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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 28, 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 |
|
OTCQB Venture 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
This Amendment No. 1 on Form 8-K/A (the “Amendment”)
amends the Current Report on Form 8-K filed by BNB Plus Corp. (the “Company”) with the U.S. Securities and Exchange Commission
on October 1, 2026 (the “Original 8-K”). This Amendment is being filed solely to correct an inadvertent administrative
error on the Cover Page of the Original 8-K. Specifically, the Original 8-K incorrectly stated that the name of the Company’s exchange
on which the Company’s securities are registered was The Nasdaq Stock Market, when the correct name of the Company’s exchange
on which the Company’s securities are registered is the OTCQB Venture Market. No other changes are being made to the Original 8-K.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 28, 2026,
the Company entered into a Second Amendment (the “Amendment”), to the Registration Rights Agreement, dated May 26, 2026, as
amended by the First Amendment to the Registration Rights Agreement, dated June 23, 2026 (the “Agreement”), with holders of
50.1% or more (the “Purchasers”) of the Registrable Securities.
Under the Agreement,
the Company was required to prepare and file a registration statement for the Registrable Securities within 30 days of May 26, 2026, which
was extended to 30 days following the final closing date of the related private securities offering. The Amendment removed such registration
requirement and replaced it with an obligation to file a registration statement upon holders of at least 51% in interest of the then-outstanding
Registrable Securities demanding that the Company file a Registration Statement covering the resale of any or all Registrable Securities
(a “Demand”) (such date that the Company receives Demand the “Demand Date”). Holders of Registrable Securities
can make no more than two Demands. Upon receipt of a Demand, the Company is obligated to prepare and file a registration statement on
or prior to 45th calendar day following the Demand Date.
Each signatory to the
Amendment also irrevocably waived any failure by the Company to perform its obligations under the Agreement that occurred on or prior
to the date of the Amendment and released the Company from any and all claims relating thereto.
All capitalized terms
used but not defined herein have the meanings ascribed to them in the Agreement.
The foregoing description
of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the
Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Second Amendment to the Registration Rights Agreement, dated September 28, 2026, by and among BNB Plus Corp., Comstock Multichain Fund, and KGPLA Holdings LLC. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 2, 2026 |
By: |
/s/ Clay Shorrock |
| |
Name: |
Clay Shorrock |
| |
Title: |
Chief Executive Officer |
