BNB Plus Corp (BNBX) posts $29,950,919 loss amid aggressive digital asset pivot
BNB Plus Corp. reports that for the quarter ended June 30, 2026, it is operating as a digital asset treasury company, using BNB cryptocurrency as its primary reserve asset while continuing smaller-scale therapeutic DNA production activities. Total assets rose to $14,964,985 from $4,437,441 at September 30, 2025, driven by digital assets, a $4,526,280 investment in an OBNB digital asset trust, and recent equity financings. Revenue for the nine months reached $2,194,811, mainly from large-scale DNA production, but the company recorded a nine-month net loss of $29,950,919, including sizeable fair value losses on BNB and the OBNB trust plus warrant-related expenses and high selling, general and administrative costs.
Net cash used in operating activities from continuing operations was $8,577,673, while financing activities provided $12,907,885, reflecting private placements of Series B-1 and B-2 convertible preferred stock and warrants, exercises of existing warrants, and ATM share sales. Cash and cash equivalents were $3,761,482 at June 30, 2026, and management states that existing cash, plus liquid cryptocurrency, are expected to fund operations for at least twelve months. On the capital markets side, BNB Plus common stock was delisted from Nasdaq in July 2026 for not meeting the minimum bid price and now trades on the OTCQB Venture Market under the symbol BNBX.
Positive
- Nine-month revenues increased to $2,194,811 from $1,937,506 year over year, with growth led by $2,001,181 from Large Scale DNA Production, indicating traction in the therapeutic DNA production business alongside the digital asset strategy.
- The company strengthened its balance sheet, lifting total assets to $14,964,985 and generating $12,907,885 of net cash from financing activities, and states that cash plus liquid crypto assets are expected to fund operations for the next twelve months.
Negative
- BNB Plus posted a substantial nine-month net loss of $29,950,919 (vs. $9,988,942 a year earlier), driven by high operating expenses and large fair value losses on digital assets and the OBNB trust.
- Fair value losses on digital holdings were significant, including a $4,321,591 loss on BNB and a $6,908,440 loss on the OBNB Trust Units, underscoring earnings volatility tied to cryptocurrency prices.
- The company was delisted from Nasdaq in July 2026 for failing to maintain the $1.00 minimum bid price and now trades on OTCQB, which can reduce liquidity and visibility for shareholders.
- Customer concentration is high: one customer accounted for 93% of revenue in the June 2026 quarter and 83% for the nine months, increasing exposure to any change in that relationship.
- Despite fresh capital raises, BNB Plus has an accumulated deficit of $409,182,241 and used $8,577,673 of cash in operating activities over nine months, highlighting ongoing dependence on external financing.
Key Figures
Key Terms
Digital Asset Treasury financial
Pre-Funded Warrants financial
Series B-1 Convertible Preferred Stock financial
covered call option financial
Level 3 inputs financial
At The Market Offering Agreement financial
FAQ
How much revenue did BNB Plus Corp (BNBX) generate in the June 30, 2026 quarter and year-to-date?
What was BNB Plus Corp’s (BNBX) net loss for the nine months ended June 30, 2026?
What digital asset positions does BNB Plus Corp (BNBX) report as of June 30, 2026?
How is BNB Plus Corp (BNBX) funding operations and what is its liquidity outlook?
What happened with BNB Plus Corp’s (BNBX) Nasdaq listing?
What preferred stock and warrant financings did BNB Plus Corp (BNBX) complete in 2025–2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading | | Name of each exchange on which |
| | The OTCQB Venture Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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On August 12, 2026, the registrant had
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BNB Plus Corp. and Subsidiaries
Form 10-Q for the Quarter Ended June 30, 2026
Table of Contents
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PART I - FINANCIAL INFORMATION | | |
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Item 1 - Condensed Consolidated Financial Statements (unaudited) | | 1 |
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Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 33 |
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Item 3 - Quantitative and Qualitative Disclosures About Market Risk | | 43 |
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Item 4 - Controls and Procedures | | 44 |
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PART II - OTHER INFORMATION | | |
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Item 1A – Risk Factors | | 45 |
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Item 6 – Exhibits | | 50 |
Table of Contents
Part I - Financial Information
Item 1 - Financial Statements
BNB PLUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | | |
| | June 30, | | September 30, | | ||
| | 2026 | | 2025 | | ||
ASSETS | | (unaudited) | | | | | |
Current assets: | | | |
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Cash and cash equivalents | | $ | | | $ | | |
Accounts receivable, net of allowance for credit losses of $ | | | | |
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Inventories | | | | |
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Prepaid expenses and other current assets (related party amounts of $ | | | | |
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Current assets of discontinued operations | | | - | | | | |
Total current assets | | | | |
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Property and equipment, net | | | | |
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Other assets: | | | | |
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Restricted cash | | | — | | | | |
Security deposit | | | — | | | | |
Digital assets | | | | | | — | |
Digital asset receivable -from custodian | | | | | | — | |
Investment in digital asset trust | | | | | | — | |
Operating right of use asset | | | — | | | | |
Deferred offering costs | | | | |
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Total assets | | $ | | | $ | | |
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LIABILITIES, TEMPORARY EQUITY AND EQUITY | | | | |
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Current liabilities: | | | | |
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Accounts payable and accrued liabilities (related party amounts of $ | | $ | | | $ | | |
Operating lease liability, current | | | — | | | | |
Deferred revenue | | | | |
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Total current liabilities | | | | |
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Long term accrued liabilities | | | | |
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Warrants classified as a liability | | | | | | | |
Total liabilities | | | | |
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Commitments and contingencies (Note G) | | | | |
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Temporary equity | | | | | | | |
Series B-1 Convertible Preferred Stock, par value $ | | | | | | — | |
Series B-2 Convertible Preferred Stock, par value $ | | | | | | — | |
Total temporary equity | | | | |
| — | |
| | | | | | | |
BNB Plus Corps. stockholders’ equity: | | | | |
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Common stock, par value $ | | | | |
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Additional paid in capital | | | | |
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Accumulated deficit | | | ( | |
| ( | |
BNB Plus Corp. stockholders’ equity | | | | |
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Noncontrolling interest | | | ( | | | ( | |
Total equity | | | | |
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| | | | |
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Total liabilities and equity | | $ | | | $ | | |
See the accompanying notes to the unaudited condensed consolidated financial statements.
1
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BNB PLUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Nine Months Ended June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Revenues | | | | | | | | | |
| | |
Product revenues | | $ | | | $ | | | $ | | | $ | |
Service revenues | | | | | | | | | | | | |
Total revenues | | | | | | | | | | | | |
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Cost of product revenues | | | | | | | | | | | | |
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Gross profit | | | | | | | | | | | | |
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Operating expenses: | | | | |
| | | | | |
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Selling, general and administrative | | | | | | | | | | | | |
Realized gain on derivative written call options | | | ( | | | — | | | ( | | | — |
Loss from change in fair value of digital assets | | | | | | — | | | | | | — |
Loss from fair value measurement of investment in digital asset trust | | | | | | — | | | | | | — |
Research and development | | | | | | | | | | | | |
Total operating expenses | | | | |
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LOSS FROM OPERATIONS | | | ( | | | ( | | | ( | | | ( |
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Other (expense) income: | | | | | | | | | | |
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Interest income | | | | | | | | | | | | |
Warrant inducement expense | | | ( | | | — | | | ( | | | — |
Unrealized gain on change in fair value of warrants classified as a liability | | | — | | | | | | | | | |
Other (expense) income, net | | | — | | | ( | | | | | | ( |
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| | | | | |
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Loss before provision for income taxes | | | ( | | | ( | | | ( | | | ( |
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Income tax provision benefit | | | — | | | — | | | — | | | — |
| | | | | | | | | | | | |
Net loss from continuing operations | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Net loss from discontinued operations, net of tax | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | |
NET LOSS | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Less: Net (income) loss attributable to noncontrolling interest | | | ( | | | | | | | | | |
NET LOSS attributable to BNB Plus Corp. | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Deemed dividend related to warrant modifications | | | ( | | | ( | | | ( | | | ( |
Cumulative dividends on Series B-1 and B-2 preferred stock | | | ( | | | — | | | ( | | | — |
NET LOSS attributable to common stockholders | | | ( | | $ | ( | | | ( | | $ | ( |
| | | | | | | | | | | | |
Net loss per share attributable to common stockholders-basic and diluted from continuing operations | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Net loss per share attributable to common stockholders-basic and diluted from discontinued operations | | $ | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | |
Net loss per share attributable to common stockholders-basic and diluted | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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| | | | | |
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Weighted average shares outstanding-basic and diluted | |
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| | |
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See the accompanying notes to the unaudited condensed consolidated financial statements.
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BNB PLUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | |
| | Nine-Month Period ended June 30, 2025 | |||||||||||||||
| | | | Common | | Additional | | | | | | | |||||
| | Common | | Stock | | Paid in | | Accumulated | | Noncontrolling | | | |||||
| | Shares | | Amount | | Capital | | Deficit | | Interest | | Total | |||||
Balance, October 1, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Exercise of warrants | | | | | | | | | | | — | | | — | | | |
Stock based compensation expense | | — | | | — | | | | | | — | | | — | | | |
Deemed dividend - warrant repricing | | — | | | — | | | | | | ( | | | — | | | — |
Common stock and pre-funded warrants issued in registered direct offering, net of offering costs | | | | | | | | | | | — | | | — | | | |
Exercise of warrants, cashlessly | | | | | | | | ( | | | — | | | — | | | — |
Net loss | | — | | | — | | | — | | | ( | | | ( | | | ( |
Balance, December 31, 2024 | | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Exercise of warrants | | | | | | | | | | | — | | | — | | | |
Exercise of warrants, cashlessly | | | | | | | | ( | | | — | | | — | | | — |
Deemed dividend - warrant repricing | | — | | | — | | | | | | ( | | | — | | | — |
Adjustment for reverse split | | | | | | | | ( | | | — | | | — | | | — |
Stock based compensation expense | | — | | | — | | | | | | — | | | — | | | |
Net loss | | — | | | — | | | — | | | ( | | | ( | | | ( |
Balance March 31, 2025 | | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Exercise of warrants | | | | | | | | | | | — | | | — | | | |
Exercise of warrants, cashlessly | | | | | | | | ( | | | — | | | — | | | — |
Stock based compensation expense | | — | | | — | | | | | | — | | | — | | | |
Deemed dividend - warrant repricing | | — | | | — | | | | | | ( | | | — | | | — |
Adjustment for reverse split | | | | | | | | ( | | | — | | | — | | | — |
Net loss | | — | | | — | | | — | | | ( | | | ( | | | ( |
Balance, June 30, 2025 | | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
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| | | | | | | | | | | | | | | | | |
| | Nine-Month Period ended June 30, 2026 | |||||||||||||||
| | | | | | | | | | | | | | | | | |
| | | | Common | | Additional | | | | | | | |||||
| | Common | | Stock | | Paid in | | Accumulated | | Noncontrolling | | | |||||
| | Shares | | Amount | | Capital | | Deficit | | Interest | | Total | |||||
Balance, October 1, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Exercise of warrants | | | | | | | | | | | — | | | — | | | |
Exercise of warrants, cashlessly | | | | | | | | ( | | | — | | | — | | | — |
Stock based compensation expense | | — | | | — | | | | | | — | | | — | | | |
Common stock and pre-funded warrants issued in PIPE, net of offering cost | | | | | | | | | | | — | | | — | | | |
Issuance of warrants to consultants | | — | | | — | | | | | | — | | | — | | | |
Common stock issued on ATM, net of offering costs | | | | | | | | | | | — | | | — | | | |
Deemed dividend - warrant repricing | | — | | | — | | | | | | ( | | | — | | | — |
Net loss | | — | | | — | | | — | | | ( | | | ( | | | ( |
Balance December 31, 2025 | | | | | | | | | | | ( | | | ( | | | |
Exercise of warrants, cashlessly | | | | | | | | ( | | | — | | | — | | | — |
Stock based compensation expense | | — | | | — | | | | | | — | | | — | | | |
Shares issued upon restricted stock vesting | | | | | | | | ( | | | — | | | — | | | — |
Net loss | | — | | | — | | | — | | | ( | | | | | | ( |
Balance, March 31, 2026 | | | | | | | | | | | ( | | | ( | | | |
Exercise of warrants, cashlessly | | | | | | | | ( | | | — | | | — | | | — |
Dividend paid on Series B-1 and B-2 convertible preferred stock | | — | | | — | | | ( | | | — | | | — | | | ( |
Stock based compensation expense | | — | | | — | | | | | | — | | | — | | | |
Common stock retired in May 2026 PIPE | | ( | | | ( | | | | | | — | | | — | | | |
Warrants issued in May 2026 PIPE | | — | | | — | | | | | | | | | | | | |
ATM draw down, net of offering costs | | | | | | | | | | | — | | | — | | | |
Deemed dividend - warrant repricing | | — | | | — | | | | | | ( | | | — | | | — |
Net Loss | | — | | | — | | | — | | | ( | | | | | | ( |
Balance June 30, 2026 | | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
See the accompanying notes to the unaudited condensed consolidated financial statements.
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BNB PLUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | |
| | Nine Months Ended June 30, | ||||
| | 2026 | | 2025 | ||
Cash flows from operating activities: |
| | |
| | |
Net loss | | $ | ( | | $ | ( |
Net loss from discontinued operations | |
| — | | | ( |
Net loss from continuing operations | | $ | ( | | $ | ( |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities from continuing operations: | | | | | | |
Depreciation and amortization | | | | |
| |
Loss on write-off of property and equipment | | | — | | | |
Pre-funded warrants issued in May 2026 PIPE | | | | | | — |
Warrant inducement expense | | | | | | — |
Unrealized gain on change in fair value of warrants classified as a liability | | | ( | | | ( |
Loss from change in fair value of digital assets | | | | | | — |
Loss from fair value measurement of investment in digital asset trust | | | | | | — |
USDC earned for covered call options | | | ( | | | — |
Digital assets earned | | | ( | | | — |
Warrants issued to consultants | | | | | | — |
Stock-based compensation | |
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Bad debt expense | | | — | | | |
Change in operating assets and liabilities: | |
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| |
Accounts receivable | |
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Inventories | | | | | | |
Prepaid expenses, other current assets and deposits | | | ( | | | |
Accounts payable and accrued liabilities | | | ( | | | ( |
Deferred revenue | |
| ( | |
| |
Net cash used in operating activities from continuing operations | |
| ( | |
| ( |
| | | | | | |
Cash flows from investing activities: | | | | | | |
Purchase of digital assets | | | ( | | | — |
Purchase of property and equipment | |
| — | | | ( |
Net cash used in investing activities from continuing operations | |
| ( | | | ( |
| | | | | | |
Cash flows from financing activities: | |
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| |
Net proceeds from exercise of warrants | | | | | | |
Capitalized offering costs | | | ( | | | — |
Net proceeds from common stock sold on ATM | | | | | | — |
Net proceeds from issuance of Convertible preferred stock and pre-funded warrants | | | | | | |
Net proceeds from issuance of common stock and pre-funded warrants | | | | | | |
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Net cash provided by financing activities from continuing operations | |
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| | | | | | |
CASH FLOWS FROM DISCONTINUED OPERATIONS | |
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Cash provided by operating activities | | | | | | ( |
Cash provided by investing activities | | | | | | |
Net provided by discontinued operations | |
| | |
| ( |
Net increase (decrease) in cash, cash equivalents and restricted cash | | | | | | ( |
Cash, cash equivalents and restricted cash at beginning of period | |
| | |
| |
Cash, cash equivalents and restricted cash at end of period | | $ | | | $ | |
Less: cash and cash equivalents of discontinued operations | | $ | — | | $ | ( |
Cash, cash equivalents and restricted cash of continuing operations at end of period | | $ | | | $ | |
Supplemental Disclosures of Cash Flow Information: | |
| | |
| |
Cash paid during period for interest | | $ | — | | $ | — |
Cash paid during period for income taxes | | $ | — | | $ | — |
Non-cash investing and financing activities: | | | | | | |
Deemed dividend warrant modifications | | $ | | | $ | |
Deferred offering costs reclassified to additional paid in capital | | $ | | | $ | — |
Reclassification of digital assets to receivable | | $ | | | $ | — |
OBNB Trust Units received in private placement | | $ | | | $ | — |
USDC received in private placement | | $ | | | $ | — |
Shares issued upon restricted stock vesting | | $ | | | $ | |
Purchase of BNB tokens with USDC | | $ | ( | | $ | — |
Dividends included in accounts payable | | $ | ( | | $ | — |
Warrants exercised, cashlessly | | $ | | | $ | |
See the accompanying notes to the unaudited condensed consolidated financial statements.
