BNB Plus holder reports 9.9% capped stake

Comstock MultiChain Fund and affiliates report a 9.9% stake in BNB PLUS CORP., while Richard Shorten becomes board chairman amid an ongoing strategic review led by an affiliate.

Rhea-AI Filing Summary

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.

Filing Explained

The strategic review is substantially undertaken, but further recommendations require Board approval and could involve GlobalStake affiliates.

The amendment reports that the strategic review is substantially undertaken, while three of the five directors were appointed after recommendations from the reporting persons; this gives those recommendations representation in the current Board composition.

It also states that future recommendations could involve GlobalStake or its affiliates as a principal party. Because Richard Shorten indirectly controls GlobalStake and leads its engagement, the filing says he will recuse himself from related Board deliberations and votes.

Additional recommendations remain subject to Board approval and are not reported as completed; the filing therefore leaves the review's next implementation stage unresolved.

Key Figures

Beneficial ownership: 687,815 shares Percent of class: 9.9% Shares outstanding: 6,197,223 shares +6 more

9 metrics

Beneficial ownership 687,815 shares Common stock beneficially owned by reporting persons, including preferred conversions

Percent of class 9.9% Portion of BNB PLUS CORP. common stock represented by 687,815 shares

Shares outstanding 6,197,223 shares Common stock outstanding as of August 12, 2026

Deemed outstanding denominator 6,885,038 shares Outstanding shares plus 687,815 deemed outstanding under Rule 13d-3(d)(1)(i)

Series B-1 underlying common 641,426 shares Common stock underlying Series B-1 Convertible Preferred Stock included in beneficial ownership

Series B-2 underlying common (included) 46,389 shares Common stock underlying Series B-2 Convertible Preferred Stock included within 687,815 shares

Series B-2 underlying common (blocked) 503,611 shares Additional Series B-2 underlying shares excluded due to 9.99% Blocker

Warrant underlying common (blocked) 2,462,052 shares Common stock underlying warrants excluded from beneficial ownership by Blocker

Strategic review advisory fee $300,000 Consulting fee paid to GlobalStake for four-month engagement starting June 2026

Key Terms

Beneficial Ownership Limitation, Blocker, Series B-1 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock, +2 more

6 terms

Beneficial Ownership Limitation regulatory

"The Preferred Stock and the Warrants 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.

Blocker financial

"because the Blocker limits Comstock from exercising for any additional shares of Common Stock"

Series B-1 Convertible Preferred Stock financial

"641,426 shares of Common Stock underlying the Series B-1 Convertible Preferred Stock"

Series B‑1 convertible preferred stock is a specific class of ownership that sits between debt and regular shares: it gives holders priority for dividends and payouts and can be converted into common shares under set conditions. Investors care because it changes who gets paid first, how much their share of the company might be diluted when converted, and can affect voting power and upside — think of it as a VIP ticket that can be exchanged for ordinary admission later, altering value and control.

Series B-2 Convertible Preferred Stock financial

"46,389 shares of Common Stock underlying the Series B-2 Convertible Preferred Stock"

Warrants financial

"2,462,052 of Common Stock underlying the Warrants because the Blocker limits Comstock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

strategic review financial

"The strategic review of the Issuer's businesses being conducted by an affiliate of the Reporting Persons"

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.

FAQ

What ownership stake in BNBX does Comstock MultiChain Fund report in this Schedule 13D/A?

Comstock MultiChain Fund and affiliated reporting persons report beneficial ownership of 687,815 shares of BNB PLUS CORP. common stock, representing 9.9% of the outstanding class, including shares underlying Series B-1 and Series B-2 Convertible Preferred Stock subject to a 9.99% Beneficial Ownership Limitation.

How is the 9.9% beneficial ownership in BNBX calculated?

The 9.9% figure is based on 6,197,223 BNB PLUS CORP. common shares outstanding as of August 12, 2026, plus the 687,815 shares deemed outstanding for the reporting persons under Rule 13d-3(d)(1)(i), resulting in a denominator of 6,885,038 shares.

What is the Beneficial Ownership Limitation affecting Comstock’s BNBX holdings?

The Series B-1 and Series B-2 Preferred Stock and the warrants include a 9.99% Beneficial Ownership Limitation (the “Blocker”), so Comstock’s beneficial ownership cannot exceed 9.99%, excluding 503,611 Series B-2 underlying shares and 2,462,052 warrant shares from the reported total.

What board changes at BNB PLUS CORP. are disclosed in this 13D/A?

Effective September 3, 2026, Richard Shorten was appointed to the board and named chairman, and two additional directors, Lok Lee and Todd Larsen, were appointed. As of this amendment, the board has five members, three of whom were appointed following the reporting persons’ recommendations.

What is GlobalStake’s role and compensation in BNBX’s strategic review?

GlobalStake Infrastructure, LLC, indirectly controlled by Richard Shorten, is engaged to conduct a strategic review. The advisory fee of $300,000 has been paid for a four-month term commencing June 2026, and the engagement continues on a month-to-month basis on ratable payment terms unless otherwise agreed.

How does the filing address potential conflicts involving GlobalStake and BNBX?

The reporting persons state that Richard Shorten will recuse himself from board deliberations and voting on GlobalStake’s engagement and any transaction in which GlobalStake may have an interest, or as otherwise required by applicable law, as part of the conflicts process described.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 09:44 PM Accepted by SEC EDGAR 09/04/2026 - 09:43 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. 2)

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
302-658-7581

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

09/02/2026

(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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 687,815.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 687,815.00

11

Aggregate amount beneficially owned by each reporting person

687,815.00

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:

Rows (8), (10), (11) and (13) are based on 6,197,223 shares of Common Stock outstanding as of August 12, 2026, as reported on the cover page of the Issuer's Quarterly Report on Form 10-Q filed on August 13, 2026, and include 641,426 shares of Common Stock issuable upon conversion of Series B-1 Convertible Preferred Stock. Also included in the reported amount are 46, 389 shares of Common Stock issuable upon conversion of Series B-2 Convertible Preferred Stock, as a result of giving effect to the 9.99% Beneficial Ownership Limitation. Under Rule 13d-3(d)(1)(i), the percentage calculation uses 6,885,038 shares as the denominator, consisting of the 6,197,223 plus the 687,815 shares deemed outstanding for the Reporting Persons.

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 687,815.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 687,815.00

11

Aggregate amount beneficially owned by each reporting person

687,815.00

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 687,815.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 687,815.00

11

Aggregate amount beneficially owned by each reporting person

687,815.00

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 687,815.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 687,815.00

11

Aggregate amount beneficially owned by each reporting person

687,815.00

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 2.	Identity and Background
(c)	Item 2 of the Schedule 13D is hereby amended to add the following: Effective September 3, 2026, Richard Shorten was appointed to serve as a member of the Board of Directors of the Issuer (the "Board"). Richard Shorten is the sole owner of Silvermine Capital Advisors, LLC ("Silvermine"), the investment advisor to Comstock MultiChain Fund, L.P. ("Comstock") and continues to be a Reporting Person hereunder. In his capacity as a director of the Issuer, Mr. Shorten intends to participate in the oversight and strategic direction of the Issuer and may have influence over the corporate activities of the Issuer, including activities that may relate to the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Richard Shorten indirectly controls GlobalStake Infrastructure, LLC ("GlobalStake"), the entity engaged by the Issuer to conduct the strategic review described in Item 4, by virtue of Silvermine being the controlling member of a limited liability company that owns approximately 40% of the parent of GlobalStake. As a result, