BNKK 10-K & 10-Q changes, risk factors and insider trading

Risks Related to Our BONK Holdings and Treasury Strategy

The BONK token is a highly volatile asset, and fluctuations in the price of the BONK token are likely to affect our financial results and the market price of our listed securities.

The BONK token is a highly volatile asset, and fluctuations in the price of the BONK token are likely to continue to affect our financial results and the market price of our listed securities. Our financial results and the market price of our listed securities would be adversely affected, and our business and financial condition would be negatively impacted, if the price of BONK tokens decreased substantially, including, but not limited to, as a result of:

Most importantly, our BONK treasury strategy has not been tested over an extended period of time or under different market conditions. Although we are and will be continually examining the risks and rewards of our BONK treasury strategy, if BONK token prices were to decrease or our BONK treasury strategy otherwise proves unsuccessful, the Company’s financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted.

The BONK token and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.

The BONK token and other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of the BONK token or the ability of individuals or institutions (including the Company) to own or transfer BONK tokens.

The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of the BONK token or the ability of individuals or institutions (including the Company) to own or transfer BONK tokens.

For example, within the past several years:

It is not possible to predict whether, or when, new laws will be enacted that change the legal framework governing digital assets or provide additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions to continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations, might impact the value of digital assets generally and BONK tokens specifically. The consequences of any new law or regulation relating to digital assets and digital asset activities could adversely affect the market price of BONK tokens, as well as our ability to hold or transact in BONK tokens, and in turn adversely affect the market price of our listed securities.

Moreover, the risks of engaging in a BONK treasury strategy are relatively novel and have created, and could continue to create, complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future, or at all.

The growth of the digital assets industry in general, and the use and acceptance of the BONK token in particular, may also impact the price of the BONK token and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of BONK tokens may depend, for instance, on public familiarity with digital assets, ease of buying, accessing or gaining exposure to BONK tokens, institutional demand for BONK tokens as an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for BONK tokens as means of payment, and the availability and popularity of alternatives to the BONK token. Even if growth in BONK token demand and adoption occurs in the near or medium-term, there is no assurance that BONK token usage will grow over the long-term, or at all.

Because the BONK token has no physical existence beyond the record of transactions on the BONK blockchain, a variety of technical factors related to the BONK blockchain could also impact the price of the BONK token. For example, malicious attacks by hackers, hard “forks” of the BONK token blockchain into multiple blockchains, and advances in digital computing, algebraic geometry, and quantum computing could undercut the integrity of the BONK blockchain and negatively affect the price of the BONK token. The liquidity of the BONK token may also be reduced and damage to the public perception of the BONK token may occur, if financial institutions were to deny or limit banking services to businesses that hold BONK tokens, provide BONK token-related services or accept the BONK token as payment, which could also decrease the price of the BONK token. Actions by U.S. banking regulators, such as the February 2023 of the “Interagency Liquidity Risk Statement,” which cautioned banks on contagion risks posed by providing services to digital assets customers, and similar actions, have in the past resulted in or contributed to reductions in access to banking services for cryptocurrency-related customers and service providers, or the willingness of traditional financial institution to participate in markets for digital assets. The liquidity of the BONK token may also be impacted to the extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for BONK tokens and other digital assets.

A significant decrease in the market value of our BONK token holdings could adversely affect our ability to satisfy our financial obligations.

For the year ended December 31, 2024, dietary supplement business did not generate positive cash flow from operations. If our dietary supplement business does not generate cash flow in future periods sufficient to satisfy our financial obligations, including our debt and cash dividend obligations, we intend to fund our obligations using cash flow generated by equity or debt financings. Our ability to achieve the objectives of our BONK treasury strategy depends in significant part on our ability to obtain equity and debt financing. If we are unable to obtain equity or debt financing on favorable terms or at all, we may not be able to successfully execute on our BONK treasury strategy.

Our ability to obtain equity or debt financing may in turn depend on, among other factors, our BONK treasury strategy and the value of our BONK token holdings, investor sentiment and the general public perception of BONK tokens, our strategy and our value proposition. Accordingly, a significant decline in the market value of our BONK token holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to satisfy our financial obligations, including our debt and cash dividend obligations. These risks could materialize at times when the BONK token is trading below its carrying value on our most recent balance sheet or our cost basis. As BONK tokens constitute the vast bulk of assets on our balance sheet, if we are unable to secure equity or debt financing in a timely manner, on favorable terms, or at all, we may be required to sell BONK tokens to satisfy these obligations. Any such sale of BONK token may have a material adverse effect on our operating results and financial condition, and could impair our ability to secure additional equity or debt financing in the future. Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our BONK tokens in amounts and at prices sufficient to satisfy our financial obligations, including our debt service and cash dividend obligations, could cause us to default under such obligations. Any default on our current or future indebtedness or preferred stock may have a material adverse effect on our financial condition.

Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our BONK token holdings.

Given that we have only started adopting the BONK treasury strategy since August 2025, our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of BONK tokens. The price of the BONK token has historically been subject to dramatic price fluctuations and is highly volatile. Our BONK token holdings are expected to significantly affect our financial results and if we continue to increase our overall holdings of BONK tokens in the future, they will have an even greater impact on our financial results and the market price of our listed securities. Going forward, we will evaluate and adopt appropriate accounting standards and policies for the preparation of our financial statements, in particular to areas relating to our BONK token holdings.

Our BONK treasury strategy subjects us to enhanced regulatory oversight.

There has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. While we have implemented and maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws and regulations and take care to only acquire our BONK tokens through entities subject to anti-money laundering regulation and related compliance rules in the United States, if we are found to have purchased any of our BONK tokens from bad actors that have used BONK tokens to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in BONK tokens by us may be restricted or prohibited.

We may incur indebtedness or enter into other financial instruments in the future that may be collateralized by our BONK token holdings. We may also consider pursuing strategies to create income streams or otherwise generate funds using our BONK token holdings. These types of BONK token-related transactions are the subject of enhanced regulatory oversight. These and any other BONK token-related transactions we may enter into, beyond simply acquiring and holding BONK tokens, may subject us to additional regulatory compliance requirements and scrutiny, including under federal and state money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations.

Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX, one of the world’s largest cryptocurrency exchanges, in November 2022. While the financial and regulatory fallout from FTX’s collapse did not directly impact our business, financial condition or corporate assets, the FTX collapse may have increased regulatory focus on the digital assets industry. Increased enforcement activity and changes in the regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting BONK tokens, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant costs or significantly limit our ability to hold and transact in BONK tokens.

In addition, private actors that are wary of the BONK token or the regulatory concerns associated with the BONK token have in the past taken and may in the future take further actions that may have an adverse effect on our business or the market price of our listed securities.

Due to the unregulated nature and lack of transparency surrounding the operations of many BONK token trading venues, BONK token trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in BONK token trading venues and adversely affect the value of our BONK token.

BONK token trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many BONK token trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in BONK token trading venues, including prominent exchanges that handle a significant volume of BONK token trading and/or are subject to regulatory oversight, in the event one or more BONK token trading venues cease or pause for a prolonged period the trading of BONK token or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems.

The concentration of our BONK token holdings enhances the risks inherent in our BONK treasury strategy.

The vast majority of our assets are concentrated in our BONK token holdings. As of September 25, 2025, we held approximately 2236741655211.26 BONK tokens, and we intend to purchase additional BONK tokens and increase our overall holdings of BONK tokens in the future. The concentration of our BONK token holdings limits the risk mitigation that we could achieve if we were to purchase a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in our BONK treasury strategy.

The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of BONK tokens and adversely affect our business.

As a result of our BONK treasury strategy, our assets are concentrated in our BONK token holdings. Accordingly, the emergence or growth of digital assets other than the BONK token (such as Bitcoin and Ethereum) may have a material adverse effect on our financial condition.

