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What changed in BONK, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BONK, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+328 added−238 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-28)

Top changes in BONK, INC.'s 2025 10-K

328 paragraphs added · 238 removed · 124 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

27 edited+74 added−89 removed50 unchanged
Biggest changeThe Management believes that as we continue to expand our product portfolio, we believe that these partnerships with trusted suppliers play a pivotal role in upholding the standards that we expect of our brand. Products Roadmap The Sure Shot Dietary Supplement was launched on our own website and through Amazon in December 2023 and with several Big Box stores.
Biggest changeProducts Roadmap Sure Shot Dietary Supplement The Sure Shot Dietary Supplement was launched on our own website and through Amazon in December 2023 and with several Big Box stores. The Company continues to sell the Sure Shot Dietary Supplement in each of its current SKUs (12oz., 4 oz. and “Stick Pack”).
As of the date of this registration statement, we are not required to put a warning label on our product and our products are perfluoroalkyl and polyfluoroalkyl substances (“PFAS”) free. We are unable to predict whether a component found in our product might be added to the California list in the future.
As of the date of this registration statement, we are not required to put a warning label on our products and our products are perfluoroalkyl and polyfluoroalkyl substances (“PFAS”) free. We are unable to predict whether a component found in our product might be added to the California list in the future.
We use a limited number of logistics providers to deliver our products to both distributors and retailers, which allows us to lessen order fulfillment time, cut shipping costs, and improve inventory flexibility. 5 Table of Contents Our Competitive Strengths We are committed to driving continuous improvement through innovation.
We use a limited number of logistics providers to deliver our products to both distributors and retailers, which allows us to lessen order fulfillment time, cut shipping costs, and improve inventory flexibility. Our Competitive Strengths We are committed to driving continuous improvement through innovation.
In addition, if the Arrangement is consummated, the Company will pay up to $500,000 of Yerbaé’s transaction expenses. Representations and Warranties; Covenants Pursuant to the Arrangement Agreement, each of the Company and Yerbaé made customary representations and warranties for transactions of this type.
In addition, if the Arrangement is consummated, the Company will pay up to $500,000 of Yerbaé’s transaction expenses. 11 Table of Contents Representations and Warranties; Covenants Pursuant to the Arrangement Agreement the Company and Yerbaé made customary representations and warranties for transactions of this type.
The Secured Convertible Bigger Note The Secured Convertible Bigger Note accrues interest on the unpaid principal amount therein at the rate of nine percent (9%) per annum from January 20, 2025 until the earlier to occur of (i) the date such unpaid principal amount is paid in full, or (ii) the date such unpaid principal amount is converted into shares of the Company’s common stock, in accordance with the terms hereof, and shall be computed on the basis of a 360-day year for the actual number of days elapsed.
The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6. 12 Table of Contents The Secured Convertible Bigger Note The Secured Convertible Bigger Note accrues interest on the unpaid principal amount therein at the rate of nine percent (9%) per annum from January 20, 2025 until the earlier to occur of (i) the date such unpaid principal amount is paid in full, or (ii) the date such unpaid principal amount is converted into shares of the Company’s common stock, in accordance with the terms hereof, and shall be computed on the basis of a 360-day year for the actual number of days elapsed.
Under sections 201(s) and 409 of the Federal Food, Drug, and Cosmetic Act (the Act), any substance that is intentionally added to food is a dietary supplement, that is subject to premarket review and approval by the FDA, unless the substance is generally recognized, among qualified experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excepted from the definition of a dietary supplement.
Under sections 201(s) and 409 of the Federal Food, Drug, and Cosmetic Act (the “Act”), any substance intentionally added to food is a dietary supplement subject to premarket review and approval by the FDA, unless the substance is generally recognized by qualified experts as safe under the conditions of its intended use, or unless the use of the substance is otherwise excepted from the definition of a dietary supplement .
Intellectual Property As of the date hereof, the Company owns five patents, including the patent (US 9,186,350 B2) and patent (US 10,028,991 B2) for the composition of the Sure Shot Dietary Supplement used for minimizing the harmful effects associated with alcohol consumption by supporting the metabolism of alcohol.
The Securities Purchase Agreement is filed herein as Exhibit 10.35. Intellectual Property As of the date hereof, the Company owns five patents, including the patent (US 9,186,350 B2) and patent (US 10,028,991 B2) for the composition of the Sure Shot Dietary Supplement used for minimizing the harmful effects associated with alcohol consumption by supporting the metabolism of alcohol.
A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement. The Bigger Settlement Agreement is filed herein as Exhibit 10.32. The Secured Convertible Bigger Note is filed herein as Exhibit 4.5 and the Convertible Bigger Note is filed herein as Exhibit 4.6.
A significant shareholder of the Company and Bigger Capital entered into a voting agreement in favor of Bigger Capital in addition to the Bigger Settlement Agreement. The Bigger Settlement Agreement is filed herein as Exhibit 10.32.
January 2025 PIPE Investment On January 17, 2025, the Company entered into a Securities Purchase Agreement with one accredited investor for the purchase of 2,277,389 shares for gross proceeds of $1,000,000 at a price of $0.4391 per share, which reflects a 20% discount from the closing price of the common stock on January 14, 2025.
The Consulting Agreement with Blue Capital is filed as Exhibit 10.34. 14 Table of Contents January 2025 PIPE Investment On January 17, 2025, the Company entered into a Securities Purchase Agreement with one accredited investor for the purchase of 2,277,389 shares for gross proceeds of $1,000,000 at a price of $0.4391 per share, which reflects a 20% discount from the closing price of the common stock on January 14, 2025.
The Company owns three additional patents that relate to legacy products that the Company neither currently sells nor has any plans to sell in the future. 10 Table of Contents Government Regulation The Sure Shot Dietary Supplement: The production, distribution and sale in the United States of the Sure Shot Dietary Supplement is subject to various U.S. federal, state and local regulations, including but not limited to: the Federal Food, Drug and Cosmetic Act (“FD&C Act”); the Occupational Safety and Health Act and various state laws and regulations governing workplace health and safety; various environmental statutes; the Safe Drinking Water and Toxic Enforcement Act of 1986 (“California Proposition 65”); data privacy and personal data protection laws and regulations, including the California Consumer Privacy Act of 2018 (as modified by the California Privacy Rights Act) and a number of other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, marketing, labeling, packaging, and ingredients of the Sure Shot Dietary Supplement.
Government Regulation The Sure Shot Dietary Supplement: The production, distribution and sale in the United States of the Sure Shot Dietary Supplement is subject to various U.S. federal, state and local regulations, including but not limited to: the Federal Food, Drug and Cosmetic Act (“FD&C Act”); the Occupational Safety and Health Act and various state laws and regulations governing workplace health and safety; various environmental statutes; the Safe Drinking Water and Toxic Enforcement Act of 1986 (“California Proposition 65”); data privacy and personal data protection laws and regulations, including the California Consumer Privacy Act of 2018 (as modified by the California Privacy Rights Act) and a number of other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, marketing, labeling, packaging, and ingredients of the Sure Shot Dietary Supplement.
At the option of its holder, the holder of the Convertible Bigger Note may convert all or any portion of the outstanding principal amount of the Convertible Bigger Note plus accrued and unpaid interest thereon, for a number of shares of common stock of the Company equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of the Convertible Bigger Note plus the accrued and unpaid interest thereon being converted by the Convertible Bigger Note Conversion Price (as defined below) as of the applicable conversion date.
At the option of its holder, the holder of the Convertible Bigger Note may convert all or any portion of the outstanding principal amount of the Convertible Bigger Note plus accrued and unpaid interest thereon, for a number of shares of common stock of the Company equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of the Convertible Bigger Note plus the accrued and unpaid interest thereon being converted by the Convertible Bigger Note Conversion Price (as defined below) as of the applicable conversion date. 13 Table of Contents “Convertible Bigger Note Conversion Price” means $0.5435 per share, subject to adjustment as provided under the Convertible Bigger Note.
In connection therewith, on September 24, 2024, the Company entered into a Separation and Exchange Agreement with its subsidiary Caring Brands, Inc. whereby Caring Brands will seek to commercialize this product line. Caring Brands will be responsible for all costs associated with the operation of that line of business.
In connection therewith, on September 24, 2024, the Company entered into a Separation and Exchange Agreement with its subsidiary Caring Brands, Inc. whereby Caring Brands would commercialize this product line. Caring Brands became responsible for all costs associated with the operation of that line of business. The Company retained ownership of 3,000,000 shares of Caring Brands, Inc.
The Bigger Warrants contain customary adjustment provisions and representation and warranties. The Bigger Warrants are exercisable for a five year period following their issuance date. The Bigger Warrants are filed herein as Exhibit 4.7.
The Bigger Warrants are exercisable for a five year period following their issuance date. The Bigger Warrants are filed herein as Exhibit 4.7.
Upon receiving notification from the SEC that either the registration statement relating to the Registrable Bigger Securities have received a “no review” from the SEC or that the SEC has no additional comments to the registration statement, the Company will take all action necessary to ensure that the registration statement has been declared effective within two business days of either such notification. 6 Table of Contents Settlement Agreement with Intracoastal Capital, LLC On January 14, 2025, the Company entered into the Intracoastal Settlement Agreement with Intracoastal Capital.
Upon receiving notification from the SEC that either the registration statement relating to the Registrable Bigger Securities have received a “no review” from the SEC or that the SEC has no additional comments to the registration statement, the Company will take all action necessary to ensure that the registration statement has been declared effective within two business days of either such notification.
