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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):
May 26, 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 1.01 Entry into a Material Definitive
Agreement.
Private Placement and Inducement Transaction
On May 26, 2026, BNB Plus Corp., a Delaware corporation
(the “Company”), entered into agreements to issue in one or more offerings up to an aggregate amount of $5 million (the “Aggregate
Offering Amount”) of the Company’s securities in a convertible preferred equity private placement financing pursuant to: (1)
a Securities Purchase Agreement (the “SPA”) with accredited investors (“Purchasers”) whereby Purchasers will invest
in the Company’s securities in U.S. dollars or stablecoins recognized by the GENIUS Act, and (2) Warrant Inducement and Exchange
Agreements (each an “Inducement Agreement”), with certain investors (each an “Exchanging Holder”) who participated
in the Company’s private placements that closed on October 3, 2025 and October 23, 2025 (collectively the “2025 PIPE”),
whereby each Exchanging Holder will (i) exercise for cash a certain percentage of outstanding Series E Common Stock Purchase Warrants
(the “Series E Warrants”); (ii) exchange common stock of the Company, par value $0.001 per share (“Common Stock”);
and (iii) exchange pre-funded warrants, held by the Exchanging Holder, to receive convertible preferred stock and other securities, as
described in greater detail below.
Pursuant to the SPA and the Inducement Agreement
the Company may accept, up to the Aggregate Offering Amount, subscriptions from Purchasers and agreements to participate in the exchange
transaction governed by the Inducement Agreement by Exchanging Holders for fifteen trading days after the initial SPA and Inducement Agreement
are signed, or until June 11, 2026. The private placement and inducement transaction discussed herein are referred to collectively as
the “Offering”.
The Company intends to use the first $2.3 million
of aggregate proceeds from the Offering (the “General Proceeds”), $300 thousand of which is expected to be used for a prepaid
advisory fee, for a strategic review of its biotechnology assets and for general corporate purposes. Proceeds in excess of the General
Proceeds shall be contributed to the DAT Subsidiaries, as described below, provided, however, that such excess proceeds may be released
to the Company or any subsidiary of the Company in accordance with the SPA.
Securities Purchase Agreement
Pursuant to the SPA, the Company has agreed to
sell and issue to each Purchaser, at an offering price of $1.05 per share, Series B-1 Preferred Stock (defined in Item 5.03 below), and/or
Series B-1 Prefunded Preferred Stock Purchase Warrants in lieu thereof (the “Series B-1 Prefunded Warrants”), and Series F
Common Stock Purchase Warrants (the “Common Warrants”) to purchase a number of shares of Common Stock equal to 100% of the
shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock (including Series B-1 Preferred Stock underlying Series
B-1 Prefunded Warrants, if any) issued to the Purchaser in connection with the SPA.
The initial closing of the SPA will occur on the
date all closing obligation under the SPA have been met with respect to an aggregate subscription amount of at least $2.3 million (the
“Initial SPA Closing”). On May 26, 2026, the Company entered into the SPA with a Purchaser for an aggregate subscription amount
of $2.5 million and the Initial SPA Closing is expected to occur on May 28, 2026.
In addition to standard representations and warranties,
the Company has agreed to use the proceeds received from the Offering in excess of the General Proceeds solely for contributions to Build
& Build, LLC, a Delaware limited liability company, and BNBX Ltd., a British Virgin Islands business company, each a 100% owned subsidiary
of the Company, and such other wholly-owned subsidiary or subsidiaries of the Company as may from time to time hold Digital Assets, as
defined in the SPA, or may become additional guarantors pursuant to the DATS Guaranty, discussed below (the “DAT Subsidiaries”).
The Company has agreed to promptly, but no later than forty-five (45) days following the Initial Closing of the SPA, contribute or cause
to be contributed, any cash (except for the General Proceeds, certain cash and accounts receivable of the Company, and operating cash
flows attributable to the Company’s LineaRx business) and Digital Assets owned or held by the Company or any of its subsidiaries
that are not DAT Subsidiaries to a DAT Subsidiary that is a guarantor party to the DATS Guaranty, and that such cash and Digital Assets
shall be held solely in a DAT Subsidiary. The Company has also agreed that any Digital Assets acquired by the Company or any of its subsidiaries
that are not DAT Subsidiaries, will be contributed to a DAT Subsidiary that is a guarantor party to the DATS Guaranty on or immediately
following the date of acquisition.