Other alternative digital assets that compete with the BONK token in certain ways include “stablecoins,” which are designed to maintain a constant price because of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. Stablecoins have grown rapidly as a medium of exchange and store of value, particularly on digital asset trading platforms. As of December 31, 2024, two of the eight largest digital assets by market capitalization were U.S. dollar-pegged stablecoins.

Additionally, the introduction of a government-issued digital currency could eliminate or reduce the need or demand for private-sector issued cryptocurrencies or significantly limit their utility. National governments around the world could introduce central bank digital currencies, which could in turn limit the size of the market opportunity for cryptocurrencies, including BONK tokens.

Our BONK token holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

The BONK tokens are mainly traded on centralized and decentralized cryptocurrency exchange platforms. During times of market instability, we may not be able to sell our BONK tokens at favorable prices or at all. As a result, our BONK token holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. Further, BONK tokens we hold and transact with our trade execution partners do not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

Moreover, BONK tokens may be “staked” on various platforms, including centralized cryptocurrency exchanges, or directly on decentralized platforms. “Staking” is a crypto-related process that allows network participants to earn rewards by locking their tokens in wallets. The Staked BONK tokens in our treasury wallet account are currently “staked” on FalconX, a decentralized finance (DeFi) protocol, in exchange for Staked BONK tokens. BONK token is a derivative token that represents the “staked” BONK tokens, which can automatically generate yield for the token holders. While “staking” can generate yields and rewards, there are inherent risks such as (i) smart contract risk – any vulnerabilities of the smart contract may potentially lead to loss of funds, and the redemption of “staked” tokens which is governed by smart contract may be modified by the operator, (ii) interest rate fluctuations – rates can change rapidly based on market conditions, and therefore the amount of yields or rewards is not guaranteed, and (iii) liquidity risk – it may take days or even weeks to release BONK tokens from “staking”. Other than yields and rewards generated from “staking” of the BONK tokens, the BONK token itself does not pay interest or other returns and we can only generate cash from our BONK token holdings if we sell our BONK tokens or implement strategies to create income streams or otherwise generate cash by using our BONK token holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our BONK token holdings, and any such strategies may subject us to additional risks.

Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered BONK tokens or otherwise generate funds using our BONK token holdings, including in particular during times of market instability or when the price of BONK tokens has declined significantly. If we are unable to sell our BONK tokens, enter into additional capital raising transactions, including capital raising transactions using BONK tokens as collateral, or otherwise generate funds using our BONK token holdings, or if we are forced to sell our BONK tokens at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

We face risks relating to the security of the wallets holding our BONK tokens, including the loss or destruction of private keys required to access our BONK tokens and cyberattacks or other data loss relating to our BONK tokens.

BONK tokens are controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet in which a BONK token is held. While the BONK blockchain ledger requires a public key relating to a digital wallet to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the BONK tokens held in such wallet. To the extent the private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup of the private key(s) is accessible, we will not be able to access the BONK tokens held in the related digital wallet. Furthermore, we cannot provide assurance that our digital wallets will not be compromised as a result of a cyberattack.

BONK blockchain and BONK token, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in:

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader BONK blockchain ecosystem or in the use of the BONK network to conduct financial transactions, which could negatively impact us.

Attacks upon systems across a variety of industries are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements since the onset of the COVID-19 pandemic. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the digital asset industry, including third-party services on which we rely, could materially and adversely affect our business.

Absent federal regulations, there is a possibility that the BONK token may be classified as a “security.” Any classification of the BONK token as a “security” would subject us to additional regulation and could materially impact the operation of our business.

Our assets are concentrated in our BONK token holdings. While neither the SEC nor any other U.S. federal or state regulator has publicly stated whether they agree that the BONK token is a “security”, if the BONK token is determined to be a “security” in the future, it could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our BONK treasury strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business.