The Blue Capital Options shall vest in equal quarterly installments such that 2,272,727 Options shall vest on August 1, 2025, and 2,272,727 Blue Capital Options shall vest on February 1, 2026. The Consulting Agreement with Blue Capital is filed as Exhibit 10.34.
The Blue Capital Options shall vest in equal quarterly installments such that 2,272,727 Options shall vest on August 1, 2025, and 2,272,727 Blue Capital Options shall vest on February 1, 2026.
In exchange 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. 655967/2023.
Settlement Agreement with Intracoastal Capital, LLC On January 14, 2025, the Company entered into the Intracoastal Settlement Agreement with Intracoastal Capital. In exchange 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. 655967/2023.
We believe that the Sure Shot Dietary Supplement stands as a unique product in the liquid dietary supplement market. Nevertheless, our competitive landscape includes many companies involved in the production of health and welfare products, including beverages. Recent Developments Settlement Agreement with Bigger Capital On January 20, 2025, the Company entered into the Bigger Settlement Agreement.
We believe that the Sure Shot Dietary Supplement stands as a unique product in the liquid dietary supplement market. Nevertheless, our competitive landscape includes many companies involved in the production of health and welfare products, including beverages.
We launched the Sure Shot Dietary Supplement in stores such as BevMo! in the second quarter of 2024. Manufacturing, Logistics and Fulfillment We outsource the manufacturing of our products to contract manufacturers, who produce them according to our formulation specifications. Our products are manufactured by contract manufacturers in India and the US.
Manufacturing , Logistics and Fulfillment We outsource the manufacturing of our drink and dietary products to contract manufacturers, who produce them according to our formulation specifications. The products are manufactured by contract manufacturers in India and the US.
Public health officials and health advocates are increasingly focused on the public health consequences associated with obesity and alcohol consumption, especially as they may affect children, and are seeking legislative change to reduce the consumption of sweetened and alcohol beverages.
Public health officials and health advocates are increasingly focused on the public health consequences associated with obesity and alcohol consumption, especially as they may affect children, and are seeking legislative change to reduce the consumption of sweetened and alcohol beverages. 15 Table of Contents We are subject to a number of regulations applicable to the formulation, labeling, packaging, and advertising (including promotional campaigns) of our products.
The Arrangement Agreement is filed herein as Exhibit 10.36.
The Intracoastal Settlement Agreement is filed herein as Exhibit 10.33.
“Convertible Bigger Note Conversion Price” means $0.5435 per share, subject to adjustment as provided under the Convertible Bigger Note. The Bigger Warrants Pursuant to the Bigger Settlement Agreement, the Company agreed to exchange the 1,650,050 warrants held by Bigger Capital for a total of 5,332,889 warrants exercisable for $0.43 (the latter warrants, the “Bigger Warrants”).
The Bigger Warrants Pursuant to the Bigger Settlement Agreement, the Company agreed to exchange the 1,650,050 warrants held by Bigger Capital for a total of 5,332,889 warrants exercisable for $0.43 (the latter warrants, the “Bigger Warrants”). The Bigger Warrants contain customary adjustment provisions and representation and warranties.
Our marketing investments are directed towards driving profitable growth through advertising, public relations, and brand promotion activities, including digital platforms, sponsorships, collaborations, brand activations, and channel marketing. Additionally, we continue to invest in our marketing and brand development efforts by investing capital expenditures on product displays to support our channel marketing via our retail partners.
To drive loyalty, word-of-mouth marketing, and sustainable growth, we invest in customer experience and customer relationship management. Our marketing investments are directed towards driving profitable growth through advertising, public relations, and brand promotion activities, including digital platforms, sponsorships, collaborations, brand activations, and channel marketing.
Specializing in Consumer Packaged Goods, our focus centers on the commercialization of a 12-ounce product positioned as a dietary supplement. Beyond our existing product, we have introduced new product lines, including a convenient powdered stick pack version and a 4-ounce version of the Sure Shot Dietary Supplement.
Our focus centers on the commercialization of a 4-ounce dietary supplement positioned for rapid alcohol metabolism support. Beyond our existing product, we also offer a convenient powdered stick pack version, aligning with our vision to meet evolving consumer demands.
The Company has discontinued the historical product lines of Jupiter Wellness which included a diverse range of products, such as hair loss treatments, vitiligo solutions, and sexual wellness products, that catered to different health and wellness needs and our commitment to supporting health and wellness by developing innovative solutions to a range of conditions.
The fair value of the Bonk tokens is remeasured each reporting period, with any decreases in value recognized in current period earnings. The Company has discontinued Jupiter Wellness, Inc.’s historical product lines, which included a diverse range of products, such as hair loss treatments, vitiligo solutions, and sexual wellness products.
ITEM 1. BUSINESS Overview Safety Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023, the Company successfully completed the asset purchase of the Safety Shot Dietary Supplement from GBB Drink Lab, Inc.
ITEM 1. BUSINESS Overview Bonk, Inc. (NASDAQ: BNKK) was formerly known as Safety Shot, Inc., and prior to that, Jupiter Wellness, Inc.
Employees As of this prospectus, we had eight full-time employees. We believe our relations with our employees to be good. Properties Currently, we do not own any real property. We rent office space at 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477 for $15,038 per month.
Employees As of this prospectus, we had ten full-time employees. We believe our relations with our employees to be good.
This patent is a utility patent and covers the United States jurisdiction.
This patent is a utility patent and covers the United States jurisdiction. The Company owns three additional patents that relate to legacy products that the Company neither currently sells nor has any plans to sell in the future.
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(“GBB”), thereby gaining ownership of various assets, including the intellectual property, trade secrets, and trademarks associated with its dietary supplement (the “Safety Shot Dietary Supplement”). Concurrently with the asset purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT.
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In August 2023 Jupiter Wellness, Inc. 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, relying on 28 active ingredients, all falling under the FDA’s Generally Regarded As Safe (GRAS) category.
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The Company launched its e-commerce sale of the Safety Shot Dietary Supplement in December 2023. On October 9, 2024, the Company renamed the Safety Shot Dietary Supplement as the “Sure Shot Dietary Supplement.” The Sure Shot Dietary Supplement has been formulated to reduce the accumulation of blood alcohol.
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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 (the “Arrangement Agreement”) with Yerbaé Brands Corp.
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Noteworthy is the fact that the Sure Shot Dietary Supplement comprises 28 active ingredients, all falling under the Generally Regarded As Safe (GRAS) category.
Added
(“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 the Business Corporations Act (British Columbia) (the “Arrangement”).
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It’s crucial to note that the Sure Shot Dietary Supplement is currently manufactured in a facility adhering to Good Manufacturing Practices (GMP), ensuring the highest standards of quality and safety throughout its production process. The Company currently maintains a workforce comprising eight full-time employees of its own.
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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, collectively, “Yerbaé”. The Yerbaé acquisition supports the Company’s strategic growth in the functional beverage market by expanding its presence in clean energy drinks distributed through retail and e-commerce channels.
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The Company will focus its efforts on the commercialization of the Sure Shot Dietary Supplement. The Company will retain ownership of 3,000,000 shares of Caring Brands, Inc. The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“SRM”) to govern the separation of SRM and the Company.
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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.
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On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM and the Company. The separation as set forth in the Amended and Restated Exchange Agreement with the Company closed August 14, 2023.
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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.
Removed
Pursuant to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 shares of SRM Common Stock (representing 79.3% of SRM’s outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd owned by the Company (representing all of the issued and outstanding ordinary shares of SRM) (the “Share Exchange”).
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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.
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On August 14, 2023, SRM consummated its Initial Public Offering (“IPO”), pursuant to which it sold 1,250,000 shares of its common stock at a price of $5.00 per share.
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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. In September 2025, the Company entered into a digital asset transaction with Bonk, a Solana-based cryptocurrency project.
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In connection with the Share Exchange and SRM’s IPO, the Company distributed 2,000,000 shares of SRM’s common stock to the Company’s stockholders and certain warrant holders (out of the 6.5 million shares issued in May 2023) which occurred on the effective date of the Registration Statement but prior to the closing of the IPO.
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The Company received Bonk tokens in connection with this transaction, which are accounted for as indefinite-lived intangible assets under ASC 350. The Bonk transaction represents the Company’s initial entry into the digital asset space and is intended to support its strategic initiatives related to digital brand engagement and emerging blockchain-based marketing opportunities.
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Following such distribution, the Company owns 4.0 million of the 9,450,000 shares of common stock outstanding and SRM is now a minority owned subsidiary of the Company. To achieve our mission, we rely on our team of highly skilled and experienced professionals who are committed to advancing our vision of health and wellness.
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Acquisition of Yerbaé Brands 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 transaction significantly expanded our operations and business structure, while the acquisition supports our strategic growth in the functional beverage market.
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Our team includes individuals with scientific backgrounds, an experienced researcher, product developers, and business experts who collaborate to create new products and enhance existing ones. We also seek to partner with industry leaders and organizations to gain access to the latest technologies and expand our reach. The Sure Shot Dietary Supplement is currently sold through e-commerce and in retail stores.
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Digital Assets 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”).
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In addition, we are seeking to collaborate with other companies to license our intellectual property, to create additional revenue streams and expand our global presence. At present, we do not experience concentration risk or dependence on major customers. We maintain a diverse network of raw material suppliers integral to our production processes.
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With the addition of Yerbaé’s plant-based beverages and the Company’s entry into digital asset activities through the Bonk transaction, the Company continues to explore complementary opportunities that expand its brand presence, distribution channels, and long-term growth potential in both functional wellness and emerging digital ecosystems. 6 Table of Contents Sales and Marketing We primarily sell our Sure Shot Dietary Supplement and Yerbaé’s plant-based beverages through e-commerce websites including Amazon and through retail stores.