The Company also agreed to reimburse one counsel
for the Purchasers and Exchanging Holders, up to a maximum of $50,000 for the reasonable attorney’s fees and costs incurred in connection
with the SPA and the Inducement Agreement.
Warrant Inducement
Exchange Agreement
Pursuant to the Inducement
Agreement, each Exchanging Holder will agree to (1) exercise a minimum of thirteen percent (13%) (the “Minimum Percentage”)
of the Series E Warrants issued to the Exchanging Holder in the 2025 PIPE at an exercise price of $3.82 per share of Common Stock in consideration
for the Company issuing the Exchanging Holder a number of Series B-1 Preferred Stock pursuant to the formula set forth in the Inducement
Agreement; (2) deliver to the Company all shares of Common Stock issued to the Exchanging Holder in the 2025 PIPE and issued in connection
with the exercise of the Minimum Percentage of Series E Warrants in exchange for the Company issuing the Exchanging Holder the same number
of Series B-2 Preferred Stock (defined in Item 5.03 below and collectively with the Series B-1 Preferred Stock the “Preferred Stock”),
and/or Series B-2 Prefunded Preferred Stock Purchase Warrants in lieu thereof (the “Series B-2 Prefunded Warrants” and collectively
with the Series B-1 Prefunded Warrants the “Prefunded Warrants”); and (3) deliver to the Company all pre-funded warrants issued
to the Exchanging Holder in the 2025 PIPE in exchange for the Company issuing the Exchanging Holder the same number of Series B-2 Prefunded
Warrants.
Exchanging Holders may
choose to exercise more than the Minimum Percentage of Series E Warrants and elect, in their sole discretion, to exchange the shares of
Common Stock received upon such exercise for shares of Series B-2 Preferred Stock, or retain the shares of Common Stock for their own
account and receive a transferable Right pursuant to a Transferable Rights Agreement discussed further below. In the event an Exchanging
Holder would be limited from exercising any Series E Warrants pursuant to the beneficial ownership blocker applicable to the Series E
Warrants (“Limited Warrants”), the Exchanging Holder may elect to deliver the exercise price applicable to such Limited Warrants
and receive in consideration for such exercise price and the Exchanging Holder’s express waiver of the Company’s obligation
to deliver Common Stock underlying the Limited Warrants, Series B-2 Prefunded Warrants.
Each Inducement Agreement will close no later
than the 5th trading day following the date all conditions to closing have been met by the parties. On May 26, 2026, the Company
entered into Inducement Agreements with Exchanging Holders for an exercise of Series E Warrants in an aggregate amount of approximately
$1.65 million. The initial closing of the Inducement Agreements is expected to occur on or before June 2, 2026.
Additional Terms
Each
Series B-1 Prefunded Warrant is exercisable for one share of Series B-1 Preferred Stock at an exercise price of $0.0001 per share of Series
B-1 Preferred Stock underlying the prefunded warrant. Each Series B-2 Prefunded Warrant is exercisable for one share of Series B-2 Preferred
Stock at an exercise price of $0.0001 per share of Series B-2 Preferred Stock underlying the prefunded warrant. The Prefunded Warrants
are immediately exercisable and may be exercised at any time until all of the Prefunded Warrants issued in the private placement and inducement
transaction are exercised in full.
Each
Common Warrant is exercisable for one share of Common Stock at the exercise price of $0.76 per share of Common Stock (the “Common
Warrant Shares”). The Common Warrants are exercisable for cash immediately upon issuance and thereafter may be exercised at any
time until three (3) years after issuance. The Common Warrants may also be exercised on a cashless basis at any time beginning six (6)
months after their initial issuance if, at the time of exercise, there is no effective registration statement registering, or the prospectus
contained therein is not available for, the resale of the Common Warrant Shares by the holder thereof and are subject to cancellation
by the Company if they are not exercised after certain specified trading criteria of the Common Stock is satisfied.
Each
holder’s ability to exercise its Prefunded Warrants in exchange for the applicable shares of Preferred Stock (the “Prefunded
Warrant Shares”) and Common Warrants in exchange for Common Warrant Shares, is subject to certain beneficial ownership limitations
set forth therein.
