---
schema_version: "secwatch.filing_event.v1"
accession: "0001829126-25-007611"
form_type: "8-K"
ticker: "BINI"
cik: "0001499961"
company_name: "BOLLINGER INNOVATIONS, INC."
filed_at: "2025-09-23T23:59:59+00:00"
generated_at: "2026-05-17T05:52:40.423807+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Bollinger Innovations raises $4.1M via convertible notes with 15% interest; effects 1-for-250 reverse split

## Summary
- Entered securities purchase agreement for $4.1M convertible notes with 15% interest, 5% OID, 4-month maturity; includes 5-year warrants.
- Notes convertible at lower of fixed price or 95% of VWAP; anti-dilution adjustments; stockholder approval required if conversion exceeds 19.9% of outstanding.
- Company agrees to no other equity sales during 90-day restricted period after effectiveness or stockholder approval.
- Reverse stock split 1-for-250 effective Sept. 22, 2025, reducing outstanding shares from ~126M to ~506k; seeks Nasdaq $1 bid compliance.
- Company commits no further reverse split for three years; registration rights agreement requires filing within 10 days or penalties apply.

## SEC filing metadata
- accession: 0001829126-25-007611
- form_type: 8-K
- ticker: BINI
- cik: 0001499961
- company_name: BOLLINGER INNOVATIONS, INC.
- filed_at: 2025-09-23T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 5.03, 2.03, 3.02, 3.03, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1499961/000182912625007611/0001829126-25-007611-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1499961/000182912625007611/bollingerinnovations_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001829126-25-007611
- JSON: https://secwatch.observer/filing/0001829126-25-007611.json
- Plain text: https://secwatch.observer/filing/0001829126-25-007611.txt

## Key facts
- Debt Financings
  BOLLINGER INNOVATIONS, INC. incurred convertible notes of approximately $1.6 million at 15% per annum maturing four months from the date of issuance.
  - Instrument: convertible notes
  - Principal: approximately $1.6 million
  - Rate: 15% per annum
  - Maturity: four months from the date of issuance
  - Event: incurrence
  source text: The outstanding principal and accrued but unpaid interest on the Note in the principal amount of approximately $1.6 million dated September 4, 2025
  evidence_url: https://www.sec.gov/Archives/edgar/data/1499961/000182912625007611/0001829126-25-007611-index.htm
- Debt Financings
  BOLLINGER INNOVATIONS, INC. incurred convertible notes of approximately $368 thousand at 15% per annum maturing four months from the date of issuance.
  - Instrument: convertible notes
  - Principal: approximately $368 thousand
  - Rate: 15% per annum
  - Maturity: four months from the date of issuance
  - Event: incurrence
  source text: The outstanding principal and accrued but unpaid interest on the Note in the principal amount of approximately $368 thousand dated August 27, 2025
  evidence_url: https://www.sec.gov/Archives/edgar/data/1499961/000182912625007611/0001829126-25-007611-index.htm
- Debt Financings
  BOLLINGER INNOVATIONS, INC. incurred convertible notes of approximately $2.1 million at 15% per annum maturing four months from the date of issuance.
  - Instrument: convertible notes
  - Principal: approximately $2.1 million
  - Rate: 15% per annum
  - Maturity: four months from the date of issuance
  - Event: incurrence
  source text: The outstanding principal and accrued but unpaid interest on the Note in the principal amount of approximately $2.1 million dated September 18, 2025
  evidence_url: https://www.sec.gov/Archives/edgar/data/1499961/000182912625007611/0001829126-25-007611-index.htm
- Equity Issuances
  BOLLINGER INNOVATIONS, INC. issued convertible note to an investor for aggregate principal amount of approximately $4.1 million.
  - Security: convertible note
  - Purchaser: an investor
  - Consideration: aggregate principal amount of approximately $4.1 million
  source text: the investor agreed to purchase upon execution an aggregate principal amount of approximately $4.1 million (of which approximately $368 thousand was effectively purchased on August 27, 2025 and approximately $1.6 million was effectively purchased on September 4, 2025) of 5% Original Issue Discount Secured Notes (each, a " Note " and collectively, the " Notes ") convertible into shares of common stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1499961/000182912625007611/0001829126-25-007611-index.htm
- Governance Changes
  BOLLINGER INNOVATIONS, INC.: Certificate of Amendment filed to effect a 1-for-250 reverse stock split of Common Stock (effective 2025-09-22).
  - Change: charter amendment
  - Effective: 2025-09-22
  source text: On September 19, 2025, the Company filed a Certificate of Amendment (the “ Amendment ”) to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-two hundred fifty (1-for-250) reverse stock split (the “ Reverse Stock Split ”) of its Common Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1499961/000182912625007611/0001829126-25-007611-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.