BNB Plus (NASDAQ: BNBX) details $4.3M preferred stock financing

Q: How much new capital did BNB Plus (BNBX) raise from recent inducement agreements?

Closings on June 23–24, 2026 under inducement agreements raised $1.54 million in gross proceeds. Two additional inducement agreements signed on June 10, 2026 are expected to contribute about $0.22 million , bringing total expected gross proceeds to $4.3 million with the SPA.

Q: What securities did BNB Plus (BNBX) issue or agree to issue in these transactions?

BNB Plus agreed to issue Series B-1 Preferred Stock , Series B-2 Preferred Stock , Series B-2 Prefunded Warrants , and Series F Warrants . These instruments collectively can convert or be exercised into preferred shares and ultimately common stock, under terms described in prior filings.

Q: When are the remaining BNB Plus (BNBX) inducement agreements expected to close?

Two additional inducement agreements signed on June 10, 2026 are expected to close on or before July 1, 2026 . Upon closing, BNB Plus will have completed all five inducement agreements referenced alongside the Securities Purchase Agreement.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

BNB Plus Corp. entered into additional inducement agreements and unregistered equity transactions tied to its prior financing, resulting in total expected gross proceeds of $4.3 million from preferred stock and warrant issuances. Closings on June 23–24, 2026 brought in $1.54 million from three exchanging holders.

Two further inducement agreements signed on June 10, 2026 are expected to close on or before July 1, 2026, adding about $0.22 million. Across the SPA and five inducement agreements, the company will issue millions of shares of Series B-1 and Series B-2 Preferred Stock and related warrants, which are convertible into up to 7,902,217 shares of common stock under specified terms.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Recent inducement proceeds: $1.54 million Expected additional inducement proceeds: $0.22 million Total expected proceeds: $4.3 million +5 more

8 metrics

Recent inducement proceeds $1.54 million Gross proceeds from three Inducement Agreements closed June 23–24, 2026

Expected additional inducement proceeds $0.22 million Anticipated gross proceeds from two Inducement Agreements signed June 10, 2026

Total expected proceeds $4.3 million Aggregate gross proceeds from SPA and five Inducement Agreements

Series B-1 Preferred shares (new inducements) 1,318,936 shares Sold to three Exchanging Holders at June 23–24, 2026 closings

Series B-2 Preferred shares (new inducements) 1,195,735 shares Sold to three Exchanging Holders at June 23–24, 2026 closings

Series B-2 Prefunded Warrants 2,303,620 warrants Prefunded warrants to purchase Series B-2 Preferred Stock issued in inducements

Total Series B-1 Preferred (SPA + inducements) 3,892,319 shares Aggregate issued or to be issued under SPA and five Inducement Agreements

Common shares on conversion 7,902,217 shares Common stock issuable upon conversion of Preferred Stock, including from prefunded warrants

Key Terms

Securities Purchase Agreement, Inducement Agreements, Series B-1 Preferred Stock, Series B-2 Prefunded Warrants, +2 more

6 terms

Securities Purchase Agreement financial

"entry into (1) a Securities Purchase Agreement (“SPA”) with an accredited investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Inducement Agreements financial

"Warrant Inducement and Exchange Agreements (each an “Inducement Agreement”), with certain investors"

Series B-1 Preferred Stock financial

"purchase Series B-1 Preferred Stock, and/or Series B-1 Prefunded Warrants in lieu thereof"

Series B-2 Prefunded Warrants financial

"Series B-2 Prefunded Warrants to purchase 2,303,620 shares of Series B-2 Preferred Stock"

Regulation D regulatory

"Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Section 4(a)(1) regulatory

"exemption from the registration requirement of the Securities Act of 1933 pursuant to Section 4(a)(1)"

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 04:26 PM Accepted by SEC EDGAR 06/25/2026 - 04:26 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 26, 2026

BNB Plus Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-36745

(Commission File Number)

59-2262718

(IRS Employer

Identification No.)

25 Health Sciences Drive

Stony Brook, New York 11790

(Address of principal executive offices) (Zip Code)

631-240-8800

(Registrants’ telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		BNBX		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Explanatory Note

On May 27, 2026, BNB Plus Corp., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original 8-K”), as amended by Current Report on Form 8-K/A filed on June 3, 2026 (collectively with the Original 8-K the “Prior Filings”) related to the entry into (1) a Securities Purchase Agreement (“SPA”) with an accredited investor (the “Purchaser”), pursuant to which the purchaser (“Purchaser”) agreed to purchase Series B-1 Preferred Stock, and/or Series B-1 Prefunded Warrants in lieu thereof, and Common Warrants, at an offering price of $1.05 per share for an aggregate subscription amount of $2.5 million, and; (2) Warrant Inducement and Exchange Agreements (each an “Inducement Agreement”), with certain investors (each an “Exchanging Holder”) who participated in the Company’s private placements that closed on October 3, 2025 and October 23, 2025 (collectively the “2025 PIPE”), whereby each Exchanging Holder agreed to (i) exercise for cash a certain percentage of outstanding Series E Common Stock Purchase Warrants (the “Series E Warrants”); (ii) exchange common stock of the Company, par value $0.001 per share (“Common Stock”); and (iii) exchange pre-funded warrants, held by the Exchanging Holder, to receive convertible preferred stock and other securities, as described in the Original 8-K.