Transferable Rights
Agreement
In connection with the
Inducement Agreement, the Company has agreed to enter into a Transferable Rights Agreement with Exchanging Holders who elected to retain
Common Stock issuable above the Minimum Percentage of their Series E Warrants, pursuant to which, the Exchanging Holder will receive a
transferable right to exchange a number of shares of Common Stock equal to the number of retained shares for Series B-2 Preferred Stock,
at a ratio of 1-for-1 (each a “Right”). Exchanging Holders will not receive shares of Series B-2 Preferred Stock for any retained
shares at the closing of the Inducement Agreement. The Rights will have a term of three (3) years at which point they will expire. No
Rights may be transferred unless the number of shares of Common Stock that would be required to be delivered upon the exercise of such
Rights, at the time of the transfer, exceeds 13% of the number of shares of Common Stock that would be issued upon the exercise of outstanding
Series E Warrants held by the transferee, at the time of the transfer.
Exemption from Registration
The Preferred
Stock, Preferred Stock Shares (defined in Item 5.03 below), Prefunded Warrants, Prefunded Warrant Shares, Rights, Common Warrants,
and Common Warrant Shares are being offered in reliance upon the exemption from the registration
requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(1) thereof and/or Rule
506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The issuances of the Preferred Stock, Preferred Stock
Shares (defined in Item 5.03 below), Prefunded Warrants, Prefunded Warrant Shares, Common Warrants, and Common Warrant Shares have
not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or
an exemption from registration under the Securities Act and any applicable state securities laws.
Guaranty Agreement
In connection with the
SPA and the Inducement Agreement each DATS Subsidiary agreed to enter into a guaranty agreement (the “DATS Guaranty”) in favor
of, at any time, all persons who are, at such time, registered holders of shares of the Preferred Stock or Prefunded Warrants on the books
and records of the Company or its transfer agent, as applicable, and their respective permitted successors, assigns, and transferees who
become registered holders of Preferred Stock (the “Guaranteed Parties”). Pursuant to the DATS Guaranty, each DAT Subsidiary
has agreed to guarantee (a) all cash-payment obligations of the Company to the Guaranteed Parties under the Certificate of Designations,
the SPA, the Inducement Agreement and the other transaction documents in respect of the Preferred Stock or otherwise, whether now existing
or hereafter arising, including, without limitation: (i) all accrued and unpaid dividends (whether or not declared), including but not
limited to compounded dividends, with respect to the Preferred Stock, as and when payable under the Certificate of Designations; (ii)
cash due upon a holder’s redemption of Preferred Stock, if any, (iii) the Liquidation Preference, (as defined in the Certificate
of Designations), payable with respect to the Preferred Stock upon a liquidation event (as defined in the Certificate of Designations);
and (iv) any other monetary amount payable by the Company to any Guaranteed Party pursuant to the Certificate of Designations or the SPA
or any other transaction document related to the Offering; and (b) to the extent legally enforceable as a guaranty under applicable law,
the economic damages suffered by any Guaranteed Party as a result of the Company’s failure to honor any right of exercise or conversion
(or right associated therewith) of such Guaranteed Party under the Certificate of Designations, the Inducement Agreement, the Common Warrants
or Prefunded Warrants that is not susceptible to cash performance by Guarantor, in each case measured by the fair market value, on the
date of the Company’s failure, of the property the Company was required to deliver and failed to deliver.
Pursuant to the DATS
Guaranty, each Guaranteed Party agrees to the appointment KGPLA Holdings LLC ( “the Lead Investor”), as their representative
for the purposes of the following:
| (i) | distributing notices to the guarantors, including the DAT Subsidiaries. on behalf of the Guaranteed Parties; |
| (ii) | delegating (in its reasonable discretion) all or any portion of the obligations and benefits of Lead Investor; |
| (iii) | enforcing the DATS Guaranty against any or all guarantors subject to approval by Guaranteed Parties holding more than 50% of the aggregate
Liquidation Preference of the then-outstanding shares of Series B-1 Preferred Stock (the “Majority-in-Interest”); |
| (iv) | holding any security interest, lien, pledge, account control, or other collateral package granted by any guarantor under or in connection
with the agreement for the ratable benefit of all Guaranteed Parties, and administering any enforcement or release of such collateral
at the direction of the Majority-in-Interest; and |
| (v) | acting as the sole party with standing and authority to bring any enforcement action, suit, or proceeding with respect to the agreement. |
No individual Guaranteed
Party has independent standing to sue any guarantor under the DAT Guaranty, but shall rely upon the Lead Investor for enforcement in accordance
with the DATS Guaranty. Upon an Event of Default, as defined in the DATS Guaranty, the Lead Investor, at the direction of the Majority-in-Interest
may declare all guaranteed obligations to be immediately due and payable.
