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SEC Comment Letter 0000000000-24-011344 to BONK, INC. (BNKK)

BONK, INC.
Date: Oct. 7, 2024 · CIK: 0001760903 · Accession: 0000000000-24-011344

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File numbers found in text: 333-282315

Date
October 7, 2024
Author
Juan Grana
Form
UPLOAD
Company
BONK, INC.

Letter

October 7, 2024 Jarrett Boon Chief Executive Officer Safety Shot, Inc. 1061 E. Indiantown Rd., Ste. 110 Jupiter, FL 33477 Re:Safety Shot, Inc. Registration Statement on Form S-3 Filed September 24, 2024 File No. 333-282315 Dear Jarrett Boon: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 Prospectus Summary, page 3 1.We note your disclosure on page 4 that "research studies will be carried out addressing dose, ingredient selection and efficacy across multiple indications to help bolster product development and product offerings." Please revise to briefly discuss these future research studies. We note your disclosure on page 4 that you "have conducted extensive research and experimentation involving a substantial number of volunteers under the influence of alcohol" and that you "have recently completed [y]our clinical trials of the Safety Shot Dietary Supplement which have shown a statistically significant reduction in the BAC of the participants." Please revise to discuss these studies and clinical trials in further detail. In particular, please disclose the date(s) and location(s) of the studies and trials, the sponsor(s), the number of participants, including how participants were selected, 2.

October 7, 2024 Page 2 the results of the studies and trials, including how results were measured, key assumptions, any serious adverse events, and whether statistical significance was demonstrated, including supporting p-values, as appropriate. Please also disclose whether any of the parties involved, including the sponsors in the studies and/or trials, are affiliates or partners of Safety Shot. 3.We note your statement on page 6: "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 Safety Shot Dietary Supplement used for minimizing the harmful effects associated with alcohol consumption by supporting the metabolism of alcohol." Please revise to disclose the specific products, product groups and technologies to which such patents relate, whether the patents are owned or licensed, the type of patent protection, expiration dates for such patents on an individual basis and the jurisdiction covered by each patent. Incorporation Of Certain Information By Reference, page 18 4.Please revise to incorporate by reference all of the current reports on Form 8-K required pursuant to Item 12(a)(2) of Form S-3. General 5.Please revise your disclosures to clearly discuss the securities being registered for resale on this registration statement, including the 1,098,029 previously issued shares of common stock and the 800,000 shares of common stock issuable upon the exercise of common stock purchase warrants. In particular, please discuss the transactions pursuant to which these securities were issued, and file the applicable transaction documents as exhibits to this registration statement. We note your disclosure on page 9 that common stock was issued to Todd Gibson pursuant to a securities purchase agreement dated September 20, 2024, your disclosure on page 12 that common stock options were issued to Wall and Broad Capital pursuant to a stock option agreement dated September 6, 2024, and your disclosures on page 13 that you entered into loan agreements on April 20, 2022 with Greentree and L&H pursuant to which you sold warrants, and that on January 19, 2023, you entered into a PIPE agreement with certain purchasers. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

October 7, 2024 Page 3 Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at 202-551-7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc:Arthur S. Marcus, Esq.

Show Raw Text
October 7, 2024
Jarrett Boon
Chief Executive Officer
Safety Shot, Inc.
1061 E. Indiantown Rd., Ste. 110
Jupiter, FL 33477
Re:Safety Shot, Inc.
Registration Statement on Form S-3
Filed September 24, 2024
File No. 333-282315
Dear Jarrett Boon:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Prospectus Summary, page 3
1.We note your disclosure on page 4 that "research studies will be carried out
addressing dose, ingredient selection and efficacy across multiple indications to help
bolster product development and product offerings." Please revise to briefly discuss
these future research studies.
We note your disclosure on page 4 that you "have conducted extensive research and
experimentation involving a substantial number of volunteers under the influence of
alcohol" and that you "have recently completed [y]our clinical trials of the Safety Shot
Dietary Supplement which have shown a statistically significant reduction in the BAC
of the participants." Please revise to discuss these studies and clinical trials in further
detail. In particular, please disclose the date(s) and location(s) of the studies and trials,
the sponsor(s), the number of participants, including how participants were selected, 2.

October 7, 2024
Page 2
the results of the studies and trials, including how results were measured, key
assumptions, any serious adverse events, and whether statistical significance was
demonstrated, including supporting p-values, as appropriate. Please also disclose
whether any of the parties involved, including the sponsors in the studies and/or trials,
are affiliates or partners of Safety Shot.
3.We note your statement on page 6: "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 Safety Shot Dietary Supplement used for minimizing the
harmful effects associated with alcohol consumption by supporting the metabolism of
alcohol." Please revise to disclose the specific products, product groups and
technologies to which such patents relate, whether the patents are owned or licensed,
the type of patent protection, expiration dates for such patents on an individual basis
and the jurisdiction covered by each patent.
Incorporation Of Certain Information By Reference, page 18
4.Please revise to incorporate by reference all of the current reports on Form 8-K
required pursuant to Item 12(a)(2) of Form S-3.
General
5.Please revise your disclosures to clearly discuss the securities being registered for
resale on this registration statement, including the 1,098,029 previously issued shares
of common stock and the 800,000 shares of common stock issuable upon the exercise
of common stock purchase warrants. In particular, please discuss the transactions
pursuant to which these securities were issued, and file the applicable transaction
documents as exhibits to this registration statement. We note your disclosure on page
9 that common stock was issued to Todd Gibson pursuant to a securities purchase
agreement dated September 20, 2024, your disclosure on page 12 that common stock
options were issued to Wall and Broad Capital pursuant to a stock option agreement
dated September 6, 2024, and your disclosures on page 13 that you entered into loan
agreements on April 20, 2022 with Greentree and L&H pursuant to which you sold
warrants, and that on January 19, 2023, you entered into a PIPE agreement with
certain purchasers.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

October 7, 2024
Page 3
            Please contact Juan Grana at 202-551-6034 or Margaret Sawicki at 202-551-7153
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Arthur S. Marcus, Esq.