Correspondence 0001493152-24-040811 from BONK, INC. (BNKK)
BONK, INC.
Date: Oct. 10, 2024 · CIK: 0001760903 · Accession: 0001493152-24-040811
AI Filing Summary & Sentiment
Referenced dates: October 7, 2024
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CORRESP
1
filename1.htm
October
11, 2024
Securities
and Exchange Commission
Division
of Corporate Finance
100
F Street, NE
Washington,
D.C. 20549
Attn:
Mr. Juan Grana and Ms. Margaret Sawicki
Re:
Safety Shot, Inc.
Registration
Statement on Form S-3
Submitted
September 24, 2024
File
No. 333- 282315
Dear
Mr. Juan Grana and Ms. Margaret Sawicki:
Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated October 7, 2024 (the “Comment Letter”) relating
to the registration statement on Form S-3, which was submitted to the Commission by Safety Shot, Inc. (the “Company”
or “we”) on September 24, 2024.
The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.
We
have also updated the Registration Statement on Form S-3/A (the “Registration Statement”) which is submitted to the
Commission simultaneously together with this letter.
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.
Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 4 of the Registration
Statement for details.
2.
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, 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.
Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 4 of the Registration
Statement for details.
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.
Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 6 of the
Registration Statement for details.
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.
Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 18 of the
Registration Statement for details.
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.
Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 5 of the Registration
Statement for details. We have added or cross-referenced the applicable transaction documents as exhibits.
Should
you have any questions regarding the foregoing, please do not hesitate to contact the Company’s counsel, Arthur Marcus, Esq. of
Sichenzia Ross Ference Carmel LLP at (212) 930-9700.
Very
truly yours,
By:
/s/
Jarrett Boon
Name:
Jarrett
Boon