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE A — NATURE OF THE BUSINESS
BNB Plus Corp. (formerly Applied DNA Sciences, Inc.) (the “Company”) is a digital asset treasury company that has adopted BNB, the native cryptocurrency of the Binance blockchain ecosystem as its primary reserve asset. By using proceeds from financings, as well as potential cashflow from the Company’s operations, the Company seeks to strategically accumulate BNB and utilize the accumulated BNB as a productive treasury asset to produce yield via Binance native and other decentralized (“DEFi”) finance opportunities (“BNB Strategy”). The Company’s digital asset, as well as its investment in digital asset trust, comprises the Company’s digital asset treasury, or “DAT”.
In addition, via the Company’s LineaRx, Inc. subsidiary (“LineaRx”), it is commercializing proprietary nucleic acid production solutions for the biopharmaceutical and diagnostics markets. The Company’s nucleic acid production solutions enable cell-free manufacturing of deoxyribonucleic acid (“DNA”) and ribonucleic acid (“RNA”), which are essential components for a new generation of advanced biotherapeutics, such as gene therapies, adoptive cell therapies, messenger RNA therapeutics and DNA vaccines, as well as diagnostic applications.
Historically, the Company has operated in
On September 16, 2002, the Company was incorporated under the laws of the State of Nevada. Effective December 2008, the Company reincorporated from the State of Nevada to the State of Delaware.
Company Restructuring and Stock Splits
On October 6, 2025, the Company’s Board of Directors authorized, and its officers implemented, a restructuring plan pursuant to which the Company reduced overall operating expenses to focus resources on its BNB Strategy. The restructuring plan included a reduction of the Company’s workforce by sixteen (
On March 13, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of its Certificate of Incorporation that effected a one-for-fifty (1:50) reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on March 14, 2025 (the “March 2025 Reverse Split”). In addition, on June 1, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of its Certificate of Incorporation that effected a one-for-fifteen (1:15) reverse stock split of its common stock effective at 12:01 a.m. Eastern Time on June 2, 2025 (the “June 2025 Reverse Split”) (collectively the “2025 Reverse Splits”).
All warrant, option, share, and per share information in these financial statements gives retroactive effect to the 2025 Reverse Splits.
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES
Interim Financial Statements
The accompanying condensed consolidated financial statements as of June 30, 2026, and for the three and nine-months ended June 30, 2026 and 2025, are unaudited. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and are presented in accordance with the requirements of Regulation S-X of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Interim Financial Statements continued
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2026. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the fiscal year ended September 30, 2025 and footnotes thereto included in the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission (“SEC”) on December 22, 2025. The condensed consolidated balance sheet as of September 30, 2025 contained herein has been derived from the audited consolidated financial statements as of September 30, 2025 but does not include all disclosures required by GAAP.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, APDN (B.V.I.) Inc., Applied DNA Sciences India Private Limited (which currently has no operations), Applied DNA Clinical Labs, LLC (“ADCL”) (see Discontinued Operations below), Spindle Biotech, Inc., Applied DNA Sciences Europe Limited (which currently has no operations) and its majority-owned subsidiary, LineaRx, Inc. (“LRx”). Significant inter-company transactions and balances have been eliminated in consolidation.
On October 19, 2025, the Company formed Build & Build, LLC, a Delaware limited liability company and a
On November 26, 2025, the Company formed BNBX Ltd., a British Virgin Islands business company and a
Liquidity and Management’s Plan
The Company has recurring net losses, which have resulted in an accumulated deficit of $
The Company’s current capital resources include cash and cash equivalents, cryptocurrency assets and investments. Historically, the Company has financed its operations principally from the sale of equity and equity-linked securities.
As discussed in Note G, during October 2025, the Company closed the October 2025 Private Placement of its common stock and/or pre-funded warrants, Series E-1 Warrants, and Series E-2 Warrants. Upon the closing of the October 2025 Private Placement, the Company received $
During May and June 2026, the Company closed the May 2026 Private Placement of its Series B-1 and Series B-2 Preferred Stock, Series B-2 Prefunded Warrants, and Series F Warrants. Upon closing the May 2026 Private Placement, the Company received $
During the nine months ended June 30, 2026, the Company received proceeds from warrants exercised of approximately $
The Company estimates that it will have sufficient cash and cash equivalents, as well as liquid cryptocurrency to fund operations for the next twelve months from the date of filing these financial statements. Our DAT is considered a longer-term investment and we do not believe we will need to sell our DAT within the next twelve months to meet our working capital requirements, although we may from time to time sell or engage in other transactions with respect to our digital asset treasury as part of our treasury management operations.
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Discontinued Operations
The condensed consolidated financial statements separately report discontinued operations and the results of continuing operations (see Note K). All footnotes exclude discontinued operations unless otherwise noted.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates include revenue recognition, fair value of preferred stock upon issuance and the fair value of the warrants recorded as liabilities, the recoverability of long-lived assets, including the values assigned to intangible assets, contingencies, and management’s anticipated liquidity. Management reviews its estimates on a regular basis and the effects of any material revisions are reflected in the condensed consolidated financial statements in the period they are deemed necessary. Accordingly, actual results could differ from those estimates.
Revenue Recognition
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”), Revenue Recognition (“ASC 606” or “Topic 606”).
The Company measures revenue at the amounts that reflect the consideration to which it is expected to be entitled in exchange for transferring control of goods and services to customers. The Company recognizes revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. The Company’s contracts with customers may include multiple performance obligations (e.g., DNA products, maintenance, authentication services, research and development services, etc.). For such arrangements, the Company allocates revenues to each performance obligation based on their relative standalone selling price.
Due to the short-term nature of the Company’s current contracts with customers, it has elected to apply the practical expedients under Topic 606 to: (1) expense as incurred, incremental costs of obtaining a contract and (2) not adjust the consideration for the effects of a significant financing component for contracts with an original expected duration of one year or less.
Product Revenues
The Company’s DNA product revenues are accounted for/recognized in accordance with contracts with customers. The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. These performance obligations are satisfied at the point in time the Company transfers control of the goods to the customer, which in nearly all cases is when title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The Company invoices customers upon shipment, and its collection terms range, on average, from
Authentication Services
The Company recognizes revenue for authentication services upon satisfying its promises to provide services to customers under the terms of its contracts. These performance obligations are satisfied at the point in time the Company services are complete, which in nearly all cases is when the authentication report is released to the customer.
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Revenue Recognition continued
Research and Development Services
The Company’s revenues from its research and development contracts are accounted for/recognized when the performance obligations per the contract are satisfied. These performance obligations are satisfied at the point in time, either when the Company’s services are complete, or when the Company transfers control of the goods to the customer, which in nearly all cases is when title to and risk of loss of the goods transfer to the customer, or when a report is released to a customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The Company invoices customers upon shipment, or completion of the services and its collection terms range, on average, from
Disaggregation of Revenue
The following table presents revenues disaggregated by our business operations and timing of revenue recognition:
| | | | | | |
| | Three Months Ended: | ||||
| | June 30, | | June 30, | ||
| | 2026 | | 2025 | ||
Research and development services (point-in-time) | | $ | | | $ | |
Product and authentication services (point-in-time): | |
| | |
| |
Supply chain | |
| | |
| |
Large Scale DNA Production | | | | | | |
Total | | $ | | | $ | |
The following table presents revenues disaggregated by our business operations and timing of revenue recognition:
| | | | | | |
| | Nine Month Period Ended: | ||||
| | June 30, | | June 30, | ||
| | 2026 | | 2025 | ||
Research and development services (point-in-time) | | $ | | | $ | |
Product and authentication services (point-in-time): | | | | | | |
Supply chain | |
| | |
| |
Large Scale DNA Production | |
| | |
| |
Total | | $ | | | $ | |
Contract balances
As of June 30, 2026, the Company has entered into contracts with customers for which revenue has not yet been recognized. Consideration received from a customer prior to revenue recognition is recorded to a contract liability and is recognized as revenue when the Company satisfies the related performance obligations under the terms of the contract. The deferred revenue as of June 30, 2026 consists of authentication services under a contract where consideration has been received and the services have not been fully performed. The Company’s contract liabilities, which are reported as deferred revenue on the condensed consolidated balance sheet as of June 30, 2025, consisted almost entirely of research and development contracts where consideration has been received and the development services had not yet been performed, as well as authentication services under contracts where consideration had been received and the services had not been fully performed.
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Revenue Recognition continued
The opening and closing balances of the Company’s contract liability balances are as follows:
| | | | | | | | | | | |
| | | | October 1, | | June 30, | | $ | |||
| | Balance sheet classification | | 2025 | | 2026 | | change | |||
Contract liabilities | | Deferred revenue | | $ | | | $ | | | $ | |
| | | | | | | | | | | |
| | | | October 1, | | September 30, | | $ | |||
| | Balance sheet classification | | 2024 | | 2025 | | change | |||
Contract liabilities |
| Deferred revenue | | $ | | | $ | | | $ | |
For the three and nine months ended June 30, 2026, the Company recognized $
The opening and closing balances of the Company’s contract asset balances are as follows:
| | | | | | | | | | | |
| | | | October 1, | | June 30, | | $ | |||
| | Balance sheet classification | | 2025 | | 2026 | | change | |||
Contract assets | | Accounts receivable | | $ | | | $ | | | $ | ( |
| | | | | | | | | | | |
| | | | October 1, | | September 30, | | $ | |||
| | Balance sheet classification | | 2024 | | 2025 | | change | |||
Contract assets |
| Accounts receivable | | $ | | | $ | | | $ | ( |
Cash, Cash Equivalents, and Restricted Cash
For the purpose of the accompanying condensed consolidated financial statements, all highly liquid investments with a maturity of three months or less from when purchased are considered to be cash equivalents. The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the statement of cash flows.
| | | | | | |
| | June 30, | | September 30, | ||
| | 2026 | | 2025 | ||
Cash and cash equivalents | | $ | | | $ | |
Restricted cash | |
| — | |
| |
Total cash, cash equivalents and restricted cash | | $ | | | $ | |
Inventories
Inventories, which consist primarily of raw materials, work in progress and finished goods, are stated at the lower of cost or net realizable value, with cost determined by using the first-in, first-out (FIFO) method.
Net Loss Per Share
The Company presents net loss per share utilizing a dual presentation of basic and diluted loss per share. Basic loss per share includes no dilution and has been calculated based upon the weighted average number of common shares outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon the exercise of the Company’s stock options, restricted stock units and warrants.
As disclosed in Note G below, as part of the October 2025 Private Placement, the Company issued pre-funded warrants to purchase shares of common stock at an exercise price of $
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Net Loss Per Share continued
The Company's Series B-1 and B-2 Preferred Stock are considered a participating security under ASC 260; however, because the Series B-1 and B-2 Preferred Stock has no contractual obligation to participate in the Company's losses, no portion of the Company's net loss for the three and nine months ended June 30, 2026 was allocated to the Series B-1 Preferred Stock under the two-class method. In computing net loss available to common stockholders, the Company deducted cumulative dividends on the Series B-1 and Series B-2 Preferred Stock of $
The following table presents the calculation of weighted-average shares used in computing basic and diluted net loss per share for the indicated periods ended June 30, 2026:
| | | | |
| | June 30, 2026 | ||
| | Three-months | | Nine-months |
Weighted average common shares outstanding | | | | |
Add: Weighted average pre-funded warrants |
| |
| |
Weighted average shares used in computing basic and diluted net loss per share |
| |
| |
Securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been anti-dilutive for the three and nine months ended June 30, 2026 and 2025 are as follows:
| | | | |
| | June 30, | ||
| | 2026 | | 2025 |
Series B-1 Preferred Stock | | | | — |
Series B-2 Preferred Stock | | | | — |
Warrants | | | | |
Stock options | | |
| |
Total | | |
| |
Digital Assets
In December 2023, the FASB issued ASU 2023-08, Digital Assets, which provides guidance on the recognition, measurement, presentation, and disclosure of digital assets through the creation of ASC 350-60 – Intangibles – Goodwill and Other – Crypto Assets. ASU 2023-08 became effective for all entities for fiscal years beginning after December 15, 2024. The Company accounts for its digital assets, including BNB tokens, in accordance with ASC 350 – Intangibles – Goodwill and Other. The Company has determined its digital assets meet the scoping criteria of ASC 350-60, which requires eligible crypto assets to be measured at fair value, with changes in fair value recognized in net income. Fair value is determined in accordance with ASC 820 – Fair Value Measurement, using quoted prices in active markets. The Company has designated a principal market based on the market that the Company has access to and has the greatest volume and level of activity of BNB for determining the fair value of BNB tokens.
The Company deposits certain digital assets with third-party exchanges to facilitate trading activities. Assets held on these exchanges are maintained in accounts under the Company’s exclusive control. The Company also transfers certain BNB tokens to third-party custodians in connection with written call option arrangements. Under these arrangements, legal title to the transferred tokens passes to the custodian, who retains rehypothecation rights over the tokens. As the Company does not retain control over these transferred tokens, such tokens are derecognized from the Company’s digital assets balance upon transfer. The Company records a receivable representing its contractual right to receive equivalent BNB tokens upon expiration of the underlying call option. The receivable is measured at the fair value of the underlying BNB tokens at each reporting date, with changes in fair value recognized in net loss consistent with the Company’s digital asset fair value policy.
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Digital Assets continued
The activity from remeasurement of digital assets at fair value is reflected in the condensed consolidated statements of operations within loss from change in fair value of digital assets. Remeasurement of the BNB receivable from custodians is similarly reflected within loss
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
from change in fair value of digital assets as an unrealized gain/loss. Realized gains and losses from the derecognition of digital assets, including transfers to custodians that meet the criteria for derecognition, are included in the realized loss from change in fair value of digital assets (see Note D). Although the Company has not disposed of any digital assets during the reporting period, other than transfers to custodians in connection with written call option arrangements, as described above, in the event there are disposals in the future, the Company will use the specific identification method to calculate the realized gains/losses on digital assets.
