Comstock reshapes BNB Plus (NASDAQ: BNBX) stake via preferred stock and warrants

Rhea-AI Filing Summary

Comstock MultiChain Fund, L.P. and related parties have amended their Schedule 13D on BNB Plus Corp to reflect a restructuring of their position into convertible preferred stock and warrants, reporting beneficial ownership of 1,178,402 shares of Common Stock, or 9.9% of the class on an as-converted basis.

Comstock exercised 195,784 Series E warrants at an exercise price of $3.82 per share and exchanged pre-funded warrants from the 2025 PIPE for new Series B-1 Preferred Stock, Series B-2 Preferred Stock, and pre-funded preferred stock purchase warrants, all generally convertible or exercisable on a one-for-one basis into Common Stock, subject to a 9.99% beneficial ownership cap.

An affiliate of the reporting persons has been engaged by BNB Plus Corp’s board to conduct a strategic review of the company’s biotech and digital asset treasury businesses, which may lead to potential restructurings, combinations, partnerships, investments or other strategic transactions, while the reporting persons continue to review and may adjust their investment over time.

Insights

Equity ownership & activism analyst

Comstock caps BNB Plus stake at 9.9% and gains structural influence via preferreds, warrants, and a strategic review role.

The amended Schedule 13D shows Comstock MultiChain Fund holding 1,178,402 as-converted Common shares, or 9.9% of BNB Plus Corp, based on 11,795,820 shares outstanding. This exposure comes mainly through Series B-1 and B-2 Preferred Stock and associated warrants, all generally on a one-for-one conversion basis.

A key feature is the beneficial ownership limitation (the Blocker) at 9.99%, which prevents additional conversions or warrant exercises that would take Comstock above that threshold. This constrains voting/ownership concentration but still leaves significant economic exposure through unconverted Preferred Stock and unexercised warrants.

The filing also notes an affiliate of the reporting persons has been engaged by BNB Plus Corp’s board to conduct a strategic review of its biotech and digital asset treasury businesses. Any resulting restructuring, combinations, or partnerships would depend on board decisions and deal terms disclosed in future company communications and filings.

Key Figures

Beneficial ownership: 1,178,402 shares Ownership percentage: 9.9% Shares outstanding: 11,795,820 shares +5 more

8 metrics

Beneficial ownership 1,178,402 shares As-converted Common Stock reported by Comstock

Ownership percentage 9.9% Percent of BNB Plus Common Stock class represented

Shares outstanding 11,795,820 shares Common Stock outstanding, as confirmed by issuer

Series E warrants exercised 195,784 warrants Exercised at $3.82 per share under Inducement Agreement

Series B-1 Preferred Stock 641,426 shares Held by Comstock, convertible one-for-one into Common Stock

Series B-2 Preferred Stock 550,000 shares Held by Comstock, convertible one-for-one into Common Stock

Series B-2 prefunded warrants 1,151,810 warrants Pre-funded Preferred Stock Purchase Warrants held by Comstock

Common Stock warrants 1,310,242 warrants Series E Warrants exercisable into Common Stock

Key Terms

Preferred Stock, beneficial ownership limitation, Warrant Inducement Exchange Agreement, Pre-Funded Warrants, +1 more

5 terms

Preferred Stock financial

"shares of Common Stock underlying the shares of the issuer's Series B1 Preferred Stock and Series B2 Preferred Stock"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

beneficial ownership limitation financial

"each contain a beneficial ownership limitation so that in no event shall the holder's beneficial ownership exceed 9.99%"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Warrant Inducement Exchange Agreement financial

"Pursuant to the Warrant Inducement Exchange Agreement entered into with the Company (the "Inducement Agreement")"

Pre-Funded Warrants financial

"Pre-Funded Warrant is exercisable into Preferred Stock on a one-to-one basis"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

strategic review financial

"to conduct a strategic review of the Issuer's businesses, including its biotech business and its digital asset treasury business"

A strategic review is a thorough examination of a company's goals, operations, and plans to determine the best way to move forward. It helps identify strengths, weaknesses, and opportunities, guiding decisions on future actions. For investors, it provides insight into how a company plans to improve performance or adapt to changes, which can influence its long-term prospects.

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Available on EDGAR 06/17/2026 - 08:47 PM Accepted by SEC EDGAR 06/17/2026 - 08:47 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

BNB PLUS CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

03815U607

(CUSIP Number)

Richard Shorten
1209 Orange Street,
Wilmington, DE, 19801
203 208 8631

Edward McNamara
1209 Orange Street,
Wilmington, DE, 19801
9177553613

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 03815U607

1

Name of reporting person

Comstock MultiChain Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,178,402.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,178,402.00

11

Aggregate amount beneficially owned by each reporting person

1,178,402.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

1,178,402 shares of Common Stock underlying the shares of the issuer's Series B1 Preferred Stock and Series B2 Preferred Stock (collectively, the Preferred Stock) owned by the Reporting Persons, which represents less than the entirety of the shares of Common Stock underlying the Preferred Stock. Each series of the Preferred Stock is convertible to Common Stock on a one-share-for-one-share basis. The Preferred Stock is convertible at any time by the holder thereof.

