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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): November 5, 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 3.01. Notice of Failure to Satisfy a Continued Listing Rule or Standard
On November 5, 2025, Bonk, Inc. (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.
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.
August 8, 2025 Transaction
On August 8, 2025, the Company entered into a Securities Purchase Agreement for an offering of 35,000 shares of its Series C Convertible Preferred Stock (the “Preferred Stock”), convertible into 62,701,541 shares of common stock, subject to a conversion cap of 19.99% of the outstanding shares of Common Stock until stockholder approval is obtained. The Preferred Stock also included rights to appoint 50% of the Company’s board of directors as long as the Preferred Stock remained issued and outstanding (the “Board Appointment Right”).
Staff determined that the Company violated Listing Rule 5640 by issuing Preferred Stock with designation rights at a level disproportionally greater than its ownership position, thereby reducing the existing shareholders’ voting power. Staff has also determined that, as a result of the Board Appointment Right, the issuance of the Preferred Stock resulted in a Change of Control and as a result required shareholder approval under Listing Rule 5635(b). Since the Company failed to receive shareholder approval prior to the issuance of Preferred Stock, the Company violated Listing Rule 5635(b).
Finally, the Company failed to notify Nasdaq 15 days prior to the issuance of the Preferred Stock, as required by Listing Rule 5250(e). On September 13, 2025, the Company filed the Notification Form Listing of Additional Shares.
Subsequently, on October 6, 2025, the Company amended the Board Appointment Right of the Preferred Stock to include a step-down provision to comply with the Voting Rights Rule under Listing Rule 5640.
August 25, 2025 Transaction
On August 25, 2025, the Company entered into an agreement to issue 51,921,080 shares (the “Shares”) of common stock to a single investor for consideration paid in BONK Tokens valued at $25 million based on the August 22, 2025, closing price for BONK Tokens (the “PIPE”). On September 5, 2025, the Company filed the Listing of Additional Shares for the PIPE. According to the Form 8-K filed August 29, 2025, the Company closed the PIPE, and the Shares were issued.
Upon review, Staff determined that the Company violated Listing 5635(a) which requires shareholder approval prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if number and the voting power of shares of common stock to be issued is equal to or in excess of 20% of the number of shares or voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock.
However, in a correspondence dated October 10, 2025, the Company stated that on September 3, 2025, the Company instructed the transfer agent to not issue the Shares. Notwithstanding this information along with the Company’s public disclosure and Listing of Additional Shares notification form stating that the transaction closed on August 29, 2025, it wasn’t until October 16, 2025, that the Company filed a Form 8-K, updating its inaccurate disclosure stating that the Shares have not been issued and the issuance is subject to shareholder approval. As a result, Staff has determined that the Company failed to comply with the obligation to make prompt public disclose of material information material information under Listing Rule 5250(b)(1).
Although Staff has determined that the Transactions violated Nasdaq’s notification requirements under Listing Rules 5250(b)(1), 5250(e)(2)(B) and 5250(e)(2)(D), Nasdaq’s shareholder approval requirements under Listing Rules 5635(a) and 5635(b), and Nasdaq’s Voting Rights Rule under 5640, 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 this matter is closed.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointment
Effective as of November 5, 2025, the Board of Directors (the “Board”) of the Company appointed Stacey Duffy and Jamie McAvity as independent members of the Board to serve until the Company’s 2026 Annual Meeting of Stockholders. Both Ms. Duffy and Mr. McAvity will receive compensation consistent with the Company’s non-executive directors.
Neither Ms. Duffy nor Mr. McAvity has any family relationships with any of the Company’s directors or executive officers.
Director Resignation
On November 5, 2025, Jordan Schur and Rich Pascucci notified the Board of their decisions to resign from the Board. The Board thanks Messrs. Schur and Pascucci for their service to the Company. Messrs. Schur’s and Pascucci’s resignations from the Board were not associated with or attributable to any disagreement with the Company, the Company’s management, or any other member of the Board.
Mr. Schur will remain in his executive role as President of the Company.
