”). During 2021, the SBA notified the Company that the terms of the EIDL are a term of 30 years and an interest rate of 3.75%. The balance of the EIDL at September 30, 2025 and December 31, 2024 was $48,805 and $47,928, respectively.

Note 12 -Capital Structure

Preferred Stock

The Company is authorized to issue a total of 1,000,000 shares of preferred stock with par value of $0.001. The Company’s Preferred Stock provides holders the right to receive dividends, when, as, and if declared, on an as-converted-to-common-stock basis and in the same form as dividends paid on common stock, excluding dividends in the form of common stock which are governed by the Certificate of Designation. The Preferred Stock is voting stock, with holders entitled to vote together with common stockholders on an as-converted basis, with one vote for each share of common stock into which the Preferred Stock is then convertible, subject to limitations set forth in the Certificate of Designation. In the event of any liquidation, dissolution, or winding up of the Company, distributions will be made to holders of Preferred Stock and common stock pro rata based on the number of shares held, treating all Preferred Stock as if converted to common stock immediately prior to such event and without regard to any conversion limitations. subject to adjustment for certain corporate events, including stock dividends and splits, subsequent equity sales, rights offerings, pro rata distributions, and fundamental transactions, as defined in the Certificate of Designation.

Series A Preferred Stock

On May 2, 2025, the Company filed a Certificate of Designation with the Delaware Secretary of State designating,61,949 shares as SeriesA-1 Convertible Preferred Stock,17,401 shares as Series A-2 Convertible Preferred Stock,20,650 shares as Series A-3 Convertible Preferred Stock (all such series of preferred stock referred to herein collectively as “Series A Preferred Stock”), each with a stated value of $750 per share. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series A Preferred Stock.

The Series A Preferred Stock is convertible, at the option of the holder, into shares of the Company’s common stock at a fixed conversion price of $4.3935 per share, subject to adjustment for stock splits, stock dividends and similar events. Holders of the Series A Preferred Stock are entitled to dividends equal, on an as-if-converted-to-common-stock basis, to the dividends actually paid on shares of common stock when, as and if declared. The Series A Preferred Stock is voting stock: holders are entitled to vote together with the common stock on an as-converted basis (one vote per share of common into which their Series A shares are convertible). Upon any liquidation event, the assets available for distribution will be distributed among the holders of Preferred Stock and the common stock pro-rata based on the number of shares held and treating the Series A shares as if converted into common stock immediately prior to liquidation, without regard to any conversion limitations.

On May 2, 2025, the Company entered into an exchange agreement with Core 4 Capital Corp., a related party, and converted 6,575,025 shares of common stock to 39,993 shares of preferred stock. The Company believes the terms of these transactions are comparable to those that could be obtained from unrelated third parties; however, because the transactions are with related parties, they may not be the result of arm’s-length negotiations. All related party balances are unsecured, non-interest bearing, and due on demand unless otherwise noted. The Company used a third party’s calculations to value the Series A preferred stock. The third party used the option pricing model to calculate a $76.00 per preferred A share or $3,034,908. The fair value of the common stock exchanged on May 2, 2025 was $.4799 per common share or $3,155,354, resulting in a loss on the exchange of $120,446 taken ont the income statement. The Company had 39,933 and 0 shares of Series A preferred stock outstanding as of September 30, 2025 and December 31, 2024, respectively.

Series B Preferred Stock

On July 2, 2025, the Company filed a Certificate of Designation with the Delaware Secretary of State designating 10,000 shares of its Series B Convertible Preferred Stock (the “Series B Preferred Stock”), each with a stated value of $750 per share. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Series B Preferred Stock.

The Series B Preferred Stock is convertible, at the option of the holder, into shares of the Company’s common stock at a fixed conversion price of $0.34 per share, subject to adjustment for stock splits, stock dividends and similar events. Holders of the Series B Preferred Stock are entitled to dividends equal, on an as-if-converted-to-common-stock basis, to the dividends actually paid on shares of common stock when, as and if declared. The Series B Preferred Stock is voting stock: holders are entitled to vote together with the common stock on an as-converted basis (one vote per share of common into which their Series B shares are convertible). Upon any liquidation event, the assets available for distribution will be distributed among the holders of Series A Convertible Preferred Stock, Series B Preferred Stock and the common stock pro-rata based on the number of shares held and treating the Series B shares as if converted into common stock immediately prior to liquidation, without regard to any conversion limitations.The company used a third party’s calculations to value the Series B preferred stock. The third party used the option pricing model to calculate a $564 per preferred B share or $4,063,962. The cash value of the convertible note was $5,408,525, resulting in difference of $1,344,563 on the extinguishment. The difference was credited to additional paid in capital.