SCHEDULE 13D

CUSIP Number(s): 03815U607

1

Name of reporting person

Comstock Multichain GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CONNECTICUT

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,178,402.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,178,402.00

11

Aggregate amount beneficially owned by each reporting person

1,178,402.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 03815U607

1

Name of reporting person

Silvermine Capital Advisors, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CONNECTICUT

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,178,402.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,178,402.00

11

Aggregate amount beneficially owned by each reporting person

1,178,402.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 03815U607

1

Name of reporting person

Shorten Richard Lee Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,178,402.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,178,402.00

11

Aggregate amount beneficially owned by each reporting person

1,178,402.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: BNB PLUS CORP.
(c)	Address of Issuer's Principal Executive Offices: 25 HEALTH SCIENCES DRIVE, STONY BROOK, NEW YORK , 11790.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13 D is hereby amended and restated in its entirety as follows: Comstock has (i) exercised for cash a certain percentage of its common stock purchase warrants obtained as part of the private placements that BNB Plus Corp. (the "Issuer") closed on October 3, 2025 and October 23, 2025 (collectively the "2025 PIPE"); and (ii) exchanged pre-funded warrants, held by Comstock from the 2025 PIPE, in each case to receive convertible preferred stock and other securities, as described in greater detail in Item 5. The source of funds for the cash portion of the consideration is Comstock's available investment capital. No borrowed funds were used to finance the acquisition of the new securities.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following: Comstock has acquired the new securities for the purpose of investment and to restructure a portion of its existing holdings of the Issuer's securities into the convertible Preferred Stock on the terms agreed with the Issuer. In addition, an affiliate of the Reporting Persons has been retained by the Issuer's board of directors to conduct a strategic review of the Issuer's businesses, including its biotech business and its digital asset treasury business, with a view to consummating a restructuring or one or more strategic transactions to realize shareholder value. Such strategic review may involve recommendations of combinations, partnerships, investments or other similar transactions, including transactions that may involve such affiliate as a principal party. The Reporting Persons may change their intentions with respect to any and all matters referred to in this Item 4. They may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Common Stock or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of the Common Stock. In addition, the Reporting Persons may, at any time and from time to time, (x) review or reconsider their position or change its purpose or formulate plans or proposals with respect thereto and (y) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13 D is hereby amended and restated in its entirety as follows: 5(a) 1,178,402, which consists of shares of Common Stock underlying the Preferred Stock. The Preferred Stock and the Warrants (as defined below) each contain a beneficial ownership limitation so that in no event shall the holder's beneficial ownership exceed 9.99% (the "Blocker"). Accordingly, the number of shares beneficially owned by Comstock does not include 13,024 shares of Common Stock underlying the Preferred Stock and 2,462,052 of Common Stock underlying the Warrants because the Blocker limits Comstock from exercising for any additional shares of Common Stock. Comstock is the record holder of Series E Warrants that are exercisable for 1,310,242 shares of Common Stock (the "Common Stock Warrants"). Comstock also owns 641,426 shares of Series B-1 Preferred Stock. In addition, Comstock owns 550,000 shares of Series B-2 Preferred Stock and 1,151,810 Series B-2 Prefunded Preferred Stock Purchase Warrant shares (the "Prefunded Warrants" and, together with the Common Stock Warrants, the "Warrants"). Each share of the Preferred Stock is convertible to Common Stock on a one-share-for-one-share basis; and each Pre-Funded Warrant is exercisable into Preferred Stock on a one-to-one basis. The Preferred Stock is convertible, and the Pre-Funded Preferred Stock Warrants are exercisable, at any time by the holder thereof, subject to the Blocker. Comstock is the record holder of the shares of the Preferred Stock and the Warrants. Silvermine Capital Advisors, LLC, as the investment advisor of Comstock, has investment discretion over the shares of Preferred Stock directly held and the shares of Common Stock and Preferred Stock underlying the Warrants. Each of Silvermine Capital Advisors, LLC, Comstock GP, and Richard Shorten disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.
(b)	5(b) 9.99%, based on 11,795,820 shares of Common Stock outstanding, as confirmed by the Issuer.
(c)	5(c) Pursuant to the Warrant Inducement Exchange Agreement entered into with the Company (the "Inducement Agreement"), Comstock (1) exercised 195,784 shares of the Series E Warrants issued to it in the October 2025 PIPE, at an exercise price of $3.82 per share of Common Stock, in consideration for the Issuer issuing to Comstock 641,426 shares of Series B-1 Preferred Stock of the Issuer; and (2) delivered to the Issuer all pre-funded warrants issued to Comstock in the 2025 PIPE in exchange for the Issuer issuing Series B-2 Prefunded Preferred Stock Purchase Warrants to Comstock.
(d)	5(d) Comstock has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein. Investors in Comstock may participate in such dividends and proceeds indirectly in accordance with their respective partnership interests. Off the Chain Capital LP is a limited partner in Comstock, and its partnership interest therein would relate to more than five percent of the class of securities reported herein.
(e)	5(e) N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13 D is hereby amended and restated in its entirety as follows: The Reporting Persons' response to Items 4 and 5 is incorporated by reference into this Item 6. Comstock holds Preferred Stock and Warrants, including but not limited to Pre-Funded warrants, to purchase shares of Common Stock and Preferred Stock, which are exercisable at any time (including within 60 days), subject to the Blocker. Only a portion of the shares of Common Stock underlying the Preferred Stock are, however, included in the beneficial ownership information reported herein because they contain a beneficial ownership limitation so that in no event shall the holder's beneficial ownership exceed 9.99%, and therefore the number of shares beneficially owned does not include 13,024 shares of Common Stock underlying the Preferred Stock and 2,462,052 shares of Common Stock underlying the Warrants as the Blocker limits Comstock from exercising for any additional shares of Common Stock. Except as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships with any person with respect to any securities of the Issuer. Comstock is party to the Inducement Agreement and related documents described herein. An affiliate of a Reporting Person has also entered into an engagement with the Issuer's board of directors to conduct a strategic review of the Issuer's businesses, and such review may involve recommendations of combinations, partnerships, investments or other similar transactions, including transactions that may involve such affiliate as a principal party.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Comstock MultiChain Fund, L.P.

