UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 27, 2026 the board of directors (the “Board”) of Bonk, Inc. (the “Company”) appointed Mitchell Rudy to serve as President of the Company, effective immediately.
On April 27, 2026, the Company entered into an employment agreement (the “Employment Agreement”) with Mitchell Rudy.
Under the terms of the Employment Agreement, for serving as the Company’s President, Mr. Rudy will receive an annual base salary equal to $150,000. In addition, Mr. Rudy will be eligible to participate in the Company’s health, life, and disability insurance programs and such other benefit programs as the Company may establish from time to time for its employees, in accordance with the Company’s established procedures. The Employment Agreement includes typical non-disclosure and restrictive covenant provisions that the executive must comply with.
The above summary does not purport to be a complete summary of the Employment Agreement and is qualified in its entirety by reference to the full text of the Employment agreement, a copy of which is filed herewith as Exhibit 10.1 and which is incorporated by reference herein.
There are no arrangements or understandings between Mr. Rudy and any other persons pursuant to which he was appointed as President. There are no family relationships between Mr. Rudy and any director or executive officer of the Company. Mr. Rudy is not a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On April 29, 2026, the Company issued a press release regarding the appointment, a copy of which is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Employment Agreement, dated April 27, 2026, by and between Mitchell Rudy and the Company | |
| 99.1 | Press Release dated April 29, 2026 announcing appointment of Mitchell Rudy as President | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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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: April 29, 2026
| BONK, INC. | ||
| By: | /s/ Jarrett Boon | |
| Jarrett Boon | ||
| Chief Executive Officer | ||
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Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 27th, 2026, (the “Effective Date”), between Bonk, Inc., a Delaware corporation, whose principal place of business is 18801 N Thompson Peak Pkwy, Suite 380 Scottsdale, AZ 85255 (the “Company”) and Mitchell Rudy, an individual residing in Calgary, CA (the “Employee”).
RECITALS
WHEREAS, the Company desires to employ the Employee and the Employee desires to be employed by the Company and to enter into a formal employment agreement for the benefit and protection of all of the parties.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the Employee do hereby agree as follows:
| 1. | Recitals. The above recitals are true, correct, and are herein made incorporated by reference. |
| 2. | Employment. The Company hereby employs the Employee as the Company’s President and the Employee hereby accepts employment as a full-time employee, upon the terms and conditions hereinafter set forth. |
| 3. | Duties and Responsibilities. During the term of this Agreement, the Employee shall serve as the President of the Company. The Employee shall report to the Company’s Board of Directors and the Chief Executive Officer. |
| 4. | At-Will Employment. Employee’s employment with the Company shall be “at-will” and as such, can be terminated at any time with or without cause. If Employee is terminated without “Cause” as is defined in paragraph 6 below, Employee shall be entitled to certain benefits and severance. |
| 5. | Compensation and Benefits. |
| a. | Salary. During the Term of this Agreement, the Employee shall be paid an initial base salary (the “Base Salary”) of $150,000 payable bi-monthly. | |
| b. | Benefits. As a Bonk, Inc. employee, you will be eligible for health/life/disability insurance coverage supplied per Company policy and other benefits as may be established by Employer from time to time with respect to its employees in accordance with Employer’s established procedures. | |
| c. | Vacation. The Company has an unlimited Paid Time Off (“PTO”) policy such that the number of paid days off is not limited and is to be determined between Employee and his direct supervisor, the Company’s Board of Directors and CEO. The Company does not keep a vacation “bank” for employees and unused vacation days do not carry over from year to year. |
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| d. | Business Expense Reimbursement. During the term of employment, the Employee shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses incurred by the Employee (in accordance with the policies and procedures established by t he Company for its employees) in performing services hereunder, provided the Employee properly accounts therefor. |
| 6. | Consequences of Termination of Employment. |
| a. | Death. This Agreement and the Employee’s employment hereunder shall be terminated by the death of the Employee and all vested but unexercised Options shall remain exercisable by the Employee’s designated beneficiary, or, in the absence of such designation, to the estate or other legal representative of the Employee, through the term of such Option. |
| b. | Disability. |
| i. | In the event of the Employee’s disability, as hereinafter defined, the Employee shall be entitled to compensation in accordance with the Company’s disability compensation practice for Employees. |
| c. | Termination by the Company for Cause. |
| i. | Nothing herein shall prevent the Company from terminating employment for “Cause,” as hereinafter defined. | |
| ii. | “Cause” shall mean and include those actions or events specified below in subsections (A) through (D) to the extent the same occur, or the events constituting the same take place, subsequent to the date of execution of this Agreement: (A) committing or participating in an injurious act of, gross neglect or embezzlement against the Company; (B) committing or participating in any other injurious act or omission wantonly, willfully, recklessly or in a manner which was grossly negligent against the Company, monetarily or otherwise; (C) engaging in a criminal enterprise involving moral turpitude; or (D) the Employee being charged with or a conviction of an act or acts constituting a felony under the laws of the United States or any state thereof. Any other termination shall be deemed a termination “Without Cause.” |