A copy of the press release announcing the change in the composition of the Board is attached as Exhibit 99.1 hereto and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 99.1 | Press Release, dated November 6, 2025 | |
| 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: November 6, 2025
| BONK, INC. | ||
| By: | /s/ Jarrett Boon | |
| Jarrett Boon | ||
| Chief Executive Officer | ||
Exhibit 99.1
Bonk, Inc. Announces Strategic Board Refresh to Align with New Corporate Vision
New Appointments Establish a Bonk-Aligned Majority on the Board of Directors, Adding Deep Expertise in DeFi, Institutional Finance, and High-Growth Digital Asset Operations
SCOTTSDALE, AZ – November 6, 2025 (GLOBE NEWSWIRE) – Bonk, Inc. (Nasdaq: BNKK) today announced the completion of a strategic refresh of its Board of Directors with the appointment of three new members: Connor Klein, an investment partner at New Form Capital, who joined the Board two weeks prior as disclosed in a Form 8-K filing; Stacey Duffy, a seasoned financial due diligence and transaction advisory expert; and Jamie McAvity, co-founder and CEO of Bitcoin miner Cormint, Inc.
These new appointments are designed to provide the Company with enhanced expertise in digital assets, capital markets, and high-growth operations as it executes on its new strategy centered around its subsidiary, BONK Holdings LLC. Following these changes, the Board of Directors is composed of seven members, with the four most recent appointments—including Mitchell Rudy (a.k.a. Nom)—giving the new, Bonk-aligned members a clear majority.
Concurrent with the new appointments, the Company announced the resignations of Jordan Schur and Rich Pascucci from the Board of Directors. Mr. Schur will remain in his executive role as President of Bonk, Inc.
The new members of Bonk, Inc.’s Board of Directors include:
| ● | Connor Klein: An Investment Partner at New Form Capital, Mr. Klein is responsible for investments across financial infrastructure, real-world assets, and DeFi. He previously worked in Investment Banking at Morgan Stanley in its consumer & retail group and in growth at Halliday, an Andreessen Horowitz-backed crypto payments startup. He holds a B.A. in Economics from the University of Pennsylvania. | |
| ● | Stacey Duffy, ACA: A Director-level financial due diligence professional, Ms. Duffy has extensive experience leading complex transactions for corporate and private equity clients at firms including Alvarez & Marsal and KPMG. Her historical deals range across public and private companies, international acquisitions, and carve-out transactions. |
| ● | Jamie McAvity: The co-founder and CEO of Cormint, Inc., a Bitcoin mining company headquartered in Texas. Mr. McAvity has scaled Cormint to 130MW of capacity and has been recognized for operating the most efficient Bitcoin mining operation in 2023 and 2024 by CoinShares and MinerMag. Previously, he was a member of the management team and Board of Directors of Knock, Inc., a SaaS business that saw a successful exit to Realpage in 2022. |
“We are thrilled to welcome Connor, Stacey, and Jamie to our Board of Directors,” said Jarrett Boon, CEO of Bonk, Inc. “Their collective expertise in DeFi, institutional finance, and scaling high-growth technology companies will be invaluable as we execute on our vision for BONK Holdings. Their appointments are a testament to the exciting new direction of our company. We also want to extend our deepest gratitude to Jordan Schur and Rich Pascucci for their dedicated service and significant contributions to the Company during its transition. They have been instrumental in our progress, and we wish them the very best.”
Mitchell Rudy (a.k.a. Nom), a BONK core contributor and Board Director, added, “Bringing on talent of this caliber is a testament to the scale of the opportunity we are pursuing. Connor’s deep expertise in DeFi and venture capital, Stacey’s command of complex financial transactions, and Jamie’s proven ability to scale high-growth operations in the digital asset space provide us with an incredible strategic advantage. This is the team we need to build the premier public vehicle for the BONK ecosystem, and I am thrilled to work alongside them.”
About Bonk, Inc. Bonk, Inc. (Nasdaq: BNKK), is a company evolving to bridge the gap between traditional public markets and the digital asset ecosystem. Following its strategic integration with letsBONK.fun, the Company is executing a new strategy focused on acquiring revenue-generating assets within the DeFi space to build a robust treasury of digital assets. The Company’s beverage division holds the patented Sure Shot beverage, designed to rapidly reduce blood alcohol content, as well as Yerbaé’s plant-based, energy beverage.
Investor Relations Contact: Phone: 561-244-700 Email: investors@bonkinc.com
Forward-Looking Statements: This press release contains forward-looking statements. Such statements are subject to risks and uncertainties, many of which are outside of the Company’s control, and actual results could differ materially. Factors that could cause or contribute to such differences include, but are not limited to, the performance of BONK tokens, the successful integration and operational success with letsBONK.fun, the ability to execute on the Company’s treasury strategy, the successful divestiture of the beverage division, and other risks detailed in Bonk, Inc.’s filings with the Securities and Exchange Commission, including its most recent reports on Form 10-K and Form 10-Q.