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Acquisition strategies encompass both direct procurement and collaborative efforts with our co-packers. The selection of suppliers is contingent upon various factors, including ingredient specificity, availability, and other essential considerations. Notably, these suppliers coincide with those currently providing materials to other facilities engaged in the manufacturing of drinks, powders, tablets, and capsules.
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Additionally, we continue to invest in our marketing and brand development efforts by investing capital expenditures on product displays to support our channel marketing via our retail partners. We launched the Sure Shot Dietary Supplement in stores such as BevMo! in the second quarter of 2024.
Removed
Our roster of suppliers comprises reputable entities such as Jiaherb, Compound Solutions, Kyowa-Hakko, Mitsubishi Ingredients, Nura, Sensapure Flavors, Brenntag, E3 Ingredients, Ingredients Online, among others. This strategic alliance with established industry players underscores our commitment to sourcing high-quality raw materials essential for the production of our innovative product line.
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Recent Developments Amendment to Third Amended and Restated Certificate of Incorporation On December 9, 2025, the Company filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, $0.001 par value per share (“Common Stock”), at a rate of 1-for-35 (the “Reverse Stock Split”), effective as of 12:01 a.m.
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Furthermore, our approach to supplier relationships reflects a dedication to maintaining a seamless and reliable supply chain. We believe that this not only ensures the consistency of our current offerings but also positions us favorably for future developments.
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Eastern Time on December 11, 2025. The Reverse Stock Split decreased the number of shares of Common Stock issued and outstanding from 184,976,280 shares to 5,285,037 shares, subject to adjustment for the rounding up of fractional shares. Accordingly, each holder of Common Stock now owns fewer shares of Common Stock as a result of the Reverse Stock Split.
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The Company is advancing several product formats and formulations to continue to offer a wide array of products that can be purchased at various locations that coincide with consumer shopping habits. In particular, the Company plans to develop new flavors for each of its current SKUs (12oz., 4 oz. and “Stick Pack”.
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However, the Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in an adjustment to a stockholder’s ownership of Common Stock due to the treatment of fractional shares in the Reverse Stock Split.
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In addition, the current formula will be offered at various dosages and the Company plans to conduct additional research studies as follows: assessing varying dosages of the Sure Shot Dietary Supplement against body weight, gender and age, examining several current and proposed ingredients with respect to their specific role in reducing BAC and how they affect the enzymatic activity associated with the metabolism of alcohol, and finally, examining additional markers with respect to improving post-alcohol consumption symptoms and feelings. 4 Table of Contents The Company intends to perform the additional research studies in Q2 and Q3 of 2025.
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Therefore, voting rights and other rights and preferences of the holders of Common Stock were not affected by the Reverse Stock Split. Common stock issued pursuant to the Reverse Stock Split remains fully paid and non-assessable, without any change in the par value per share.
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The Company will continue to sponsor the studies and intends to work with the Center for Applied Health Sciences (“CAHS”) in Canfield, OH.
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Pursuant to the Charter Amendment, no fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares will receive cash for each fraction of a share they hold. The Common Stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market on December 11, 2025.
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The participants will be selected based upon the parameters of the individual studies and the Company will follow the same protocols employed in the clinical trials at the CAHS described in more detail below in “Research and Development.” Research and Development Our research and development team in continually looking to develop new therapeutic products, while continually improving and enhancing our existing products and product candidates to address customer demands and emerging trends.
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The trading symbol for Common Stock remains “BNKK.” The new CUSIP number for Common Stock following the Reverse Stock Split is 48208F303. Exchange Agreements Relating to July 2025 PIPE Warrants On November 7, 2025, the Company entered into the July 2025 PIPE Warrants Exchange Agreement by and between the Company and the July 2025 Purchasers.
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We have conducted extensive informal research and experimentation involving a substantial number of volunteers under the influence of alcohol. Our findings indicate that the Sure Shot Dietary Supplement can reduce a person’s Blood Alcohol Content, as measured by the premier Breathalyzer on the market.
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Pursuant to the July 2025 PIPE Warrants Exchange Agreement, the July 2025 Purchasers shall exchange the July 2025 PIPE Warrants (as defined below) held by them for an aggregate of 30,000,000 shares of common stock.
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We have recently completed our clinical trials of the Sure Shot Dietary Supplement which have shown a statistically significant reduction in the Blood Alcohol Content (“BAC”) of the participants. The observable enhancements in cognitive abilities among the test subjects have been carefully documented.
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Pursuant to the July 2025 PIPE Warrants Exchange Agreement, 30,000,054 shares, including minor adjustments, have been issued to the July 2025 Purchasers on December 9 , 2025.
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The clinical trials took place from January 29, 2024, through June 10, 2024, at the CAHS located at 6570 Seville Drive, Canfield, OH 44406. The clinical trials were sponsored and paid for by the Company and consisted of 36 participants with a mean age of 36.3 years that were selected through advertising of the study.
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Exchange Agreements Relating to the Bigger Warrants On November 7, 2025, the Company entered into respective Exchange Agreements (the “Bigger Warrants Exchange Agreements”) by and between the Company and each of two accredited investors (the “Investors”).
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The Company did not inquire about the participants typical level of alcohol consumption but each participant had to qualify based upon a complete medical history questionnaire, release from physicians and submitting to a standard bloodwork panel. Each participant consumed exactly 100 mL of alcohol and the BAC of the participants ranged from 0.047 % to 0.068 %.
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Pursuant to the Bigger Warrants Exchange Agreements, each of the Investors shall exchange the portion of the Bigger Warrants (as defined below) that it held for 1,643,663 shares of common stock.
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The participants were not employees of the Company nor affiliated with the Company in any way.
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The shares of common stock issuable pursuant to the Bigger Warrants Exchange Agreements, totaling an aggregate of 3,287,326 shares, were issued in two separate transactions on November 25, 2025 and November 28, 2025. 7 Table of Contents Nasdaq Letter and Re-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.
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The clinical trials were a double-blind, randomized, placebo-controlled study that found that within 30 minutes of the consumption of the Sure Shot Dietary Supplement, the monitored participants saw a statistically significant drop of p=.002 in BAC and continued to see measurable drops in successive 30-minute increments.
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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.
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The results were measured by using a DOT-approved BACtrack S80 Breathalyzer on the participants to determine their BAC after ingesting several alcoholic beverages, followed by drinking 12 ounces of the Sure Shot Dietary Supplement and then measuring the participants’ BAC 30 minutes later.
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Resignation of Chief Operating Officer and Chief Financial Officer On August 29, 2025, David Sandler resigned as the Chief Operating Officer of the Company effective as of such date. Mr. Sander’s resignation was not due to any disagreement with the Company or the Board of any matter relating to the Company’s operations, policies or practices.
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In addition, cognitive responses were measured using the Visual Analogue Scale (“VAS”) and physical function assessed at the same intervals as the blood draws and breathalyzer assessments to correlate to function. The VAS consisted of a 10 cm, straight line with end points that measured from low-to-high for a number of physical feelings and sensations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIssuances of a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may cause prevailing market prices for our common stock to decline. In addition, our board of directors is authorized to issue additional series of shares of preferred stock without any action on the part of our stockholders.
Biggest changeOur issuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your investment. Issuances of a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may cause prevailing market prices for our common stock to decline.
Any failure by us to adhere to the labeling requirements could lead to the FDA requiring that our products be repackaged and relabeled, which would have a material adverse effect on our business. In addition, companies are responsible for the accuracy and truthfulness of, and must have adequate scientific substantiation for, any nutritional or functional claims.
Any failure by us to adhere to the labeling requirements could lead to the FDA requiring our products be repackaged and relabeled, which would have a material adverse effect on our business. In addition, companies are responsible for the accuracy and truthfulness of, and must have adequate scientific substantiation for, any nutritional or functional claims.
Adverse publicity associated with our products or ingredients, or those of similar companies, could adversely affect our sales and revenue. Adverse publicity concerning any actual or purported failure by us to comply with applicable laws and regulations regarding any aspect of our business could have an adverse effect on the public perception of us.
Adverse publicity associated with our products or ingredients, or those of similar companies, could adversely affect our sales and revenue. Adverse publicity concerning any actual or purported failure by us to comply with applicable laws and regulations regarding any aspect of our business could have an adverse effect on our public perception.
Our reliance on third parties we do not control do not relieve us of these responsibilities and requirements. Any adverse development or delay in our nonclinical studies or clinical trials could have a material and adverse effect on our business, financial condition, results of operations and prospects.
Our reliance on third parties we do not control does not relieve us of these responsibilities and requirements. Any adverse development or delay in our nonclinical studies or clinical trials could have a material and adverse effect on our business, financial condition, results of operations and prospects.
If some investors find our common stockless attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. 18 Table of Contents The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.” We are required to comply with various regulatory and reporting requirements, including those required by the SEC.
If some investors find our common stockless attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile. 38 Table of Contents The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.” We are required to comply with various regulatory and reporting requirements, including those required by the SEC.
Claims that any products are ineffective, inappropriately labeled or have inaccurate instructions as to their use, could have a material adverse effect on the market demand for our products, including reducing our sales and revenue. 12 Table of Contents If serious adverse or undesirable side effects are identified during the development of our product candidates, we may abandon or limit our development or commercialization of such product candidates.
Claims that any products are ineffective, inappropriately labeled or have inaccurate instructions as to their use, could have a material adverse effect on the market demand for our products, including reducing our sales and revenue. 27 Table of Contents If serious adverse or undesirable side effects are identified during the development of our product candidates, we may abandon or limit our development or commercialization of such product candidates.
