Every 8-K that BNB PLUS CORP (BNBX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BNBX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BNBX filings page.
BNB PLUS CORP. (BNBX) reported significant board changes and disclosed relationships with a major shareholder affiliate. On September 2, 2026, directors Robert B. Catell, Joseph D. Ceccoli, and Dr. Yacov Shamash resigned effective September 3, 2026; the company states these resignations were not due to any disagreement over operations, policies, or practices.
On the same date, the board appointed Richard Shorten, Todd Larsen, and Lok Lee as directors effective September 3, 2026, to serve until the next annual meeting and until successors are elected and qualified. Upon effectiveness, Larsen and Lee will serve on the Audit and Compensation Committees, and Larsen will also join the Nominating Committee; compensation arrangements for the new directors will be set later.
The company also describes a $300,000 pre-paid strategic advisory engagement entered into on June 17, 2026 with GlobalStake Infrastructure, LLC, where Shorten is a key owner and leader. GlobalStake, Silvermine Capital Advisors, LLC, and Comstock MultiChain Fund, LP are affiliated entities that participated in prior financings, including the October 2025 PIPE and a May 2026 private placement, involving prefunded and Series E warrants, and issuances of Series B-1 and Series B-2 preferred stock and related prefunded preferred stock purchase warrants.
BNB Plus Corp. entered into a Termination, Standstill, and Mutual Release Agreement with Cypress-affiliated parties, ending its Strategic Digital Assets Services Agreement, Strategic Advisor Agreement, and a consulting agreement with Patrick Horsman. BNB Plus will pay the Cypress parties $1,000,000, with $500,000 due on the termination date and $500,000 in 12 equal monthly installments, and will issue an aggregate of 200,000 shares of Series B-1 Convertible Preferred Stock in 12 monthly installments.
Except in certain Cypress non-compliance cases, any default on these payment obligations triggers a default fee of $1,250,000, reduced by cash installments already paid. The Cypress parties agreed to extensive standstill restrictions through September 29, 2030, a three-year non-interference requirement, ongoing confidentiality and non-disparagement obligations, and mutual releases. They will rescind 695,322 Series E-1 warrants and modify 1,291,312 remaining Series E-1 warrants to waive rights related to fundamental transactions.
In connection with the settlement, Josh Kruger will resign as chairman and director effective July 31, 2026, and Patrick Horsman ceased serving as chief investment officer as of the termination date. The Series B-1 preferred shares will be issued as unregistered securities relying on the Section 4(a)(2) exemption under the Securities Act and applicable state laws.
BNB Plus Corp. received a determination from a Nasdaq Hearings Panel to delist its common stock from the Nasdaq Capital Market for failing to meet the $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(2). Trading on Nasdaq is scheduled to be suspended at the open on July 14, 2026.
The company plans to request a review of the delisting decision by the Nasdaq Listing and Hearing Review Council, citing a recently closed financing and developments in its ongoing strategic review. This request will not stay the suspension of trading.
BNB Plus expects its shares to begin trading on the OTCQB Venture Market under the symbol BNBX on or around July 14, 2026. The company states that OTCQB is a significantly more limited market, likely resulting in reduced liquidity and potential pressure on its share price, though its business operations and SEC reporting obligations are expected to continue unchanged.
BNB Plus Corp. filed an update describing an amendment to its Registration Rights Agreement originally dated May 26, 2026. On June 29, 2026, the company and purchasers holding at least 50.1% of the registrable securities agreed to extend the agreement’s Filing Date to 30 calendar days after the Final Closing Date, provided that the Final Closing Date occurs on or before July 17, 2026. The amendment, dated June 23, 2026, is filed as Exhibit 10.1 and is incorporated by reference.
BNB Plus Corp. entered into additional inducement agreements and unregistered equity transactions tied to its prior financing, resulting in total expected gross proceeds of $4.3 million from preferred stock and warrant issuances. Closings on June 23–24, 2026 brought in $1.54 million from three exchanging holders.
Two further inducement agreements signed on June 10, 2026 are expected to close on or before July 1, 2026, adding about $0.22 million. Across the SPA and five inducement agreements, the company will issue millions of shares of Series B-1 and Series B-2 Preferred Stock and related warrants, which are convertible into up to 7,902,217 shares of common stock under specified terms.
BNB Plus Corp. filed an amendment describing completed and updated financing transactions. The company closed a Securities Purchase Agreement on May 28, 2026, selling 2,380,953 shares of Series B-1 Preferred Stock and issuing Common Warrants for 2,380,953 common shares at $1.05 per share, for gross proceeds of $2.5 million.
The amendment also notes a new Inducement Agreement entered on May 31, 2026 tied to Series E Warrant exercises of about $0.22 million, and updates that initial closings under the Inducement Agreements are expected to generate approximately $1.72 million in aggregate gross proceeds on or before June 9, 2026. These securities were issued in private placements relying on exemptions from SEC registration.
BNB Plus Corp. is raising up to $5 million through a private placement and warrant inducement transaction using two new series of convertible preferred stock. An initial Securities Purchase Agreement covers $2.5 million, with total commitments targeted at $5.0 million from new and existing investors.
The first $2.3 million of proceeds will fund a strategic review of biotechnology assets and general corporate purposes, with remaining proceeds contributed to digital-asset-focused subsidiaries. Series B-1 carries an 8% dividend, a 1.5x liquidation preference and is priced at $1.05 per share, while Series B-2 carries a 6% dividend at $0.38 per share. Investors in Series B-1 also receive three-year common stock warrants at $0.76. The company expects, with anticipated proceeds, to hold over $16 in cash and digital assets and will undertake a comprehensive strategic review led by outside advisors.
BNB Plus Corp. held a special stockholder meeting on April 28, 2026, where investors approved giving the Board of Directors flexibility to carry out a reverse stock split. The Board may, for 12 months, choose a reverse split ratio between one-for-five and one-for-thirty of the company’s outstanding and treasury common shares, while keeping the number of authorized shares unchanged.
Stockholders also approved the ability to adjourn and reconvene the special meeting if more time were needed to gather votes for the reverse split or to establish a quorum. Both proposals received strong support based on the final voting results reported.
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.
BNB Plus Corp. appointed James Haft to its Board of Directors and Nominating Committee effective February 2, 2026, filling a vacancy created by a prior resignation. He will serve until a successor is elected and qualified or until earlier resignation or removal.
Under a letter agreement, Haft receives a one-time $40,000 cash fee and an initial option to purchase up to 93,000 shares at $1.31 per share, vesting in four equal installments between May 2, 2026 and February 2, 2027 under the 2020 Equity Incentive Plan. He will sign the company’s standard indemnification agreement. A fund co-founded by his son invested $250,000 in an October 2025 PIPE, but Haft has no role in that fund’s management.
BNB Plus Corp. reported that on January 15, 2026, Elizabeth M. Schmalz Shaheen resigned from its board of directors, effective immediately. The company stated that her resignation was not due to any disagreement with BNB Plus Corp. regarding its operations, policies, or practices. The filing does not describe any changes to company strategy or operations linked to this departure, indicating this is presented as a routine board change.
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.