| d. | Termination by the Company Without Cause. |
| i. | In the event that Employee’s employment is terminated Without Cause, the Company will pay Employee as follows: |
| a. | As severance, in one lump sum, an amount equal to twelve (12) months of Employee’s then Base Salary (the “Severance Payment”). The Severance Payment shall be made within thirty (30) days following termination. In addition, 100 percent of the Employee’s Stock Options (the “Options”) that have been granted and have not vested will be accelerated and be fully vested. On the date of termination, Employee shall have ninety (90) days in which to exercise his vested Options. After ninety (90) days, all unexercised Options are forfeited and returned to the Company’s option pool. |
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| b. | An amount equal to all accrued and unpaid annual incentive bonuses relating to any prior years, if any, at the time of Employee’s termination of employment, |
| c. | All reimbursable expenses, |
| d. | Reimbursement of insurance premiums payable to continue Employee’s group health for a period of twelve (12) months from the date of termination, including coverage pursuant to the provisions of COBRA, if applicable, and, |
| e. | A pro-rata portion of any annual incentive bonus becoming earned on performance for the fiscal year in which the date of termination occurs. |
| e. | Voluntary Termination and Termination for Cause. |
| i. | In the event that the Employee is either terminated for Cause or the Employee voluntarily terminates his or her employment, the following shall apply: |
| a. | Employee shall have ninety (90) days from the date of termination in which to exercise any vested Options. After ninety (90) days all unexercised Options are forfeited and returned to the Company’s option pool. |
| b. | All reimbursable expenses shall be paid to Employee. |
| c. | Employee shall not be entitled to any Severance Payment. |
| 7. | Restrictive Covenant and Non-Disclosure of Information. |
| a. | Restrictive Covenant. The Employee acknowledges and recognizes the highly competitive nature of the Company’s business and the goodwill, continued patronage, and specifically the names and addresses of the Company’s Clients (as hereinafter defined) constitute a substantial asset of the Company having been acquired through considerable time, money and effort. Accordingly, in consideration of the execution of this Agreement, in the event the Employee’s employment is terminated by reason of disability pursuant to Section 6(b) or for Cause pursuant to Section 6(c) or if the Employee voluntarily terminates this Agreement pursuant to Section 6(e), then the Employee agrees that during the Restrictive Period and within the Restricted Area, the Employee will not, directly or indirectly, solicit, induce or influence any of the Company’s Clients which have a business relationship with the Company at the time during the Restricted Period to discontinue or reduce the extent of such relationship with the Company. |
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| b. | Non-Disclosure of Information. In the event Employee ‘s employment has been terminated, Employee agrees that, during the Restricted Period, Employee will not knowingly use or disclose any Proprietary Information of the Company for the Employee’s own purposes or for the benefit of any entity engaged in Competitive Business Activities. As used herein, the term “Proprietary Information” shall mean trade secrets or confidential proprietary information of the Company which are material to the conduct of the business of the Company. No information can be considered Proprietary Information unless the same is a unique process or method material to the conduct of the Company’s business, or is a customer list or similar list of persons engaged in business activities with Company, or if the same is otherwise in the public domain or is required to be disclosed by order of any court or by reason of any statute, law, rule, regulation, ordinance or other governmental requirement. Employee further agrees that in the event his employment is terminated all Documents in his possession at the time of his termination shall be returned to the Company at the Company’s principal place of business. |
| c. | Documents. “Documents” shall mean all original written, recorded, or graphic matters whatsoever, and any and all copies thereof, including, but not limited to: papers; books; records; tangible things; correspondence; communications; telex messages; memoranda; work-papers; reports; affidavits; statements; summaries; analyses; evaluations; client records and information; agreements; agendas; advertisements; instructions; charges; manuals; brochures; publications; directories; industry lists; schedules; price lists; client lists; statistical records; training manuals; computer printouts; books of account, records and invoices reflecting business operations; all things similar to any of the foregoing however denominated. In all cases where originals are not available, the term “Documents” shall also mean identical copies of original documents or non-identical copies thereof. |
| d. | Company’s Clients. The “Company’s Clients” shall be deemed to be any partnerships, corporations, professional associations or other business organizations with whom the Company has conducted business. |
| e. | Restrictive Period. The “Restrictive Period” shall be deemed to be five (5) years following termination of the Employee’s employment with the Company. |
| f. | Restrictive Area. The “Restricted Area” shall be within a three hundred (300) mile radius of the Company’s principal office at the time of termination. |