For example, during the 204 legislative session, several states are considering bills that would restrict the sale of muscle building and/or weight management supplements to people over the age of 18.
For example, during the 2026 legislative session, several states are considering bills that would restrict the sale of muscle building and/or weight management supplements to people over the age of 18.
If we are unable to manage expanded operations effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business and results of operations could be materially adversely affected. 17 Table of Contents Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and ability to achieve profitability.
If we are unable to manage expanded operations effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business and results of operations could be materially adversely affected. Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and ability to achieve profitability.
If our products exhibit technical defects or are unable to meet cost or performance goals, our commercialization schedule could be delayed, and potential purchasers of our initial commercial products may decline to purchase such products or may opt to pursue alternative products. We may also experience shortages of equipment due to manufacturing difficulties.
If our products exhibit technical defects or are unable to meet cost or performance goals, our commercialization schedule could be delayed, and potential purchasers of our initial commercial products may decline to purchase such products or may opt to pursue alternative products. 33 Table of Contents We may also experience shortages of equipment due to manufacturing difficulties.
These events could interrupt the marketing and sales of our Sure Shot Dietary Supplement product, severely damage our brand reputation and public image, increase our legal expenses, result in product recalls or litigation, and impede our ability to deliver our products in sufficient quantities or quality, which would likely result in a material adverse effect on our business, financial condition, results of operations and cash flows.
These events could interrupt the marketing and sales of our Sure Shot Dietary Supplement and Yerbaé’s plant-based beverages products, severely damage our brand reputation and public image, increase our legal expenses, result in product recalls or litigation, and impede our ability to deliver our products in sufficient quantities or quality, which would likely result in a material adverse effect on our business, financial condition, results of operations and cash flows.
Any of these failures or occurrences could negatively affect our business and financial performance. The sale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses.
Any of these failures or occurrences could negatively affect our business and financial performance. 26 Table of Contents The sale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses.
Although our common stock is not currently subject to these rules, it were to become subject to such rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.
Although our common stock is not currently subject to these rules, if it was to become subject to such rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.
If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed. 11 Table of Contents We are subject to government regulation, and unfavorable changes could substantially harm our business and results of operations.
If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed. We are subject to government regulation, and unfavorable changes could substantially harm our business and results of operations.
Accordingly, our results could be materially and adversely affected by a variety of uncontrollable and changing factors relating to international business operations, including: ● Macroeconomic conditions adversely affecting geographies where we intend to do business; ● Foreign currency exchange rates; ● Political or social unrest or economic instability in a specific country or region; ● Higher costs of doing business in foreign countries; ● Infringement claims on foreign patents, copyrights or trademark rights; ● Difficulties in staffing and managing operations across disparate geographic areas; ● Difficulties associated with enforcing agreements and intellectual property rights through foreign legal systems; ● Trade protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various countries; ● Adverse tax consequences; ● Unexpected changes in legal and regulatory requirements; ● Military conflict, terrorist activities, natural disasters and medical epidemics; and ● Our ability to recruit and retain channel partners in foreign jurisdictions. 16 Table of Contents Compliance with new and existing laws and governmental regulations could increase our costs significantly and adversely affect our results of operations.
Accordingly, our results could be materially and adversely affected by a variety of uncontrollable and changing factors relating to international business operations, including: ● Macroeconomic conditions adversely affecting geographies where we intend to do business; ● Foreign currency exchange rates; ● Political or social unrest or economic instability in a specific country or region; ● Higher costs of doing business in foreign countries; ● Infringement claims on foreign patents, copyrights or trademark rights; ● Difficulties in staffing and managing operations across disparate geographic areas; ● Difficulties associated with enforcing agreements and intellectual property rights through foreign legal systems; ● Trade protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various countries; ● Adverse tax consequences; ● Unexpected changes in legal and regulatory requirements; ● Military conflict, terrorist activities, natural disasters and medical epidemics; and ● Our ability to recruit and retain channel partners in foreign jurisdictions.
If the FDA, another regulatory authority or other third party denied our self-affirmed GRAS status for the Sure Shot Dietary Supplement, we could face significant penalties or be required to undergo the regulatory approval process in order to market our product, and our business, financial condition and results of operations will be adversely affected.
If the FDA, another regulatory authority or other third party denied our self-affirmed GRAS status for the Sure Shot Dietary Supplement or Yerbaé’s plant-based beverages, we could face significant penalties or be required to undergo the regulatory approval process in order to market our product, and our business, financial condition and results of operations will be adversely affected.
No governmental agency or other third party has made a determination as to whether or not the Sure Shot Dietary Supplement has achieved GRAS status. We make this determination based on independent scientific opinions that the individual ingredients and formulation as a whole are not harmful under their intended conditions of use.
No governmental agency or other third party has made a determination as to whether or not the Sure Shot Dietary Supplement or Yerbaé’s plant-based beverages have achieved GRAS status. We make this determination based on independent scientific opinions that the individual ingredients and formulation as a whole are not harmful under their intended conditions of use.
Under the Federal Food, Drug, and Cosmetic Act (the FD&C Act), companies that manufacture and distribute functional foods and dietary supplements, such as our Safety Shot Dietary Supplement, are limited in the claims that they are permitted to make about nutritional support on the product label without FDA approval.
Under the Federal Food, Drug, and Cosmetic Act (the FD&C Act), companies that manufacture and distribute functional foods and dietary supplements, such as our Safety Shot Dietary Supplement and Yerbaé’s plant-based beverages, are limited in the claims that they are permitted to make about nutritional support on the product label without FDA approval.
We cannot guarantee that in such a situation the Sure Shot Dietary Supplement would be approved. The processing, formulation, packaging, labeling and advertising of our products may also be subject to regulation by the FTC, the Environmental Protection Agency (EPA), and various agencies of the states and localities in which the products are sold.
We cannot guarantee that in such a situation the Sure Shot Dietary Supplement or Yerbaé’s plant-based beverages would be approved. The processing, formulation, packaging, labeling and advertising of our products may also be subject to regulation by the FTC, the Environmental Protection Agency (EPA), and various agencies of the states and localities in which the products are sold.
In addition, protecting our intellectual property rights is costly and time consuming. There is a risk that we may have insufficient resources to counter adequately such infringements through negotiation or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in some countries or jurisdictions.
There is a risk that we may have insufficient resources to counter adequately such infringements through negotiation or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in some countries or jurisdictions.
At March 25, 2025, our officers and directors are the beneficial owners of approximately 14.7% our issued and outstanding voting securities. As a result, they possess significant influence over our elections and votes.
As of March 25, 2025, our officers and directors are the beneficial owners of approximately 20% of our issued and outstanding voting securities. As a result, they possess significant influence over our elections and votes.
Promotional claims about foods and dietary supplements also must not include statements that the product can diagnose, mitigate, treat, cure or prevent a specific disease or class of disease. 14 Table of Contents We believe we are able to market our Sure Shot Dietary Supplement product in reliance on the self-affirmed Generally Recognized As Safe (GRAS) status of our formulation’s current ingredients.
Promotional claims about foods and dietary supplements also must not include statements that the product can diagnose, mitigate, treat, cure or prevent a specific disease or class of disease. 30 Table of Contents We believe we are able to market our Sure Shot Dietary Supplement and Yerbaé’s plant-based beverage products in reliance on the self-affirmed Generally Recognized As Safe (GRAS) status of our formulation’s current ingredients.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends on our common stock in the foreseeable future.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends on our common stock in the foreseeable future. We have never declared or paid cash dividends on our common stock.
Participant enrollment may also be affected by other factors, including: ● coordination with clinical research organizations to enroll and administer the clinical trials; ● coordination and recruitment of collaborators and investigators at individual sites; ● size of the participant population and process for identifying participants; ● design of the clinical trial protocol; ● eligibility and exclusion criteria; ● perceived risks and benefits of the product candidates under study; ● time of year in which the trials are initiated or conducted; ● ability to obtain and maintain subject consents; ● ability to enroll participants in a timely manner; ● risk that enrolled subjects will drop out before completion of the trials; ● proximity and availability of clinical trial sites for prospective participants; ● ability to monitor subjects adequately during and after treatment.
Participant enrollment may also be affected by other factors, including: ● coordination with clinical research organizations to enroll and administer the clinical trials; ● coordination and recruitment of collaborators and investigators at individual sites; ● size of the participant population and process for identifying participants; ● design of the clinical trial protocol; ● eligibility and exclusion criteria; ● perceived risks and benefits of the product candidates under study; ● time of year in which the trials are initiated or conducted; ● ability to obtain and maintain subject consents; ● ability to enroll participants in a timely manner; ● risk that enrolled subjects will drop out before completion of the trials; ● proximity and availability of clinical trial sites for prospective participants; ● ability to monitor subjects adequately during and after treatment. 28 Table of Contents It is uncertain whether product liability insurance will be adequate to address product liability claims, or that insurance against such claims will be affordable or available on acceptable terms in the future.
Even when unmerited, class action lawsuits, action by the FTC or state attorneys general enforcement actions can be expensive to defend against and may adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image, which would likely have a material and adverse effect on our business, financial condition or results of operations.
Our failure to comply with applicable regulations could result in substantial monetary penalties, which would likely have a material adverse effect on our financial condition or results of operations. 31 Table of Contents Even when unmerited, class action lawsuits, action by the FTC or state attorneys general enforcement actions can be expensive to defend against and may adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image, which would likely have a material and adverse effect on our business, financial condition or results of operations.
This provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims.
This provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers, or other employees and may discourage lawsuits with respect to such claims. This provision does not apply to actions arising under the Exchange Act or Securities Act.
Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment and could harm our business, financial condition, results of operations and cash flow .
If we were to default on such indebtedness, we could lose such assets and intellectual property. 36 Table of Contents Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment and could harm our business, financial condition, results of operations and cash flow .
If we experience delays or difficulties in the enrollment of subjects to our clinical trials, our ability to complete such trials will be adversely affected Identifying, screening and enrolling patients to participate in clinical trials of our product candidates is critical to our success, and we may not be able to identify, recruit, enroll and dose a sufficient number of patients with the required or desired characteristics to complete our clinical trials in a timely manner.
Identifying, screening and enrolling patients to participate in clinical trials of our product candidates is critical to our success, and we may not be able to identify, recruit, enroll and dose a sufficient number of patients with the required or desired characteristics to complete our clinical trials in a timely manner.
Our Sure Shot Dietary Supplement product is marketed with express and implied statements relating to the ingredients or health and wellness related attributes, which may increase the potential risk of regulatory scrutiny over such claims.
Our Sure Shot Dietary Supplement and Yerbaé’s plant-based beverages products are marketed with express and implied statements relating to the ingredients or health and wellness related attributes, which may increase the potential risk of regulatory scrutiny over such claims.
Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures. Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new regulations from the SEC, have created uncertainty for public companies such as ours.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new regulations from the SEC, have created uncertainty for public companies such as ours.
Such testing involves a risk of liability for personal injury to or death of patients due to, among other causes, adverse side effects, improper administration of the new product, or improper volunteer behavior.
Clinical research involves the testing of products on human volunteers pursuant to a clinical trial protocol. Such testing involves a risk of liability for personal injury to or death of patients due to, among other causes, adverse side effects, improper administration of the new product, or improper volunteer behavior.
If we lack cash resources to cover these costs of being a public company in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cashflow and financial condition after we commence operations.
If we lack cash resources to cover the costs of being a public company in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cashflow and financial condition after we commence operations. 39 Table of Contents Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.
Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control.
Natural disasters and other events beyond our control could materially adversely affect us. Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us.
It is possible that future competitors could enter our market, thereby causing us to lose market share and revenues.
Competition could adversely affect our business. Our industry in general is competitive. It is possible that future competitors could enter our market, thereby causing us to lose market share and revenues.
The processing, formulation, safety, manufacturing, packaging, labeling, advertising and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the FDA, the FTC, the CPSC, the USDA, and the EPA.
Compliance with new and existing laws and governmental regulations could increase our costs significantly and adversely affect our results of operations. The processing, formulation, safety, manufacturing, packaging, labeling, advertising and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the FDA, the FTC, the CPSC, the USDA, and the EPA.
While we would intend to vigorously defend our company and the Safety Shot product line in such a situation, any developments of this nature could increase our costs significantly and would likely have a material adverse effect on our business, financial condition and results of operations. 15 Table of Contents Our reliance on third parties to manufacture and supply our products, including the Sure Shot Dietary Supplement, may harm our business, financial condition and operating results.
While we would vigorously defend our company and the Safety Shot product line in such a situation, any developments of this nature could increase our costs significantly and would likely have a material adverse effect on our business, financial condition and results of operations.
To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that we can successfully address these challenges. If it is unsuccessful, we and our business, financial condition and operating results could be materially and adversely affected.
To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that we can successfully address these challenges.
As of December 31, 2024, and 2023, the Company had $348,816 and $3,833,349 in cash, accumulated deficit of $115,090,347 and $65,480,715 and cash flow used in operations of $18,089,748 and $10,715,314, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans.
As of December 31, 2025, and 2024, the Company had $2,278,340 and $348,816 in cash, accumulated deficit of $183,492,179 and $115,090,347 and cash flow used in operations of $25,275,735 and $18,089,748, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans.
Any future recall or removal would result in additional costs to us, including lost revenues from any products that we are required to remove from the market, any of which could be material. Any product recalls or removals could also lead to an increased risk of litigation and liability, substantial costs, and reduced growth prospects.
Any future recall or removal would result in additional costs to us, including lost revenues from any products that we are required to remove from the market, any of which could be material.
If our forecasts prove incorrect, the business, operating results and financial condition of the Company may be materially and adversely affected. Moreover, we may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenues.
Moreover, we may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenues. As a result, any significant reduction in revenues may immediately and adversely affect our business, financial condition and operating results.
Additionally, any future need to transfer our third-party manufacturing business to another contract manufacturer could be expensive, time-consuming, result in delays in our production or shipping, reduce our net sales, damage our relationship with customers and damage our reputation in the marketplace.
Additionally, any future need to transfer our third-party manufacturing business to another contract manufacturer could be expensive, time-consuming, result in delays in our production or shipping, reduce our net sales, damage our relationship with customers and damage our reputation in the marketplace. 32 Table of Contents We rely on third parties to conduct clinical trials and most nonclinical studies of our products, including the Sure Shot Dietary Supplement.
The business and prospects of the Company must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a newly established business and new industry.
We have a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business and prospects of the Company must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a newly established business and new industry.
While these ongoing regulatory developments appear to be positive, and we anticipate greater regulatory certainty in the future, given the difficulty of predicting the outcomes of ongoing and future regulatory actions and legislative developments, it is possible that future developments could have a material adverse effect on our business, prospects, or operations.
Congress announced that they are studying the possibility of creating a national strategic digital asset reserve to include Bitcoin, and at least twelve states have introduced legislation to create strategic Bitcoin reserves. 35 Table of Contents While these ongoing regulatory developments appear to be positive, and we anticipate greater regulatory certainty in the future, given the difficulty of predicting the outcomes of ongoing and future regulatory actions and legislative developments, it is possible that future developments could have a material adverse effect on our business, prospects, or operations.
Products manufactured by third-party suppliers at their facilities must also pass through quality control and assurance procedures to ensure they are manufactured in conformance with our specifications.
These third-party suppliers and manufacturers produce and, in most cases, pack our products according to formulations and specifications that have been developed by or in conjunction with our in-house product development team. Products manufactured by third-party suppliers at their facilities must also pass through quality control and assurance procedures to ensure they are manufactured in conformance with our specifications.
Such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand for our services. We have a limited operating history upon which investors can evaluate our future prospects. We have a limited operating history upon which an evaluation of its business plan or performance and prospects can be made.
Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand for our services. We have a limited operating history upon which investors can evaluate our future prospects.
Competition in the dietary supplement industry for technically proficient marketing, sales, and distribution personnel is intense and attracting and retaining such personnel may significantly increase our costs.
Competition in the dietary supplement industry for technically proficient marketing, sales, and distribution personnel is intense and attracting and retaining such personnel may significantly increase our costs. There can be no assurance that we will be able to establish internal marketing, sales, or distribution capabilities or that these capabilities will be sufficient to meet our needs.
Congress have held hearings to ensure fair access to financial services, including for companies operating in the digital asset space. Additionally, President Trump and members of the U.S. Congress announced that they are studying the possibility of creating a national strategic digital asset reserve to include Bitcoin, and at least twelve states have introduced legislation to create strategic Bitcoin reserves.
Congress have held hearings to ensure fair access to financial services, including for companies operating in the digital asset space. Additionally, President Trump and members of the U.S.
If we issue cumulative preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the market price of our common stock could decrease.
If we issue cumulative preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the market price of our common stock could decrease. 40 Table of Contents Anti-takeover provisions in the Company’s charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.
Effective intellectual property rights protection, however, may not be available under the laws of every country in which we and our sub-licensees may operate. There is a risk of certain valuable trade secrets, beyond what is described publicly in patents, being exposed to potential infringers.
Our business is partly dependent upon our trademarks, trade secrets, copyrights and other intellectual property rights. Effective intellectual property rights protection, however, may not be available under the laws of every country in which we and our sub-licensees may operate.
Regardless of our technology being protected by patents or otherwise, there is a risk that other companies may employ the technology without authorization and without recompensing us. The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete.
The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. In addition, protecting our intellectual property rights is costly and time consuming.
Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue some of our operations. In addition, a court may require that we pay expenses or damages, and litigation could disrupt our commercial activities.
Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue some of our operations.
Although we will continue to expand our product line capabilities to remain competitive, research and discoveries by others may make our processes, products, or brands less attractive or even obsolete. Competition could adversely affect our business. Our industry in general is competitive.
If we are unable to keep up with rapid technological changes, our products may become obsolete. The market for our products is characterized by significant and rapid change. Although we will continue to expand our product line capabilities to remain competitive, research and discoveries by others may make our processes, products, or brands less attractive or even obsolete.
Additional or more stringent laws and regulations of dietary supplements and other products have been considered from time to time.
Any product recalls or removals could also lead to an increased risk of litigation and liability, substantial costs, and reduced growth prospects. 34 Table of Contents Additional or more stringent laws and regulations of dietary supplements and other products have been considered from time to time.
Any inability to protect our intellectual property rights could reduce the value of our products and brands, which could adversely affect our financial condition, results of operations and business. Our business is partly dependent upon our trademarks, trade secrets, copyrights and other intellectual property rights.
In addition, a court may require that we pay expenses or damages, and litigation could disrupt our commercial activities. 37 Table of Contents Any inability to protect our intellectual property rights could reduce the value of our products and brands, which could adversely affect our financial condition, results of operations and business.
The current and future expense levels are based largely on estimates of planned operations and future revenues rather than experience. It is difficult to accurately forecast future revenues because our business is new and our market has not been developed.
If it is unsuccessful, we and our business, financial condition and operating results could be materially and adversely affected. 29 Table of Contents The current and future expense levels are based largely on estimates of planned operations and future revenues rather than experience.