In addition to certain
covenants and restrictions set forth in the DATS Guaranty, the DATS Subsidiaries have agreed to comply with the “Digital Asset Treasury
Procedures”, which means the procedures governing the management, custody, transfer, and disposition of assets held in the Digital
Asset Treasury, as defined in the DATS Guaranty, to be set forth in a separate instrument agreed upon by the Company and the holders representing
a majority of the outstanding shares of Series B-1 Preferred Stock, not later than thirty (30) days following the Initial Closing of the
SPA , which shall include both (a) the initial procedures for the establishment and contribution of assets to the Digital Asset Treasury
and (b) ongoing procedures for the maintenance, monitoring, and administration thereof
The DATS Guaranty will
terminate when all Guaranteed Obligations have been satisfied in full and no shares of Preferred Stock remain outstanding.
Registration Rights Agreement
In connection with the SPA and the Inducement
Agreement, the Company, Purchasers, and Exchanging Holders entered into a Registration Rights Agreement dated May 26, 2026, pursuant to
which the Company will agree to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”)
within thirty (30) days of the date of the Registration Rights Agreement, registering, as applicable, the resale of the Preferred Stock
Shares, Prefunded Warrant Shares, and Common Warrant Shares. The Registration Rights Agreement will also cover the registration of the
resale of the Preferred Stock Shares, Prefunded Warrant Shares, and Common Warrant Shares issuable to Purchasers and Exchanging Holders
who enter into the SPA or Inducement Agreement after the initial closing and prior to June 15, 2026.
The foregoing is only
a summary of the SPA, Inducement Agreement, Guaranty Agreement, Registration Rights Agreement, and Transferable Rights Agreement, and
does not purport to be a complete description thereof. Such descriptions are qualified in their entirety by reference to the SPA, Inducement
Agreement, Guaranty Agreement, Registration Rights Agreement, and Transferable Rights Agreement, copies of which are filed as Exhibits
10.1, 10.2, 10.3, 10.4, and 4.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02. Unregistered
Sales of Equity Securities.
To the extent required
by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.
Item 3.03. Material
Modification to Rights of Security Holders.
To the extent required
by Item 3.03 of Form 8-K, the information contained in Item 1.01 and 5.03 of this Current Report is incorporated herein by reference.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Creation of Preferred
Stock
Designation
In connection with the Offering, the Company’s
Board of Directors (the “Board”) approved a certificate of designation (the “Series B-1 Certificate of Designation”)
fixing the voting powers, designations, preferences and rights and the qualifications, limitations or restrictions of Series B-1 Convertible
Preferred Stock, par value $0.001 per share (the “Series B-1 Preferred Stock”), a newly created series of preferred stock
of the Company, which became effective upon its filing with the Secretary of State of the State of Delaware on May 26, 2026.
Also in connection with the Offering, the Board
approved a certificate of designation (the “Series B-2 Certificate of Designation” and together with the Series B-1 Certificate
of Designation, the “Certificate of Designations”) fixing the voting powers, designations, preferences and rights and the
qualifications, limitations or restrictions of Series B-2 Convertible Preferred Stock, par value $0.001 per share (the “Series B-2
Preferred Stock”), a newly created series of preferred stock of the Company, which became effective upon its filing with the Secretary
of State of the State of Delaware on May 26, 2026.
Of the Company’s 10,000,000 previously undesignated
shares of preferred stock, par value $0.001 per share, 5,000,000 shares were designated as Series B-1 Preferred Stock, and 5,000,000 shares
were designated as Series B-2 Preferred Stock as of May 26, 2026.
Exchange and Redemption
The Preferred Stock is exchangeable for shares
of Common Stock at the holder’s election such that each share of Preferred Stock is initially convertible into one share of Common
Stock, subject to adjustments set forth in the applicable Certificate of Designation.