| g. | Competitive Business Activities. The term “Competitive Business Activities” as used herein shall be deemed to mean the business of the Company at the time of termination. |
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| h. | Covenants as Essential Elements of this Agreement. It is understood by and between the parties hereto that the foregoing covenants contained in Sections 7(a) and (b) are essential elements of this Agreement, and that but for the agreement by the Employee to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by the Employee shall be construed to be agreements independent of any other provisions of this Agreement. The existence of any other claim or cause of action, whether predicated on any other provision in this Agreement, or otherwise, as a result of the relationship between the parties shall not constitute a defense to the enforcement of such covenants against the Employee. |
| i. | Survival After Termination of Agreement. Notwithstanding anything to the contrary contained in this Agreement, the covenants in Sections 7(a) and (b) shall survive the termination of this Agreement and the Employee’s employment with the Company. |
| j. | Remedies. |
| i. | The Employee acknowledges and agrees that the Company’s remedy at law for a breach or threatened breach of any of the provisions of Section 7(a) or (b) herein would be inadequate and a breach thereof will cause irreparable harm to the Company. In recognition of this fact, in the event of a breach by the Employee of any of the provisions of Section 7(a) or (b), the Employee agrees that, in addition to any remedy at law available to the Company, including, but not limited to monetary damages, all rights of the Employee to payment or otherwise under this Agreement and all amounts then or thereafter due to the Employee from the Company under this Agreement may be terminated and the Company, without posting any bond, shall be entitled to obtain, and the Employee agrees not to oppose the Company’s request for equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to the Company. |
| ii. | The Employee acknowledges that the granting of a temporary injunction, temporary restraining order or permanent injunction merely prohibiting the use of Proprietary Information would not be an adequate remedy upon breach or threatened breach of Section 7(a) or (b) and consequently agrees, upon proof of any such breach, to the granting of injunctive relief prohibiting any form of competition with the Company. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach. |
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| 8. | Indemnification. The Employee shall continue to be covered by the Certificate of Incorporation and/or the Bylaws of the Company with respect to matters occurring on or prior to the date of termination of the Employee’s employment with the Company, subject to all the provisions of Delaware and Federal law and the Certificate of Incorporation and Bylaws of the Company then in effect. Such reasonable expenses, including attorneys’ fees, that may be covered by the Certificate of lncorporation and/or Bylaws of the Company shall be paid by the Company on a current basis in accordance with such provision, the Company’s Certificate of lncorporation and Delaware law. To the extent that any such payments by the Company pursuant to the Company’s Certificate of Incorporation and/or Bylaws may be subject to repayment by the Employee pursuant to the provisions of the Company’s Certificate of lncorporation or Bylaws, or pursuant to Delaware or Federal law, such repayment shall be due and payable by the Employee to the Company within three (3) months after the termination of all proceedings, if any, which relate to such repayment and to the Company’s affairs for the period prior to the date of termination of the Employee’s employment with the Company and as to which Employee has been covered by such applicable provisions. |
| 9. | Withholding. Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Employee or the Employee’s estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, the Company may accept other arrangements pursuant to which it is satisfied that such tax and other payroll obligations will be satisfied in a manner complying with applicable law or regulation. |
| 10. | Notices. Any notice required or permitted to be given under the terms of this Agreement shall be sufficient if sent by email and if sent postage prepaid by registered or certified mail, return receipt requested; by overnight delivery; by courier; or by confirmed telecopy, in the case of the Employee to the Employee ‘s last place of business or residence as shown on the records of the Company, or in the case of the Company to its principal office as set forth in the first paragraph of this Agreement, or at such other place as it may designate. |
| 11. | Waiver. Unless agreed in writing, the failure of either party, at any time, to require performance by the other of any provisions hereunder shall not affect its right thereafter to enforce the same, nor shall a waiver by either party of any breach of any provision hereof be taken or held to be a waiver of any other preceding or succeeding breach of any term or provision of this Agreement. No extension of time for the performance of any obligation or act shall be deemed to be an extension of time for the performance of any other obligation or act hereunder. |
| 12. | Completeness and Modification. This Agreement constitutes the entire understanding between the parties hereto superseding all prior and contemporaneous agreements or understandings among the parties hereto concerning the Employment Agreement. This Agreement may be amended, modified, superseded or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties or, in the case of a waiver, by the party to be charged. |
| 13. | Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute but one agreement. |