The Series B Preferred Stock was issued as part of the exchange agreement. Refer to Note 10.

Series C Preferred Stock

On August 8, 2025, the Company entered into a Securities Purchase Agreement (the “August Purchase Agreement”) with an institutional investor entity (the “Investor”) for a private investment in public equity (the “PIPE Offering”) of 35,000 shares of its Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), convertible into 62,701,541 shares of common stock, par value $0.001 (the “Common Stock”), at a conversion price of $0.5582 per share of Common Stock. The 35,000 shares of Series C Preferred Stock are referred to herein as the “SPA Preferred Stock Shares.”

The Investor paid the $25 million purchase price for the SPA Preferred Stock Shares in the form of BONK tokens (the “Consideration Tokens”), based on the closing price of BONK tokens on August 10, 2025. The Consideration Tokens are held in the custodian wallet account designated and controlled by the Company’s Board of Directors (the “Board”).

On August 8, 2025, the Company also entered into a Revenue Sharing Agreement (the “Revenue Sharing Agreement”) with the Investor, pursuant to which the Company agreed to issue 100,000 shares of the Series C Preferred Stock, convertible into 179,147,260 shares of Common Stock at a conversion price of $0.5582 per share of Common Stock, in exchange for an amount equal to 10% of all gross revenue of LetsBonk.fun in perpetuity. The 100,000 shares of Series C Preferred Stock are referred to herein as the “RSA Preferred Stock Shares,” and the SPA Preferred Stock Shares and the RSA Preferred Stock Shares are collectively referred to herein as the “Preferred Stock Shares.” The Company recorded an asset representing the revenue sharing aggregate using a discounted cash flow analysis. As of September 30, 2025, the asset had a net value of $2,195,379 and is included in the accompanying consolidated balance sheet as an other asset. The asset is amortized over 4.25 years.

The Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained. See Note 15 Subsequent Events – Increase in Authorized Shares for more detailed information.

The conversion price and number of shares of Common Stock issuable upon conversion of the Preferred Stock Shares is subject to appropriate adjustment in the event of stock splits and subsequent rights offerings. There is no trading market available for the Preferred Stock Shares on any securities exchange or nationally recognized trading system. The Company does not intend to list the Preferred Stock Shares on any securities exchange or nationally recognized trading system.

The securities being offered and sold by the Company under the August Purchase Agreement and the Revenue Sharing Agreement have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors.

Pursuant to the August Purchase Agreement and the Revenue Sharing Agreement, on August 11, 2025, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of the State of Delaware (the “Series C Certificate of Designation”).

The stated value of the Series C Preferred Stock is $1,000 per share.

Holders of the Preferred Stock Shares are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock are convertible on the basis of a conversion price of $1.00. The Holders shall vote together with the holders of shares of Common Stock as a single class. The Preferred Stock Shares cannot be voted on an “as converted basis” of more than 19.99% of the currently outstanding shares of Common Stock until shareholder approval of such voting rights is obtained.

Holders shall be entitled to receive, and the Company shall pay, dividends on Preferred Stock Shares equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.

Upon any liquidation, dissolution or winding-up of the Company, the holders of Preferred Stock Shares shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Preferred Stock Shares were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock.

In the event that LetsBonk.fun ceases operations on or prior to the six-month anniversary of the original issuance date of the Preferred Stock Shares, then 50% of the Preferred Stock Shares issued shall be subject to automatic rescission and shall be returned to the Company for cancellation without further action by the Investor or the Company.

At all times when the Series C Preferred Stock remains issued and outstanding, (1) the holders of record of the shares of Series C Preferred Stock, exclusively and voting together as a separate class on an as-converted to Common Stock basis, shall be entitled to elect 50% of the directors of the Company (the “Preferred Directors”); and (2) the holders of record of the shares of Common Stock and of any other class or series of voting stock, exclusively and voting together as a single class on an as-converted to Common Stock basis, shall be entitled to elect the balance of the total number of directors of the Company (the “At-Large Directors”). If the holders of shares of the Series C Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, then any directorship not so filled shall remain vacant until such time as the holders of the Series C Preferred Stock fill such directorship.

The Company and the Holders acknowledge and agree that the Company is entitled to receive 10% of all gross revenue generated by LetsBonk.fun (the “LB Interest”), as set forth in that certain Revenue Sharing Agreement. The rights of the Company to receive revenue under this Section are contractual rights derived through and governed by the Revenue Sharing Agreement, and are not dividend rights under Delaware corporate law. In the event that LetsBonk.fun ceases operations on or prior to the six-month anniversary of the original issuance date of the Series C Preferred Stock (“Triggering Event”), then 50% of the Series C Preferred Stock issued shall be subject to automatic rescission and shall be returned to the Company for cancellation without further action by the Holder or the Company.

