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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):
October 2, 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. ¨
| |
Item 7.01. |
Regulation FD Disclosure. |
On October 2, 2026, BNB Plus Corp. (the “Company”)
issued a press release announcing its strategic transition. A copy of the press release is being furnished herewith as Exhibit 99.1.
The information under this Item 7.01, including
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the
“Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference
into the filings of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release dated October 2, 2026. |
| 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 |
Exhibit 99.1
BNB Plus Corp. Announces Strategic Shift to
Institutional Technology Infrastructure for Blockchain and AI; Outlines Plan to Monetize Assets
Company transitions from pure digital asset
treasury model to operating infrastructure supporting digital asset and AI applications; plans to unlock value from LineaRx business unit
STONY BROOK, N.Y. — October 2, 2026 —
BNB Plus Corp. (OTCQB: BNBX) (“BNBX” or the “Company”) today announced that the Company will transition from its current
strategy as a digital asset treasury company focused exclusively on the BNB Chain ecosystem into an operating company focused on the deployment
of infrastructure necessary for financial institutions and enterprises to adopt, operate, and utilize emerging open network technologies,
including blockchain and agentic AI.
As blockchain
networks mature and agentic AI creates new forms of machine-driven financial and commercial activity, BNBX believes value creation will
increasingly shift from solely holding digital assets to building and operating the complex layers of infrastructure, software and services
required to put these technologies to work at institutional scale.
Accordingly, BNBX intends to move away from a
passive, treasury-oriented model and redirect its strategic focus and resources toward assembling a unique network deployment layer that
is purpose-built for these modern technology networks. Through this layer, the Company can enable institutions to deploy and utilize these
innovative technologies with the security assurances, resilience guarantees, risk management, regulatory compliance, and operational accountability
that are prerequisites for adoption in markets that currently rely on traditional financial rails.
While BNBX expects to remain an active participant
in the BNB Chain ecosystem (among others), it will focus on providing the infrastructure, integration capabilities, and deployment resources
required to advance blockchain, agentic AI, and other open network technologies from experimentation and speculation toward practical,
production-scale institutional use.
In order
to facilitate the shift in strategy, the Company is evaluating an expansion of its relationship with GlobalStake Infrastructure LLC (“GlobalStake”),
which has been leading the Company’s strategic review. “Web3 introduced a way of thinking about open networks that
becomes more valuable as AI matures and, in all likelihood, agentic AI becomes the ‘power user’ for these new technologies,”
said Richard Shorten, BNBX Chairman and Founder of GlobalStake.
Shorten added, “Decentralization, data sovereignty
and bespoke infrastructure capable of enterprise-grade risk management and compliance are among the core disciplines upon which the next
generation of open financial systems will be built. We intend to pioneer the transformation of these
powerful, but still emerging, technologies into robust institutional-grade financial infrastructure capable of supporting real-world financial
and commercial activity.”
In addition, the Company intends to evaluate several
options to strengthen the strategic positioning of its subsidiary LineaRx, Inc. (“LRx”) within the genetic medicines market,
with the objective of realizing the value of LRx for BNBX stockholders. LRx’s enzymatic DNA manufacturing platform produces the high-quality
DNA used in the manufacture of mRNA and other genetic medicines, and the Company believes this capability is well aligned with the anticipated
growth of this market.
“We believe the promise of genetic medicines
has never been higher,” said Clay Shorrock, Chief Executive Officer of BNBX and President of LRx. “The industry’s recent
Phase 3 success of a personalized mRNA cancer therapy is a clear indication that individualized treatments can deliver meaningful clinical
benefit. The growth of genetic medicines will require a fast, reliable source of high-quality DNA, and we believe LRx is built to supply
it.”
About BNB Plus Corp.
BNB Plus Corp. is transitioning from a digital asset treasury company to an operating company focused on infrastructure for blockchain,
agentic AI and other open network technologies. Formerly Applied DNA Sciences, Inc., the Company also commercializes proprietary nucleic
acid production solutions for the biopharmaceutical and diagnostics markets through its LineaRx,
Inc. subsidiary. For more information, visit https://www.bnbx.io/ and https://linearxdna.com/.
About
GlobalStake
GlobalStake
is a SOC 2 Type II certified Web3 infrastructure company that provides validator operations, yield generation, and strategic advisory
services to protocol foundations, institutional investors, custodians, and exchanges. GlobalStake operates sovereign bare-metal infrastructure
across major blockchain networks and is a trusted staking yield partner to many of the world’s leading custodians, exchanges, and wallet
providers. For more information, visit www.globalstake.io.
Forward-Looking
Statements
This press
release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such
as “believe,” “continues,” “expect,” “focus,” “intend,” “may,” “will,”
“potential,” “likelihood,” “plan,” “can,” “anticipate,” and other words of
similar meaning. These forward-looking statements include, without limitation, statements regarding the Company’s strategic transition
from a digital asset treasury to an operating company focused on institutional technology infrastructure; the Company’s plans to
assemble infrastructure supporting blockchain, agentic AI and other open network technologies; technological and market trends, including
network deployment and use of agentic AI; future announcements and priorities; the Company’s options to strengthen the strategic
positioning of LRx within the genetic medicines market; the expansion and anticipated benefits of the Company’s strategic relationship
with GlobalStake; the Company’s capital allocation and capital structure initiatives; the future development, growth and potential
monetization of the Company’s LRx business; the Company’s continued participation in the BNB Chain ecosystem; the Company’s
plans, objectives, expectations and intentions regarding its future operations, strategy, financial position and efforts to enhance shareholder
value.
These forward-looking
statements are based on current expectations, estimates, assumptions, and projections, and involve known and unknown risks, uncertainties,
and other factors, many of which are beyond the Company’s control, that may cause actual results, performance, or achievements to differ
materially from those expressed or implied by such statements. Each forward-looking statement contained in this press release is subject
to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable
risks and uncertainties include, among others, the risks related to the Company’s redirection of its strategic focus and transition to
an operating company, the risks in its planned expansion into digital asset and agentic AI infrastructure, the Company’s ability to execute
an operating strategy, the risks associated with the anticipated diversification of its treasury holdings, the risks inherent to the Company’s
strategic alignment with GlobalStake, risks relating to the completion and outcome of the Company’s strategic review, the volatility of
digital asset prices, changes in the regulatory environment or accounting standards for digital assets and artificial intelligence, cybersecurity
threats and the risks relating to significant legal, commercial and technical uncertainty regarding digital assets and agentic AI generally,
the unknown future demand for genetic medicines and the other risk factors described in the Company’s filings with the Securities and
Exchange Commission. The forward-looking statements in this press release speak only as of the date of this document, and the Company
undertakes no obligation to update or revise any of these statements.
