BONK, INC. Pivots to DeFi, Registers 31.8M Shares for Resale

TL;DR

**BNKK is dumping shares into a volatile market after a risky pivot to DeFi; steer clear until the digital asset strategy shows tangible results.**

AI Summary

BONK, INC. (BNKK) is filing an S-1 to register 31,839,533 shares of common stock for resale by selling stockholders, including 30,000,054 shares from the July 2025 PIPE Warrants Exchange Agreement and 1,839,479 shares from Placement Agent Warrants issued to Dominari Securities LLC. The company will not receive any proceeds from these sales. BONK, INC. recently underwent a significant strategic shift, changing its name from Safety Shot, Inc. on October 10, 2025, and transitioning its focus from beverage sales (Sure Shot dietary supplement and Yerbaé plant-based energy drinks) to digital asset and decentralized finance initiatives within the BONK ecosystem. This strategic pivot was accompanied by an increase in authorized common stock from 250,000,000 to 1,000,000,000 shares on November 4, 2025. The company also raised approximately $4,250,000 in gross cash proceeds from a registered direct offering of 9,239,044 shares at $0.46 per share on August 29, 2025. The stock's last reported sale price on December 5, 2025, was approximately $0.1974 per share, indicating a significant discount from the August offering price.

Why It Matters

This S-1 filing signals a major shift for BONK, INC. (BNKK) from consumer beverages to digital assets and decentralized finance, a high-risk, high-reward sector. Investors need to understand that this filing is for selling stockholders, meaning the company itself won't receive capital from these 31.8 million share sales, potentially increasing market supply without direct benefit to company operations. The significant drop in share price from the August 2025 offering price of $0.46 to $0.1974 by December 5, 2025, highlights market skepticism or volatility surrounding this strategic pivot and the company's competitive position in the nascent DeFi space.

Risk Assessment

Risk Level: high — The company has undergone a complete strategic pivot from established beverage sales to the highly speculative digital asset and decentralized finance sectors, as evidenced by the name change to Bonk, Inc. on October 10, 2025. The stock price has fallen from $0.46 per share in an August 2025 offering to $0.1974 per share by December 5, 2025, indicating significant market uncertainty and potential dilution from the 31,839,533 shares being registered for resale by selling stockholders.

Analyst Insight

Investors should exercise extreme caution and conduct thorough due diligence on BONK, INC.'s new digital asset strategy. Given the significant strategic pivot and the fact that the company will not receive proceeds from this offering, it's advisable to monitor BNKK's operational execution and financial performance in the DeFi sector before considering an investment.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• 31,839,533 — Shares of Common Stock (Total shares registered for resale by Selling Stockholders.)
• 30,000,054 — Shares of Common Stock (Issued pursuant to the July 2025 PIPE Warrants Exchange Agreement.)
• 1,839,479 — Shares of Common Stock (Issuable upon exercise of Placement Agent Warrants to Dominari Securities LLC.)
• $0.001 — Par Value (Par value per share of common stock.)
• $0.1974 — Last Reported Sale Price (Per share on NASDAQ Capital Market as of December 5, 2025.)
• 1,000,000,000 — Authorized Shares of Common Stock (Increased from 250,000,000 on November 4, 2025.)
• $4,250,000 — Gross Cash Proceeds (From August 2025 Registered Direct Offering.)
• 9,239,044 — Shares Issued (In August 2025 Registered Direct Offering.)
• $0.46 — Offering Price (Per share in August 2025 Registered Direct Offering.)
• 3,287,326 — Shares of Common Stock (Issued from Bigger Warrants Exchange Agreements on November 25 and 28, 2025.)

Key Players & Entities

• BONK, INC. (company) — Registrant, formerly Safety Shot, Inc. and Jupiter Wellness, Inc.
• Dominari Securities LLC (company) — Recipient of Placement Agent Warrants for 1,839,479 shares.
• Jarrett Boon (person) — Chief Executive Officer of Bonk, Inc.
• Joseph M. Lucosky, Esq. (person) — Legal counsel from Lucosky Brookman LLP.
• James McAvity (person) — Independent Director appointed November 5, 2025.
• Stacey Duffy (person) — Independent Director appointed November 5, 2025.
• Connor Klein (person) — Independent Director and Audit Committee member appointed October 10, 2025.
• Mitchell Rudy (person) — Director appointed September 5, 2025.
• David Sandler (person) — Resigned as Chief Operating Officer on August 29, 2025.
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing.

FAQ

Risk Factors

• Dependence on Strategic Pivot Success [high — operational]: The company has undergone a significant strategic shift from beverage sales to digital asset and DeFi initiatives. The success of this pivot is critical, and there is no guarantee that the new business model will be profitable or sustainable. The company's historical performance in the beverage sector is not indicative of future results in the digital asset space.
• Volatility in Digital Asset Markets [high — market]: The company's new focus on digital assets and decentralized finance exposes it to the inherent volatility and speculative nature of these markets. Fluctuations in cryptocurrency prices and regulatory changes within the digital asset space could materially impact the company's operations and financial condition.
• Evolving Regulatory Landscape for Digital Assets [high — regulatory]: The regulatory environment for digital assets and decentralized finance is still developing and subject to change. New regulations or enforcement actions could adversely affect the company's ability to operate its planned business, potentially leading to significant compliance costs or operational disruptions.
• Limited Operating History in New Sector [medium — financial]: BONK, INC. has a limited operating history in the digital asset and DeFi sector. This lack of established track record makes it difficult for investors to assess the company's future performance and potential risks associated with its new business strategy.
• Dilution from Stock Issuances [medium — financial]: The S-1 filing registers a substantial number of shares for resale, including those from PIPE Warrants and Placement Agent Warrants. The increase in authorized shares from 250,000,000 to 1,000,000,000 and the potential for further stock issuances could lead to significant dilution for existing shareholders.
• Stock Price Performance Below Offering Price [medium — market]: The last reported sale price of $0.1974 on December 5, 2025, is significantly below the $0.46 offering price from the August 2025 registered direct offering. This indicates a potential lack of investor confidence or market headwinds affecting the stock's valuation.

Industry Context

BONK, INC. is pivoting into the rapidly evolving digital asset and decentralized finance (DeFi) sectors. This space is characterized by high innovation, significant growth potential, and intense competition from established technology companies and numerous startups. The industry is also subject to rapid technological advancements and increasing regulatory scrutiny globally.

Regulatory Implications

The company's new focus on digital assets and DeFi places it under the purview of evolving and often uncertain regulatory frameworks. Compliance with securities laws, anti-money laundering (AML) regulations, and other financial regulations will be critical and could lead to significant operational challenges and costs.

What Investors Should Do

1. Review the company's strategy for entering the digital asset and DeFi space.
2. Assess the dilution impact of outstanding warrants and potential future stock issuances.
3. Monitor regulatory developments in the digital asset and DeFi sectors.
4. Evaluate the company's ability to execute its new business model given its limited history in the sector.

Key Dates

• 2025-10-10: Company name change from Safety Shot, Inc. to BONK, INC. — Marks a fundamental shift in the company's strategic direction and business focus.
• 2025-11-04: Increase in authorized common stock from 250,000,000 to 1,000,000,000 shares. — Provides the company with greater flexibility for future financing, acquisitions, or stock-based compensation, but also increases potential for dilution.
• 2025-08-29: Registered direct offering of 9,239,044 shares at $0.46 per share. — Raised approximately $4,250,000 in gross proceeds, providing capital for operations, though the stock price has since declined significantly.
• 2025-07-01: PIPE Warrants Exchange Agreement executed. — Resulted in the registration of 30,000,054 shares for resale, indicating a significant portion of the current registration relates to prior financing instruments.
• 2025-11-25: Bigger Warrants Exchange Agreement executed. — Led to the issuance of 3,287,326 shares of common stock.
• 2025-11-28: Bigger Warrants Exchange Agreement executed. — Led to the issuance of additional shares of common stock.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. (This document provides detailed information about BONK, INC.'s business, financial condition, and the securities being offered.)

Resale Registration Statement

An S-1 filing specifically for the resale of securities by existing shareholders, rather than for raising new capital for the company. (Indicates that the company will not receive proceeds from the sale of the 31,839,533 registered shares.)

PIPE Warrants

Warrants issued in connection with a Private Investment in Public Equity (PIPE) transaction, often used to raise capital from institutional investors. (A significant portion of the shares being registered for resale (30,000,054) are related to these warrants.)