While (for the reasons discussed below) we believe that BONK token is not a “security” within the meaning of the U.S. federal securities laws, and registration of the Company under the Investment Company Act is therefore not required under the applicable securities laws, we acknowledge that a regulatory body or federal court may determine otherwise. Our belief, even if reasonable under the circumstances, would not preclude legal or regulatory action based on such a finding that BONK token is a “security” which would require us to register as an investment company under the Investment Company Act.

We have also adapted our process for analyzing the U.S. federal securities law status of the BONK token and other cryptocurrencies over time, as guidance and case law have evolved. As part of our U.S. federal securities law analytical process, we take into account a number of factors, including the various definitions of “security” under U.S. federal securities laws and federal court decisions interpreting the elements of these definitions, such as the U.S. Supreme Court’s decisions in the Howey and Reves cases, as well as court rulings, reports, orders, press releases, public statements, and speeches by the SEC Commissioners and SEC Staff providing guidance on when a digital asset or a transaction to which a digital asset may relate may be a security for purposes of U.S. federal securities laws. Our position that BONK token is not a “security” is premised, among other reasons, on our conclusion that the BONK token does not meet the elements of the Howey test. Among the reasons for our conclusion that the BONK token is not a security is that holders of BONK tokens do not have a reasonable expectation of profits from our efforts in respect of their holding of BONK tokens. Also, BONK token ownership does not convey the right to receive any interest, rewards, or other returns.

We acknowledge, however, that the SEC, a federal court or another relevant entity could take a different view. Application of securities laws to the specific facts and circumstances of digital assets is complex and subject to change. Our conclusion, even if reasonable under the circumstances, would not preclude legal or regulatory action based on a finding that the BONK token, or any other digital asset we might hold, is a “security.” As such, we are at risk of enforcement proceedings against us, which could result in potential injunctions, cease-and-desist orders, fines, and penalties if the BONK token was determined to be a security by a regulatory body or a court. Such developments could subject us to fines, penalties, and other damages, and adversely affect our business, results of operations, financial condition, and prospects.

Under Sections 3(a)(1)(A) and (C) of the Investment Company Act, a company generally will be deemed to be an “investment company” if it (i) is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities, or (ii) engages, or proposes to engage, in the business of investing, reinvesting, owning, holding, or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) on an unconsolidated basis. Rule 3a-1 under the Investment Company Act generally provides that notwithstanding the Section 3(a)(1)(C) test described in clause (ii) above, an entity will not be deemed to be an “investment company” for purposes of the Investment Company Act if no more than 45% of the value of its assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of such entity, and securities issued by qualifying companies that are controlled primarily by such entity. We do not believe that we are an “investment company” as such term is defined in either Section 3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act.

With respect to Section 3(a)(1)(A), following the Series C PIPE Offering, our ownership or holding of BONK tokens is well in excess of 40% of our total assets . Since we believe that the BONK token is not an investment security, we do not hold ourselves out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting, or trading in securities within the meaning of Section 3(a)(1)(A) of the Investment Company Act.

With respect to Section 3(a)(1)(C), we believe we satisfy the elements of Rule 3a-1 and therefore are deemed not to be an investment company under, and we intend to conduct our operations such that we will not be deemed an investment company under, Section 3(a)(1)(C). We believe that we are not an investment company pursuant to Rule 3a-1 under the Investment Company Act because, on a consolidated basis with respect to wholly-owned subsidiaries but otherwise on an unconsolidated basis, no more than 45% of the value of the Company’s total assets (exclusive of U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, and cash items) consists of, and no more than 45% of the Company’s net income after taxes (for the last four fiscal quarters combined) is derived from, securities other than U.S. government securities, shares of registered money market funds under Rule 2a-7 of the Investment Company Act, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of the Company, and securities issued by qualifying companies that are controlled primarily by the Company.

