BNB Plus Corp. (NASDAQ: BNBX) investors back share boost and equity plan

Rhea-AI Filing Summary

BNB Plus Corp. held a special meeting of stockholders on December 12, 2025, where investors approved three capital-related proposals. Stockholders first approved, under Nasdaq Listing Rules 5635(a) and 5635(d), the exercisability of certain pre-funded warrants and common stock purchase warrants, and the issuance of the common shares underlying those securities, which were issued under a securities purchase agreement dated September 29, 2025.

They also approved an amendment to the Certificate of Incorporation to increase authorized common shares from 200,000,000 to 500,000,000, expanding the number of shares the company may issue in the future. In addition, stockholders approved an amendment to the 2020 Equity Incentive Plan to increase the shares reserved for equity awards by 5,000,000. Each proposal received sufficient votes for approval, indicating broad support for the company’s capital and incentive plans.

Insights

Equity capital structure analyst

Shareholders approved more authorized stock, warrant exercisability, and a larger equity plan.

Stockholders of BNB Plus Corp. approved the exercisability of certain pre-funded and common stock purchase warrants and the issuance of the underlying common shares issued under a September 29, 2025 securities purchase agreement. This formal stockholder approval is required under Nasdaq Listing Rules 5635(a) and 5635(d) when warrant-related share issuance could be significant relative to existing equity.

They also authorized an increase in common stock authorization from 200,000,000 to 500,000,000 shares and expanded the 2020 Equity Incentive Plan reserve by 5,000,000 shares. These actions permit the company to issue additional shares for financing, corporate purposes, and employee or director equity awards over time, depending on future board and management decisions. The actual impact on existing holders will depend on how many shares are ultimately issued under these approvals.

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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): December 12, 2025

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.)

50 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 5.07 Submission of Matters to a Vote of Security Holders.

On December 12, 2025, the Company held a special meeting of stockholders (the “Special Meeting”). The following proposals were voted on and were approved by the Company’s stockholders at the Special Meeting with the stockholders having voted as set forth below:

I. To approve, in accordance with Nasdaq Listing Rules 5635(a) and 5635(d), the exercisability of certain pre-funded warrants and common stock purchase warrants, and the issuance of the Common Stock underlying such pre-funded warrants and warrants, which pre-funded warrants and warrants were issued pursuant to a securities purchase agreement dated September 29, 2025.

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	1,642,390				32,343				2,403				458,660

II. To approve an amendment to our Certificate of Incorporation, as amended, to increase the number of authorized shares of our Common Stock from 200,000,000 to 500,000,000.

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	1,971,926				159,690				4,180				0

III. To approve an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of authorized shares of Common Stock reserved for issuance by 5,000,000 shares.

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	1,613,405				40,684				23,047				458,660

Each of the foregoing voting results from the Special Meeting is final. Based on the foregoing votes, each of the proposals was approved.

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: December 15, 2025	By:	/s/ Clay Shorrock
	Name:	Clay Shorrock
	Title:	Chief Executive Officer

FAQ

What did BNB Plus Corp. (BNBX) stockholders approve at the special meeting?

Stockholders of BNB Plus Corp. approved three items: the exercisability of certain pre-funded and common stock purchase warrants and issuance of the related common shares, an increase in authorized common stock from 200,000,000 to 500,000,000, and a 5,000,000-share increase to the 2020 Equity Incentive Plan reserve.

How did BNB Plus Corp. (BNBX) change its authorized common stock?

Stockholders approved an amendment to the company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 500,000,000, expanding the share capital the company may issue in the future.

What happened to BNB Plus Corp.’s 2020 Equity Incentive Plan?

Stockholders approved an amendment to the 2020 Equity Incentive Plan that increases the number of common shares reserved for issuance by 5,000,000, allowing more stock-based awards to employees, directors, or other service providers.

What was the warrant-related proposal approved by BNB Plus Corp. (BNBX) investors?

Investors approved, in accordance with Nasdaq Listing Rules 5635(a) and 5635(d), the exercisability of certain pre-funded warrants and common stock purchase warrants, and the issuance of the common stock underlying those warrants, which were issued under a securities purchase agreement dated September 29, 2025.

Did BNB Plus Corp. (BNBX) stockholders support the proposals by wide margins?

Yes. For example, the proposal to approve the warrant exercisability and related share issuance received 1,642,390 votes for and 32,343 against, and the increase in authorized common stock received 1,971,926 votes for and 159,690 against, indicating strong support.

When did BNB Plus Corp. (BNBX) hold the special meeting to vote on these proposals?

The special meeting of stockholders was held on December 12, 2025, and the company reported that all three proposals were approved based on the final voting results.