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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C., 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 9, 2025
BONK,
INC.
(Exact
name of registrant as specified in charter)
| Delaware |
|
001-39569 |
|
83-2455880 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
18801
N Thompson Peak Pkwy Ste 380, Scottsdale, AZ 85255
(Address
of principal executive offices) (Zip Code)
(561)
244-7100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
BNKK |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment
to Third Amended and Restated Certificate of Incorporation
On
December 9, 2025, Bonk, Inc., a Delaware corporation (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. 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. 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.
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 nonassessable, without any change in the par value per
share. 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. The trading symbol
for Common Stock remains “BNKK.” The new CUSIP number for Common Stock following the Reverse Stock Split is 48208F303.
The
foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter
Amendment attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit
Description |
| 3.1 |
|
Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of Bonk, Inc. |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
December 12, 2025
| BONK,
INC. |
|
| |
|
|
| By: |
/s/
Jarrett Boon |
|
| |
Jarrett
Boon |
|
| |
Chief
Executive Officer |
|