***Common Stock -***The Company is authorized to issue a total of 1,000,000,000 shares of common stock with par value of $0.001. As of September 30, 2025 and December 31, 2024, there were 171,441,738 and 62,640,314 shares of common stock issued and outstanding, respectively.

2025 issuances:

Conversion of common stock to preferred A

During the nine months ended September 30, 2025, the Company converted 6,575,025 shares of common stock to 39,933 shares of preferred A stock valued at $3,155,354 and $3,034,908 respectively.

Common stock issued for stock based compensation

During the nine months ended September 30, 2025, the Company issued 15,717,869 shares of common stock in exchange for compensation valued at $8,040,310, based upon the closing market price of the Company’s stock on the date of related agreements.

Common stock issued for services

During the nine months ended September 30, 2025, the Company issued 4,050,244 shares of common stock in exchange for services valued at $2,042,484, based upon the closing market price of the Company’s stock on the date of related agreements.

Common stock issued for cash

During the nine months ended September 30, 2025, the Company issued 35,900,947 shares of common stock valued at $20,367,158, based upon the closing market price of the Company’s stock on the date of each issuance.

Common stock issued for litigation settlement

During the nine months ended September 30, 2025, the Company issued 4,245,987 shares of common stock in connection with litigation settlement and recognized a loss of $4,640,465.

Common stock issued for settlement of payables

During the nine months ended September 30, 2025, the Company issued 23,250,000 shares of common stock in exchange for the settlement of various payables valued at $4,488,282, based upon the closing market price of the Company’s stock the date of each settlement.

Common stock issued for private placement

During the nine months ended September 30, 2025, the Company had five take-downs under its S-3 Registration Statement under which the Company issued a total of 9,038,650 unrestricted shares of its common stock with a fair value of $4,971,971.

Common stock issued for employee bonus

During the nine months ended September 30, 2025, the Company issued 250,000 shares of common stock with a fair market value of $347,500.

Common stock issued in connection with Yerbaé acquisition

During the nine months ended September 30, 2025, the Company issued 19,881,948 shares of common stock in connection with the Yerbaé acquisition (see Note 6).

The following table summarizes the issuances of the Company’s shares of common stock for the three and nine months ended September 30, 2025 as follows:

Common Stock Payable

The following table summarizes the activity of the Company’s common stock payable for the three and nine months ended September 30, 2025:

Note 13 -Warrants and Options

Warrants

During the year ended December 31, 2024, the Company reached a settlement with Bigger Capital Fund LP, (“Bigger”) for a resolution to all issues and claims that relate to the previously filed action against the Company in the Supreme Court of the State of New York, New York County, Index No. 65018/2024 (see Note 12). Under the terms of the Settlement the Company agreed to cancel 1,656,050 original warrants with an exercise price of $1.40 held by Bigger in exchange for 5,332,889 “exchange” warrants with an exercise price of $0.4348. The fair value of the exchange warrants is $2,732,329 which is offset by the unamortized value of $439,028 of the original warrants.

On August 30, 2024, the Company entered into a Securities Purchase Agreement with an affiliate for the purchase of 3,370,787 shares of the Company’s common stock for a purchase price of $3,000,000 (market price of $0.89 per share) and 3,370,787 Common warrants for a purchase price of $421,348 (priced at $0.125 per share). The warrants have afive-year term and an exercise price of $0.89 per share.

The following tables summarize all warrants outstanding as of September 30, 2025 and December 31, 2024, and the related changes during the period. Exercise price is the weighted average for the respective warrants at end of period.

Stock Options

The following tables summarize all stock options outstanding as of September 30, 2025 and December 31, 2024, and the related changes during the period. Exercise price is the weighted average for the respective stock options at end of period.

The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date.

Note 14 -Commitments and Contingencies

The Company entered into an office lease Effective July 1, 2021, which was terminated on August 11, 2025. The primary term of the lease was five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows:

Under ASC 842, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $870,406 representing the present value of the future payments under the lease calculated using an 8% discount rate (the current borrowing rate of the company). The ROU and lease liability are amortized over the five-year life of the lease. The unamortized balances as of September 30, 2025 were ROU asset of $45,805 and a current portion of the lease liability of $57,700. At December 31, 2024, the unamortized balances were ROU asset of $299,722, the current portion of the lease liability was $212,964 and non-current portion of the lease liability was $114,148.