Sales and purchases of digital assets are reflected as cash flows from investing activities in the condensed consolidated statements of cash flows.
The digital asset receivable balance is evaluated for credit losses in accordance with ASC 326, Financial Instruments – Credit Losses. The allowance for credit losses on digital asset receivables under the current expected credit loss (“CECL”) model is determined by utilizing the probability of default (“PD”) loss given default (“LGD”) approach. At June 30, 2026, the Company did not record an allowance for credit losses as it was deemed insignificant to the financial statements as a whole.
Investment in Digital Asset Trust
The Company currently holds units of OBNB Osprey BNB Chain Trust (the “OBNB Trust Units”), as detailed more in Note G. The OBNB Trust Units are publicly traded and have readily determinable fair value as defined in ASC 321-10-20. Accordingly, the Company measures the OBNB Trust Units at fair value with changes in fair value recognized in earning in the period of change.
Derivative Instruments
The Company uses derivative instruments, including call option contracts to manage exposure to price fluctuations and to generate yield on its digital asset holdings. All of the Company’s call option contracts are for
Concentrations
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and cash equivalents with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. As of June 30, 2026, the Company had cash and cash equivalents of $
The Company’s revenues earned from the sale of products and services for the three months ended June 30, 2026 was
The Company’s revenues earned from sale of products and services for the three months ended June 30, 2025 included an aggregate of
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and underwriting fees incurred. Accordingly, in relation to the ATM (See Note G), offering costs in the aggregate of $
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
Segment Reporting
Historically, the Company operated in
Digital Asset Treasury — Segment operations consist of managing the Company’s digital assets and implementing its DAT strategy.
Therapeutic DNA Production Services — Segment operations consist of the Company’s nucleic-acid production solutions for the biopharmaceutical and diagnostics industries including LineaDNA, LineaRNAP and LineaIVT.
DNA Tagging and Security Products and Services — Segment operations consist of the manufacture and detection of DNA for industrial supply chains and security services. As discussed above, on February 13, 2025, the Company announced it was exiting its DNA Tagging and Security Products and Services business segment. The Company continues to strategically exit contracts relating to this segment and currently plans to continue to service certain of its existing DNA Tagging and Security Products and Services customer contracts.
The Company evaluates the performance of its segments and allocates resources to them based on revenues and operating income (losses). Operating income (loss) includes intersegment revenues, as well as a charge allocating all corporate headquarters costs. Since each vertical has shared employee resources, payroll and certain other general expenses such as rent, and utilities were allocated based on an estimate by management of the percentage of employee time spent in each vertical. Segment assets are not reported to, or used by, the CODM to allocate resources to, or assess performance of, the segments and therefore, total segment assets have not been disclosed.
Preferred Stock
The Company classifies preferred stock as temporary equity when the underlying redemption features are not solely within the Company's control, in accordance with ASC 480-10-S99-3A. Preferred stock classified as temporary equity is initially recorded at fair value, net of issuance costs, and is subsequently remeasured to its redemption amount only if redemption becomes probable or the instrument is currently redeemable.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Warrants Classified as a Liability
The Company evaluates its warrants in accordance with ASC 480 “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that due to the terms of its Series B-2 Pre-Funded Warrants they should be classified as a liability, as such, they were recorded as a liability on the condensed consolidated balance sheet and measured at fair value at inception and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the consolidated statement of operations in the period of change.
Fair Value of Financial Instruments
The valuation techniques utilized are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy:
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related asset or liabilities.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities.
The Company utilizes observable market inputs (quoted market prices) when measuring fair value whenever possible.
The Company’s BNB are held by its wholly-owned subsidiaries; Build & Build, LLC and BNBX, Ltd.. The Company has designated a principal market for BNB based on the market that it has access to and has the greatest volume and level of orderly transactions for BNB. The Company reassesses its principal market when facts and circumstances change, including but not limited to when new markets become accessible, or the volume/activity in the current principal market declines. Because BNB trades continuously across global markets, the Company applies a consistent valuation cut-off at midnight UTC on the reporting date to determine fair value.
The Company’s digital assets are measured at fair value on a recurring basis using quoted prices in its principal market (Level 1 inputs) as of the reporting date.
The Company’s OBNB Trust Units are measured at fair value on a recurring basis using quoted prices in its principal market (Level 1 inputs) as of the reporting date.
The Company’s call option contracts are measured at fair value on a recurring basis using industry-standard models (Black-Scholes) with observable market inputs such as spot prices and implied volatility (Level 2 inputs).
The Company's Series B-2 Prefunded Warrants are classified as liability and are measured at fair value on a recurring basis using an option pricing model (Level 3 inputs), as no observable market exists for the Series B-2 Preferred Stock issuable upon exercise.
The Company's Series B-1 Preferred Stock and Series B-2 Preferred Stock were measured at fair value on a nonrecurring basis as of their respective issuance dates using an option pricing model or similar valuation technique (Level 3 inputs), as no observable market exists for either series.
For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting and finance department, which reports to the CFO, determine its valuation policies and procedures.
As of June 30, 2026, there were no transfers between Levels 1, 2 and 3 of the fair value hierarchy.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Recent Accounting Standards
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This standard clarifies the guidance in determining the acquirer in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. This guidance is effective for fiscal years beginning after December 15, 2026, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal year ending September 30, 2028, with early adoption permitted. The amendments are required to be applied prospectively to any acquisition transaction that occurs after the initial application date. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, that enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied prospectively with the option of retrospective application. The Company adopted this ASU as of October 1, 2025. The adoption of this ASU did not have a significant impact on its disclosures.
NOTE C — INVENTORIES
Inventories consist of the following:
| | | | | | |
| | June 30, | | September 30, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
Raw materials | | $ | | | $ | |
Work-in-progress | | | | | | |
Finished goods | | | | |
| |
Total | | $ | | | $ | |
NOTE D — DIGITAL ASSETS
The following table sets forth for the units held, costs basis, and fair value of digital assets held, as shown on the condensed consolidated balance sheet as of June 30, 2026:
| | | | | | | | |
Digital Assets | | Number of | | | | | | |
held: | | Tokens | | Cost | | Fair value | ||
BNB |
| | | $ | | | $ | |
Cost basis is equal to the cost of the digital asset, net of any transaction fees, if any, at the time of purchase or upon receipt. Digital assets are measured at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement, using a quoted price in active markets (Level 1 inputs). Fair Value presents the quoted prices on a principal market at midnight UTC on the measurement date.
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE D — DIGITAL ASSETS, continued
The following table summarizes the Company's digital asset holdings as of:
| | | |
| | June 30, 2026 | |
| | (unaudited) | |
Fair Value on - October 1, 2025 | | $ | - |
Purchases | | | |
Transfer to custodian - derecognized | | | ( |
Loss from fair value measurement of BNB | | | ( |
Ending balance -June 30, 2026 | | $ | |
During the nine months ended June 30, 2026, the Company transferred
NOTE E — INVESTMENT IN DIGITAL ASSET TRUST
Investment in digital asset trust measured at fair value consist of the following as of June 30, 2026:
| | | | | | | | |
| | Number of | | | | | | |
Investment held: | | Units | | Cost | | Fair value | ||
OBNB Trust |
| | | $ | | | $ | |
The following table summarizes the Company's OBNB Trust Units investment holdings as of:
| | | |
| | Balance | |
Fair Value on - October 1, 2025 | | $ | |
Purchases | |
| |
Loss from fair value measurement of OBNB Trust Units | | $ | ($ |
Ending balance - June 30, 2026 | | $ | |
NOTE F — ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities are as follows:
| | | | | | |
| | June 30, | | September 30, | ||
| | 2026 | | 2025 | ||
| | (unaudited) | | | | |
Accounts payable (related party amounts of $ | | $ | | | $ | |
Accrued salaries payable | | | | |
| |
Other accrued expenses | | | | |
| |
Accrued dividend payable | | | | |
| — |
Total | | $ | | | $ | |
NOTE G — CAPITAL STOCK
Nasdaq Ticker Change
Effective October 7, 2025 the Company changed its ticker symbol on the Nasdaq Capital Market from “APDN” to “BNBX”.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
Nasdaq Delisting
On July 13, 2026, the Company received a delisting determination from a Nasdaq Hearing Panel based on the Company's failure to maintain the minimum $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(2). Trading in the Company's common stock on The Nasdaq Stock Market was suspended at the open of trading on July 14, 2026. The Company has transitioned to trading on the OTCQB Venture Market operated by OTC Markets Group under the unchanged ticker symbol "BNBX" (the “Delisting Determination”). The Company filed a request for the Nasdaq Listing and Hearing Review Council to review the Delisting Determination, which is currently pending. See Note L for additional information.
At the Market Offering
On November 4, 2025 the Company entered into an At The Market Offering Agreement (the “ATM”) with Lucid Capital Markets, LLC, as sales agent (the “Agent”), pursuant to which the Company may, from time to time, offer and sell shares of its common stock with an aggregate offering price of up to $
May 2026 Private Placement Offered Shares
During the three months ended June 30, 2026, the Company completed two private placements: a SPA Private Placement on May 28, 2026 and on July 20, 2026 (see the Subsequent events footnote below) (the “SPA Private Placement”), and an Inducement Private Placement on June 30, 2026 (the “Inducement Private Placement and collectively the “May 2026 Private Placement”).
In connection with the SPA Private Placement, we entered into the Securities Purchase Agreement and joinders to the Securities Purchase Agreement with a Selling Stockholder, pursuant to which we sold and issued to the Selling Stockholder, at an offering price of $
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE G — CAPITAL STOCK, continued
Concurrently with the SPA Private Placement, and within the offering period contemplated by the Securities Purchase Agreement and Inducement Agreements, the Company entered into the Inducement Private Placement via Warrant Inducement and Exchange Agreements (the "Inducement Agreements") with
Upon the closing of May 2026 Private Placement, the Company received $
The Series B-2 Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Series B-2 Pre-Funded Warrants issued in the Inducement Private Placement are exercised in full. The Series F Warrants are immediately exercisable for cash for a period of
The Series B-1 and B-2 Preferred Stock have been classified as temporary equity because, upon the occurrence of a Fundamental Transaction or a Redemption Event (each as defined in the applicable Certificate of Designations), the Company may be required to settle the Series B-1 or B-2 Preferred Stock, as applicable, for cash in a manner that is not solely within the Company control. A Redemption Event includes the occurrence of a Fundamental Transaction, a Delisting Event, a Treasury Value Event, a Warrant Ratchet Event, or an Event of Default, in each case as defined in the applicable Certificate of Designations.
The Series B-2 Pre-Funded Warrants have been classified as a liability. Although the Series B-2 Pre-Funded Warrants are a warrant to purchase shares rather than an outstanding share themselves, the shares of Series B-2 Preferred Stock issuable upon their exercise are contingently redeemable for cash outside the Company's control (see discussion of the Series B-1 and Series B-2 Preferred Stock above). A warrant on shares that are redeemable outside the issuer's control is required to be classified as a liability under ASC 480-10-25-8, even where the underlying redemption feature is conditional on a defined contingency. Accordingly, the Series B-2 Pre-Funded Warrants are recognized as a liability, initially and subsequently measured at fair value, with changes in fair value recognized in earnings each reporting period. As of June 30, 2026, the fair value of the Series B-2 Pre-Funded Warrant liability was $
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE G — CAPITAL STOCK, continued
The Company accounted for the Inducement Private Placement as an extinguishment of the equity instruments surrendered by the Selling Stockholders (i.e., the shares of Common Stock, the Series E Warrants exercised, and the October Pre-Funded Warrants exchanged), by analogy to the guidance in ASC 505-30 governing repurchases of an entity's own equity instruments. The Series B-1 Preferred Stock, Series B-2 Preferred Stock, and Series B-2 Pre-Funded Warrants issued in the transaction were measured at their respective fair values as of the Closing Date and treated collectively as the consideration transferred to extinguish the surrendered instruments. An amount equal to the fair value of the equity instruments surrendered immediately prior to the transaction, net of cash proceeds received, was recognized as a reduction of additional paid-in capital. Because the aggregate fair value of the consideration issued exceeded the fair value of the instruments surrendered, and because the transaction was negotiated with, and consummated on a non-pro-rata basis with, a discrete group of Selling Stockholders rather than effected pro rata with the Company's stockholders generally, the excess of $
As of June 30, 2026, the Company had accrued dividends of $
Guaranty Agreement
In connection with the Securities Purchase Agreement and the Inducement Agreements, Build & Build, LLC, a Delaware limited liability company, and BNBX Ltd., a British Virgin Islands business company, each a
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE G — CAPITAL STOCK, continued
Pursuant to the DATS Guaranty, each Guaranteed Party agrees to the appointment KGPLA Holdings LLC (the “Lead Investor”), as their representative for the purposes of the following:
| (i) | distributing notices to the guarantors, including the DAT Subsidiaries. on behalf of the Guaranteed Parties; |
| (ii) | delegating (in its reasonable discretion) all or any portion of the obligations and benefits of Lead Investor; |
| (iii) | enforcing the DATS Guaranty against any or all guarantors subject to approval by Guaranteed Parties holding more than 50% of the aggregate Liquidation Preference of the then-outstanding shares of Series B-1 Preferred Stock (the “Majority-in-Interest”); |
| (iv) | holding any security interest, lien, pledge, account control, or other collateral package granted by any guarantor under or in connection with the agreement for the ratable benefit of all Guaranteed Parties, and administering any enforcement or release of such collateral at the direction of the Majority-in-Interest; and |
| (v) | acting as the sole party with standing and authority to bring any enforcement action, suit, or proceeding with respect to the agreement. |
No individual Guaranteed Party has independent standing to sue any guarantor under the DATS Guaranty but shall rely upon the Lead Investor for enforcement in accordance with the DATS Guaranty. Upon an Event of Default, as defined in the DATS Guaranty, the Lead Investor, at the direction of the Majority-in-Interest may declare all guaranteed obligations to be immediately due and payable.
In addition to certain covenants and restrictions set forth in the DATS Guaranty, the DAT Subsidiaries have agreed to comply with the “Digital Asset Treasury Procedures”, which means the procedures governing the management, custody, transfer, and disposition of assets held in the Digital Asset Treasury, as defined in the DATS Guaranty, to be set forth in a separate instrument agreed upon by the Company and the holders representing a majority of the outstanding shares of Series B-1 Preferred, not later than thirty (
The DATS Guaranty will terminate when all Guaranteed Obligations have been satisfied in full and no shares of Preferred Stock remain outstanding.
In conjunction with the May 2026 Private Placement, we entered into a strategic advisory engagement with GlobalStake Infrastructure, LLC ("GlobalStake"), a Delaware limited liability company, effective June 17, 2026. Under the engagement, GlobalStake will conduct a comprehensive strategic review of our business, assets, and capital structure over an initial four-month term. The review will be led by Richard Shorten, Founder of Silvermine Capital Advisors, LLC and Chairman of GlobalStake, who brings more than 30 years of experience across institutional finance, corporate law, and digital asset sectors. We paid GlobalStake a pre-paid advisory fee of $
October 2025 Private Placement Offering
The Company completed two private placements: a Cash Private Placement on October 3, 2025, and a Cryptocurrency Private Placement on October 21, 2025 (collectively the “ October 2025 Private Placement”).