Holders of Preferred Stock have the right to require
the Company to redeem all or any portion of such holder’s Preferred Stock for cash upon a Fundamental Transaction (including a Liquidation
Event), Delisting Event, Treasury Value Event, Warrant Ratchet Event, or Event of Default, as each term is defined in the relevant Certificate
of Designation. In addition, the Company may, at its option, require all outstanding shares of Series B-2 Preferred Stock, inclusive of
accrued dividends paid in cash, to convert into Common Stock (or prefunded warrants to purchase shares of Common Stock in lieu thereof)
after certain specified trading criteria is satisfied.
Annual Dividends
The Preferred Stock is entitled to an annual dividend
on the Preferred Stock’s Accumulated Liquidation Preference, defined below, and which shall be payable quarterly in arrears. Until
the first quarterly dividend payment required after the second anniversary of the initial issuance of the Preferred Stock, the Company
may, in its sole discretion, choose to pay dividends required under the Certificate of Designations in a dollar amount expressed as an
amount per shares of Preferred Stock, which amount will increase such Preferred Stock’s stated value. Following the second year
anniversary of the initial issuance of the Preferred Stock all dividend payments are required to be made in cash. The Series B-1 Preferred
Stock carries an annual dividend rate of 8% and the Series B-2 Preferred Stock carries an annual dividend rate of 6%.
Liquidation and Dividend Preferences
As defined in the Certificate of Designations,
the Series B-1 Preferred Stock has an “Initial Liquidation Preference” of $1.05 and an “Accumulated Liquidation Preference”
which equals $1.05 plus any and all dividends, and the Series B-2 Preferred Stock has an “Initial Liquidation Preference”
of $0.38 and an “Accumulated Liquidation Preference” which equals $0.38 plus any and all dividends.
The “Liquidation Preference” of the
Series B-1 Preferred Stock equals an amount equal to (x) 1.5 multiplied by (y) the Accumulated Liquidation Preference plus (z) accrued
and unpaid dividends, whether or not declared, that have not yet been compounded and added to the Accumulated Liquidation Preference.
The “Liquidation Preference” of the Series B-2 Preferred Stock equals an amount equal to the Accumulated Liquidation Preference
plus (z) accrued and unpaid dividends, whether or not declared, that have not yet been compounded and added to the Accumulated Liquidation
Preference.
Subject to a maximum distribution of two (2.0)
times the Liquidation Preference per share, the Series B-1 Preferred Stock ranks senior to Common Stock and Series B-2 Preferred Stock,
and the Series B-2 Preferred Stock ranks senior to Common Stock and junior to Series B-1 Preferred Stock with respect to the distribution
of assets upon the Company’s liquidation, dissolution or winding up, until such Preferred Stock has received an amount equal to
its Liquidation Preference, at which point holders of Preferred Stock will participate on a pro-rata as-converted basis with holders of
Common Stock in the distribution of any remaining assets of the Company available for distribution to stockholders.
In addition, the holders of Preferred Stock may
elect to receive the amounts they would have received upon the distribution of assets upon the Company’s liquidation, dissolution
or winding up, had such holder converted their Preferred Stock into Common Stock immediately prior to the liquidation event.
The Series B-1 Preferred Stock ranks senior to
Common Stock and Series B-2 Preferred Stock, and the Series B-2 Preferred Stock ranks senior to Common Stock and junior to Series B-1
Preferred Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively).
The Preferred Stock will rank senior to any class
or series of the Company’s stock whose terms do not expressly provide that such class or series will rank senior to, or equally
with, the Preferred Stock; and junior to any class or series of the Company’s stock whose terms expressly provide that such class
or series will rank senior to the Convertible Preferred Stock with respect to the (i) distribution of assets upon the Company’s
liquidation, dissolution or winding up, and (ii) payment of dividends (without regard to whether or not dividends accumulate cumulatively).
Pursuant to the Certificate of Designations, the
Company cannot issue capital stock that ranks senior to, or equally with, the Preferred Stock with respect to the (i) distribution of
assets upon the Company’s liquidation, dissolution or winding up, and (ii) payment of dividends (without regard to whether or not
dividends accumulate cumulatively), without the prior approval of holders representing a majority of the outstanding shares of Series
B-1 Preferred Stock.