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| 14. | Binding Effect/Assignment. This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and assigns. This Agreement shall not be assignable by the Employee but shall be assignable by the Company in connection with the sale, transfer or other disposition of its business or to any of the Company’s affiliates controlled by or under common control with the Company. |
| 15. | Governing Law. This Agreement shall become valid when executed and accepted by Company. The parties agree that it shall be deemed made and entered into in the State of Delaware and shall be governed and construed under and in accordance with the laws of the State of Delaware. Anything in this Agreement to the contrary notwithstanding, the Employee shall conduct the Employee’s business in a lawful manner and faithfully comply with applicable laws or regulations of the state, city or other political subdivision in which the Employee is located. |
| 16. | Further Assurances. All parties hereto shall execute and deliver such other instruments and do such other acts as may be necessary to carry out the intent and purposes of this Agreement. |
| 17. | Headings. The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. |
| 18. | Survival. Any termination of this Agreement shall not, however, affect the ongoing provisions of this Agreement which shall survive such termination in accordance with their terms. |
| 19. | Severability. The invalidity or unenforceability, in whole or in part, of any covenant, promise or undertaking, or any section, subsection, paragraph, sentence, clause, phrase or word or of any provision of this Agreement shall not affect the validity or enforceability of the remaining portions thereof. |
| 20. | Enforcement. Should it become necessary for any party to institute legal action to enforce the terms and conditions of this Agreement, the successful party will be awarded reasonable attorneys’ fees at all trial and appellate levels, expenses and costs. |
| 21. | Venue. The Company and the Employee acknowledge and agree that Wilmington, Delaware shall be the venue and exclusive proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this Agreement and the parties further agree that, in the event of litigation arising out of or in connection with this Agreement in these courts, they will not contest or challenge the jurisdiction or venue of these courts. |
| 22. | Construction. This Agreement shall be construed within the fair meaning of each of its terms and not against the party drafting the document. |
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IN WITNESS WHEREOF, the parties have executed this Agreement as of date set forth in the first paragraph of this Agreement.
| THE COMPANY: | ||
| BONK, INC. | ||
| By: | ||
| THE EMPLOYEE: | ||
| By: | ||
| Mitchell Rudy | ||
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Exhibit 99.1
Bonk, Inc. Names Mitchell Rudy President To Drive Path To Profitability And Direct Business Incubation
SCOTTSDALE, AZ / ACCESS Newswire / April 29, 2026 / Bonk, Inc. (NASDAQ:BNKK) (“the Company”), a premier digital infrastructure company bridging traditional public markets and the decentralized economy, today announced the appointment of its founder, Mitchell Rudy (known professionally as Nom), as President. Rudy, who will continue to serve as a member of the Company’s Board of Directors, will lead the integration of high-growth digital asset strategies and direct business incubation into the Company’s core operations.
A Mandate for Profitability and Strategic Ownership As President, Rudy has established a clear three-pillar mandate to drive shareholder value:
| ● | Path to Profitability: Achieving consistent corporate profitability through the scaling of high-margin digital revenue streams. | |
| ● | Targeted Asset Accumulation: Increasing the Company’s relative ownership of the BONK digital asset toward a target metric of 5% of the total supply. | |
| ● | Direct Business Incubation: Launching new business lines directly out of BNKK to ensure maximum value capture for shareholders, moving beyond the Joint Venture model. |
Expanding the “Revenue Flywheel” and New Verticals Under Rudy’s leadership, the Company is aggressively diversifying its profile beyond consumer beverages. The Company is currently focusing on expanding its Real-World Asset (RWA) capabilities and preparing for a major push into prediction markets and social betting verticals.
“Taking on the role of President allows me to be significantly more active in our capital generation and long-term plans than was possible in a board role alone,” said Mitchell Rudy (Nom). “We are moving toward a diversified digital infrastructure powerhouse. This includes our existing partnership with dYdX for the BONK.trade platform and an aggressive focus on RWA and social betting verticals.”
Executive Commentary “Nom is the architect of our digital pivot,” said Jarrett Boon, CEO of Bonk, Inc.. “By moving him into the President’s office while retaining his seat on the Board, we are putting our most aggressive strategist at the helm of our most important projects. This ensures that our long-term vision is executed with precision and speed.”
Rudy added: “The disconnect between our market cap and our underlying asset value-specifically our $30 million interest in BONK.fun-is something we are going to fix through pure execution. By launching businesses directly under the BNKK ticker, we ensure that every dollar of value created stays with our shareholders.”
About Bonk, Inc. Bonk, Inc. (Nasdaq:BNKK) is a digital-infrastructure company bridging traditional public markets and the decentralized economy. Operating out of Scottsdale, AZ, the Company manages revenue-generating assets within the Solana ecosystem and operates a specialized beverage division.
Safe Harbor Statement
This press release contains forward-looking statements. Such statements are subject to risks and uncertainties, and actual results could differ materially. Factors include the performance of digital assets, operational success of the beverage division, and market volatility. The Company assumes no obligation to update forward-looking statements.