BNB Plus wins approval for reverse stock split authority

BNB Plus Corp. held a special stockholder meeting on April 28, 2026, where investors approved giving the Board of Directors flexibility to carry out a reverse stock split.

Rhea-AI Filing Summary

BNB Plus Corp. held a special stockholder meeting on April 28, 2026, where investors approved giving the Board of Directors flexibility to carry out a reverse stock split. The Board may, for 12 months, choose a reverse split ratio between one-for-five and one-for-thirty of the company’s outstanding and treasury common shares, while keeping the number of authorized shares unchanged.

Stockholders also approved the ability to adjourn and reconvene the special meeting if more time were needed to gather votes for the reverse split or to establish a quorum. Both proposals received strong support based on the final voting results reported.

Insights

Capital structure analyst

Stockholders approved flexible reverse split authority for BNB Plus, but no split ratio or timing is set yet.

BNB Plus Corp. received stockholder approval to let its Board implement a reverse stock split within a one-for-five to one-for-thirty range over the next 12 months. The number of authorized common shares remains unchanged, so this is purely a share-count and price-per-share adjustment mechanism.

The approval does not automatically trigger a reverse split; it only permits the Board to act if and when it decides conditions warrant it. Actual effects on shareholders will depend on whether the Board uses this authority, the specific ratio chosen, and any future context the company provides when announcing an implementation decision.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Reverse split ratio range: one-for-five to one-for-thirty Reverse split authority duration: 12 months Votes for reverse split proposal: 2,420,538 votes +3 more

6 metrics

Reverse split ratio range one-for-five to one-for-thirty Board authority approved at April 28, 2026 special meeting

Reverse split authority duration 12 months Board may implement reverse split within this period

Votes for reverse split proposal 2,420,538 votes Reverse Split Proposal approval

Votes against reverse split proposal 317,840 votes Reverse Split Proposal opposition

Votes for adjournment proposal 2,400,755 votes Adjournment authority approval

Votes against adjournment proposal 314,899 votes Adjournment proposal opposition

Key Terms

reverse stock split, Certificate of Incorporation, treasury shares, emerging growth company, +1 more

5 terms

reverse stock split financial

"to effect a reverse stock split of the Company’s outstanding and treasury shares of common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Certificate of Incorporation regulatory

"to amend the Company’s Certificate of Incorporation to effect a reverse stock split"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

treasury shares financial

"reverse stock split of the Company’s outstanding and treasury shares of common stock"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

adjournment of the Special Meeting regulatory

"To approve an adjournment of the Special Meeting from time to time, if necessary or appropriate"

Adjournment of the special meeting is the formal pause or postponement of a shareholder meeting to a later date and time, often declared when more time is needed to gather votes, information, or to resolve procedural issues. For investors it matters because it delays final decisions on corporate actions—like mergers, leadership changes or approvals—affecting the timeline for potential stock-price moves and giving shareholders extra time to consider or change their votes, similar to hitting pause on a group decision until everyone can be ready.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BNBX stockholders approve at the April 28, 2026 special meeting?

Stockholders approved giving the Board 12 months of discretionary authority to implement a reverse stock split of BNB Plus Corp.’s common stock and also approved the option to adjourn and reconvene the special meeting if additional votes were needed.

What reverse stock split range did BNB Plus Corp. (BNBX) stockholders authorize?

Stockholders authorized a reverse stock split ratio range from one-for-five to one-for-thirty of BNB Plus Corp.’s outstanding and treasury common shares, allowing the Board to later select the exact ratio within that range if it proceeds.

Did the BNBX reverse stock split approval change authorized share counts?

The approval specifically allows a reverse stock split of outstanding and treasury common shares while keeping the number of authorized common shares unchanged. This means only the share count and per-share price would be adjusted if a split is implemented.

What were the voting results for the BNB Plus Corp. reverse split proposal?

The reverse split proposal received 2,420,538 votes for, 317,840 votes against, and 11,866 abstentions. These results led to approval of the proposal and grant the Board the described discretionary authority for 12 months.

What was the outcome of the adjournment proposal at BNB Plus Corp.’s special meeting?

The adjournment proposal was approved with 2,400,755 votes for, 314,899 votes against, and 34,590 abstentions. This allows the company to adjourn and reconvene the special meeting if needed to solicit additional votes or establish a quorum.

Does BNB Plus Corp.’s approval mean a reverse stock split will definitely occur?

The approval does not guarantee a reverse stock split will occur. It grants the Board of Directors discretionary authority for 12 months to decide whether to implement a split and, if so, to choose a ratio between one-for-five and one-for-thirty.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/29/2026 - 04:10 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 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		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. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 28, 2026, BNB Plus Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The following proposals were voted on and were approved by the Company’s stockholders at the Special Meeting with the stockholders having voted as set forth below:

I. To grant the Board of Directors (the “Board”) discretionary authority for 12 months to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s 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 Company’s Board following the Special Meeting, while leaving the number of authorized shares of common stock unchanged (the “Reverse Split Proposal”).

Votes For		Votes Against		Votes Abstained
2,420,538		317,840		11,866

II. To approve an adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of the Reverse Split Proposal if there are not sufficient votes at the time of the Special Meeting to adopt the Reverse Split Proposal or to establish a quorum.

Votes For		Votes Against		Votes Abstained
2,400,755		314,899		34,590

Each of the foregoing voting results from the Special Meeting is final. Based on the foregoing votes, each of the proposals was approved.

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: April 29, 2026	By:	/s/ Clay Shorrock
	Name:	Clay Shorrock
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB