Correspondence 0001493152-24-041346 from BONK, INC. (BNKK)
BONK, INC.
Date: Oct. 16, 2024 · CIK: 0001760903 · Accession: 0001493152-24-041346
AI Filing Summary & Sentiment
Referenced dates: October 15, 2024
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CORRESP
1
filename1.htm
October
17, 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.
Amendment
No. 1 to Registration Statement on Form S-3
Submitted
October 11, 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 15, 2024 (the “Comment Letter”) relating
to the amendment No. 1 to the registration statement on Form S-3, which was submitted to the Commission by Safety Shot, Inc. (the “Company”
or “we”) on October 11, 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.
Amendment
No. 1 to Registration Statement on Form S-3
Prospectus
Summary, page 3
1.
We
note your response to comment 1, including that you plan to conduct additional research studies
to assess varying dosages of the Sure Shot Dietary Supplement against body weight, gender
and age, examine several current and proposed ingredients with respect to their specific
role in reducing BAC and how they affect the enzymatic activity associated with the metabolism
of alcohol, and examine additional markers with respect to improving post-alcohol consumption
symptoms and feelings. Please discuss the timing for the commencement and completion of these
planned studies, and disclose whether you have obtained a sponsor, a location, and/or have
begun selecting participants for these 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 response to comment 2 and your statement on page 4: “the study assumed that the participants would feel better and
demonstrate marked improvement in cognitive skills and physical function following the consumption of the Sure Shot Dietary Supplement
versus that of the placebo.” Please further explain how you measured this and the results. Please also further discuss the
basis for this assumption. Please also clarify whether you conducted any additional studies or research, other than the clinical
trial involving 36 participants, indicating that the Sure Shot Dietary Supplement can reduce a person’s BAC. 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.”
Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 4 of the Registration Statement
for details.
Incorporation
Of Certain Information By Reference, page 18
3.
We
note your response to comment 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, which requires incorporation by reference of all current reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the registrant’s latest annual report on Form 10-K.
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
4.
We
note your response to comment 5. Please discuss the transactions pursuant to which your shares of common stock being registered for
resale were issued, including the 350,000 previously issued shares of your common stock that are not currently described.
Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see page 5 of the Registration Statement
for details. The 350,000 shares of common stock being registered were issued to Greentree Financial Group, Inc. (“Greentree”)
and L&H, Inc. (“L&H”), under the amendment agreements dated September 11, 2023, entered between the Company, Greentree
and L&H.
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