Additionally, the Company recognized rent expense of $41,253 and $152,691 for the lease during the three and nine months ended September 30, 2025, respectively.

Legal Proceedings

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

On September 5, 2023, “Sabby” Volatility Warrant Master Fund Ltd. filed a lawsuit against the Company in the federal district court for the Southern District of New York case captioned Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc., No.1:23-cv-07874-KPF (the “Litigation”). Sabby’s initial complaint in the Litigation alleges that the Company’s delayed spin-off and distribution of the common stock of “SRM” Entertainment. Inc. give rise to claims of breach-of-contact, promissory estoppel, and negligent misrepresentation. On November 10, 2023, Jupiter sought judicial permission to move to dismiss Sabby’s complaint, arguing that Sabby had no legal right to the delayed distribution occurring on the original record date, and that regardless, no law requires the Company to compensate Sabby for the costs of covering its short position against the Company. The Litigation was dismissed with prejudice by the federal district court for the Southern District of New York on September 23, 2024. On October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States Court of Appeals for the Second Circuit. In or around March of 2025, Sabby was successful in its appeal to the Second Circuit and the lower court’s ruling was overturned as to Sabby’s breach of contract claim – Sabby’s remaining claims were dismissed. On or about July 1, 2025, the Second Circuit denied the Company’s petition for reconsideration. The Company intends to vigorously defend itself against Sabby’s claims and does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

On February 9, 2024, “Sabby” Volatility Warrant Master Find Ltd. sued the Company in the federal district court for the Southern District of New York, case captioned, Sabby Volatility Warrant Master Fund Ltd. v. Safety Shot, Inc., No. 1:24-cv-920-NRB (the “Litigation”). Sabby’s initial complaint alleges that the Company has improperly refused to honor Sabby’s exercise of a Warrant to acquire 2,105,263 shares of common stock. On March 8, 2024, Sabby filed an amended complaint. The Company has answered the amended complaint is due on March 29, 2024. Sabby seeks “liquidated and compensatory damages in an amount to be proven at trial,” including compensatory damages “estimated to be at least $750,000,” liquidated damages “estimated to be at least $600,000,” specific performance, attorneys’ fees, expenses and costs. The Company does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity. The Company has made an offer of $1.5 million to settle this matter.

On January 16, 2025, Carla Olson, on behalf of herself and a putative class of similarly situated individuals, filed a Class and Representative Action against Yerbaé, LLC, in the Superior Court of the State of California for the County of San Diego, alleging, among other things, violations of various provisions of the California Labor Code, the Industrial Welfare Commissions Wage Order No. 4 and the Private Attorneys General Act (the “Litigation”). The Plaintiff alleges, among other things, that Yerbaé willfully misclassified brand ambassadors as independent contractors rather than employees and seeks to recover, among other things, unpaid wages, meal and rest break premiums, expense reimbursements and statutory penalties. The parties have agreed to participate in a mediation on December 15, 2025. The Company does not believe that the Litigation’s ultimate disposition or resolution will have a material adverse effect on the Company’s financial position, results of operations or liquidity.

On September 3, 2025, the Company has reached a settlement with Brian John, the former CEO of Jupiter Wellness, whereby Mr. John had an alleged claim for certain shares of SRM (TRON) stock (the “Settlement”). As part of the settlement, the Company agreed to give Mr. John 100,000 shares of its TRON stock. In turn, Mr. John has agreed to register 500,000 shares of the Company’s Caring Brand shares. The Settlement contains customary mutual releases of all potential claims that the parties may have against each other and covenants not to sue.

On or about July 29, 2025, the Company settled a dispute with Iroquois Master Fund, Ltd. and Iroquois Capital Investment Group (collectively “Iroquois”) whereby the Company agreed to pay Iroquois $2.5 million in exchange for a full release of all claims by Iroquois. (the “Dispute”). The Dispute stemmed from Iroquois alleged ownership and attempt to do a cashless exercise of certain Company stock warrants.

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

Note 15 -Subsequent Events

Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Employment Agreement

On October 3, 2025, the Company entered into the Employment Agreement with Ms. Russell, the Company’s Chief Financial Officer. The Employment Agreement is retroactively effective as of June 30, 2025. Under the terms of the Employment Agreement, for serving as the Company’s Chief Financial Officer, Ms. Russell will receive an annual base salary equal to $250,000. Ms. Russell will also be eligible for an annual bonus, which will be evaluated based on performance and company sales goals to be agreed upon by Ms. Russell and her direct supervisor. In addition, Ms. Russell shall be granted (i)200,000 options to purchase Company stock with a strike price of $.49 cents, which shall have been fully vested upon the Effective Date, and (ii) within 10 days of the signing of the Employment Agreement,350,000 retention RSUs with immediate vesting subject to a six (6) month hold beginning on June 30, 2025 on any sales.