In Cash Private Placement, the Company issued
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE G — CAPITAL STOCK, continued
In the Cash Private Placement, consideration included U.S. dollars or the cryptocurrency stablecoin issued by Circle Internet Group, Inc. commonly referred to as “USDC” paid to the Company as consideration for the Shares and/or Cash Pre-Funded Warrants and the Series E-1 Warrants. In the Cryptocurrency Private Placement, the Cryptocurrency Purchasers tendered units of Osprey BNB Chain Trust (OTCMKTS: OBNB) as consideration, with the Company receiving
In the Cryptocurrency Private Placement, the Company issued
The Company received a total of $
The Pre-Funded Warrants are exercisable at $
The Company entered into registration rights agreements with the accredited investors, committing to file an SEC registration statement for the resale of the securities within
During the three and nine months ended June 30, 2026,
Strategic DAS Agreement
In connection with the Private Placement, on September 29, 2025, the Company entered into a Strategic Digital Assets Services Agreement (the “Strategic DAS Agreement”) with Cypress LLC, a Puerto Rico limited liability company, and a related party (the “Services Provider”), pursuant to which the Company appointed the Services Provider to provide discretionary asset management services (i) in compliance with the Company’s BNB Strategy, (ii) with respect to any other cryptocurrency or digital asset strategies subject to the Company’s approval, in each case, solely with respect to the Account Assets (as defined below) in the accounts or cryptocurrency “wallets” identified by the Company after consultation with the Services Provider.
As set forth in the Strategic DAS Agreement, the Company agreed to pay to the Services Provider a fixed-rate management fee accrued and payable monthly (prorated for partial months) in arrears, equal to 1/12 of
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE G — CAPITAL STOCK, continued
The Strategic DAS Agreement had an initial term of
Both Joshua Kruger, the Chairman of the Company’s Board of Directors, and Patrick Horsman, the Company’s Chief Investment Officer are affiliates of Cypress LLC.
During the three and nine months ended June 30, 2026, the Company incurred $
Strategic Advisor Agreement
In connection with the October 2025 Private Placement, on September 29, 2025, the Company entered into a Strategic Advisor Agreement with Cypress Management LLC, a Puerto Rico limited liability company (the “Strategic Advisor”), and a related party, pursuant to which the Company appointed the Strategic Advisor to provide strategic advice, guidance and technical advisory services relating to the Company’s business, operations, growth initiatives and industry trends in the crypto technology sector for an initial term of
Pursuant to the terms of the Strategic Advisor Agreement, the Company was to pay a monthly fee of $
Both Joshua Kruger, the Chairman of the Company’s Board of Directors, and Patrick Horsman, the Company’s Chief Investment Officer are affiliates of Cypress LLC.
During the three and nine months ended June 30, 2026 the Company incurred $
Cypress Settlement Agreement
On July 23, 2026 (the “Termination Date”), the Company and JR Pasch, Joshua Kruger, the former Chairman of the Company’s board of directors, Patrick Horsman, the Company’s former Chief Investment Officer, Cypress Management LLC, and Cypress LLC (collectively the “Cypress Parties”) entered into a Termination, Standstill, and Mutual Release Agreement (the “Cypress Settlement Agreement”) pursuant to which the Company and the Cypress Parties mutually agreed to terminate, effective as of the Termination Date, the Digital Services Agreement, the Strategic Advisor Agreement, and a Consulting Agreement between us and Mr. Horsman dated October 1, 2025.
Pursuant to the Cypress Settlement Agreement the Company agreed to (i) pay the Cypress Parties an aggregate sum of $
In connection with the Cypress Settlement Agreement Mr. Kruger notified the Company of his resignation as Chairman and as a director of the Company, effective July 31, 2026, and Mr. Horsman ceased to serve as the Company’s Chief Investment Officer effective as of the Termination Date.
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE G — CAPITAL STOCK, continued
The Cypress Parties also agreed, among other things, that until September 29, 2030, they will not, directly or indirectly: (i) solicit proxies or written consents of stockholders, or participate in any solicitation of any proxy, consent or other authority to vote the Company’s securities; (ii) present proposals for consideration for action by stockholders at any annual or special meeting of the Company; (iii) submit, encourage or otherwise solicit stockholders of the Company or induce or attempt to induce any other person to initiate stockholder proposals; (iv) seek to remove any member of the Board, propose any nominee for election to the Board, or seek representation on the Board; (v) grant any proxy, consent or other authority to vote with respect to any matters at any annual or special meeting of the Company other than to the named proxies included in the Company’s proxy card; (vi) deposit any securities in a voting trust or subject them to a voting agreement; (vii) own, purchase or acquire any additional shares of the Company’s common stock, right to vote or direct the voting of the Company’s common stock, or any securities convertible into the Company’s common stock.
In addition, the Cypress Parties agreed to the (i) recission of
Consulting Arrangements
In order to support the implementation of its BNB-focused treasury strategy, on September 23, 2025, the Company entered into consulting arrangements with Ground Tunnel Capital LLC (the “Consultant”) and an additional consulting agreement (collectively, the “Consulting Arrangements”) with the Consultant, pursuant to which the Company (i) engaged the Consultant to provide certain advisory and marketing services and (ii) will receive premium sponsorship benefits at all SkyBridge Alternatives Conference (“SALT”) conferences globally for a period of
The Company recorded $
Chief Investment Officer
On October 1, 2025, Patrick Horsman, a principal of the Cypress Digital, was appointed as the Chief Investment Officer of the Company. In connection with the Cypress Settlement Agreement Mr. Horsman ceased to serve as our Chief Investment Officer effective as of the Termination Date, as detailed above. Prior to the Termination Date, Mr. Horsman received monthly compensation of $
The Company recorded $
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE H — WARRANTS, STOCK OPTIONS and RESTRICTED STOCK UNITS
Warrants
The following table summarizes the changes in warrants outstanding. These warrants were granted as part of financing transactions, as well as in lieu of cash compensation for services performed or as financing expenses in connection with the sales of the Company’s common stock.
| | | | | |
| | | | Weighted | |
| | | | Average | |
| | | | Exercise | |
| | Number of | | Price Per | |
| | Shares | | Share | |
Balance at October 1, 2025 |
| | | $ | |
Granted |
| | | | |
Exercised |
| ( | | | |
Cancelled or expired |
| ( | | | |
Balance at June 30, 2026 |
| | | $ | |
During the nine months ended June 30, 2026,
Stock Options
On December 12, 2025, at a special meeting of stockholders, the Company’s stockholders approved an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of authorized shares of common stock reserved for issuance by
During the nine months ended June 30, 2026, the Company granted
The fair value of options granted during the nine months ended June 30, 2026 was determined using the Black Scholes Option Pricing Model. For the purposes of the valuation model, the Company used the simplified method for determining the granted options expected lives. The simplified method is used since the Company does not have adequate historical data to utilize in calculating the expected term of options.
| | | | |
Stock price | | $ | | |
Exercise price | | $ | | |
Expected term | |
| | |
Dividend yield | |
| | |
Volatility | |
| | % |
Risk free rate | |
| | % |
The Company recorded $
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE I — COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leased office space under an operating lease in Stony Brook, New York for its former corporate headquarters. The lease was for a
On September 28, 2025, the Board approved new Employment Agreements (together, the “Employment Agreements”) with Mr. Shorrock and Ms. Jantzen. The Employment Agreements provide that Mr. Shorrock will be appointed as Chief Executive Officer and President and Ms. Jantzen will continue to serve in her role as Chief Financial Officer of the Company. The terms of the Employment Agreements began on September 29, 2025 and Mr. Shorrock and Ms. Jantzen will each hold office until the election and qualification of a successor or until either individual’s earlier death, resignation or removal.
Pursuant to the Employment Agreements, Mr. Shorrock’s and Ms. Jantzen’s annual base salary will each be $
The Employment Agreements also provide that upon termination without Cause (as defined in the Employment Agreements) or resignation for Good Reason (as defined in the Employment Agreements) of each of Mr. Shorrock’s and Ms. Jantzen’s employment then Mr. Shorrock and Ms. Jantzen will each be entitled to $
Litigation
From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. In addition to the estimated loss, the recorded liability includes probable and estimable legal costs associated with the claim or potential claim. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. There is no pending litigation involving the Company at this time.
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE J — SEGMENT INFORMATION
As detailed in Note B above, the Company currently has
Information regarding operations by segment for the three-months ended June 30, 2026 is as follows:
| | | | | | | | | | | | |
| | Therapeutic DNA | | DNA Tagging and | | | | | ||||
| | Production | | Security Products | | Digital Asset Treasury | | Consolidated | ||||
Revenues: |
| | |
| | |
| | |
| | |
Product revenues | | $ | | | $ | | | $ | — | | $ | |
Service revenues | |
| ( | | | | | | — | | | |
Less intersegment revenues | |
| — | |
| — | | | — | | | — |
Total revenues | | $ | | | $ | | | $ | — | | $ | |
| | | | | | | | | | | | |
Gross profit | | | | | | ( | | | — | | $ | |
| | | | | | | | | | | | |
Segment operating expenses | | | | | | | | | | | | |
Selling, general and administrative | | $ | | | $ | | | $ | | | $ | |
Realized gain on derivative written call options | | | ( | | | | | | | | | ( |
Loss from fair value measurement of digital assets | | | — | | | — | | | | | | |
Loss from fair value measurement of investments | | | — | | | — | | | | | | |
Research and development | | | | | | | | | — | | | |
Total segment operating expenses | | $ | | | $ | | | $ | | | $ | |
Income (loss) from segment operations (a) | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Information regarding operations by segment for the three-months ended June 30, 2025 is as follows:
| | | | | | | | | |
| | Therapeutic DNA | | DNA Tagging and | | | | ||
| | Production | | Security Products | | Consolidated | |||
Revenues: |
| | |
| | |
| | |
Product revenues | | $ | | | $ | | | $ | |
Service revenues | |
| | | | | | | |
Less intersegment revenues | |
| — | | | — | | | — |
Total revenues | | $ | | | $ | | | $ | |
| | | | | | | | | |
Gross profit | | | | | | ( | | | |
Segment operating expenses | | | | | | | | | |
Selling, general and administrative | | $ | | | $ | | | $ | |
Research and development | | | | | | ( | | | |
Total segment operating expenses | | $ | | | $ | | | $ | |
Loss from segment operations (a) | | $ | ( | | $ | ( | | $ | ( |
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE J – SEGMENT INFORMATION, continued
Reconciliation of segment loss from operations to consolidated loss before provision for income taxes is as follows for the three months ended:
| | | | | | |
| | June 30, | ||||
| | 2026 | | 2025 | ||
Loss from operations of reportable segments (a) | | $ | ( | | $ | ( |
General corporate expenses (b) | |
| ( | | | ( |
Interest income | |
| | | | |
Unrealized gain on change in fair value of warrants classified as a liability | |
| — | | | |
Net loss from discontinued operations | | | — | | | ( |
Other income (expense), net | |
| — | | | ( |
Warrant inducement expense | | | ( | | | — |
Consolidated loss before provision for income taxes | | $ | ( | | $ | ( |
(a) | Segment operating loss consists of net sales, less cost of sales, specifically identifiable research and development, and selling, general and administrative expenses. |
(b) | General corporate expenses consist of Selling, general and administrative expenses that are not specifically identifiable to a segment. |
Information regarding operations by segment for the nine-months ended June 30, 2026 is as follows:
| | | | | | | | | | | | |
| | Therapeutic DNA | | DNA Tagging and | | | | | | |||
| | Production | | Security Products | | Digital Asset Treasury | | Consolidated | ||||
Revenues: |
| | |
| | |
| | |
| | |
Product revenues | | $ | | | $ | | | $ | — | | $ | |
Service revenues | |
| — | | | | | | — | | | |
Less intersegment revenues | |
| — | | | — | | | — | | | — |
Total revenues | | $ | | | $ | | | $ | — | | $ | |
| | | | | | | | | | | | |
Gross profit | | | | | | ( | | | — | | | |
Segment operating expenses | | | | | | | | | | | | |
Selling, general and administrative | | $ | | | $ | | | $ | | | $ | |
Realized gain on derivative written call options | | | — | | | — | | | ( | | | ( |
Loss from fair value measurement of digital assets | | | — | | | — | | | | | | |
Loss from fair value measurement of investments | | | — | | | — | | | | | | |
Research and development | | | | | | | | | — | | | |
Total segment operating expenses | | $ | | | $ | | | $ | | | | |
(Loss) income from segment operations (a) | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE J — SEGMENT INFORMATION, continued
Information regarding operations by segment for the nine months ended June 30, 2025 is as follows:
| | | | | | | | | |
| | Therapeutic DNA | | DNA Tagging and | | | | ||
| | Production | | Security Products | | Consolidated | |||
Revenues: | | | | | | | | | |
Product revenues | | $ | | | $ | | | $ | |
Service revenues | |
| | | | | | | |
Clinical laboratory service revenues | |
| — | | | — | | | — |
Total revenues | | $ | | | $ | | | $ | |
| | | | | | | | | |
Gross profit | | | | | | | | | |
| | | | | | | | | |
Segment operating expenses | | | | | | | | | |
Selling, general and administrative | | $ | | | $ | | | $ | |
Research and development | | | | | | | | | |
Total segment operating expenses | | $ | | | $ | | | $ | |
Loss from segment operations (a) | | $ | ( | | $ | ( | | $ | ( |
Reconciliation of segment loss from operations to consolidated loss before provision for income taxes is as follows for the nine months ended:
| | | | | | | |
| | June 30, | | ||||
| | 2026 | | 2025 | | ||
Loss from operations of reportable segments | | $ | ( | | $ | ( | |
General corporate expenses (b) | |
| ( | |
| ( | |
Interest income | |
| | |
| | |
Unrealized gain on change in fair value of warrants classified as a liability | | | | | | | |
Other income (expense), net | |
| | | $ | ( | |
Net loss from discontinued operations | |
| — | |
| ( | |
Warrant inducement expense | | | ( | | | — | |
Consolidated net loss | | $ | ( | | $ | ( | |
(a) Segment operating loss consists of net sales, less cost of sales, specifically identifiable research and development, and selling, general and administrative expenses.
(b) General corporate expenses consist of Selling, general and administrative expenses that are not specifically identifiable to a segment.
