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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):
July 10, 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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 10, 2026, BNB Plus Corp. (the “Company”)
received written notification (the “Delisting Notice”) from The Nasdaq Stock Market (“Nasdaq”) that the Nasdaq
Hearings Panel (the “Panel”) has determined to delist the Company’s common stock, par value $0.001 per share (“Common
Stock”), and suspend trading of its Common Stock at the open of trading on July 14, 2026.
As previously reported on March 24, 2026,
the Company received written notice on March 20, 2026 (the “Notification Letter”) from the Listing Qualifications Department
of Nasdaq that the Company did not satsify the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued
listing on the Nasdaq Capital Market. The Company was informed that its Common Stock would be subject to delisting from Nasdaq unless
the Company timely requested a hearing before the the Panel. The Company timely requested a hearing before the Panel and had a hearing
before the Panel on April 30, 2026. On May 19, 2026, the Panel granted the Company an extension to regain compliance with the
$1.00 bid price requirement until June 11, 2026. On June 1, 2026, the Company informed the Panel that it would no longer be
pursuing a reverse stock split to regain compliance with the $1.00 bid price requirement but instead the Company asked for an additional
60-day extension to organically regain compliance with the $1.00 bid price requirement as it made announcements in connection with the
strategic review. In its Delisting Notice the Panel declined the Company’s extension request.
In accordance with Nasdaq Listing Rule 5820, the Company intends to request that the Nasdaq Listing and Hearing Review Council (the “Listing
Council”) review the Panel’s delisting determination in light of the Company’s recently closed financing and further
developments in connection with the Company’s ongoing strategic review process (the “Listing Council Review”). If the
Listing Council elects to review the matter, it may affirm, modify, reverse, or remand the Hearing Panel’s decision. The planned
request for Listing Council Review will not stay the Panel’s delisting determination, and trading of the Company's Common Stock
on the Nasdaq Capital Market will be suspended at the open of trading on July 14, 2026.
There can be no assurance that the Listing Council
will grant the Company's request for the Listing Council Review, or that the Listing Council Review will result in the continued listing
of the Company's Common Stock on the Nasdaq Capital Market. The Company's Common Stock is expected to continue trading on the OTCQB Venture
Market during the pendency of the Listing Council Review, and there can be no assurance as to whether or when the Company's Common Stock
may resume trading on the Nasdaq Capital Market.
In connection with the Panel’s decision,
Nasdaq will file a Form 25 with the Securities and Exchange Commission (the “SEC”) in accordance with Nasdaq Listing
Rule 5830 and Rule 12d2-2 promulgated under the Securities Exchange Act of 1934, as amended, after applicable appeal periods
have lapsed.
As a result of the suspension in trading and expected
delisting, the Company expects that its Common Stock will begin trading publicly on the OTCQB Venture Market, an over-the-counter market
operated by OTC Markets Group, under its existing symbol “BNBX” at the open of trading on July 14, 2026.
The OTCQB Venture Market
is a significantly more limited market than the Nasdaq, and quotation on the OTCQB Venture Market will likely result in a less liquid
market for existing and potential holders of the Company’s Common Stock to trade such securities and could further depress the trading
price of the Common Stock. The Company can provide no assurance that its Common Stock will continue to trade on this market, whether broker-dealers
will continue to provide public quotes of the its Common Stock on this market, or whether the trading volume of its Common Stock will
be sufficient to provide for an efficient trading market for existing and potential holders of its Common Stock.
The transition of the
Company’s Common Stock to the OTCQB Venture Market is not expected to affect the Company's business operations or its reporting
requirements under the rules of the SEC.
Item 7.01. Regulation FD Disclosure.
On July 13, 2026, the Company issued a press release announcing
its receipt of the Delisting Notice. 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.
Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this
Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including
without limitation statements regarding the expected delisting of the Company’s securities from Nasdaq, the Company's expectations related to the request of a Listing Council Review, the Company's expectation
that it will commence trading its Common Stock on the OTCQB Venture Market and the Company’s expectations related to its future
financial and operating conditions and performance. All forward-looking statements reflect the Company’s beliefs and assumptions
only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements
to reflect future events or circumstances. Capitalized terms shall have the meanings ascribed to such terms in the Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release dated July 13, 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: July 13, 2026 |
By: |
/s/ Clay Shorrock |
| |
Name: |
Clay Shorrock |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
BNB Plus Corp. (BNBX) Announces Nasdaq Delisting
Determination and Transition to OTCQB Market ; Company to Seek Review by Nasdaq Listing and
Hearing Review Council
Stony Brook, New York — BNB Plus Corp. (Nasdaq:
BNBX) (“BNB Plus” or the “Company”) today announced that it has received a delisting determination from the Hearing Panel of the Nasdaq
Stock Market LLC (“Nasdaq”) as a result of the Company’s non-compliance with the minimum $1.00 bid price requirement set forth
in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Delisting Determination”).