We contract with third-party suppliers and manufacturers for the production of our products, including the Sure Shot Dietary Supplement. These third-party suppliers and manufacturers produce and, in most cases, pack our products according to formulations and specifications that have been developed by or in conjunction with our in-house product development team.
Our reliance on third parties to manufacture and supply our products, including the Sure Shot Dietary Supplement and Yerbaé’s plant-based beverages, may harm our business, financial condition and operating results. We contract with third-party suppliers and manufacturers for the production of our products, including the Sure Shot Dietary Supplement.
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ITEM 1A. RISK FACTORS Risks Related to Our Business If we are unable to keep up with rapid technological changes, our products may become obsolete. The market for our products is characterized by significant and rapid change.
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ITEM 1A. RISK FACTORS Risks Related to Our Business 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.
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It is uncertain whether product liability insurance will be adequate to address product liability claims, or that insurance against such claims will be affordable or available on acceptable terms in the future. Clinical research involves the testing of products on human volunteers pursuant to a clinical trial protocol.
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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.
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There can be no assurance that we will be able to establish internal marketing, sales, or distribution capabilities or that these capabilities will be sufficient to meet our needs. 13 Table of Contents Natural disasters and other events beyond our control could materially adversely affect us.
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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: ○ decreased user and investor confidence in the BONK token, including due to the various factors described herein and many of which are outside of our direct control; 16 Table of Contents ○ investment and trading activities, such as (i) trading activities of highly active retail and institutional users and investors, and (ii) actual or expected significant dispositions of BONK tokens by large holders, including the expected liquidation of digital assets associated with entities that have filed for bankruptcy protection and the transfer and sale of BONK tokens associated with significant hacks, seizures, or forfeitures; ○ negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, BONKBONK blockchain, BONK tokens or the broader digital assets industry, for example, (i) public perception that blockchains can be used as a platform to circumvent sanctions, including sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or terrorist activities, such as the purported use of digital assets by Hamas to fund its terrorist attack against Israel in October 2023, (ii) expected or pending civil, criminal, regulatory enforcement or other high profile actions against major participants in the BONK ecosystem, if any, and (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates; ○ changes in consumer preferences and the perceived value or prospects of the BONK token; ○ competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics, that are backed by governments, including the U.S. government, or reserves of fiat currencies, or that represent ownership or security interests in physical assets; ○ decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for BONK token purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of BONK tokens or adversely affect investor confidence in digital assets generally; ○ developments relating to the BONK protocol, including (i) changes to the BONK protocol that impact its security, speed, scalability, usability, or value, such as changes to the cryptographic security protocol underpinning the BONK blockchain, changes to the maximum number of BONK tokens outstanding, changes to the mutability of transactions, changes relating to the size of blockchain blocks, and similar changes, (ii) failures to make upgrades to the BONK protocol to adapt to security, technological, legal or other challenges, and (iii) changes to the BONK protocol that introduce software bugs, security risks or other elements that adversely affect BONK tokens; ○ disruptions, failures, unavailability, or interruptions in service of trading venues for BONK tokens, such as, for example, the announcement by the digital asset exchange FTX Trading that it would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy protection and the SEC enforcement action brought against Binance Holdings Ltd., which initially sought to freeze all of its assets during the pendency of the enforcement action and has since resulted in Binance discontinuing all fiat deposits and withdrawals in the U.S.; ○ the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in 2022, the ordered liquidation of the digital asset investment fund Three Arrows Capital in 2022, the announced liquidation of Silvergate Bank in 2023, the government-mandated closure and sale of Signature Bank in 2023, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by the Nevada Department of Business and Industry in 2023, and the exit of Binance from the U.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies; 17 Table of Contents ○ regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of BONK tokens, or that adversely affect the operations of or otherwise prevent digital asset custodians, trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry; ○ transaction congestion and fees associated with processing transactions on the BONK network; ○ macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations; ○ developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the BONK blockchain becoming insecure or ineffective; and ○ changes in national and international economic and political conditions, including, without limitation, federal government policies, trade tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic sanctions adopted in response to the conflict, and the broadening of the Israel-Hamas conflict to other countries in the Middle East.
Removed
As a result, any significant reduction in revenues may immediately and adversely affect our business, financial condition and operating results.
Added
Most importantly, our BONK treasury strategy has not been tested over an extended period of time or under different market conditions.
Removed
Our failure to comply with applicable regulations could result insubstantial monetary penalties, which would likely have a material adverse effect on our financial condition or results of operations.
Added
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.
Removed
We rely on third parties to conduct clinical trials and most nonclinical studies of our products, including the Sure Shot Dietary Supplement.
Added
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.
Removed
If we were to default on such indebtedness, we could lose such assets and intellectual property.
Added
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.
Removed
This provision does not apply to actions arising under the Exchange Act or Securities Act. 19 Table of Contents Our issuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your investment.
Added
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.
Removed
Anti-takeover provisions in the Company’s charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.
Added
For example, within the past several years: ● President Trump signed an executive order instructing a working group comprised of representatives from key federal agencies to evaluate measures that can be taken to provide regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries; ● the European Union adopted the Markets in Crypto Assets Regulation, a comprehensive digital asset regulatory framework for the issuance and use of digital assets; ● in March 2023, the SEC brought a civil action alleging, among other claims, that certain contests, giveaways, and secondary market trading involving TRX tokens in 2018 and 2019 constituted unregistered securities offerings, even if there is no claim in this action, which has been stayed since February 205, that the TRX token is itself a security; 18 Table of Contents ● in June 2023, the SEC filed complaints against Binance Holdings Ltd. and Coinbase, Inc., and their respective affiliated entities, relating to, among other claims, that each party was operating as an unregistered securities exchange, broker, dealer, and clearing agency; ● in June 2023, the United Kingdom adopted and implemented the Financial Services and Markets Act 2023 (“FSMA 2023”), which regulates market activities in “cryptoassets;” ● in November 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among other claims, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and clearing agency; ● in November 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S.
Added
Department of Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United States; and ● in China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal within the country.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−1 removed11 unchanged
Biggest changeWe routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein .
Biggest changeWe routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein . 41 Table of Contents General We conduct periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats.
Removed
We conduct periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−1 removed0 unchanged
Biggest changeITEM 2. PROPERTIES Currently, we do not own any real property. We rent office space at 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477 for $15,038 per month. The Company entered into the office lease effective July 1, 2021, which has a primary term of the lease of five years with one renewal option for an additional three years.
Biggest changeYerbaé Brands entered into the office lease effective January 2023, which has a primary term of the lease of three years with one renewal option for an additional three years. We do not own any real estate. 42 Table of Contents
Removed
As part of the Separation Agreement, Caring Brands, Inc. has agreed to assume to lease obligations upon it reaching certain milestones. We do not own any real estate. 20 Table of Contents
Added
ITEM 2. PROPERTIES Currently, we do not own any real property. We rent office space at 18801 N. Thompson Peak, Suite 380, Scottsdale, AZ for $11,890 per month. The Company vacated its office in Jupiter, FL in May of 2025 and moved into the office leased by its subsidiary, Yerbaé Brands, after acquisition in June.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

9 edited+3 added−2 removed16 unchanged
Biggest changeThe 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. ITEM 4.
Biggest changeManagement 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. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 44 Table of Contents PART II
The Litigation seeks compensatory general and liquidated damages in an amount to be proven at trial. On or about January 29, 2025, the Company settled the Litigation by agreeing to pay $350,000 in exchange for a release of all claims by Alta.
The Litigation seeks compensatory general and liquidated damages in an amount to be proven at trial. On or about January 29, 2025, the Company settled the Litigation by agreeing to pay $350,000 in exchange for the release of all claims by Alta.
Pursuant to the Bigger Litigation, Bigger capital sought compensatory damages of $3 million, liquidated damages in an estimated amount of $4 million, specific performance, attorney’s fees and declaratory relief. On January 20, 2025, the Company entered into the Bigger Settlement Agreement.
Pursuant to the Bigger Litigation, Bigger capital sought compensatory damages of $3 million, liquidated damages in an estimated amount of $4 million, specific performance, attorney’s fees and declaratory relief. 43 Table of Contents On January 20, 2025, the Company entered into the Bigger Settlement Agreement.
In response, the Court allowed the parties to bypass that dismissal motion briefing so long as Sabby filed an amended complaint by December 15, 2023. Sabby seeks compensatory damages estimated to exceed $500,000. The Company has filed a motion to dismiss Sabby’s amended complaint and is awaiting the Court’s ruling.
In response, the Court allowed the parties to bypass that dismissal motion briefing so long as Sabby filed an amended complaint by December 15, 2023. Sabby seeks compensatory damages estimated to exceed $500,000. The Company filed a motion to dismiss Sabby’s amended complaint.
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.
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 has made an offer of $1.5 million to settle this matter.
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’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 October 10, 2024, Sabby filed an appeal of the Southern District’s dismissal to the United States Court of Appeals for the Second Circuit. The Company is awaiting the decision from the Court of Appeals for the Second Circuit.
The case 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.
The Company intends to defend itself vigorously against Sabby’s claims and does not believe that the Litigation’s ultimate disposition will have a material adverse effect on the Company’s financial position, results of operations or liquidity. On January 10, 2024, Bigger Capital Fund, L.P.
The Company participated in a trial in the Litigation as to damages only in January of 2026 and is awaiting the Court’s ruling. 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.
(“Bigger Capital”), filed a lawsuit against the Company in the Supreme Court for the State of New York, Case No. 650148/2024 (the “Bigger Litigation”).
