BNB Plus Corp. filings document a Nasdaq-listed common stock issuer with recurring disclosures on capital structure, stockholder approvals, governance, registration statements, and listing compliance. Form 8-K reports cover matters such as stockholder votes on reverse stock split authority, warrant-related share issuance approvals, Nasdaq minimum-bid-price compliance notices, and board changes.
Proxy materials describe special meeting proposals, voting mechanics, authorized-share considerations, and board authority requested from stockholders. Securities Act registration statement amendments address securities offered from time to time, issuer classification, offering mechanics, and related disclosure controls for the company’s public capital structure.
BNB PLUS CORP. (BNBX) is the subject of this amended Schedule 13D, in which Comstock MultiChain Fund, L.P. and related reporting persons disclose beneficial ownership of 687,815 shares of common stock, representing 9.9% of the class, including shares issuable upon conversion of Series B-1 and Series B-2 preferred stock, subject to a 9.99% Beneficial Ownership Limitation.
The ownership percentage is calculated using 6,197,223 shares of common stock outstanding as of August 12, 2026, plus the reporting persons’ deemed outstanding shares under Rule 13d-3. The filing notes that an additional 503,611 shares underlying Series B-2 preferred and 2,462,052 shares underlying warrants are excluded due to the 9.99% blocker.
Effective September 3, 2026, Richard Shorten, who indirectly controls GlobalStake Infrastructure, LLC, was appointed to BNB PLUS CORP.’s board and named chairman, and two additional directors, Todd Larsen and Lok Lee, were also appointed following the reporting persons’ recommendations. GlobalStake remains engaged to conduct a strategic review under a $300,000 advisory arrangement that began in June 2026 and now continues month-to-month. The filing describes cost-saving actions already implemented, outlines that Shorten will recuse himself from matters involving GlobalStake, and disclaims any group status or agreements regarding board service or securities with the issuer or other stockholders.
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. (symbol: BNBX) is the issuer of record for a Form SCHEDULE 13D/A filing submitted to the SEC.
L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 539,892 shares of BNB PLUS CORP. common stock, all issuable upon exercise of warrants. This represents 7.0% of the common stock, based on 7,197,228 shares outstanding as of May 12, 2026.
The position consists of 4,166 shares issuable upon exercise of Series C Warrants, which are subject to a 9.99% beneficial ownership limitation, and 535,726 shares issuable upon exercise of Series A Warrants. L1 Capital reports sole voting and dispositive power over all 539,892 shares, with no shared power. Directors David Feldman and Joel Arber may be deemed beneficial owners but each disclaims beneficial ownership except to the extent of pecuniary interest.
BNB Plus Corp. reports that for the quarter ended June 30, 2026, it is operating as a digital asset treasury company, using BNB cryptocurrency as its primary reserve asset while continuing smaller-scale therapeutic DNA production activities. Total assets rose to $14,964,985 from $4,437,441 at September 30, 2025, driven by digital assets, a $4,526,280 investment in an OBNB digital asset trust, and recent equity financings. Revenue for the nine months reached $2,194,811, mainly from large-scale DNA production, but the company recorded a nine-month net loss of $29,950,919, including sizeable fair value losses on BNB and the OBNB trust plus warrant-related expenses and high selling, general and administrative costs.
Net cash used in operating activities from continuing operations was $8,577,673, while financing activities provided $12,907,885, reflecting private placements of Series B-1 and B-2 convertible preferred stock and warrants, exercises of existing warrants, and ATM share sales. Cash and cash equivalents were $3,761,482 at June 30, 2026, and management states that existing cash, plus liquid cryptocurrency, are expected to fund operations for at least twelve months. On the capital markets side, BNB Plus common stock was delisted from Nasdaq in July 2026 for not meeting the minimum bid price and now trades on the OTCQB Venture Market under the symbol BNBX.
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.