In accordance with applicable Nasdaq rules, the Company intends to request that the Nasdaq Listing and Hearing Review Council (the “Listing
Council”) review the Delisting Determination in light of the Company’s recently closed financing and further developments
in connection with the Company’s ongoing strategic review process (the “Listing Council Review”). If the Listing Council
elects to review the matter, it may affirm, modify, reverse, or remand the Hearing Panel’s decision.
The planned request for Listing Council Review will not stay the Delisting Determination, and trading of the Company’s common stock on
Nasdaq will be suspended at the open of trading on July 14, 2026.
The Company has secured approval for its common
stock to be quoted on the OTCQB Venture Market, a U.S. trading platform operated by OTC Markets Group. The company anticipates its shares
will begin trading on the OTCQB under the same symbol, BNBX, beginning at the open of trading on July 14, 2026, or as soon as
possible thereafter.
The Company does not expect the transition to OTC Markets to impact
its business operations, and BNBX will continue to operate as a fully reporting public company with
the U.S. Securities and Exchange Commission.
There can be no assurance that the Listing Council will grant the Company’s request for the Listing Council Review, or that the Listing
Council Review will result in the continued listing of the Company’s common stock on the Nasdaq Capital Market. The Company’s common stock
is expected to continue trading on the OTCQB Venture Market during the pendency of the Listing Council Review, and there can be no assurance
as to whether or when the Company’s common stock may resume trading on Nasdaq.
About BNB Plus Corp.
BNB Plus unlocks streamlined access to the Binance
ecosystem, delivering non-directional yield strategies and long BNB exposure, powering the future of blockchain through a transparent,
actively managed BNB treasury. The Company’s differentiated strategy blends sophisticated DeFi yield generation with Binance-native opportunities,
unlocking access to high-performance digital assets for investors traditionally excluded from the space. Formerly Applied DNA Sciences, Inc.,
BNB Plus continues to commercialize the Company’s proprietary nucleic acid production solutions
for the biopharmaceutical and diagnostics markets. For more information, visit www.bnb.plus/.
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
“anticipate,” “believe,” “continues,” “expect,” “focus,”
“intend,” “may,” “plan,” “seek,” “will,” and other words of similar meaning. Forward-looking
statements are statements other than historical facts and address various matters including, without limitation statements relating
to Company’s expectations regarding future financial and operating conditions and performance, the transition of its common
stock to the OTCQB Venture Market, the Company’s strategic review process, its planned request for Listing Council Review, the entry into or completion of any strategic alternative
transaction and the ability to maximize shareholder value, as well as other projections or statements of plans and objectives.
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 risk that the proposed transaction described herein may not be completed in a timely manner
or at all, risks related to the Board of Directors’ review of strategic alternatives, including the ability to identify or consummate
a suitable strategic alternative, failure to realize the anticipated benefits of its digital asset treasury strategy; changes in business,
market, financial, political and regulatory conditions, risks relating to the Company’s operations and business, including the highly
volatile nature of the price of BNB and other cryptocurrencies, the illiquidity of the OBNB trust units owned by the Company, risks related
to the Company’s ability to raise and deploy capital effectively, risks relating to an unproven yield generation strategy, the risk that
the price of the Company’s common stock may be highly correlated to the price of the digital assets that it holds, risks related to a
determination that the Company’s digital assets are classified as a “security” under federal securities laws and/or the Company
is inadvertently deemed an “investment company” under the Investment Company Act of 1940, as amended, risks related to increased
competition in the industries in which the Company does and will operate, risks relating to significant legal, commercial, regulatory
and technical uncertainty regarding digital assets generally, risks relating to the treatment of crypto assets for U.S. and foreign tax
purposes, risks related to the unknown returns, liquidity and/or token accumulation that the Company’s BNB treasury strategy will generate,
risks relating to market volatility, cybersecurity and custody of digital assets, potential changes in laws or accounting standards relating
to cryptocurrency, and regulatory developments affecting BNB or other digital assets, as well as those risks and uncertainties identified
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.
Investor Relations contact:
John Ragozzino Jr., CFA
BnB@icrinc.com
