Bonk Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 Commission File Number: 001-39569 BONK, INC.(Exact name of registrant as specified in its charter) 83-2455880 18801 N. Thompson Peak, Suite 380Scottsdale, AZ 85255(Address of principal executive offices, including zip code) (888) 257-8061(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per shareWarrants to purchase shares of Common Stock,$0.001 par value per share Nasdaq Capital Markets LLCNasdaq Capital Markets LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such fi les). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒(Do not check if smaller reporting company) Accelerated filer☐Smaller Reporting Company☒Emerging Growth Company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2025, there were 2,906,455 shares of the registrant’s common stock, par value $0.001 per share, issued and outstanding,of these, 2,752,927 shares were held by non-affiliates of the registrant. The market value of securities held by non-affiliates was$31,796,306 as of June 30, 2025, based on the closing price of $11.55 for the registrant’s common stock on June 30, 2025. The number of shares outstanding of each of the registrant’s classes of common stock, as of March 25, 2026, was 7,851,315. TABLE OF CONTENTS PART I6ITEM 1. BUSINESS6ITEM 1A. RISK FACTORS16ITEM 1B. UNRESOLVED STAFF COMMENTS41ITEM 1C. CYBERSECURITY41ITEM 2. PROPERTIES42ITEM 3. LEGAL PROCEEDINGS43ITEM 4. MINE SAFETY DISCLOSURES.44PART II45ITEM5.MARKET FOR COMMON EQUITY,RELATED STOCKHOLDER MATTERS,AND ISSUERPURCHASES OF EQUITY SECURITIES45ITEM 6. SELECTED FINANCIAL DATA46ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS46ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK53ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA53ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURES53ITEM 9A. CONTROLS AND PROCEDURES54ITEM 9B. OTHER INFORMATION55ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS.55PART III56ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE56ITEM 11. EXECUTIVE COMPENSATION61ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT64ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE65ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES66PART IV67ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES67ITEM 16. FORM 10-K SUMMARY68SIGNATURES692 Table of Contents This Annual Report on Form 10-K includes the accounts of Bonk, Inc., a Delaware corporation (“Bon