BONK tokens and other digital assets, as well as new business models and transactions enabled by blockchain technologies, present novel interpretive questions under the Investment Company Act. There is a risk that assets or arrangements that we have concluded are not securities could be deemed to be securities by the SEC or another authority for purposes of the Investment Company Act, which would increase the percentage of securities held by us for Investment Company Act purposes. The SEC has requested information from a number of participants in the digital assets’ ecosystem, regarding the potential application of the Investment Company Act to their businesses. For example, in an action unrelated to the Company, in February 2022, the SEC issued a cease-and-desist order under the Investment Company Act to BlockFi Lending LLC, in which the SEC alleged that BlockFi was operating as an unregistered investment company because it issued securities and also held more than 40% of its total assets, excluding If we were deemed to be an investment company, Rule 3a-2 under the Investment Company Act is a safe harbor that provides a one-year grace period for transient investment companies that have a bona fide intent to be engaged primarily, as soon as is reasonably possible (in any event by the termination of such one-year period), in a business other than that of investing, reinvesting, owning, holding, or trading in securities, with such intent evidenced by the company’s business activities and an appropriate resolution of its board of directors. The grace period is available not more than once every three years and runs from the earlier of (i) the date on which the issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis or (ii) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Accordingly, the grace period may not be available at the time that we seek to rely on Rule 3a-2; however, Rule 3a-2 is a safe harbor and we may rely on any exemption or exclusion from investment company status available to us under the Investment Company Act at any given time. Furthermore, reliance on Rule 3a-2, Section 3(a)(1)(C), or Rule 3a-1 could require us to take actions to dispose of securities, limit our ability to make certain investments or enter into joint ventures, or otherwise limit or change our service offerings and operations. If we were to be deemed an investment company in the future, restrictions imposed by the Investment Company Act (including limitations on our ability to issue different classes of stock and equity compensation to directors, officers, and employees and restrictions on management, operations, and transactions with affiliated persons) likely would make it impractical for us to continue our business as contemplated, and could have a material adverse effect on our business, results of operations, financial condition, and prospects.

We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.

Mutual funds, ETFs and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our BONK treasury strategy, our use of leverage, the manner in which our BONK tokens are custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although a significant change to our BONK treasury strategy would require the approval of our Board, no shareholder or regulatory approval would be necessary. Consequently, our Board has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our BONK token holdings or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding BONK tokens.

Our BONK treasury strategy exposes us to risk of non-performance by counterparties.

Our BONK treasury strategy exposes us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example, our execution partners, or other counterparties might fail to perform in accordance with the terms of our agreements with them, which could result in a loss of BONK tokens, a loss of the opportunity to generate funds, or other losses.

If we pursue any strategies to create income streams or otherwise generate funds using our BONK token holdings, we would become subject to additional counterparty risks. Any significant non-performance by counterparties could have a material adverse effect on our business, prospects, financial condition, and operating results.

Further, the broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of BONK tokens. A series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital assets. Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of our BONK tokens, nor have such events adversely impacted our access to our BONK tokens, they have, in the short-term, likely negatively impacted the adoption rate and use of the BONK tokens. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of the BONK token, limit the availability to us of financing collateralized by BONK tokens, or create or expose additional counterparty risks. Changes in the accounting treatment of our BONK token holdings could have significant accounting impacts, including increasing the volatility of our results.

The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

Bonk, Inc. (NASDAQ: BNNK) was formerly known as Safety Shot, Inc.

Operating expenses for the year ended December 31, 2025, totaled $40,676,508 and were in connection with our daily operations as follows: (i) marketing expenses of $1,747,060; (ii) research and development of $24,190 which included clinical trials; (iii) legal and professional expenses of $1,137,814 primarily for due diligence and legal work on a proposed merger and litigation along with corporate advisory services, registration statement preparation fees, general corporate governance fees; (iv) rent and utilities of $201,306; (v) depreciation and amortization of $609,575; (vi) general and administrative expenses of $17,738,882, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses; (vii) an intangible asset impairment of $4,950,950 and (vii) stock based compensation of $14,266,731 consisting of the fair value of stock issued in lieu of cash.