Placement Agent Warrants

Warrants issued to financial intermediaries (placement agents) as compensation for their services in facilitating a securities offering. (1,839,479 shares are issuable upon exercise of these warrants issued to Dominari Securities LLC.)

Registered Direct Offering

A type of offering where a company sells newly issued shares directly to investors, often at a fixed price, and registers the resale of those shares. (BONK, INC. raised $4,250,000 through such an offering in August 2025.)

Decentralized Finance (DeFi)

A blockchain-based form of finance that uses smart contracts on blockchains, aiming to recreate traditional financial systems. (This is a core area of the company's new strategic focus.)

Digital Assets

A broad category of intangible assets that exist in a digital or electronic form, often including cryptocurrencies and tokens. (Another key area of BONK, INC.'s strategic pivot.)

Year-Over-Year Comparison

Information regarding previous filings and comparative financial metrics is not available in the provided context. However, the current S-1 filing indicates a significant strategic shift from beverage sales to digital assets and DeFi, suggesting a complete overhaul of the company's business model. The substantial number of shares registered for resale points to a focus on liquidity for existing holders rather than capital raising for the company itself, especially given the recent registered direct offering at a higher price than the current market trading level.

Key Financial Figures

• $0 — 3 shares of our common stock, par value $0.001, by the Selling Stockholders named
• $0.1974 — e of our common stock was approximately $0.1974 per share. We are an “emerging
• $0.001 — er of shares of common stock, par value $0.001 per share, from 250,000,000 shares to 1
• $0.46 — vestors”) at an offering price of $0.46 per share (the “August 2025 RD Of
• $4,250,000 b — ust 2025 RD Offering were approximately $4,250,000 before deducting offering fees and expens
• $0.4815 — Investor”) at a purchase price of $0.4815 per share (the “August 2025 PIPE
• $25 million — ;). The PIPE Investor agreed to pay the $25 million purchase price for the PIPE Shares in t
• $29,250,000 — ave a cash value equal to approximately $29,250,000, consisting of approximately $4,250,000
• $4,250,000 — 29,250,000, consisting of approximately $4,250,000 in cash paid by the RD Investors for th
• $25,000,000 — the RD Investors for the RD Shares and $25,000,000 in BONK tokens paid by the PIPE Investo
• $1,000 — alue of the Series C Preferred Stock is $1,000 per share. The Series C Certificate of
• $0.5582 — red Stock was amended and restated from $0.5582 to equal $1.081, which dollar figure re
• $1 — nded and restated from $0.5582 to equal $1.081, which dollar figure represents the
• $1.081 — common stock, at a conversion price of $1.081 per share of common stock. The 35,000 s

Filing Documents

• forms-1.htm (S-1) — 593KB
• ex3-13.htm (EX-3.13) — 4KB
• ex5-1.htm (EX-5.1) — 14KB
• ex10-76.htm (EX-10.76) — 311KB
• ex10-77.htm (EX-10.77) — 204KB
• ex10-78.htm (EX-10.78) — 204KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 31KB
• ex3-13_001.jpg (GRAPHIC) — 426KB
• ex3-13_002.jpg (GRAPHIC) — 593KB
• ex3-13_003.jpg (GRAPHIC) — 535KB
• ex3-13_004.jpg (GRAPHIC) — 524KB
• ex3-13_005.jpg (GRAPHIC) — 381KB
• ex3-13_006.jpg (GRAPHIC) — 72KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• 0001493152-25-027081.txt ( ) — 4982KB
• ex107_htm.xml (XML) — 5KB

USE OF PROCEEDS

USE OF PROCEEDS 19 DETERMINATION OF OFFERING PRICE 19 DIVIDEND POLICY 19 MARKET INFORMATION 19 PRINCIPAL STOCKHOLDERS 20 SELLING STOCKHOLDERS 22

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 25 PLAN OF DISTRIBUTION 31 LEGAL MATTERS 32 EXPERTS 32 WHERE YOU CAN FIND MORE INFORMATION 32 INFORMATION INCORPORATED BY REFERENCE 33 ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement that we have filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”), pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. This prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being offered and other information you should know before investing in our common stock. Before purchasing any common stock, you should carefully read both this prospectus and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” Neither we, nor the Selling Stockholders, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Stockholders will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and in any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing

View Full Filing

View this S-1 filing on SEC EDGAR