Skip to main content

BONK, INC.

For the period ended Oct 29, 2026. Filed Oct 29, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 29, 2026 · Filed Oct 29, 2026

Use the contents to explore the available documents and sections.

BNKK$1.00+2.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington**, D.C. 20549**

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the Appropriate Box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of filing fee (Check the appropriate box):

☒No fee required.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:

60 E Rio Salado Pkwy, Suite 900

Tempe, AZ 85281

Notice of Annual Meeting of Stockholders

Date:December 11, 2026
Time:10:00 AM, Eastern Time
Record Date:October 14, 2026

To the stockholders of Bonk, Inc.,

You are cordially invited to attend the 2026 annual meeting of stockholders (the “Meeting”) of Bonk, Inc. (the “Company”) to be held in a virtual-only meeting format via live webcast on the Internet on December 11, 2026 at 10:00 a.m. Eastern Time. At the Meeting you will be asked to vote on the following matters:

1.Re-elect six directors to the Board of Directors (the “Board”) of the Company to serve until their successors are duly elected and qualified at the 2027 annual meeting of stockholders or until their earlier resignation or removal;
2.Ratify the appointment of M&K CPAS, PLLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026; and
3.Approve an amendment to the 2024 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 1,057,143 to 1,800,000.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES INCLUDED IN PROPOSAL NO. 1, AND “FOR” PROPOSALS NO. 2 AND NO. 3.

Holders of record of the Company’s common stock or voting preferred stock at the close of business on October 14, 2026 (the “Record Date”) will be entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. Each share of common stock and Series C Convertible Preferred Stock entitles the holder thereof to one and 52 votes, respectively. The Series A Convertible Preferred Stock is not entitled to vote at the Meeting. As of the Record Date, holders of common stock and Series C Convertible Preferred Stock are entitled to 7,943,083 and 7,020,000 votes, respectively.

Your vote is important, regardless of the number of shares you own. Even if you plan to attend the Meeting virtually, it is strongly recommended that you submit your proxy over the Internet or, if you requested printed proxy materials, complete the proxy card before the meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend.

A complete list of stockholders of record entitled to vote at the Meeting will be available, by appointment, for 10 days before the Meeting at the principal executive office of the Company for inspection by stockholders during ordinary business hours for any purpose germane to the Meeting.

You are urged to review carefully the information contained in the proxy statement prior to deciding how to vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the Meeting

to be held at 10:00 AM, Eastern Time, on December 11, 2026

The Notice of the Meeting, the proxy statement, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

We are holding the Meeting in a virtual-only meeting format via live webcast on the Internet. You will not be able to attend at a physical location. You will be able to join and attend online by logging in at www.virtualshareholdermeeting.com/BNKK2026. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

By Order of the Board,
Date:October 29, 2026By:/s/ Jarrett Boon
Name:Jarrett Boon
Title:Chief Executive Officer (Principal Executive Officer)

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE PROPOSALS LISTED ABOVE.

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS1
GENERAL INFORMATION ABOUT THE MEETING AND VOTING5
PROPOSAL NO. 1 — RE-ELECTION OF DIRECTORS6
CORPORATE GOVERNANCE PRACTICES AND POLICIES8
DELINQUENT SECTION 16(A) REPORTS15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT15
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS17
PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM18
PROPOSAL NO. 3 — AMENDMENT TO THE 2024 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE FROM 1,057,143 TO 1,800,00019
OTHER MATTERS20
OTHER IMPORTANT INFORMATION20
WHERE YOU CAN FIND ADDITIONAL INFORMATION21

i

60 E Rio Salado Pkwy, Suite 900

Tempe, AZ 85281

Proxy Statement

This proxy statement is being made available to the holders of record of shares of the voting stock of Bonk, Inc. (the “Company”) in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company for use at the 2026 annual meeting of stockholders (the “Meeting”) of the Company to be held at 10:00 AM, Eastern Time, on December 11, 2026. The Meeting will be a virtual meeting via live webcast and no in person meeting will be held. You will be able to join and attend online by logging in atwww.virtualshareholdermeeting.com/BNKK2026.

Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials over the Internet. Accordingly, on or about October 29, 2026, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders containing instructions on how to access this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) online, how to vote, and how to request a printed or electronic copy of the proxy materials free of charge. Stockholders will not receive printed copies of the proxy materials unless they request them.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.