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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):
September 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 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 2, 2026,
Robert B. Catell, Joseph D. Ceccoli, and Dr. Yacov Shamash notified BNB Plus Corp. (the “Company”) of their resignation as
directors of the Company, effective September 3, 2026. The resignation of Messrs. Catell and Ceccoli, and Dr. Shamash from the Company’s
board of directors (the “Board”) was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
On September 2, 2026,
the Board appointed Richard Shorten, Todd Larsen and Lok Lee, as directors, effective September 3, 2026, each to hold office until the
next annual meeting of the Company’s stockholders and until their successors are elected and qualified or until their earlier death,
disqualification, resignation or removal, to fill the vacancies created by the resignations of Messrs. Catell and Ceccoli, and Dr. Shamash.
Upon the effectiveness
of their appointment, Messrs. Larsen and Lee will serve as members of the Board’s Audit Committee and Compensation Committee. Mr.
Larsen will also serve as a member of the Board’s Nominating Committee.
The compensation for
Messrs. Shorten, Larsen and Lee’s service on the Board will be agreed upon and entered into at a later date.
Except
as set forth below, the Company is not aware of any transactions with Messrs. Shorten, Larsen, and Lee that
would require disclosure under Item 404(a) of Regulation S-K.
Mr. Shorten has been
actively involved in the development and operation of blockchain and AI infrastructure, including as Chairman of GlobalStake Infrastructure,
LLC ("GlobalStake"), an institutional digital infrastructure platform. Mr. Shorten is the sole owner of Silvermine Capital
Advisors, LLC (“Silvermine”), which is the controlling member of a limited liability company that owns approximately 40% of
GlobalStake. Effective June 17, 2026, the Company entered into a strategic advisory engagement
with GlobalStake pursuant to which it has paid GlobalStake a pre-paid advisory fee of $300,000 for the initial term. Under the engagement,
GlobalStake will conduct a comprehensive strategic review of the Company’s business, assets, and capital structure over an initial
four-month term. The review will be led by Mr. Shorten.
GlobalStake
is affiliated with Comstock MultiChain Fund, LP (“Comstock”), an investment fund and current
shareholder of the Company. Comstock MultiChain GP, LLC (“Comstock GP”), is the general partner of Comstock. Silvermine
is an investment management firm focused on special situations and venture-stage investments in digital assets and related infrastructure,
serves as investment adviser to Comstock pursuant to an investment management agreement under which Silvermine exercises investment discretion
with respect to the securities held for the account of Comstock. Mr. Shorten is the majority owner and managing member of each of Comstock
GP and Silvermine.
Comstock GP was a participant
in the previously disclosed private placement which closed on October 23, 2025 (the “October 2025 PIPE”). Pursuant to the
Cryptocurrency Securities Purchase Agreement, the Company sold and issued to Comstock GP 1,506,026 Cryptocurrency Prefunded Warrants,
at an offering price of $3.32 per share, to purchase shares of Common Stock at a per share exercise price of $3.82 and 1,506,026 Series
E-2 Warrants at a per share exercise price of $3.82, for gross proceeds of $5.0 million.
Additionally, Comstock
GP was a participant in the previously disclosed May 2026 Private Placement which was consummated on June 30, 2026. Pursuant
to the Warrant Inducement Exchange Agreement entered into with the Company (the "Inducement Agreement"), Comstock GP (1) exercised
195,784 shares of the Series E Warrants issued to it in the October 2025 PIPE, at an exercise price of $3.82 per share of Common Stock,
in consideration for the Company issuing to Comstock GP 641,426 shares of Series B-1 Preferred Stock; and (2) delivered to the Company
all pre-funded warrants issued to Comstock in the October 2025 PIPE in exchange for the Company issuing Series B-2 Prefunded Preferred
Stock Purchase Warrants to purchase 1,151,810 shares of Series B-2 Preferred Stock, and 550,000 shares of Series B-2 Preferred Stock,
for gross proceeds of $747.8 thousand.
Other than as disclosed
herein, there are no arrangements or understandings between Messrs. Shorten, Larsen and Lee and any other person pursuant to which they
are to be appointed directors of the Company.
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: September 3, 2026 |
By: |
/s/ Clay Shorrock |
| |
Name: |
Clay Shorrock |
| |
Title: |
Chief Executive Officer |
