Welcome to our dedicated page for BNB PLUS SEC filings (Ticker: BNBX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
BNB Plus Corp. filings document a Nasdaq-listed common stock issuer with recurring disclosures on capital structure, stockholder approvals, governance, registration statements, and listing compliance. Form 8-K reports cover matters such as stockholder votes on reverse stock split authority, warrant-related share issuance approvals, Nasdaq minimum-bid-price compliance notices, and board changes.
Proxy materials describe special meeting proposals, voting mechanics, authorized-share considerations, and board authority requested from stockholders. Securities Act registration statement amendments address securities offered from time to time, issuer classification, offering mechanics, and related disclosure controls for the company’s public capital structure.
BNB Plus Corp. received a determination from a Nasdaq Hearings Panel to delist its common stock from the Nasdaq Capital Market for failing to meet the $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(2). Trading on Nasdaq is scheduled to be suspended at the open on July 14, 2026.
The company plans to request a review of the delisting decision by the Nasdaq Listing and Hearing Review Council, citing a recently closed financing and developments in its ongoing strategic review. This request will not stay the suspension of trading.
BNB Plus expects its shares to begin trading on the OTCQB Venture Market under the symbol BNBX on or around July 14, 2026. The company states that OTCQB is a significantly more limited market, likely resulting in reduced liquidity and potential pressure on its share price, though its business operations and SEC reporting obligations are expected to continue unchanged.
BNB Plus Corp. filed an update describing an amendment to its Registration Rights Agreement originally dated May 26, 2026. On June 29, 2026, the company and purchasers holding at least 50.1% of the registrable securities agreed to extend the agreement’s Filing Date to 30 calendar days after the Final Closing Date, provided that the Final Closing Date occurs on or before July 17, 2026. The amendment, dated June 23, 2026, is filed as Exhibit 10.1 and is incorporated by reference.
BNB Plus Corp. entered into additional inducement agreements and unregistered equity transactions tied to its prior financing, resulting in total expected gross proceeds of $4.3 million from preferred stock and warrant issuances. Closings on June 23–24, 2026 brought in $1.54 million from three exchanging holders.
Two further inducement agreements signed on June 10, 2026 are expected to close on or before July 1, 2026, adding about $0.22 million. Across the SPA and five inducement agreements, the company will issue millions of shares of Series B-1 and Series B-2 Preferred Stock and related warrants, which are convertible into up to 7,902,217 shares of common stock under specified terms.
Comstock MultiChain Fund, L.P. and related parties have amended their Schedule 13D on BNB Plus Corp to reflect a restructuring of their position into convertible preferred stock and warrants, reporting beneficial ownership of 1,178,402 shares of Common Stock, or 9.9% of the class on an as-converted basis.
Comstock exercised 195,784 Series E warrants at an exercise price of $3.82 per share and exchanged pre-funded warrants from the 2025 PIPE for new Series B-1 Preferred Stock, Series B-2 Preferred Stock, and pre-funded preferred stock purchase warrants, all generally convertible or exercisable on a one-for-one basis into Common Stock, subject to a 9.99% beneficial ownership cap.
An affiliate of the reporting persons has been engaged by BNB Plus Corp’s board to conduct a strategic review of the company’s biotech and digital asset treasury businesses, which may lead to potential restructurings, combinations, partnerships, investments or other strategic transactions, while the reporting persons continue to review and may adjust their investment over time.
BNB Plus Corp. received a significant investment from KGPLA Holdings LLC and Michael Komaransky, who together report beneficial ownership of 1,798,500 shares of common stock, representing 19.9% of the class. The stake comes primarily from Series B-1 Convertible Preferred Stock, which is convertible into common shares but subject to a 19.99% beneficial ownership limitation. KGPLA purchased 2,380,953 shares of Series B-1 Preferred Stock and matching Series F Common Stock Purchase Warrants for $2.5 million in cash at an offering price of $1.05 per preferred share, with warrants exercisable at $0.76 per common share. The Series B-1 Preferred Stock carries an 8% annual dividend on its liquidation preference and includes senior liquidation rights, board voting rights on an as-converted basis, and extensive protective provisions that require majority Series B-1 approval—currently held by KGPLA—for key corporate actions.
KGPLA Holdings LLC, a more than 10% owner of BNB PLUS CORP., reports existing derivative positions rather than new trades. The firm holds Series F Warrants and Series B-1 Convertible Preferred Stock, each initially tied to 2,380,953 shares of common stock.
The Series F Warrants have an exercise price of $0.76 per share and expire on May 28, 2029. The Series B-1 Convertible Preferred Stock has no expiration date and is convertible solely at KGPLA’s option, with a 19.99% beneficial ownership limitation and an initial one-for-one conversion ratio, subject to customary anti-dilution adjustments.
BNB Plus Corp. filed an amendment describing completed and updated financing transactions. The company closed a Securities Purchase Agreement on May 28, 2026, selling 2,380,953 shares of Series B-1 Preferred Stock and issuing Common Warrants for 2,380,953 common shares at $1.05 per share, for gross proceeds of $2.5 million.
The amendment also notes a new Inducement Agreement entered on May 31, 2026 tied to Series E Warrant exercises of about $0.22 million, and updates that initial closings under the Inducement Agreements are expected to generate approximately $1.72 million in aggregate gross proceeds on or before June 9, 2026. These securities were issued in private placements relying on exemptions from SEC registration.
BNB Plus Corp. is raising up to $5 million through a private placement and warrant inducement transaction using two new series of convertible preferred stock. An initial Securities Purchase Agreement covers $2.5 million, with total commitments targeted at $5.0 million from new and existing investors.
The first $2.3 million of proceeds will fund a strategic review of biotechnology assets and general corporate purposes, with remaining proceeds contributed to digital-asset-focused subsidiaries. Series B-1 carries an 8% dividend, a 1.5x liquidation preference and is priced at $1.05 per share, while Series B-2 carries a 6% dividend at $0.38 per share. Investors in Series B-1 also receive three-year common stock warrants at $0.76. The company expects, with anticipated proceeds, to hold over $16 in cash and digital assets and will undertake a comprehensive strategic review led by outside advisors.
BNB Plus Corp. reported a sharp increase in losses as it pivoted to a digital asset treasury strategy centered on BNB tokens. For the quarter ended March 31, 2026, revenue rose to $1.0 million, mainly from therapeutic DNA production, but operating expenses reached $7.6 million, including restructuring costs and large consulting and advisory fees tied to its crypto strategy.
The company booked sizeable non‑cash losses from fair value changes in digital assets and its OBNB trust investment, driving a quarterly net loss attributable to common stockholders of $6.7 million and a six‑month loss of $25.3 million. Despite cash of $0.9 million, it holds additional digital assets and trust units and expects current resources and liquid crypto to fund operations for the next twelve months. Subsequent to quarter‑end, BNB Plus received a Nasdaq notice for failing the $1.00 minimum bid price, with its listing status under review.
BNB PLUS CORP. amendment reports that L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 539,892 shares of common stock, representing 8.7% of the class based on 5,667,469 shares outstanding as of March 24, 2026. The amendment references a prior filing covering 1,021,000 shares purchased on May 28, 2024 and discloses warrants exercisable into 535,726 Series A shares and 4,166 Series C shares (the Series C warrants are subject to a 9.99% beneficial ownership limitation). The filing is signed by Director David Feldman and notes voting and dispositive power over the reported 539,892 shares.