Signature:	/s/ Richard L. Shorten
Name/Title:	Richard L. Shorten/Authorized Signatory
Date:	06/17/2026

Comstock Multichain GP LLC

Signature:	/s/ Richard Shorten
Name/Title:	Richard Shorten/Authorized Signatory
Date:	06/17/2026

Silvermine Capital Advisors, LLC

Signature:	/s/ Richard L. Shorten
Name/Title:	Richard L. Shorten/Managing Member
Date:	06/17/2026

Shorten Richard Lee Jr.

Signature:	/s/ Richard Lee Shorten Jr.
Name/Title:	Richard L Shorten Jr./Individual
Date:	06/17/2026

FAQ

What percentage of BNB Plus Corp (BNBX) does Comstock report owning in this Schedule 13D/A?

Comstock reports beneficial ownership of 1,178,402 shares of BNB Plus Corp Common Stock, representing 9.9% of the class on an as-converted basis. This percentage is based on 11,795,820 Common shares outstanding, as confirmed by the issuer.

How is Comstock’s BNB Plus (BNBX) stake structured between preferred stock and warrants?

Comstock’s position is primarily through Series B-1 and B-2 Preferred Stock and warrants. It holds 641,426 Series B-1 Preferred, 550,000 Series B-2 Preferred, 1,151,810 B-2 prefunded warrants, and Series E warrants exercisable for 1,310,242 Common shares, generally on one-for-one terms.

What is the 9.99% beneficial ownership limitation disclosed for BNB Plus (BNBX)?

The preferred stock and warrants include a 9.99% beneficial ownership limitation, called the Blocker. It prevents Comstock from converting or exercising into additional Common Stock once its beneficial ownership would exceed 9.99%, constraining voting and ownership concentration.

What transactions did Comstock complete with BNB Plus (BNBX) under the Inducement Agreement?

Under the Warrant Inducement Exchange Agreement, Comstock exercised 195,784 Series E warrants at $3.82 per share for 641,426 Series B-1 Preferred, and exchanged all pre-funded warrants from the 2025 PIPE for new Series B-2 prefunded preferred stock purchase warrants.

What strategic role does Comstock’s affiliate have with BNB Plus Corp (BNBX)?

An affiliate of the reporting persons has been engaged by BNB Plus Corp’s board to conduct a strategic review of its biotech and digital asset treasury businesses. This may lead to recommendations on restructurings, combinations, partnerships, investments, or similar strategic transactions.

Can Comstock change its BNB Plus (BNBX) investment position after this Schedule 13D/A?

The filing states the reporting persons intend to review their investment on a continuing basis. Depending on factors like financial position, strategy, market conditions, and pricing, they may increase or decrease their stake or enter into hedging and other derivative transactions.