The Prior Filings describe the terms of the transactions contemplated by the SPA and Inducement Agreements and the closing of the SPA on May 28, 2026. This Amendment No. 2 to Current Report on Form 8-K/A (this “Second Amendment”) is being filed to supplement the Prior Filings to (1) announce the entry into additional Inducement Agreements in connection with the Transactions contemplated by the Prior Filings, (2) report the closing of Inducement Agreements with two investors on June 23, 2026, and one investor on June 24, 2026, and (3) report the total number of Series B-1 Preferred Stock, Series B-2 Preferred Stock, and Series B-2 Prefunded Warrants to be issued in connection with the five Inducement Agreements.

Except as expressly set forth herein, this Second Amendment does not amend the Prior Filings in any way and does not modify or update any other disclosures contained in the Prior Filings. This Second Amendment supplements the Prior Filings and should be read in conjunction with the Prior Filings. Except as defined herein, capitalized terms have the same meaning as defined in the Prior Filings.

Item 3.02 Unregistered Sales of Equity Securities

On June 23, 2026 and June 24, 2026, the Company closed the transactions contemplated by Inducement Agreements entered into between the Company and three Exchanging Holders, and sold and issued to the Exchanging Holders 1,318,936 shares of Series B-1 Preferred Stock, 1,195,735 shares of Series B-2 Preferred Stock, and Series B-2 Prefunded Warrants to purchase 2,303,620 shares of Series B-2 Preferred Stock, for aggregate gross proceeds of $1.54 million. In addition, on June 10, 2026, the Company entered into Inducement Agreements with two Exchanging Holders and expects to issue such Exchanging Holders upon closing an aggregate of 192,430 shares of Series B-1 Preferred Stock and 510,543 shares of Series B-2 Preferred Stock for anticipated aggregate gross proceeds of approximately $0.22 million. The closing of the two inducement agreements is expected to occur on or before July 1, 2026.

Upon the closing of the two inducement agreements the Company will have issued, pursuant to the SPA and the five Inducement Agreements, an aggregate of 3,892,319 shares of Series B-1 Preferred Stock, 1,706,278 shares of Series B-2 Preferred Stock, Series B-2 Prefunded Warrants to purchase 2,303,620 shares of Series B-2 Preferred Stock, and Series F Warrants to purchase 2,380,953 shares of Common Stock, for aggregate gross proceeds of $4.3 million. Subject to adjustments set forth in the applicable Certificate of Designation for the Series B-1 Preferred and Series B-2 Preferred, an aggregate of 7,902,217 shares of Common Stock will be issuable upon conversion of the Preferred Stock, including any Preferred Stock issuable upon exercise of the Series B-2 Prefunded Warrants.

The issuance by the Company of the Series B-1 Preferred Stock and Common Warrants in connection with the SPA, and the offer of Preferred Stock, Preferred Stock Shares, Prefunded Warrants, Prefunded Warrant Shares, Rights, Common Warrants, and Common Warrant Shares pursuant to the SPA and Inducement Agreements, was made in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(1) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The securities that were issued pursuant to the SPA and Inducement Agreements have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BNB Plus Corp.

Date: June 25, 2026	By:	/s/ Clay Shorrock
	Name:	Clay Shorrock
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What financing did BNB Plus Corp. (BNBX) report in this 8-K/A?

BNB Plus Corp. reported unregistered sales of preferred stock and warrants linked to a prior financing, with total expected gross proceeds of $4.3 million. These proceeds come from a Securities Purchase Agreement and five related inducement agreements with existing investors.

How much new capital did BNB Plus (BNBX) raise from recent inducement agreements?

Closings on June 23–24, 2026 under inducement agreements raised $1.54 million in gross proceeds. Two additional inducement agreements signed on June 10, 2026 are expected to contribute about $0.22 million, bringing total expected gross proceeds to $4.3 million with the SPA.

What securities did BNB Plus (BNBX) issue or agree to issue in these transactions?

BNB Plus agreed to issue Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-2 Prefunded Warrants, and Series F Warrants. These instruments collectively can convert or be exercised into preferred shares and ultimately common stock, under terms described in prior filings.

How many BNB Plus (BNBX) common shares could be issued from these preferred and warrant deals?

Subject to adjustment terms, the preferred stock issued and issuable under the SPA and inducement agreements can convert into up to 7,902,217 shares of common stock. This includes preferred shares issuable upon exercise of the Series B-2 prefunded warrants.

Were BNB Plus (BNBX) securities in this financing registered with the SEC?

The securities issued under the SPA and inducement agreements were not registered under the Securities Act. They were sold relying on exemptions under Section 4(a)(1) and/or Rule 506(b) of Regulation D, and applicable state securities laws.

When are the remaining BNB Plus (BNBX) inducement agreements expected to close?

Two additional inducement agreements signed on June 10, 2026 are expected to close on or before July 1, 2026. Upon closing, BNB Plus will have completed all five inducement agreements referenced alongside the Securities Purchase Agreement.

Filing Exhibits & Attachments

3 documents