The Company has fully complied with the terms of the settlement agreement in this matter and issued the Settlement Shares in 2025. On January 10, 2024, Bigger Capital Fund, L.P. (“Bigger Capital”), filed a lawsuit against the Company in the Supreme Court for the State of New York, Case No. 650148/2024 (the “Bigger Litigation”).
Removed
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. The case was dismissed with prejudice by the federal district court for the Southern District of New York on September 23, 2024.
Added
In and 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 additional claims for promissory estoppel and negligent misrepresentation were dismissed. On or about July 1, 2025, the Second Circuit denied the Company’s petition for reconsideration.
Removed
MINE SAFETY DISCLOSURES. Not applicable. 21 Table of Contents PART II
Added
In April of 2025, the Company settled the Litigation by agreeing to provide 3i with unregistered shares of the Company’s common stock with a market value of $400,000 (the “Settlement Shares”) measured by the lower of the closing price on the NASDAQ Exchange on the day before the date of filing of a Form S-1 and the average VWAP closing price for the five days preceding the date of the filing.
Added
The Company has fully complied with the terms of the settlement agreement in this matter and paid the $325,000 settlement payment in 2025. 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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+1 added−6 removed4 unchanged
Biggest changeIssuance of Unregistered Securities There were no sales of unregistered securities during the fiscal year ended December 31, 2024 other than those transactions previously reported to the SEC on our quarterly reports on Form 10-Q and current reports on Form 8-K. 22 Table of Contents Securities Authorized for Issuance under Equity Compensation Plans On July 31, 2023 and January 17, 2024, our Board of Directors and majority shareholders, respectively, approved the Safety Shot, Inc. 2024 Equity Incentive Plan (the “2024 Plan”), to be administered by our Compensation Committee.
Biggest changeIssuance of Unregistered Securities There were no sales of unregistered securities during the fiscal year ended December 31, 2025 other than those transactions previously reported to the SEC on our quarterly reports on Form 10-Q and current reports on Form 8-K.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock is traded on the NASDAQ Stock Market LLC under the symbol SHOT and its warrants are traded under the symbol SHOTW.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s common stock is traded on the NASDAQ Stock Market LLC under the symbol BNKK, and its warrants are traded under the symbol BNKKW.
As of March 30, 2025, there were 42 holders of record of our common stock, and no holders of record of our warrants.
As of March 25, 2026, there were 1,255 holders of record of our common stock, and no holders of record of our warrants.
Period High Low 2024 Fiscal Year: Fourth Quarter Ended December 31, 2024 $ 1.35 $ 1.67 Third Quarter Ended September 30, 2024 $ 1.77 $ 1.55 Second Quarter Ended June 30, 2024 $ 2.46 $ 1.00 First Quarter Ended March 31, 2024 $ 4.05 $ 1.95 2023 Fiscal Year: Fourth Quarter Ended December 31, 2023 $ 7.50 $ 1.04 Third Quarter Ended September 30, 2023 $ 1.58 $ 0.32 Second Quarter Ended June 30, 2023 $ 0.48 $ 0.27 First Quarter Ended March 31, 2023 $ 0.97 $ 0.28 We consider our common stock to be thinly traded and, accordingly, reported sales prices or quotations may not be a true market-based valuation of our common stock.
Period High Low 2025 Fiscal Year: Fourth Quarter Ended December 31, 2025 $ 16.87 $ 2.33 Third Quarter Ended September 30, 2025 $ 46.90 $ 8.64 Second Quarter Ended June 30, 2025 $ 20.01 $ 8.05 First Quarter Ended March 31, 2025 $ 31.15 $ 11.86 2024 Fiscal Year: Fourth Quarter Ended December 31, 2024 $ 47.25 $ 23.45 Third Quarter Ended September 30, 2024 $ 61.95 $ 19.25 Second Quarter Ended June 30, 2024 $ 86.10 $ 35.00 First Quarter Ended March 31, 2024 $ 141.58 $ 59.50 We consider our common stock to be thinly traded and, accordingly, reported sales prices or quotations may not be a true market-based valuation of our common stock.
Removed
Pursuant to the 2024 Plan, we are authorized to grant options and other equity awards to officers, directors, employees and consultants.
Added
Securities Authorized for Issuance under Equity Compensation Plans The information required by Item 5 of this Annual Report regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Form 10-K. 45 Table of Contents ITEM 6. SELECTED FINANCIAL DATA Not applicable to a smaller reporting company.
Removed
The purchase price of each share of common stock purchasable under an award issued pursuant to the 2024 Plan, shall be determined by our Compensation Committee, in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market of such share of common stock on the date the award is granted, subject to adjustment.
Removed
Our Compensation Committee shall also have sole authority to set the terms of all awards at the time of the grant. Pursuant to the 2024 Plan, a maximum of 15,000,000 shares of our common stock shall be set aside and reserved for issuance, subject to adjustments as may be required in accordance with the terms of the 2023 Plan.
Removed
On October 31, 2023 and December 5, 2023, our Board of Directors and majority shareholders, respectively, approved the Safety Shot, Inc. 2023 Equity Incentive Plan (the “2023 Plan”), to be administered by our Compensation Committee. Pursuant to the 2023 Plan, we are authorized to grant options and other equity awards to officers, directors, employees and consultants.
Removed
The purchase price of each share of common stock purchasable under an award issued pursuant to the 2023 Plan, shall be determined by our Compensation Committee, in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market of such share of common stock on the date the award is granted, subject to adjustment.
Removed
Our Compensation Committee shall also have sole authority to set the terms of all awards at the time of the grant. Pursuant to the 2023 Plan, a maximum of 7,000,000 shares of our common stock shall be set aside and reserved for issuance, subject to adjustments as may be required in accordance with the terms of the 2023 Plan.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

27 edited+6 added−6 removed55 unchanged
Biggest changeDecember 31, 2024 December 31, 2023 Sales $ 701,967 $ 202,670 Cost of Sales 3,147,724 277,127 Gross Profit (Loss) (2,445,757 ) (74,457 ) Total operating expenses 39,611,915 12,524,869 Other (income) expenses 6,354,158 2,222,187 Net Loss from continuing operations $ (48,411,830 ) $ (14,821,513 ) Income (loss) from discontinued operations (997,802 ) (261,528 ) Net Loss $ (49,409,632 ) $ (15,083,041 ) Deemed Dividend $ (2,293,301 ) - Loss attributable to shareholders $ (51,702,933 ) (15,083,041 ) Revenues We generated $701,967 in revenues for the year ended December 31, 2024 compared to $202,670 revenues for the year ended December 31, 2023.
Biggest changeTwelve Months Ended December 31, 2025 2024 Beverage sales $ 2,117,309 $ 701,967 Related party income from digital assets 1,812,352 - Cost of sales 2,691,555 3,147,724 Gross profit 1,238,106 (2,445,757 ) Operating expenses: General and administrative 35,725,558 39,611,915 Impairment expense 4,950,950 - Total operating costs and expenses 40,676,508 39,611,915 Total other income (expense) (28,747,360 ) (6,354,158 ) Loss from operations $ (68,185,762 ) $ (48,411,830 ) Loss from discontinued operations - (997,802 ) Net loss $ (68,185,762 ) $ (49,409,632 ) Deemed dividend (863,400 ) (2,293,301 ) Loss attributable to shareholders $ (69,049,162 ) $ (51,702,933 ) 51 Table of Contents Revenues We generated $3,929,661 in revenues for the year ended December 31, 2025 compared to $701,967 revenues for the year ended December 31, 2024.
Other income and expense Other income and expense for the year ended December 31, 2024, included realized gains of $1,193,666 on the sale of marketable securities and $862,407 of unrealized losses on unsold marketable securities, net interest expense of $118,325 and other income of $6,567,092.
Other income and expense for the year ended December 31, 2024, included realized gains of $1,193,666 on the sale of marketable securities and $862,407 of unrealized losses on unsold marketable securities, net interest expense of $118,325 and other income of $6,567,092.
We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. 25 Table of Contents The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States Dollars.
We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. 47 Table of Contents The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States Dollars.
Critical Accounting Policies Our management’s discussion and analysis of our financial condition and results of operations is based on our audited financial statements for the year ended December 31, 2024 and 2023, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, and the rules and regulations of the Securities and Exchange Commission.
Critical Accounting Policies Our management’s discussion and analysis of our financial condition and results of operations is based on our audited financial statements for the year ended December 31, 2025 and 2024, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, and the rules and regulations of the Securities and Exchange Commission.
Our audited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annually report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.
Our audited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.
The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. Results of Operations For the years ended December 31, 2024 and 2023 The following table provides selected financial data about us for the year ended December 31, 2024 and 2023, respectively.
The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. Results of Operations For the years ended December 31, 2025 and 2024 The following table provides selected financial data about us for the year ended December 31, 2025 and 2024, respectively.
An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. 26 Table of Contents Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis.
An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. 48 Table of Contents Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis.
Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annually report.
Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report.
The Company currently maintains a workforce comprising eight full-time employees of its own. Specializing in Consumer Packaged Goods, our focus centers on the commercialization of a 12-ounce beverage positioned as a dietary supplement. Beyond our existing product, we are actively pursuing a future product line, including a convenient powdered stick pack version.
The Company currently maintains a workforce comprising eight full-time employees of its own. 46 Table of Contents Specializing in Consumer Packaged Goods, our focus centers on the commercialization of a 12-ounce beverage positioned as a dietary supplement. Beyond our existing product, we are actively pursuing a future product line, including a convenient powdered stick pack version.
(NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023, the Company successfully completed the asset purchase of the functional beverage Safety Shot from GBB Drink Lab, Inc. (“GBB”), thereby gaining ownership of various assets, including the intellectual property, trade secrets, and trademarks associated with its dietary supplement Safety Shot Beverage (the “Safety Shot Beverage”).
(NASDAQ: BNNK) was formerly known as Safety Shot, Inc. In August 2023, the Company successfully completed the asset purchase of the functional beverage Safety Shot from GBB Drink Lab, Inc. (“GBB”), thereby gaining ownership of various assets, including the intellectual property, trade secrets, and trademarks associated with its dietary supplement Safety Shot Beverage (the “Safety Shot Beverage”).
Warrants are not considered in the calculations for the years ended December 31, 2024 and 2023, as the impact of the potential common shares would be to decrease the loss per share.
Warrants are not considered in the calculations for the years ended December 31, 2025 and 2024, as the impact of the potential common shares would be to decrease the loss per share.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This annually report contains forward-looking statements. These statements relate to future events or our future financial performance.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This annual report contains forward-looking statements. These statements relate to future events or our future financial performance.
Operating Expenses We had total operating expenses of $39,611,915 for the year ended December 31, 2024 compared to $12,524,869 for the year ended December 31, 2023. 29 Table of Contents Operating expenses for the year ended December 31, 2024, totaled $39,611,915 and were in connection with our daily operations as follows: (i) marketing expenses of $7,038,078; (ii) research and development of $232,161 which included clinical trials; (iii) legal and professional expenses of $8,063,858 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 $275,247; (v) depreciation and amortization of $428,827; (vi) general and administrative expenses of $3,117,507, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses; and (vii) stock based compensation of $20,456,237 consisting of the fair value of stock issued in lieu of cash.
Operating expenses for the year ended December 31, 2024, totaled $39,611,915 and were in connection with our daily operations as follows: (i) marketing expenses of $7,038,078; (ii) research and development of $232,161 which included clinical trials; (iii) legal and professional expenses of $8,063,858 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 $275,247; (v) depreciation and amortization of $428,827; (vi) general and administrative expenses of $3,117,507, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses; and (vii) stock based compensation of $20,456,237 consisting of the fair value of stock issued in lieu of cash.
Our policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The Company’s deferred tax asset at December 31, 2024 and 2023 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $14,660,582 and $8,658,484, respectively.
Our policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The Company’s deferred tax asset at December 31, 2025 and 2024 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $8,957,037 and $14,660,582, respectively.
In this annually report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock. As used in this annually report and unless otherwise indicated, the terms “we”, “us”, “our”, “SHOT” and the “Company” mean Safety Shot, Inc. Company Overview Safety Shot Inc.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock. As used in this annually report and unless otherwise indicated, the terms “we”, “us”, “our”, “Bonk” and the “Company” mean Bonk, Inc. Company Overview Bonk, Inc.
The Company incurred research and development expenses of $ 271,719 and $100,591 for the year ended December 31, 2024 and 2023, respectively. 28 Table of Contents Stock Based Compensation We recognize compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”).
The Company incurred research and development expenses of $24,190 and $100,591 for the year ended December 31, 2025 and 2024, respectively. 50 Table of Contents Stock Based Compensation We recognize compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”).
Deemed Dividend In connection with the settlement with Bigger Capital, 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.
During the year ended December 31, 2025, in connection with the settlement with Bigger Capital, 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 amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards.
Previously Issued Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards.
We generally require cash to: ● launch sales initiatives, ● fund our operations and working capital requirements, 30 Table of Contents ● develop and execute our product development and market introduction plans, ● fund research and development efforts, and ● pay any expense obligations as they come due. ITEM 7A.
We generally require cash to: ● launch sales initiatives, ● fund our operations and working capital requirements, ● develop and execute our product development and market introduction plans, ● fund research and development efforts, and ● pay any expense obligations as they come due. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable to a smaller reporting company.
Under sections 201(s) and 409 of the Federal Food, Drug, and Cosmetic Act (the Act), any substance that is intentionally added to food is a dietary supplement, that is subject to premarket review and approval by FDA, unless the substance is generally recognized, among qualified experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excepted from the definition of a dietary supplement. 24 Table of Contents It’s crucial to note that the Safety Shot Beverage is currently manufactured in a facility adhering to Good Manufacturing Practices (GMP), ensuring the highest standards of quality and safety throughout its production process.
Under sections 201(s) and 409 of the Federal Food, Drug, and Cosmetic Act (the Act), any substance that is intentionally added to food is a dietary supplement, that is subject to premarket review and approval by FDA, unless the substance is generally recognized, among qualified experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excepted from the definition of a dietary supplement.
Fair Value of Financial Instruments The fair value of our assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes We account for income taxes under ASC 740 Income Taxes (“ASC 740”).
During the years ended December 31, 2025 and 2024, the Company recognized no allowance for doubtful collections. Fair Value of Financial Instruments The fair value of our assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Income and loss f rom discontinued operations For the year ended December 31, 2024 and 2023, The Company had losses from discontinued operations of $997,802 and $261,528, respectively. Income/Losses Net losses were $49,409,632 and $15,083,041 for the years ended December 31, 2024 and 2023, respectively.
Income and loss from discontinued operations For the year ended December 31, 2025 and 2024, The Company had losses from discontinued operations of $0 and $997,802, respectively. 52 Table of Contents Income/Losses Net losses were $68,185,762 and $49,409,632 for the years ended December 31, 2025 and 2024, respectively.
Operating expenses for the year ended December 31, 2023, totaled $12,524,869 and were in connection with our daily operations as follows: (i) marketing expenses of $566,666; (ii) research and development of $100,591 which included clinical trials; (iii) legal and professional expenses of $4,856,586 primarily for due diligence and legal work on two proposed mergers and litigation along with corporate advisory services, registration statement preparation fees, general corporate governance fees; (iv) rent and utilities of $206,871; (v) depreciation and amortization of $215,175; (vi) general and administrative expenses of $4,296,899, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses; (vii) stock based compensation of $2,082,081 consisting of the fair value of stock issued in lieu of cash and (viii) impairment of a $200,000 advance to an affiliate.
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.
The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the years ended December 31, 2024 and 2023, the Company recognized no allowance for doubtful collections.
There were no cash equivalents as December 31, 2025 and 2024. Accounts Receivable 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.
Due to the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance of $14,660,582 and $8,658,484 for the years ended December 31, 2024 and 2023. 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”).
Due to the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance of $8,957,037 and $14,660,582 for the years ended December 31, 2025 and 2024.
For the Years Ended December 31, 2024 2023 Numerator: (49,409,632 ) (15,083,041 ) Net (loss) Deemed Dividend (2,293,301 ) - Loss attributable to shareholders $ (51,702,933 ) $ (15,083,041 ) Denominator: Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period 54.441,190 30,877,804 Denominator for diluted earnings per share 54,441,190 30,877,804 Basic (loss) per share $ (0.91 ) $ (0.49 ) Diluted (loss) per share $ (0.91 ) $ (0.49 ) Loss per share attributed to common shareholders $ (0.95 ) - Cash We consider 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.
For the Twelve Months Ended December 31, 2025 2024 Numerator: Net (loss) from continuing operations $ (68,185,762 ) $ (48,411,830 ) Income (loss) from discontinued operations - (997,802 ) Net (loss) $ (68,185,762 ) $ (49,409,632 ) Deemed Dividend (863,400 ) (2,293,301 ) Loss attributable to shareholders $ (69,049,162 ) $ (51,702,933 ) Denominator: Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period 4,005,739 1,555,463 Denominator for diluted earnings per share 4,005,739 1,555,463 Basic (loss) per share $ (17.02 ) $ (31.77 ) Diluted (loss) per share $ (17.02 ) $ (31.77 ) Loss per shares attributed to common shareholders $ (17.23 ) $ (33.24 ) 49 Table of Contents Cash We consider 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.
Other income and expense for the year ended December 31, 2023, included realized gains of $244,504 on the sale of marketable securities and $1,511,488 of unrealized losses on unsold marketable securities, unrealized loss of $864,418 on equity investment, net interest expense of $114,093 and other income of $23,308.
Other income and expense 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.
Removed
There were no cash equivalents as December 31, 2024 and 2023. 27 Table of Contents Fore ig n Currency Translation Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period.
Added
It’s crucial to note that the Safety Shot Beverage is currently manufactured in a facility adhering to Good Manufacturing Practices (GMP), ensuring the highest standards of quality and safety throughout its production process.
Removed
Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions and translation for the years ended December 31, 2024 and 2023 and the cumulative translation gains and losses as of December 31, 2024 and 2023 were not material. Accounts Receivable Accounts receivable are generated from sales of the Company’s products.
Added
Income Taxes We account for income taxes under ASC 740 Income Taxes (“ASC 740”).
Removed
On October 24, 2018, the inception date (“Inception”), we adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services.
Added
On August 8, 2025, the Company experienced a change in control due to the revenue sharing agreement and as a result the historical net operating loss carryforwards were eliminated. 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”).
Removed
Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. Recent l y Issued Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions.
Added
The increase is due to the Company acquisition of Yerbaé Brands on June 27, 2025 and the Company’s digital asset investment that commenced in August 2025. Operating Expenses We had total operating expenses of $40,676,508 for the year ended December 31, 2025 compared to $39,611,915 for the year ended December 31, 2024.
Removed
The increase is due to the Company the commencement of marketing and selling its Safety Shot beverage in December 2023.
Added
Deemed Dividend 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.
Removed
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable to a smaller reporting company.
Added
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.

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