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE K — DISCONTINUED OPERATIONS
On June 27, 2025, the Company implemented a strategic restructuring and realignment of resources to focus exclusively on its Therapeutic DNA Production Services business. As part of actions undertaken, the Company implemented a workforce reduction of approximately
The following table presents the major classes of ADCL’s results within Net loss from discontinued operations, net of tax in the condensed consolidated statement of operations for the three and nine months ended June 30, 2025:
| | | | | | | | | | | | |
| | June 30, 2025 | | Fiscal Year Ended September 30, | ||||||||
| | Three Months | | | Nine Months | | 2025 | | 2024 | |||
Clinical laboratory service revenues | | $ | | | $ | | | $ | |
| $ | |
| | | | | | | | | | | | |
Cost of clinical laboratory service revenues | |
| | | | | |
| |
| | |
| | | | | | | | | | | | |
Gross profit | |
| ( | | | ( | |
| ( |
| | |
| | | | | | | | | | | | |
Selling, general and administrative | |
| | | | | |
| |
| | |
Interest (income) | |
| ( | | | ( | |
| ( |
| | ( |
Other expense, net | |
| ( | | | ( | |
| ( |
| | — |
Net loss from discontinued operations | |
| ( | | | ( | |
| ( |
| | ( |
Provision for income taxes | |
| — | | | — | |
| — |
| | — |
Net loss from discontinued operations, net of tax | | $ | ( | | $ | ( | | $ | ( |
| $ | ( |
Assets and liabilities of discontinued operations associated with ADCL presented in the consolidated balance sheets as of June 30, 2026 and September 30, 2025 are included in the following table:
| | | | | | |
| | June 30, | | September 30, | ||
| | 2026 | | 2025 | ||
ASSETS |
| | |
| | |
Cash and cash equivalents |
| $ | — |
| $ | |
Accounts receivable, net |
| | — |
| | — |
Inventories |
| | — |
| | — |
Prepaid expenses and other current assets |
| | — |
| | — |
Total current assets of discontinued operations |
| | — |
| | |
Property and equipment, net |
| | — |
| | — |
Total assets of discontinued operations |
| | — |
| | |
| | | | | | |
LIABILITIES |
| | |
| | |
Accounts payable and accrued liabilities |
| | — |
| | — |
Total liabilities of discontinued operations |
| $ | — |
| $ | — |
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE L — FAIR VALUE MEASUREMENTS
The Company measures certain financial instruments at fair value in accordance with ASC 820, Fair Value Measurement, which establishes a three-tier hierarchy based on the observability of inputs used in valuation: Level 1 (quoted prices in active markets for identical assets or liabilities), Level 2 (observable inputs other than quoted prices, either directly or indirectly), and Level 3 (unobservable inputs that reflect the Company's own assumptions).
Recurring Fair Value Measurements
The following table presents the Company's liabilities measured at fair value on a recurring basis as of June 30, 2026:
| | | | | | | | | | | | |
Description | | Level 1 | | Level 2 | | Level 3 | | Total | ||||
Series B-2 Pre-Funded Warrant liability | | $ | — | | $ | — | | $ | | | $ | |
The Series B-2 Pre-Funded Warrants are classified as a liability because the shares of Series B-2 Preferred Stock issuable upon exercise are contingently redeemable for cash outside the Company's control (see Note G). Pursuant to ASC 480-10-25-13(a), a warrant to purchase shares that are puttable or otherwise redeemable outside the issuer’s control is classified as a liability regardless of the probability that the underlying redemption contingency will occur. The Company estimated the fair value of the Series B-2 Pre-Funded Warrant liability using a Goldman Sachs lattice model, given the multiple contingent redemption and conversion features embedded in the underlying Series B-2 Preferred Stock. Significant unobservable inputs used in the valuation as of June 30, 2026 were as follows:
| | | |
Input | | 30-Jun-26 | |
Stock price | | $ | |
Expected volatility | | | |
Discount yield | | | |
Dividend rate | | | |
Conversion price | | $ | |
Expected term (years) | | | |
The following table presents a rollforward of the Series B-2 Pre-Funded Warrant liability, which is measured at fair value on a recurring basis using Level 3 inputs, for the three months ended June 30, 2026:
| | | |
Description | | Amount | |
Balance, March 31, 2026 | | | - |
Issuances | | $ | |
Change in fair value included in earnings | | | - |
Balance, June 30, 2026 | | $ | |
The Series B-2 Pre-Funded Warrants were issued on June 24 and June 30, 2026, concurrently with the closing of the Warrant Inducement and Exchange Transaction; accordingly, no change in fair value was recognized between issuance and quarter end. Changes in the fair value of the Series B-2 Pre-Funded Warrant liability will be recognized within change in fair value of warrant liabilities in the condensed consolidated statements of operations.
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE L — FAIR VALUE MEASUREMENTS, continued
Nonrecurring Fair Value Measurements
In connection with the closing of the SPA Private Placement (see Note G), the Company measured the Series B-1 Preferred Stock and Series F Warrants at fair value in order to allocate the $
| | | | | | |
Input | | Series B-1 Preferred | | Series B-2 Preferred | ||
Stock price | | $ | | | $ | |
Expected volatility | | | | | ||
Discount yield | | | | | ||
Dividend rate | | | | | ||
Conversion price | | $ | | | $ | |
Expected term (years) | | | | | | |
| | | |
Input | | Series F Warrants | |
Stock price | | $ | |
Exercise price | | $ | |
Call price | | $ | |
Risk-free rate | | | |
Dividend yield | | | |
Volatility | | | |
Term | | | |
NOTE M — SUBSEQUENT EVENTS
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On July 10, 2026, the Company received a delisting determination from the Hearing Panel of the Nasdaq Stock Market LLC (“Nasdaq”) as a result of our non-compliance with the minimum $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Delisting Determination”).
In accordance with Nasdaq Listing Rule 5820, the Company requested that the Nasdaq Listing and Hearing Review Council (the “Listing Council”) review the Delisting Determination in light of the Company’s recently closed financing and further developments in connection with its ongoing strategic review process (the “Listing Council Review”). If the Listing Council elects to review the matter, it may affirm, modify, reverse, or remand the Hear Panel’s decision. The request for Listing Council Review did not stay the Delisting Determination, and trading of the Company’s Common Stock on Nasdaq was suspended at the open of trading on July 14, 2026.
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BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(unaudited)
NOTE M — SUBSEQUENT EVENTS, continued
There can be no assurance that the Listing Council will grant the Company’s request for the Listing Council Review, or that the Listing Council Review will result in the Company’s Common Stock resuming to be traded on the Nasdaq Capital Market. In connection with the Hearing Panel’s decision, Nasdaq will file a Form 25 with the SEC in accordance with Nasdaq Listing Rule 5830 and Rule 12d2-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after applicable appeal periods have lapsed.
As a result of the suspension in trading and delisting, the Company’s Common Stock began trading on the OTCQB Venture at the open of trading on July 14, 2026.
SPA Private Placement
During July 2026, the Company closed on an additional $
Resignation of Chairman of the Board of Directors and Chief Investment Officer
In connection with the Cypress Settlement Agreement Mr. Kruger notified the Company of his resignation as Chairman and as a director of the Company, effective July 31, 2026, and Mr. Horsman ceased to serve as the Company’s Chief Investment Officer effective as of the Termination Date.
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Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q (including but not limited to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to qualify for the “safe harbor” created by those sections. In addition, we may make forward-looking statements in other documents filed with or furnished to the Securities and Exchange Commission (“SEC”), and our management and other representatives may make forward-looking statements orally or in writing to analysts, investors, representatives of the media and others. These statements relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
Forward-looking statements can generally be identified by the fact that they do not relate strictly to historical or current facts and include, but are not limited to, statements using terminology such as “can”, “may”, “could”, “should”, “assume”, “focus”, “believe”, “designed to”, “will”, “expect”, “plan”, “anticipate”, “estimate”, “potential”, “predicts”, “strategy”, “guidance”, “intend”, “seek”, “project” or “continue”, or the negative thereof or other comparable terminology regarding beliefs, plans, expectations or intentions regarding the future. You should read statements that contain these words carefully because they:
| ● | discuss our future expectations; |
| ● | contain projections of our future results of operations or of our financial condition; and |
| ● | state other “forward-looking” information. |
We believe it is important to communicate our expectations. However, forward-looking statements are based on our current expectations, assumptions, estimates and projections about our business and our industry and are subject to known and unknown risks, uncertainties and other factors. Accordingly, our actual results and the timing of certain events may differ materially from those expressed or implied in such forward-looking statements due to a variety of factors and risks, including, but not limited to, those set forth in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report, those set forth from time to time in our other filings with the SEC, including our Annual Report on Form 10-K, for the fiscal year ended September 30, 2025, and the following factors and risks:
| ● | our expectations of future revenues, expenditures, capital or other funding requirements; |
| ● | the adequacy of our cash and working capital to fund present and planned operations and growth; |
| ● | our need for additional financing which may in turn require the issuance of additional shares of Common Stock, preferred stock or other debt or equity securities (including convertible securities) which would dilute the ownership held by stockholders; |
| ● | our business strategy and the timing of our expansion plans, including our BNB Strategy; |
| ● | failure to realize the anticipated benefits of the proposed digital asset treasury strategy; |
| ● | risks related to the Company’s ability to raise and deploy capital effectively; |
| ● | risks relating to an unproven BNB yield generation strategy; |
| ● | the risk that the price of our Common Stock may be highly correlated to the price of the digital assets that we hold; |
| ● | risks related to increased competition in the industries in which the Company does and will operate; |
| ● | risks related to our Common Stock listing on the OTCQB; |
| ● | risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; and |
| ● | risks related to the unknown returns that the Company’s BNB treasury strategy will generate. |
Any or all of our forward-looking statements may turn out to be wrong. They may be affected by inaccurate assumptions that we might make or by known or unknown risks and uncertainties. Actual outcomes and results may differ materially from what is expressed or implied in our forward-looking statements. Among the factors that could affect future results are:
| ● | the highly volatile nature of the price of BNB and other cryptocurrencies; |
| ● | the risks relating to the Company’s operations and business; |
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| ● | changes in business, market, financial, political and regulatory conditions; |
| ● | risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; |
| ● | risks relating to market volatility, cybersecurity and custody of digital assets, potential changes in laws or accounting standards relating to cryptocurrency, and regulatory developments affecting BNB; |
| ● | economic and industry conditions generally and in our specific markets; |
| ● | the volatility of, and decline in, our stock price; and |
| ● | our ability to obtain the necessary financing to fund our operations and effect our strategic development plan. |
All forward-looking statements and risk factors included in this Quarterly Report are made as of the date hereof, based on information available to us as of such date, and we assume no obligations to update any forward-looking statement or risk factor, unless we are required to do so by law. If we do update one or more forward-looking statements, no inference should be drawn that we will make updates with respect to other forward-looking statements or that we will make any further updates to those forward-looking statements at any future time.
Forward-looking statements may include our plans and objectives for future operations, including plans and objectives relating to the success of our BNB Strategy and our products and our future economic performance, projections, business strategy and timing and likelihood of success. Assumptions relating to the forward-looking statements included in this Quarterly Report involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, demand for our products and services, and the time and money required to successfully complete development and commercialization of our technologies, all of which are difficult or impossible to predict accurately and many of which are beyond our control.
Any of the assumptions underlying the forward-looking statements contained in this Quarterly Report could prove inaccurate and, therefore, we cannot assure you that any of the results or events contemplated in any of such forward-looking statements will be realized. Based on the significant uncertainties inherent in these forward-looking statements, the inclusion of any such statement should not be regarded as a representation or as a guarantee by us that our objectives or plans will be achieved, and we caution you against relying on any of the forward-looking statements contained herein.
Our trademarks currently used in the United States include Applied DNA Sciences®, LinearDNA™ and LineaIVT™. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included or incorporated by reference in this Quarterly Report on Form 10 - Q are the property of the respective owners.
Introduction
We are a digital asset treasury company that has adopted BNB, the native cryptocurrency of the Binance blockchain ecosystem as our primary reserve asset. By using proceeds from financings, as well as potential cashflow from our operations, we seek to strategically accumulate BNB and utilize the accumulated BNB as a productive treasury asset to produce yield via Binance native and DeFi opportunities. The Company’s digital asset, as well as its investment in digital asset trust, comprises the Company’s digital asset treasury, or “DAT”.
In addition, via our subsidiary LineaRx Inc. (“LineaRx”) we are commercializing proprietary nucleic acid production solutions for the biopharmaceutical and diagnostics markets. Our nucleic acid production solutions enable cell-free manufacturing of deoxyribonucleic acid (“DNA”) and ribonucleic acid (“RNA”) , which are essential components for a new generation of advanced biotherapeutics, such as gene therapies, adoptive cell therapies, messenger RNA therapeutics and DNA vaccines, as well as diagnostic applications.
Recent Developments
Cypress Settlement Agreement
On July 23, 2026, the Company and the Cypress Parties entered into the Cypress Settlement Agreement pursuant to which the Company and the Cypress Parties mutually agreed to terminate, effective as of the Termination Date, the Digital Services Agreement, the SA Agreement, and a Consulting Agreement between us and Mr. Horsman dated October 1, 2025 and the Company is transitioning execution of the Company’s BNB treasury strategy fully in-house.
Pursuant to the Cypress Settlement Agreement the Company agreed to (i) pay the Cypress Parties an aggregate sum of $1,000,000 consisting of an initial payment of $500,000 on the Termination Date with the remaining $500,000 to be made in twelve equal monthly installments commencing on the first business day following the Termination Date, and (ii) issue to the Cypress Parties, an aggregate of
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200,000 shares of Series B-1 Preferred in twelve equal monthly installments beginning on the first month anniversary of the Termination Date. Except for certain instances of non-compliance with the Cypress Settlement Agreement by the Cypress Parties, the Company agreed that any default of its payment obligations under the Cypress Settlement Agreement will incur a default fee to the Cypress Parties in the aggregate of $1,250,000 reduced by the aggregate amount of all Cash Installment Payments previously paid by the Company prior to the date of such default.
In connection with the Cypress Settlement Agreement Mr. Kruger notified the Company of his resignation as Chairman and as a director of the Company, effective July 31, 2026, and Mr. Horsman ceased to serve as the Company’s Chief Investment Officer effective as of the Termination Date.
The Cypress Parties also agreed, among other things, that until September 29, 2030, they will not, directly or indirectly: (i) solicit proxies or written consents of stockholders, or participate in any solicitation of any proxy, consent or other authority to vote the Company’s securities; (ii) present proposals for consideration for action by stockholders at any annual or special meeting of the Company; (iii) submit, encourage or otherwise solicit stockholders of the Company or induce or attempt to induce any other person to initiate stockholder proposals; (iv) seek to remove any member of the Board, propose any nominee for election to the Board, or seek representation on the Board; (v) grant any proxy, consent or other authority to vote with respect to any matters at any annual or special meeting of the Company other than to the named proxies included in the Company’s proxy card; (vi) deposit any securities in a voting trust or subject them to a voting agreement; (vii) own, purchase or acquire any additional shares of the Company’s common stock, right to vote or direct the voting of the Company’s common stock, or any securities convertible into the Company’s common stock.
In addition, the Cypress Parties agreed to the (i) recission of 695,322 Series E-1 warrants to purchase shares of the Company’s common stock previously issued to the Cypress Strategic Advisor pursuant to the SA Agreement (the “Rescinded Warrants”), and (ii) modification of 1,291,312 Series E-1 warrants previously issued to the Cypress Strategic Advisor remaining after giving effect to the Rescinded Warrants (the “Modified Warrants”), to replace Section 3(d) of the Modified Warrants with a complete waiver of any rights the holder thereof may have in law, equity or otherwise, related to the effect on the Modified Warrants of fundamental transactions of the Company.
Resignation of Chairman of the Board of Directors and Chief Investment Officer
In connection with the Cypress Settlement Agreement Mr. Kruger notified us of his resignation as Chairman and as a director of the Company, effective July 31, 2026, and Mr. Horsman ceased to serve as our Chief Investment Officer effective as of the Termination Date.