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.

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, 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.

Nasdaq Compliance

On November 5, 2025, the Company received a letter (the “Letter”) from the staff of the Nasdaq Stock Market Listing Qualifications (“Staff”) that the previously disclosed private placements that the Company entered into on August 8, 2025 and August 29, 2025 (the “Transactions”) together and individually failed to comply with the following Nasdaq Listing Rules (the “Rules”): (i) notification requirements under Listing Rules 5250(b)(1), 5250(e)(2)(B) and 5250(e)(2)(D); (ii) Shareholder Approval requirements under Listing Rules 5635(a) and 5635(b); and (iii) Voting Rights requirements under Listing Rule 5640.

The Letter further stated that based on the Company’s corrective actions to amend the Transactions and subsequent disclosures, Staff has determined that the Company has regained compliance with the Rules, and that the matter is closed.

August 8, 2025 Transaction

On August 8, 2025, the Company entered into a Securities Purchase Agreement for an offering of 35,000 shares of its Series C Convertible Preferred Stock (the “Preferred Stock”), convertible into 62,701,541 shares of common stock, subject to a conversion cap of 19.99% of the outstanding shares of Common Stock until stockholder approval is obtained. The Preferred Stock also included rights to appoint 50% of the Company’s board of directors as long as the Preferred Stock remained issued and outstanding (the “Board Appointment Right”). Staff determined that the Company violated Listing Rule 5640 by issuing Preferred Stock with designation rights at a level disproportionally greater than its ownership position, thereby reducing the existing shareholders’ voting power. Staff has also determined that, as a result of the Board Appointment Right, the issuance of the Preferred Stock resulted in a Change of Control and as a result required shareholder approval under Listing Rule 5635(b). Since the Company failed to receive shareholder approval prior to the issuance of Preferred Stock, the Company violated Listing Rule 5635(b). Finally, the Company failed to notify Nasdaq 15 days prior to the issuance of the Preferred Stock, as required by Listing Rule 5250(e). On September 13, 2025, the Company filed the Notification Form Listing of Additional Shares. Subsequently, on October 6, 2025, the Company amended the Board Appointment Right of the Preferred Stock to include a step-down provision to comply with the Voting Rights Rule under Listing Rule 5640.

August 25, 2025 Transaction

On August 25, 2025, the Company entered into an agreement to issue 51,921,080 shares (the “Shares”) of common stock to a single investor for consideration paid in BONK Tokens valued at $25 million based on the August 22, 2025, closing price for BONK Tokens (the “PIPE”). On September 5, 2025, the Company filed the Listing of Additional Shares for the PIPE. According to the Form 8-K filed August 29, 2025, the Company closed the PIPE, and the Shares were issued. Upon review, Staff determined that the Company violated Listing 5635(a) which requires shareholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if number and the voting power of shares of common stock to be issued is equal to or in excess of 20% of the number of shares or voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock. However, in a correspondence dated October 10, 2025, the Company stated that on September 3, 2025, the Company instructed the transfer agent to not issue the Shares. Notwithstanding this information along with the Company’s public disclosure and Listing of Additional Shares notification form stating that the transaction closed on August 29, 2025, it wasn’t until October 16, 2025, that the Company filed a Form 8-K, updating its inaccurate disclosure stating that the Shares have not been issued and the issuance is subject to shareholder approval. As a result, Staff has determined that the Company failed to comply with the obligation to make prompt public disclose of material information material information under Listing Rule 5250(b)(1). Although Staff has determined that the Transactions violated Nasdaq’s notification requirements under Listing Rules 5250(b)(1), 5250(e)(2)(B) and 5250(e)(2)(D), Nasdaq’s shareholder approval requirements under Listing Rules 5635(a) and 5635(b), and Nasdaq’s Voting Rights Rule under 5640, based on the Company’s corrective actions to amend the Transactions and subsequent disclosures, Staff has determined that the Company has regained compliance with the Rules, and this matter is closed.

Increase in Authorized Shares

On October 31, 2025, at the Special Meeting of Stockholders of Bonk, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, to increase the Company’s authorized number of shares of common stock, par value $0.001 per share, from 250,000,000 shares to 1,000,000,000 shares. On November 4, 2025, the Company filed the Amendment with the Secretary of State of the State of Delaware, which became effective when filed on November 4, 2025. In the same meeting the shareholders also approved the conversion of preferred C shares held by Lucky Dog Holding. This event will remove the 20% limitation which results in a change of control.