Other income and expense for the year ended December 31, 2025, included realized gains of $13,275,054 on the sale of marketable securities and gain on a settlement of $151,612; $40,542 of unrealized losses on unsold marketable securities, $35,372,217 of unrealized losses on digital assets, $120,446 of losses on exchange of common stock to preferred series A stock, $6,140,411 of losses on settlement, net interest expense of $592,504 and other income of $92,094.

During the year ended December 31, 2025, certain warrant holders entered into an agreement for a cashless exercise of warrants resulting in issuance of 951,067 common shares and recording a deemed dividend of $863,400. The excess of the FV recalculated using Black-Scholes method over the FV of the shares of common stock over at the date of the agreement November11, 2025 was considered and accounted as deemed dividend.

The Sure Shot Dietary Supplement was launched on our own website and through Amazon in December 2023 and with several Big Box stores.

Other income (expense) for the three months ended June 30, 2026 included: (i) net interest expense of $9,135; (ii) tax expense of $47,248; (iii) net gain on settlement of $419,092 and loss on deconsolidation of 54,640; (iv) realized gain on exchange of digital assets of 37,498; (v) unrealized loss on digital assets of $4,335,567, and (vii) unrealized loss on equity investments of 31,114.

Operating expenses for the three months ended June 30, 2025 were in connection with our daily operations as follows: (i) marketing expenses of $863,620; (ii) research and development of $6,517; (iii) legal and professional expenses of $1,413,402, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $45,200; (v) depreciation and amortization of $110,793; (vi) general and administrative expenses of $982,243, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office and administration expenses; and (vii) stock based compensation of $911,731.

For the six months ended June 30, 2026 and 2025

The following table provides selected financial data about us for the six months ended June 30, 2026 and 2025, respectively.

Revenues

We generated $1,579,268 in revenues from beverage and $3,921,195 from related party revenue share for the six months ended June 30, 2026 compared to $87,049 revenues in the six months ended June 30, 2025. The increase is due to the Company added sales from Yerbae Brands Inc. and the Company’s Revenue Share Agreement with LetsBonk.fun.

Operating Expenses and Other Income (Expense)

We had total operating expenses of $4,645,181 for the six months ended June 30, 2026 compared to $9,774,838 for the six months ended June 30, 2025.

Operating expenses for the six months ended June 30, 2026 were in connection with our daily operations as follows: (i) marketing expenses of $380,345; (ii) research and development of $300; (iii) legal and professional expenses of $1,506,745, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $78,277; (v) depreciation and amortization of $365,738; (vi) general and administrative expenses of $1,902,629, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office and administration expenses; and (vii) stock based compensation of $411,147.

Other income for the six months ended June 30, 2026 included: (i) net interest expense of $31,030; (ii) tax expense of $47,248; (iii) gain on settlement of $419,092 and loss on deconsolidation of $53,034; (iv) gain on sale of marketable securities of $796,404; (v) realized loss on exchange of digital assets of 170,031; (vi) unrealized loss on digital assets of $8,167,423, (vii) unrealized gain on equity investments of 17,444 and (viii) other income of $13,600.

Operating expenses for the six months ended June 30, 2025 were in connection with our daily operations as follows: (i) marketing expenses of $1,220,051; (ii) research and development of $15,522; (iii) legal and professional expenses of $3,563,638, consisting of corporate advisory services, annual report preparation fees and general corporate governance fees; (iv) rent and utilities of $111,769; (v) depreciation and amortization of $221,585; (vi) general and administrative expenses of $1,715,498, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense, compensation related to management transition agreements and other normal office and administration expenses; and (vii) stock based compensation of $2,897,107.

Other income for the six months ended June 30, 2025 included: (i) interest income of $7,364; (ii) interest expense of $233,128; (iii) gain on sale of stock of $180,556; (iv) loss on settlement of $362,430 and (v) unrealized gain on equity investment of $18,190,351.

Income/Losses

Net income (losses) were $(7,883,314) and $8,048,014 for the six months ended June 30, 2026 and 2025, respectively.