BNB Plus (NASDAQ: BNBX) faces Nasdaq delisting risk after $1 bid price breach

Rhea-AI Filing Summary

BNB Plus Corp. reports that Nasdaq has notified the company it no longer meets the exchange’s minimum $1.00 per share bid price requirement for the Nasdaq Capital Market. The deficiency was triggered after the stock closed below $1.00 for 30 consecutive business days from February 5 to March 19, 2026.

Because the company has completed significant reverse stock splits within the past two years, it is not eligible for the standard grace period to regain compliance. Nasdaq has stated that BNB Plus Corp.’s securities will be subject to delisting unless the company secures relief at a hearing. The company plans to timely request a hearing before a Nasdaq Hearings Panel, but there is no assurance it will be granted continued listing or regain compliance.

Positive

• None.

Negative

• Heightened delisting risk from Nasdaq: BNB Plus Corp. no longer meets the $1.00 minimum bid price after 30 consecutive business days below that level and is ineligible for the standard compliance period due to prior large reverse stock splits, putting its Nasdaq Capital Market listing in jeopardy.

Insights

Equity market structure analyst

Nasdaq bid-price noncompliance creates real delisting risk for BNB Plus.

BNB Plus Corp. has fallen out of compliance with Nasdaq’s $1.00 minimum bid price rule after 30 consecutive business days below that level ending March 19, 2026. This places its Nasdaq Capital Market listing at risk under Listing Rules 5550(a)(2) and 5810(c)(3)(A).

The company is also ineligible for the usual compliance period because it previously executed substantial reverse stock splits within the last one to two years, reaching a cumulative ratio of at least 250-to-1. As a result, Nasdaq has indicated the securities are subject to delisting unless a Hearings Panel grants an exception.

BNB Plus intends to request a hearing, which temporarily stays suspension or delisting while the process runs. The eventual impact on shareholders will depend on the Panel’s decision and whether the company can demonstrate a credible path back to sustained bid-price compliance.

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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): March 20, 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.

BNB Plus Corp. (the “Company”) received written notice dated March 20, 2026 (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company no longer satisfies the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days (collectively, the “Bid Price Rule”). Based on the closing bid price of the Company’s common stock, par value $0.001 per share (“Common Stock”), for the thirty (30) consecutive business days from February 5, 2026 to March 19, 2026, the Company no longer satisfies the Bid Price Rule.

The Notification Letter further indicated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for a compliance period under Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior one-year period or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one; accordingly, the Company was informed that its securities will be subject to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). Accordingly, the Company intends to timely request a hearing before the Panel, and at which point, such timely request will automatically stay any further suspension or delisting action by Nasdaq at least pending the ultimate conclusion of the hearing process. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.

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 Company’s intent or ability to regain compliance with the Bid Price Rule, the outcome of any Nasdaq hearing and appeal process and the Company’s intent or ability to maintain the Common Stock’s listing on Nasdaq. 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.

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: March 24, 2026	By:	/s/ Clay Shorrock
	Name:	Clay Shorrock
	Title:	Chief Executive Officer

FAQ

What Nasdaq rule did BNB Plus Corp. (BNBX) fail to meet?

BNB Plus Corp. failed to meet Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. Its stock closed below $1.00 for 30 consecutive business days from February 5 to March 19, 2026, triggering noncompliance.

Why is BNB Plus Corp. ineligible for a standard Nasdaq compliance period?

BNB Plus Corp. is ineligible because it effected a reverse stock split in the prior year or reverse splits over two years with a cumulative ratio of at least 250-to-1. Under Nasdaq Listing Rule 5810(c)(3)(A)(iv), this history removes the typical grace period to cure bid-price deficiencies.

What happens next with BNB Plus Corp.’s Nasdaq listing after the notice?

Nasdaq has indicated BNB Plus Corp.’s securities will be subject to delisting unless it obtains relief at a hearing. The company plans to timely request a hearing before a Nasdaq Hearings Panel, which will automatically stay suspension or delisting while the hearing process is pending.

Does requesting a Nasdaq hearing guarantee BNB Plus Corp. keeps its listing?

Requesting a hearing does not guarantee continued listing. While a timely request stays further suspension or delisting during the process, BNB Plus Corp. states there can be no assurance the Panel will grant continued listing or that the company will regain and maintain bid-price compliance.

Over what period did BNB Plus Corp.’s stock stay below $1.00 per share?

The closing bid price of BNB Plus Corp.’s common stock was below $1.00 for 30 consecutive business days from February 5, 2026, through March 19, 2026. This continuous period below the threshold triggered the Nasdaq bid-price deficiency notice under Listing Rule 5810(c)(3)(A).

What forward-looking risks does BNB Plus Corp. highlight regarding its Nasdaq status?

BNB Plus Corp. notes forward-looking risks around its intent or ability to regain compliance with the bid-price rule, the outcome of any Nasdaq hearing and appeal process, and its ability to maintain the common stock’s listing on Nasdaq, emphasizing that these statements involve uncertainty.

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