Right to Vote with Holders of Common Stock
The holders of Preferred Stock will have the right
to vote together as a single class with the holders of Common Stock on each matter submitted for a vote or consent by the holders of Common
Stock, and (i) the Preferred Stock of each holder will entitle such holder to be treated as if such holder were the holder of record,
as of the record or other relevant date for such matter, of a number of shares of Common Stock equal to the number of shares of Common
Stock that would be issuable upon conversion of such Preferred Stock, subject to the terms of conversion in the Certificate of Designations,
assuming such Preferred Stock were converted on such record or other relevant date; and (ii) the holders will be entitled to notice of
all stockholder meetings or proposed actions by written consent in accordance with the Company’s Certificate of Incorporation, as
amended, Bylaws, and the Delaware General Corporation Law as if the holders were holders of Common Stock.
The foregoing is only a summary of the voting
powers, designations, preferences and rights and the qualifications, limitations or restrictions of the Series B-1 Preferred Stock and
Series B-2 Preferred Stock, and does not purport to be a complete description thereof. Such descriptions are qualified in their entirety
by reference to the Series B-1 Certificate of Designation and Series B-2 Certificate of Designation, copies of which are filed as Exhibits
3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 7.01. Regulation
FD Disclosure.
On May 26, 2026, the
Company issued a press release announcing the transactions. A copy of the press release is 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
and Disclaimer
This report contains
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Exchange Act. Words like “believe,” “expect,” “may,” “will,” and “would,”
or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although
not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on
reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that
actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s
actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well
as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to
maintain the listing of its securities on Nasdaq and comply with Nasdaq’s listing standards. All forward-looking statements speak
only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Designation of Series B-1 Preferred Stock |
| 3.2 |
|
Certificate of Designation of Series B-2 Preferred Stock |
| 4.1 |
|
Form of Series B-1 Prefunded Warrant |
| 4.2 |
|
Form of Series B-2 Prefunded Warrant |
| 4.3 |
|
Form of Series F Common Stock Purchase Warrant |
| 4.4# |
|
Form of Transferable Rights Agreement, and Form of Rights Certificate as Exhibit A |
| 10.1# |
|
Form of Securities Purchase Agreement, dated May 26, 2026 |
| 10.2# |
|
Form of Warrant Inducement and Exchange Agreement, dated May 26, 2026 |
| 10.3 |
|
Form of Guaranty Agreement, dated May 26, 2026 |
| 10.4# |
|
Form of Registration Rights Agreement, dated May 26, 2026 |
| 99.1 |
|
Press release dated May 26, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| # |
Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. |
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: May 27, 2026 |
By: |
/s/ Clay Shorrock |
| |
Name: |
Clay Shorrock |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
BNB Plus Corp. (BNBX) Secures Initial
Commitments for $4.1M in Strategic Financing
Silvermine Capital
Leads New and Existing Investor Group in Partnership with GlobalStake to Support Strategic Review of Digital Asset and Biotechnology
Businesses
Additional Commitments
Expected with the Company Targeting $5m in Total Proceeds
NEW YORK - BNB
Plus Corp. (Nasdaq: BNBX) ("BNB Plus" or the "Company"), today announced it has secured initial commitments for $4.1M
of convertible preferred stock financing, with additional commitments anticipated to bring total proceeds to $5.0 million (the "Financing").
Proceeds from the Financing will be used to bolster the Company’s digital asset treasury and will provide working capital in support
of a comprehensive strategic review. With the anticipated proceeds, the Company expects to hold over $16.4M in cash and digital assets,
as valued on May 23, 2026.
Investors in the
Financing include Comstock Multichain Fund, an investment vehicle managed by Silvermine Capital Advisors, LLC (“Silvermine”),
and other new and existing digital-asset-native institutional investors that specialize in the monetization of undervalued assets, including
Off the Chain, LP. In conjunction with the Financing, the Company will enter into an advisory arrangement
with GlobalStake Infrastructure, LLC ("GlobalStake"), a SOC 2 Type II certified Web3 infrastructure company, which will
lead the strategic review of the Company's business, assets, and capital structure. GlobalStake currently operates cutting-edge bare
metal infrastructure in tier 4 and 5 data centers across the globe.