May 2026 Private Placement
We completed the SPA Private Placement on May 28, 2026 and July 20, 2026, and completed the Inducement Private Placement on June 30, 2026. In connection with the SPA Private Placement, we entered into the Securities Purchase Agreement and joinders to the Securities Purchase Agreement with three Selling Stockholders, pursuant to which we sold and issued to the Selling Stockholders, at an offering price of $1.05 per share, 2,380,953 shares of Series B-1 Preferred, each of which is convertible into one share of Common Stock, subject to applicable beneficial ownership limitations, and Series F Warrants to purchase 2,380,953 shares of Common Stock at an exercise price of $0.76 per share. The Series B-1 Preferred carries a liquidation preference of 1.5x the original issue price of $1.05 per share and accrues cumulative dividends at a rate of 8% per annum. Gross proceeds from the SPA Private Placement totaled $2.5 million.
Concurrently with the SPA Private Placement, and within the offering period contemplated by the Securities Purchase Agreement and Inducement Agreements, we entered into Warrant Inducement and Exchange Agreements (the "Inducement Agreements") with five Selling Stockholders that participated in our private placements that closed in October 2025 (the “October 2025 Private Placement”). Pursuant to the Inducement Agreements, the Selling Stockholders agreed to: (i) exercise 461,318 Series E Common Stock Purchase Warrants (the "Series E Warrants") issued in the October 2025 Private Placement for cash at an exercise price of $3.82, resulting in the issuance of 461,318 shares of Common Stock and aggregate cash proceeds to us of approximately $1.76 million; and (ii) exchange 2,548,575 Pre-Funded Warrants issued in the October 2025 Private Placement and 1,461,323 shares of Common Stock for an aggregate of 1,511,366 shares of Series B-1 Preferred, 1,706,278 shares of Series B-2 Preferred and 2,303,620 Series B-2 Pre-Funded Warrants, each exercisable for one share of Series B-2 Preferred at an exercise price of $0.0001 per share. The Series B-2 Preferred carries a liquidation preference of 1.0x the original issue price of $0.38 per share and accrues cumulative dividends at a rate of 6% per annum. Each share of Series B-2 Preferred is convertible into one share of Common Stock, subject to applicable beneficial ownership limitations. No additional cash consideration was paid or received by us in connection with the exchange transactions described in clause (ii) above. Following the consummation of the transactions contemplated by the Inducement Agreements, an aggregate of 7,603,358 Series E Warrants and 1,519,726 Pre-Funded Warrants issued in the October 2025 Private Placement remain issued and outstanding. Gross proceeds from the closing of the Inducement Private Placement totaled $1.76 million.
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Upon the closing of May 2026 Private Placement, we received $4.26 million in aggregate gross proceeds, with the potential for up to an additional $1.81 million in gross proceeds should the Series F Warrants be exercised before their expiration.
The Series B-2 Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Series B-2 Pre-Funded Warrants issued in the Inducement Private Placement are exercised in full. The Series F Warrants are immediately exercisable for cash for a period of three years from the date of issuance and may also be exercised on a cashless basis at any time beginning six months after their initial issuance if, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the underlying shares of Common Stock by the holder thereof
Nasdaq Delisting and listing on OTCQB Venture Market
On July 10, 2026, we received a delisting determination from the Hearing Panel of the Nasdaq Stock Market LLC (“Nasdaq”) as a result of our non-compliance with the minimum $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Delisting Determination”).
In accordance with Nasdaq Listing Rule 5820, we requested that the Nasdaq Listing and Hearing Review Council (the “Listing Council”) review the Delisting Determination in light of our recently closed financing and further developments in connection with our ongoing strategic review process (the “Listing Council Review”). If the Listing Council elects to review the matter, it may affirm, modify, reverse, or remand the Hear Panel’s decision. The request for Listing Council Review did not stay the Delisting Determination, and trading of our Common Stock on Nasdaq was suspended at the open of trading on July 14, 2026.
There can be no assurance that the Listing Council will grant our request for the Listing Council Review, or that the Listing Council Review will result in our Common Stock resuming to be traded on the Nasdaq Capital Market. In connection with the Hearing Panel’s decision, Nasdaq will file a Form 25 with the SEC in accordance with Nasdaq Listing Rule 5830 and Rule 12d2-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after applicable appeal periods have lapsed.
As a result of the suspension in trading and delisting, we applied for our Common Stock to trade on the OTCQB Venture Market, an over-the-counter market operated by OTC Markets Group, under our existing symbol “BNBX.” Our Common Stock began trading on the OTCQB Venture at the open of trading on July 14, 2026.
BNB Strategy
We launched our DAT strategy in October 2025 with the closing of a Private Placement wherein we received $26.8 million gross proceeds in cash and cryptocurrency assets with the potential for up to an additional $30.8 million in cash gross proceeds in future investment from warrant exercises. Our current strategy is to primarily focus our resources on our BNB-focused DAT strategy wherein we manage digital assets, primarily in the native cryptocurrency of the Binance Coin blockchain commonly referred to as “BNB”, including staking, restaking, and liquid staking of BNB, and participation in other unique Binance ecosystem and DeFi yield opportunities to contribute the BNB to the Company’s treasury operations (together, the “BNB Strategy”).
We believe our BNB Strategy can produce potential yield via the implementation of one or more of the below strategies:
| ● | Participation in the Binance Launch Pool: Receive airdrops of new project tokens listing on Binance via staking our BNB to the Binance Launch Pool. Airdrops are immediately sold to generate potential yield. |
| ● | Native Staking on Binance Smart Chain: Stake our BNB to various validators to support the network’s proof of stake authority (PoSa) consensus mechanism resulting in potential transaction fees and block rewards. |
| ● | Liquidity Providing: Provide liquidity on the largest BNB DEX between Lista Dao (liquid staking derivative token) and BNB to generate potential yield from swap fees. |
| ● | BNB Collateralization: Opportunistically collateralize our BNB and borrow stable coins to engage in non-directional DeFi strategies to produce potential yield. |
In addition, we currently hold units of OBNB Osprey BNB Chain Trust (OTCMKTS: OBNB) (the “Trust Units”). We plan to pursue opportunities to sell the Trust Units for cash to purchase additional BNB that will be used to further our BNB Strategy. Alternatively, we may seek to access Trust Units’ underlying BNB assets in coordination with the administrator of the OBNB Osprey BNB Chain Trust and if successful, use the redeemed BNB assets to further our BNB Strategy. Please see more about the Trust Units in the “OBNB Trust Units” section below.
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LineaRx Business Strategy
Through LineaRx our 98% owned subsidiary, we are developing and commercializing our LineaDNA and Linea IVT platforms for the manufacture of synthetic DNA and associated enzymes for use in the production of nucleic acid-based therapeutics (the “Therapeutic DNA Production Services”).
Our nucleic-acid production solutions enable the rapid and efficient cell-free manufacturing of high-quality DNA and RNA, which are essential components for a new generation of advanced biotherapeutics such as gene therapies, personalized medicine, adoptive cell therapies and messenger RNA (“mRNA”) and deoxyribonucleic acid (“DNA”)-based vaccines, as well as in vitro diagnostic (“IVD”) applications.
We have developed three distinct and complementary technology solutions:
| ● | LineaDNA™: A proprietary, cell-free DNA production system that uses a large-scale polymerase chain reaction (“PCR”) process. This technology allows for the rapid and efficient production of high-fidelity synthetic DNA without the use of living cells. The resulting DNA can be used in the manufacturing of various biotherapeutics, serve as the starting material for mRNA therapeutics and vaccines, and as a critical component of IVDs. |
| ● | LineaRNAP™: A next-generation RNA polymerase (“RNAP”) used to transform DNA into mRNA. Our RNAP is engineered with a patented DNA-binding domain that we believe results in high mRNA yields and reduced double-stranded RNA (dsDNA) contamination, a common problematic byproduct produced during mRNA production. |
| ● | LineaIVT™: An integrated system that combines the Company’s LineaDNA and LineaRNAP technologies. This innovative solution simplifies the mRNA production workflow resulting in a streamlined production process with fewer impurities than traditional methods. |
Our business strategy is to continue advancing our nucleic acid production solutions to support potential future sale and/or licensing of our LineaRx business and/or its technology solutions to a third-party.
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Comparison of Results of Operations for the Three–Months Ended June 30, 2026 and 2025
Revenues
Product revenues
For the three-months ended June 30, 2026 and 2025, we generated $585,551 and $195,262 in revenues from product sales, respectively. Product revenue increased by $390,289 or 200% for the three-months ended June 30, 2026 as compared to the three-months ended June 30, 2025. The increase in product revenues was due to an increase of $416,303 in sales to a large-scale DNA manufacturing customer and the timing of related orders within our Therapeutic DNA Production Services segment. This increase was offset by a net decrease in our DNA Tagging and Security Products and Services segment of approximately $26,000.
Service Revenues
For the three-months ended June 30, 2026 and 2025, we generated $19,755 and $109,131 in revenues from sales of services, respectively. The decrease in service revenues of $89,376 or 82% for the three-months ended June 30, 2026, as compared to the same period in the prior fiscal year is attributable to a decrease of $43,423 within our DNA Tagging and Security Products and Services segment due to a decrease in our textile isotopic testing services as we stopped providing these services during the prior fiscal year. This decrease was also attributable to a decrease of $45,972 within our Therapeutic DNA Production Services segment due to decreased research and development projects.
Cost and Expenses
Gross Profit
Gross profit for the three months ended June 30, 2026, increased by $441,992 or 8,616% to $447,122 from $5,130 for the three months ended June 30, 2025. The gross profit percentage was 74% and 2% for the three-months ended June 30, 2026 and 2025, respectively. The increase in gross profit percentage was primarily the result of decreased overhead and payroll costs included in costs of goods sold due to the reduction in headcount period over period. This coupled with the higher product revenue and increased yield from manufacturing within our Therapeutic DNA Production Services segment resulted in the improved gross profit for the period.
Selling, General and Administrative
Selling, general and administrative expenses for the three months ended June 30, 2026 decreased by $790,661 or 27% to $2,139,966 as compared to $2,930,627 for the three months ended June 30, 2025. The decrease is primarily attributable to a net decrease in payroll of approximately $1,135,000 due to reduced headcount and severance payments to our former CEO. Additional decreases of $247,000 relate to reduced legal fees associated with a change in SEC counsel, $54,000 in rent expense associated with our lease termination in January 2026, $35,000 in investor relations and $28,000 in computer expense. This net decrease was offset by an increase in consulting expense of $559,000 relating to our digital asset strategy as well as stock-based compensation expense of approximately $202,000 during the three months ended June 30, 2026, which primarily relates to board and employee stock option grants.
Loss from fair value measurement of digital assets
Loss from fair value measurement of digital assets for the three months ended June 30, 2026 was $502,687 and relates to the change in fair value for the BNB units held as of June 30, 2026.
Loss from fair value measurement of investment in digital asset trust
Loss from fair value measurement of investment in digital asset trust for the three months ended June 30, 2026 was $875,632 and relates to the change in fair value for the OBNB Trust Units held as of June 30, 2026.
Research and Development
Research and development expenses decreased to $209,830 for the three months ended June 30, 2026 from $768,563 for the three months ended June 30, 2025, a decrease of $558,733 or 73%. This decrease is the result of the Company down-sizing and changing its focus to a DAT company during October 2025. This change resulted in a decrease of approximately $63,000 in laboratory supplies, as well as decreases of $88,000 in depreciation expense, $155,000 for service contracts, rent expense of $72,000 and payroll expense of approximately $96,000.
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Interest income
Interest income for the three months ended June 30, 2026, decreased $39,474 or 98% to $793 as compared to $40,267 in the three months ended June 30, 2025, due to lower interest rates and a lower balance period over period in our money market accounts.
Warrant inducement expense
Warrant inducement expense for the three months ended June 30, 2026 of $1,439,652 relates to the excess fair value of the Convertible Preferred Stock granted in the Inducement Agreement compared to the fair value of the equity instruments transferred by the Selling Stockholders (see Note G of the accompanying condensed consolidated financial statements).
Unrealized gain on change in fair value of warrants classified as a liability
Unrealized gain on change in fair value of warrants classified as a liability for the three months ended June 30, 2026, and 2025 was $0 and $ 6,410, respectively, which relates to the change in fair value of the warrants that are classified as a liability.
Other income (expense), net
Other income (expense), net for the three months ended June 30, 2026, and 2025, was $0 and expense of $531, respectively.
Loss from operations
Loss from operations decreased by $407,986 or 11% for the three months ended June 30, 2026 to $3,239,928 compared to $3,647,914 for the three months ended June 30, 2025, due to the factors noted above.
Comparison of Results of Operations for the Nine–Months Ended June 30, 2026 and 2025
Revenues
Product revenues
For the nine-months ended June 30, 2026 and 2025, we generated $2,148,547 and $1,239,747 in revenues from product sales, respectively. Product revenue increased by $908,800 or 73% for the nine-months ended June 30, 2026 as compared to the nine-months ended June 30, 2025. The increase in product revenues was due to an increase of approximately $1,335,110 in sales to a large-scale DNA manufacturing customer and the timing of related orders within our Therapeutic DNA Production Services segment. This increase was offset by a net decrease in our DNA Tagging and Security Products and Services segment of approximately $426,291 related to year over year taggant provided for cotton tagging.
Service revenues
For the nine-months ended June 30, 2026 and 2025, we generated $46,264 and $697,759 in revenues from sales of services, respectively. The decrease in service revenues of $651,495 or 93% for the nine-months ended June 30, 2026, as compared to the same period in the prior fiscal year is attributable to a decrease of approximately $500,000 within our DNA Tagging and Security Products and Services segment due to a decrease in our textile isotopic testing services as we stopped providing these services during the prior fiscal year. This decrease was also attributable to a decrease of $151,952 within our Therapeutic DNA Production Services segment due to decreased research and development projects.
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Cost and Expenses
Gross Profit
Gross profit for the nine-months ended June 30, 2026, increased by $582,378 or 58% to $1,589,265 from $1,006,887 for the nine-months ended June 30, 2025. The gross profit percentage was 72% and 52% for the nine-months ended June 30, 2026 and 2025, respectively. The increase in gross profit percentage was primarily the result of decreased overhead and payroll costs included in costs of goods sold due to the reduction in headcount period over period. This coupled with the increased product revenue and improved yield in manufacturing within our Therapeutic DNA Productions Services segment, resulted in the improved gross profit.
Selling, General and Administrative
Selling, general and administrative expenses for the nine months ended June 30, 2026 increased by $9,656,521 or 115% to $18,080,123 as compared to $8,423,602 for the nine months ended June 30, 2025. The increase is primarily attributable to an increase in consulting expense of $10,499,144. The increase in consulting expense relates to our Digital Asset Treasury segment. We issued warrants to our strategic consultants with a fair value of approximately $8,826,000 that was recorded to consultant expense for the nine months ended June 30, 2026. We also incurred consulting expenses under these contracts of $1,673,000, which were entered into during the switch to a digital asset strategy. There was also an increase in stock-based compensation expense of approximately $1,115,000 during the nine months ended June 30, 2026, which primarily relates to officer, board and employee grants. These increases were offset by a decreases of $1,137,000 in payroll related to headcount reductions and accrued severance, as well as a decrease of approximately $345,000 relating to reduced legal expenses related to patents, and special shareholder meetings during fiscal 2025.
Loss from fair value measurement of digital assets
Loss from fair value measurement of digital assets for the nine months ended June 30, 2026 was $4,321,951 and relates to the change in fair value for the BNB units held as of June 30, 2026.
Loss from fair value measurement of investment in digital asset trust
Loss from fair value measurement of investment in digital asset trust for the nine months ended June 30, 2026 was $6,908,440 and relates to the change in fair value for the OBNB Trust Units held as of June 30, 2026.