"This financing
marks a deliberate step forward for BNBX and reflects investor confidence in our operational trajectory and the distinct value proposition
of our business," said Clay Shorrock, Chief Executive Officer of BNB Plus. “With a reduced cost structure and our LineaRx
subsidiary (therapeutic DNA production services segment) recently achieving profitability in Q2
FY2026, we believe we have the operational foundation and now the capital resources to pursue a comprehensive strategic review
focused on maximizing shareholder value.”
Strategic Review
Objectives
The strategic review
will prioritize evaluating two potential primary value creation pathways:
| · | Digital
Asset and Related Infrastructure Opportunities: The review will propose a path to unlock
strategic opportunities in digital asset and AI infrastructure, including institutional yield
generation and the intersection of agentic AI with digital asset payment mechanisms. |
| · | Monetization
of LineaRx, Inc. (LRx): The Company’s biotech
subsidiary, LRx, will undergo a structured assessment to identify potential monetization
opportunities, which may include partnerships, licensing arrangements, asset sales,
or other transactions designed to realize value for shareholders. |
The
review will be led by Richard Shorten, Founder of Silvermine and Chairman of GlobalStake. Mr. Shorten brings more than 30 years of experience
across institutional finance, corporate law, and emerging technology. Mr. Shorten has served on multiple public company boards and has
an established record as a turnaround operator across telecom, media, and digital asset sectors. Shorten noted “As crypto markets
rapidly evolve, digital asset treasury companies require increasingly sophisticated strategies to deliver shareholder value. I look forward
to working closely with management and the Board to architect a path to realize the Company’s full potential in this dynamic industry.”
Transaction
Summary
The Financing consists
of two series of convertible preferred stock, both senior to common stock and convertible into common shares on a 1-for-1 basis, with
obligations guaranteed by the Company's digital asset treasury subsidiaries. The Series B-1 Preferred Stock (or pre-funded B-1 Preferred
Stock purchase warrants in-lieu thereof) is priced at $1.05 per share (representing a 176% premium over the closing price of the Company’s
common stock on May 22, 2026), carries an 8.0% annual dividend and a 1.5x liquidation preference, and will be issued to new investors
and to existing investors who exercise certain outstanding warrants for cash.
The Series B-2
Preferred Stock (or pre-funded B-2 Preferred Stock purchase warrants in-lieu thereof) is priced at $0.38 per share, carries a 6.0% annual
dividend and a 1.0x liquidation preference, and will be issued to existing investors who exchange their existing common stock, common
stock issued upon exercise of existing warrants, and certain pre-funded warrants. Certain existing investors may also elect to receive
transferable rights to exchange common stock for Series B-2 Preferred Stock on a 1-for-1 basis with respect to shares issuable upon exercise
of existing warrants not otherwise exchanged in the Financing.
For the first two
years following closing, the Company has the option to satisfy dividend obligations of the preferred stock by accreting the dividend
amount into the principal value of each series rather than paying in cash, providing the Company with near-term financial flexibility
as it executes its strategic review.
In connection with
the Financing, investors in the Series B-1 Preferred Stock will receive warrants to purchase additional shares of the Company's common
stock, with coverage equal to 100% of the shares and/or prefunded warrants underlying their preferred investment, at an exercise price
equal to $0.76, and exercisable over a three-year period. Additional details regarding the terms of the Financing will be disclosed in
a Current Report on Form 8-K filed with the SEC.
Securities Disclaimer
The Financing is
being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Securities Act"), and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the
securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration
statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws.
This press release
shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
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/.
About Silvermine
Capital Advisors, LLC
Silvermine Capital
Advisors, LLC brings more than 20 years of investment experience across technology and digital assets, with over $500 million deployed
across its transactions. Since 2019, the firm has focused almost exclusively on digital asset infrastructure and early-stage innovation,
with a particular emphasis on interoperability and decentralized finance.
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," "focus," "intend," "may," "will," and other words
of similar meaning. Forward-looking statements are statements other than historical facts and address various matters including, without
limitation, expectations regarding the Company's strategic review process, statements relating to the anticipated benefits and timing
of the completion of the proposed offering and related transactions, the intended use of proceeds from the offering, 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 review of strategic alternatives, including the ability to identify or consummate a suitable strategic
alternative, the Company's ability to regain compliance with the Nasdaq listing requirements, including without limitation, the minimum
closing bid price requirement for its common stock, the Company's ability to maintain its listing of securities on Nasdaq, 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