Research and Development
Research and development expenses decreased to $1,040,541 for the nine months ended June 30, 2026 from $2,632,931 for the nine months ended June 30, 2025, a decrease of $1,592,390 or 60%. This decrease is primarily due to a decrease of approximately $650,000 for the development of an enzyme for use in our Therapeutic DNA Production Services segment during the prior fiscal year period. Additional decreases include a decrease in payroll of $214,000, service contracts of $259,000, rent of $112,000, and consulting of $129,000. These decreases were the result of the Company down- sizing and changing its focus to a DAT company during October 2025.
Interest income
Interest income for the nine months ended June 30, 2026 decreased $155,065 or 92% to $13,697 as compared to $168,762 in the nine months ended June 30, 2025 due to lower interest rates and lower balances in our money market accounts.
Warrant inducement expense
Warrant inducement expense for the nine months ended June 30, 2026 of $1,439,652 relates to the excess fair value of the Convertible Preferred Stock granted in the Inducement Agreement compared to the fair value of the equity instruments transferred by the Selling Stockholders (see Note G of the accompanying condensed consolidated financial statements).
Unrealized gain on change in fair value of warrants classified as a liability
Unrealized gain on change in fair value of warrants classified as a liability for the nine months ended June 30, 2026 and 2025 was $370 and $318,840, respectively, which relates to the change in fair value of the warrants that are classified as a liability.
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Other income (expense), net
Other income (expense), net for the nine months ended June 30, 2026 and 2025, was income of $174,249 and expense of $23,778, respectively. This increase is attributable to the sale of our textile library related to our former isotope business, as well as the sale of equipment during the nine-months ended June 30, 2026.
Loss from operations
Loss from operations increased $18,925,807, or 197% to $28,511,629 for the nine months ended June 30, 2026 compared to $9,585,822 for the nine-months ended June 30, 2025 due to the factors noted above.
Liquidity and Capital Resources
Our liquidity needs consist of our working capital requirements and building our BNB Strategy. As of June 30, 2026, we had working capital of $4,510,283 For the nine-months ended June 30, 2026, we used cash in operating activities of $8,577,673 consisting primarily of our loss of $29,950,919 net with non-cash adjustments of $98,510 in depreciation and amortization charges, $370 in unrealized gain on change in fair value of warrants classified as a liability, $4,321,591 in loss from fair value measurement of digital asset, $6,908,440 in loss from fair value measurement of investment in digital asset trust, $8,826,154 for warrants issued to consultants, $3,010 in digital assets earned, $61,845 for USDC earned for covered call options, and $1,195,141 in stock-based compensation expense. Additionally, we had a net decrease in operating assets of $1,062,917 and a net decrease in operating liabilities of $1,347,704. At June 30, 2026, we had cash and cash equivalents of $3,761,482.
The Company has recurring net losses, which have resulted in an accumulated deficit of $409,182,241 as of June 30, 2026. The Company incurred a net loss of $29,950,919 and incurred negative operating cash flow of $8,577,673 for the nine months ended June 30, 2026.
The Company’s current capital resources include cash and cash equivalents, cryptocurrency assets and investments. Historically, the Company has financed its operations principally from the sale of equity and equity-linked securities.
As discussed in Note G, during October 2025, the Company closed the October 2025 Private Placement of its common stock and/or pre-funded warrants, Series E-1 Warrants, and Series E-2 Warrants. Upon the closing of the October 2025 Private Placement, the Company received $24.9 million in net proceeds after deducting placement agent fees and offering costs (consisting of $7.6 million in cash, net of offering costs, $5.9 million in USDC and $11.4 million in OBNB Trust Units).
During May and June 2026, the Company closed the May 2026 Private Placement of its Series B-1 and Series B-2 Preferred Stock, Series B-2 Prefunded warrants, and Series F Warrants. Upon closing the May 2026 Private Placement, the Company received $4.26 million in net proceeds after deducting offering costs. Subsequent to the quarter ended June 30, 2026, the Company closed on an additional $200 thousand net proceeds under the May 2026 Private Placement.
During the nine months ended June 30, 2026, the Company received proceeds from warrants exercised of approximately $732 thousand and $885 thousand from sales of common stock on the ATM (as discussed in Note G).
The Company estimates that it will have sufficient cash and cash equivalents, as well as liquid cryptocurrency to fund operations for the next twelve months from the date of filing these financial statements. Our DAT is considered a longer-term investment and we do not believe we will need to sell our DAT within the next twelve months to meet our working capital requirements, although we may from time to time sell or engage in other transactions with respect to our digital asset treasury as part of our treasury management operations.
The Company’s current capital resources include cash and cash equivalents, and cryptocurrency assets. Historically, the Company has financed its operations principally from the sale of equity and equity-linked securities.
Critical Accounting Estimates and Policies
Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.
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We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
The accounting policies identified as critical are as follows:
| ● | Revenue recognition; |
| ● | Digital assets; |
| ● | Investment in digital asset trust; |
| ● | Preferred stock; and |
| ● | Warrants classified as a liability. |
Critical Accounting Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most critical estimates include the fair value of preferred stock upon issuance and the fair value of the warrants recorded as liabilities, the recoverability of long-lived assets, including the values assigned to intangible assets, fair value calculations for warrants, and contingencies. Management reviews its estimates on a regular basis and the effects of any material revisions are reflected in the consolidated financial statements in the period they are deemed necessary. Accordingly, actual results could differ from those estimates.
Revenue Recognition
We follow FASB issued accounting standard updates which clarify the principles for recognizing revenue arising from contracts with customers (“ASC 606” or “Topic 606”).
The Company measures revenue at the amounts that reflect the consideration to which it is expected to be entitled in exchange for transferring control of goods and services to customers. The Company recognizes revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. The Company’s contracts with customers may include multiple performance obligations (e.g. DNA products, maintenance, authentication services, research and development services, etc.). For such arrangements, the Company allocates revenues to each performance obligation based on their relative standalone selling price.
Due to the short-term nature of the Company’s current contracts with customers, it has elected to apply the practical expedients under Topic 606 to: (1) expense as incurred, incremental costs of obtaining a contract and (2) not adjust the consideration for the effects of a significant financing component for contracts with an original expected duration of one year or less.
Product Revenues
The Company’s DNA product revenues are accounted for/recognized in accordance with contracts with customers. The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. These performance obligations are satisfied at the point in time the Company transfers control of the goods to the customer, which in nearly all cases is when title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The Company invoices customers upon shipment, and its collection terms range, on average, from 30 to 60 days.
Research and Development Services
The Company’s revenue from its research and development contracts are accounted for/recognized when the performance obligations per the contract are satisfied. These performance obligations are satisfied at the point in time, either when the Company’s services are complete, or when the Company transfers control of the goods to the customer, which in nearly all cases is when title to and risk of loss of the goods transfer to the customer, or when a report is released to a customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The Company invoices customers upon shipment, or completion of the services and its collection terms range, on average, from 30 to 60 days.
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Digital Assets
In December 2023, the FASB issued ASU 2023-08, Digital Assets, which provides guidance on the recognition, measurement, presentation, and disclosure of digital assets through the creation of ASC 350-60 – Intangibles – Goodwill and Other – Crypto Assets. ASU 2023-08 became effective for all entities for fiscal years beginning after December 15, 2024. The Company accounts for its digital assets, including BNB tokens, in accordance with ASC 350 – Intangibles – Goodwill and Other. The Company has determined its digital assets meet the scoping criteria of ASC 350-60, which requires eligible crypto assets to be measured at fair value, with changes in fair value recognized in net income. Fair value is determined in accordance with ASC 820 – Fair Value Measurement, using quoted prices in active markets. The Company has designated a principal market based on the market that the Company has access to and has the greatest volume and level of activity of BNB for determining the fair value of BNB tokens.
The Company deposits certain digital assets with a third-party exchange to facilitate trading activities. Assets held on this exchange are maintained in accounts under the Company’s exclusive control. The activity from remeasurement of digital assets at fair value is reflected in the condensed consolidated statements of operations within gain/loss from fair value measurement of digital assets. Realized gains and losses from the derecognition of digital assets would be included in the realized gain/loss on digital assets in the condensed consolidated statements of operations. Although the Company has not disposed of any digital assets during the reporting period, in the event there are disposals in the future, the Company will use the specific identification method to calculate the realized gains/losses on digital assets.
Sales and purchases of digital assets are reflected as cash flows from investing activities in the condensed consolidated statements of cash flows. Digital assets purchased using USDC are reflected as non-cash investing activities in the condensed consolidated statements of cash flows.
Investment in Digital Asset Trust
The Company currently holds units of OBNB Osprey BNB Chain Trust (the “OBNB Trust Units”), as detailed more in Note G. The OBNB Trust Units are publicly traded and have readily determinable fair value as defined in ASC 321-10-20. Accordingly, the Company measures the OBNB Trust Units at fair value with changes in fair value recognized in earning in the period of change.
Preferred Stock
The Company classifies preferred stock as temporary equity when the underlying redemption features are not solely within the Company's control, in accordance with ASC 480-10-S99-3A. Preferred stock classified as temporary equity is initially recorded at fair value, net of issuance costs, and is subsequently remeasured to its redemption amount only if redemption becomes probable or the instrument is currently redeemable.
Warrants Classified as a Liability
The Company evaluates its warrants in accordance with ASC 480 “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that due to the terms of its Series B-2 Pre-Funded Warrants they should be classified as a liability, as such, they were recorded as a liability on the condensed consolidated balance sheet and measured at fair value at inception and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the consolidated statement of operations in the period of change.
Off-Balance Sheet Arrangements
None.
Inflation
The effect of inflation on our revenue and operating results was not significant.
Item 3. — Quantitative and Qualitative Disclosures About Market Risk.
Information requested by this Item is not applicable as we are electing scaled disclosure requirements available to smaller reporting companies with respect to this Item.
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Item 4. — Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted an evaluation, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are those controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our Exchange Act filings is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were effective and the material weakness in our internal control over financial reporting as of September 30, 2025 has been remediated.
Remediation of Previously Identified Material Weakness
To remediate the material weakness identified during fiscal year ended September 30, 2025, we implemented controls to ensure that all inputs in our fair value calculations agree to the underlying documents and are properly reviewed. The applicable controls have been operating for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.
Changes in Internal Control over Financial Reporting
Other than as discussed above under “Remediation of Previously Identified Material Weakness,” there were no other changes in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
Item 1A. — Risk Factors.
In addition to the risk factors noted below and other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K of the Company filed with the SEC on December 22, 2025, and as updated and supplemented in subsequent filings. These risk factors could materially harm our business, operating results and financial condition. Additional factors and uncertainties not currently known to us or that we currently consider immaterial also may materially adversely affect our business, financial condition or future results.
The Series B-1 Preferred and Series B-2 Preferred carry liquidation preferences and dividend obligations that rank senior to our Common Stock and could adversely affect holders of our Common Stock
We have issued Series B-1 Preferred with a liquidation preference of $1.05 per share and an 8% cumulative annual dividend, and Series B-2 Preferred with a liquidation preference of $0.38 per share and a 6% cumulative annual dividend. In the event of any liquidation, dissolution, or winding up of the Company, holders of Series B-1 and Series B-2 Preferred will be entitled to receive their respective liquidation preferences before any distribution is made to holders of Common Stock. The cumulative dividend obligations on the Series B-1 and Series B-2 Preferred will accrue regardless of whether we have funds legally available to pay them or whether our board of directors declares such dividends. To the extent dividends accrue and are unpaid, they will increase the effective liquidation preference owed to preferred holders. There can be no assurance that we will have sufficient assets to satisfy the liquidation preferences of the Series B-1 and Series B-2 Preferred in a liquidation event, and holders of Common Stock may receive little or nothing in such an event. The existence of these senior securities may also make it more difficult for us to raise additional equity capital on favorable terms in the future.
Our obligations under the Digital Asset Treasury Subsidiaries Guaranty (the "DATS Guaranty") in favor of the Guaranteed Parties could result in significant financial obligations and restrict our operational flexibility.
In connection with the May 2026 Private Placement, certain of our current and if applicable future subsidiaries, as defined in the DATS Guaranty the (“DATS Subsidiaries”), agreed to enter into the DATS Guaranty in favor of, at any time, all persons who are, at such time, registered holders of shares of the Preferred Stock or Prefunded Warrants on the books and records of the Company or its transfer agent, as applicable, and their respective permitted successors, assigns, and transferees who become registered holders of Preferred Stock (the “Guaranteed Parties”). Pursuant to the DATS Guaranty, each DAT Subsidiary has agreed to guarantee (a) all cash-payment obligations of the Company to the Guaranteed Parties under the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”), the Securities Purchase Agreement, the Inducement Agreement and the other transaction documents in respect of the Preferred Stock or otherwise, whether now existing or hereafter arising, including, without limitation: (i) all accrued and unpaid dividends (whether or not declared), including but not limited to compounded dividends, with respect to the Preferred Stock, as and when payable under the Certificate of Designations; (ii) cash due upon a holder’s redemption of Preferred Stock, if any, (iii) the Liquidation Preference, (as defined in the Certificate of Designations), payable with respect to the Preferred Stock upon a liquidation event (as defined in the Certificate of Designations); and (iv) any other monetary amount payable by the Company to any Guaranteed Party pursuant to the Certificate of Designations or the Securities Purchase Agreement or any other transaction document related to the May 2026 Private Placement; and (b) to the extent legally enforceable as a guaranty under applicable law, the economic damages suffered by any Guaranteed Party as a result of the Company’s failure to honor any right of exercise or conversion (or right associated therewith) of such Guaranteed Party under the Certificate of Designations, the Inducement Agreement, the Series F Warrants, or Prefunded Warrants that is not susceptible to cash performance by Guarantor, in each case measured by the fair market value, on the date of the Company’s failure, of the property the Company was required to deliver and failed to deliver.
Pursuant to the DATS Guaranty, each Guaranteed Party agrees to the appointment KGPLA Holdings LLC (the “Lead Investor”), as their representative for the purposes of the following:
| (i) | distributing notices to the guarantors, including the DAT Subsidiaries. on behalf of the Guaranteed Parties; |
| (ii) | delegating (in its reasonable discretion) all or any portion of the obligations and benefits of Lead Investor; |
| (iii) | enforcing the DATS Guaranty against any or all guarantors subject to approval by Guaranteed Parties holding more than 50% of the aggregate Liquidation Preference of the then-outstanding shares of Series B-1 Preferred Stock (the “Majority-in-Interest”); |
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| (iv) | holding any security interest, lien, pledge, account control, or other collateral package granted by any guarantor under or in connection with the agreement for the ratable benefit of all Guaranteed Parties, and administering any enforcement or release of such collateral at the direction of the Majority-in-Interest; and |
| (v) | acting as the sole party with standing and authority to bring any enforcement action, suit, or proceeding with respect to the agreement. |
No individual Guaranteed Party has independent standing to sue any guarantor under the DATS Guaranty, but shall rely upon the Lead Investor for enforcement in accordance with the DATS Guaranty. Upon an Event of Default, as defined in the DATS Guaranty, the Lead Investor, at the direction of the Majority-in-Interest may declare all guaranteed obligations to be immediately due and payable.
The DATS Guaranty obligates us to ensure that our DAT Subsidiaries operate in accordance with the Digital Asset Treasury Procedures and imposes financial and operational restrictions on how we manage and deploy the digital assets and cash held by those subsidiaries. In the event our DAT Subsidiaries fail to meet their obligations, or we fail to comply with the terms of the DATS Guaranty, we could be required to make payments or take other remedial actions that could materially and adversely affect our financial condition, liquidity, and results of operations. There can be no assurance that we will be able to satisfy our obligations under the DATS Guaranty if they are triggered.
KGPLA Holdings LLC, as Lead Investor, has significant control rights over our Digital Asset Treasury operations that may limit our ability to manage our business and digital assets independently.
Pursuant to the terms of the May 2026 Private Placement, KGPLA Holdings LLC, as Lead Investor, holds significant contractual control rights over our digital asset treasury strategy through its rights under the DATS Guaranty and related transaction documents. These rights include oversight over the Digital Asset Treasury Procedures governing how our DAT Subsidiaries acquire, hold, and deploy digital assets, including BNB. The Lead Investor's control rights may limit our board of directors' and management's ability to independently make decisions regarding our digital asset strategy, the deployment of treasury assets, and related operational matters. This concentration of contractual influence in a single investor could result in decisions that are not in the best interests of all stockholders and could make it more difficult for us to pursue alternative strategic directions or respond quickly to changing market conditions. In addition, any disputes with the Lead Investor regarding the exercise of these rights could result in litigation or other proceedings that could be costly and disruptive to our business.
We are obligated to contribute digital assets and excess cash to our DAT Subsidiaries, which could limit our liquidity and our ability to respond to unanticipated cash needs.
Under the terms of the May 2026 Private Placement, we are obligated to contribute digital assets and excess cash (as defined in the transaction documents) to our DAT Subsidiaries for deployment in accordance with our BNB Strategy. This obligation reduces the amount of liquid assets available to the parent company for general corporate purposes, working capital, and unanticipated expenses. Digital assets, including BNB, are highly volatile and their value may decline significantly after contribution to the DAT Subsidiaries, reducing the effective value of our treasury assets. Furthermore, once contributed to the DAT Subsidiaries, the deployment of such assets will be subject to the Digital Asset Treasury Procedures and the oversight rights of the Lead Investor, limiting our ability to redeploy those assets for other corporate purposes even in the event of a liquidity shortfall at the parent company level. This structural separation of assets between the parent company and the DAT Subsidiaries could impair our ability to meet our obligations as they come due and could adversely affect the holders of our Common Stock.
If we are unable to raise sufficient additional capital on acceptable terms, we may be unable to expand our BNB reserves, which could adversely affect our liquidity, financial condition and growth prospects.
We completed the SPA Private Placement on May 28, 2026 and July 20, 2026 and the Inducement Private Placement on June 30, 2026, whereby we agreed to use the proceeds received from the private placements in excess of the General Proceeds solely for contributions to Build & Build, LLC, a Delaware limited liability company, and BNBX Ltd., a British Virgin Islands business company, each a 100% owned subsidiary of the Company, and such other wholly-owned subsidiary or subsidiaries of the Company as may from time to time hold Digital Assets, as defined in the Securities Purchase Agreement, or may become additional guarantors pursuant to the DATS Guaranty. The Company has agreed to promptly, but no later than forty-five (45) days following the Initial Closing of the Securities Purchase Agreement, contribute or cause to be contributed, any cash (except for the General Proceeds, certain cash and accounts receivable of the Company, and operating cash flows attributable to the Company’s LineaRx business) and Digital Assets owned or held by the Company or any of its subsidiaries that are not DAT Subsidiaries to a DAT Subsidiary that is a guarantor party to the DATS Guaranty, and that such cash and Digital Assets shall be held solely in a DAT Subsidiary. The Company has also agreed that any Digital Assets acquired by the Company or any of its subsidiaries that are not DAT Subsidiaries, will be contributed to a DAT Subsidiary that
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is a guarantor party to the DATS Guaranty on or immediately following the date of acquisition. To the extent holders exercise the warrants sold pursuant to the May 2026 Private Placement, we may acquire additional BNB at market prices, which could magnify our exposure to BNB price volatility. If we are unable to raise sufficient additional capital through warrant exercises, an at-the-market facility or other equity financings on acceptable terms, we may be unable to expand our BNB reserve, which could adversely affect the price of our Common Stock, as well as adversely affecting our business, financial condition and results of operations.
Our Common Stock has been delisted from The Nasdaq Capital Market and now trades on the OTCQB Venture Market, which may result in reduced liquidity, greater price volatility, and decreased analyst coverage, and may adversely affect your ability to sell your shares at a favorable price.
Our Common Stock was previously listed on The Nasdaq Capital Market under the symbol "BNBX" and is now traded on the OTCQB Venture Market. The OTCQB is generally considered to be a less liquid and less efficient market than national securities exchanges such as Nasdaq or the NYSE. As a result of this transition, you may experience the following:
| ● | Reduced liquidity. Trading volume on the OTCQB is typically significantly lower than on national securities exchanges. This reduced liquidity may make it more difficult for you to buy or sell shares of our Common Stock at the time and price you desire, and large transactions may have a disproportionate effect on the market price of our Common Stock. |
| ● | Greater price volatility. Securities traded on the OTCQB may be subject to greater price volatility than securities listed on national securities exchanges due to lower trading volumes, fewer market makers, and less analyst coverage. |
| ● | Reduced institutional interest. Many institutional investors, including mutual funds, pension funds, and other large investors, are prohibited by their investment guidelines or applicable regulations from purchasing or holding securities that are not listed on a national securities exchange. As a result, the market for our Common Stock may be limited primarily to retail investors, which could further reduce liquidity and increase price volatility. |
| ● | Reduced analyst coverage. Securities listed on national securities exchanges typically receive broader coverage from securities analysts than securities traded on the OTCQB. The loss of analyst coverage following our delisting from Nasdaq may reduce investor awareness of our Company and adversely affect demand for our Common Stock. |
| ● | Penny stock regulations. Because our Common Stock is no longer listed on a national securities exchange and trades below $5.00 per share, it may be considered a "penny stock" under Rule 15g-9 of the Exchange Act unless an exclusion is available under the rule. At this time no exemption applied and our Common Stock is considered a “penny stock” under Rule 15g-9. These rules impose additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and "accredited investors." For transactions covered by these rules, a broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written consent prior to the transaction. These requirements may reduce trading activity in the secondary market for our Common Stock and make it more difficult for investors to sell their shares. |
| ● | Inability to incorporate by reference. Because our Common Stock is traded on the OTCQB and we do not currently meet the exclusions from the definition of "penny stock" under Rule 3a51-1 of the Exchange Act, we are unable to incorporate by reference into this registration statement our previously filed annual reports, quarterly reports, and other SEC filings pursuant to General Instruction VII(D)(1)(c) of Form S-1. As a result, this prospectus includes or reproduces in full all financial statements, management's discussion and analysis, and other disclosure that would otherwise be incorporated by reference, which may result in a longer and more complex prospectus than investors are accustomed to reviewing for similarly-sized companies. |
There can be no assurance that our Common Stock will ever be relisted on a national securities exchange. If we are unable to meet the listing standards of Nasdaq, the NYSE, or another national securities exchange in the future, our Common Stock will continue to trade on the OTCQB or potentially on a lower-tier OTC market, which could further adversely affect the liquidity and market price of our Common Stock and our ability to raise capital through equity offerings.
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Certain Risks and Potential Disadvantages Associated with a Reverse Stock Split
We cannot assure you that the proposed Reverse Stock Split will increase the price of our common stock.
At our special meeting of stockholders held on April 28, 2026 (the “Special Meeting”), our stockholders granted our Board of Directors discretionary authority for 12 months to amend our Certificate of Incorporation to effect a reverse stock split of our outstanding and treasury shares of common stock, at a ratio in the range from one-for-five to one-for-thirty, with such specific ratio to be determined by the Board of Directors following the Special Meeting, while leaving the number of authorized shares of common stock unchanged (the “Reverse Stock Split ”)
There are risks associated with the potential Reverse Stock Split, including that the Reverse Stock Split may not result in an increase in the per share price of our common stock. We cannot predict whether the Reverse Stock Split, if effected, will increase the market price of our common stock. The history of similar stock split combinations for us and companies in like circumstances is varied. There is no assurance that:
| ● | the market price per share of our common stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split; |
| ● | the Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks; |
| ● | the Reverse Stock Split will result in a per share price that will increase our ability to attract and retain employees; |
| ● | the market price per share will either exceed or remain in excess of $1.00, the Minimum Bid Price Requirement by Nasdaq for listing; or |
| ● | w would otherwise meet the Nasdaq listing requirements even if the per share market price of our common stock after the Reverse Stock Split meets the Minimum Bid Price Requirement. |
The market price of our common stock will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a Reverse Stock Split. Furthermore, the liquidity of our common stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split.
The proposed Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs.
If effected, the Reverse Stock Split may decrease the liquidity of our common stock because fewer shares would be outstanding after the Reverse Stock Split. The Reverse Stock Split could result in some stockholders owning “odd-lots” of less than 100 shares of common stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.
If the Nasdaq Listing Council grants our request for the Listing Council Review, and such review results in our Common Stock resuming to be traded on the Nasdaq Capital Market, the Nasdaq Reverse Split Rule will apply until at least March 14, 2027 and if the Reverse Stock Split is implemented we would be subject to Nasdaq’s Reverse Split Rule for at least one year after the effectiveness of the Reverse Stock Split.
We effected a one-for-fifty reverse stock split on March 14, 2025 and a one-for-fifteen reverse stock split on June 2, 2025. Accordingly, if the Nasdaq Listing Council grants our request for the Listing Council Review, and such review results in our Common Stock resuming to be traded on the Nasdaq Capital Market, based on our prior reverse stock splits we would be subject to Nasdaq’s Reverse Split Rule until at least March 14, 2027. Should our Board of Directors effect the Reverse Stock Split, and our Common Stock resumed trading on Nasdaq, we would be subject to Nasdaq’s Reverse Split Rule for at least one year after the effectiveness of the Reverse Stock Split.
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If the Reverse Stock Split is effected, the resulting per-share market price may not attract institutional investors or investment funds and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of our common stock may not improve.
While our Board of Directors believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split, if effected, will result in a per-share market price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our common stock may not necessarily improve if the Reverse Stock Split is effected.
A decline in the market price of our common stock after the Reverse Stock Split, if effected, may result in a greater percentage decline than would occur in the absence of the Reverse Stock Split.
If the Reverse Stock Split is effected and the market price of our common stock declines, the percentage decline may be greater than would occur in the absence of the Reverse Stock Split. The market price of our common stock will, however, also be based upon our performance and other factors, which are unrelated to the number of shares of common stock outstanding.
Stockholders May Suffer Substantial Dilution if the Reverse Stock Split is Effected.
If the Reverse Stock Split is effected, stockholders may suffer substantial dilution as a result of certain provisions contained in the Series A Warrants. The Series A Warrants include a provision that resets their exercise price in the event of a reverse split of Common Stock, to a price equal to the lesser of (i) the then exercise price of $5.13 per share and (ii) the daily lowest volume weighted average price (VWAP) during the period commencing five trading days immediately preceding and five trading days commencing on the date we effect a reverse stock split with a proportionate adjustment to the number of shares underlying such warrants. As a result, if the Reverse Stock Split is effected, the reset of the exercise price and the corresponding increase in the number of shares issuable upon exercise of the Series A Warrants could result in substantial dilution to our existing stockholders.
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Item 6. — Exhibits.
| | | | | | | | | | |||
| | | | | | Incorporated by Reference to SEC Filing | | Filed or Furnished with | ||||
Exhibit | | | | | | Exhibit | | | | | | this Form |
No. | | Filed Exhibit Description | | Form | | No. | | File No. | | Date Filed | | 10-Q |
3.1 | | Conformed version of Certificate of Incorporation of Applied DNA Sciences, Inc., as most recently amended by the Eighth Certificate of Amendment, effective June 2, 2025 | | S-8 | | 3.1 | | 333-293084 | | 01/30/2026 | | |
3.2 | | Conformed version of By-Laws, as amended by the Certificate of Amendment to the By-laws, effective November 7, 2024 | | S-1 | | 3.2 | | 333-283315 | | 11/19/2024 | | |
3.4 | | Certificate of Designation of Series B-1 Preferred Stock | | 8-K | | 3.1 | | 001-36745 | | 5/26/2026 | | |
3.5 | | Certificate of Designation of Series B-2 Preferred Stock | | 8-K | | 3.2 | | 001-36745 | | 5/26/2026 | | |
4.1 | | Form of Series B-1 Prefunded Warrant | | 8-K | | 4.1 | | 001-36745 | | 5/26/2026 | | |
4.2 | | Form of Series B-2 Prefunded Warrant | | 8-K | | 4.2 | | 001-36745 | | 5/26/2026 | | |
4.3 | | Form of Series F Common Stock Purchase Warrant | | 8-K | | 4.3 | | 001-36745 | | 5/26/2026 | | |
4.4# | | Form of Transferable Rights Agreement, and Form of Rights Certificate as Exhibit A | | 8-K | | 4.4 | | 001-36745 | | 5/26/2026 | | |
10.1# | | Form of Securities Purchase Agreement, dated May 26, 2026 | | 8-K | | 10.1 | | 001-36745 | | 5/26/2026 | | |
10.2# | | Form of Warrant Inducement and Exchange Agreement, dated May 26, 2026 | | 8-K | | 10.2 | | 001-36745 | | 5/26/2026 | | |
10.3 | | Form of Guaranty Agreement, dated May 26, 2026 | | 8-K | | 10.3 | | 001-36745 | | 5/26/2026 | | |
10.4# | | Form of Registration Rights Agreement, dated May 26, 2026 | | 8-K | | 10.4 | | 001-36745 | | 5/26/2026 | | |
10.5 | | First Amendment to the Registration Rights Agreement, dated June 23, 2026, by and among BNB Plus Corp., Comstock Multichain Fund, and KGPLA Holdings LLC. | | 8-K | | 10.1 | | 001-36745 | | 7/2/2026 | | |
10.6 | | Termination, Standstill, and Mutual Release Agreement, dated July 23, 2026, by and among BNB Plus Corp., JR Pasch, Joshua Kruger, Patrick Horsman, Cypress LLC, and Cypress Management LLC. | | | | | | | | | | X |
31.1* | | Certification of Chief Executive Officer, pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | | X |
31.2* | | Certification of Chief Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | | X |
32.1** | | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | | X |
32.2** | | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | | X |
101 INS* | | Inline XBRL Instance Document | | | | | | | | | | X |
101 SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | | | X |
101 CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | X |
101 DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | X |
101 LAB* | | Inline XBRL Extension Label Linkbase Document | | | | | | | | | | X |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) | | | | | | | | | | X |
* Filed herewith
** Furnished herewith
+ Management contract or compensatory plan or arrangement.
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# Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in any such filing.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BNB Plus Corp. | |
| ||
Dated: August 13, 2026 | | /s/ CLAY SHORROCK |
| Clay Shorrock | |
| Chief Executive Officer | |
| (Duly authorized officer and principal executive officer) | |
| ||
| /s/ BETH JANTZEN | |
Dated: August 13, 2026 | | Beth Jantzen, CPA |
| Chief Financial Officer | |
| (Duly authorized officer and principal financial and accounting officer) |
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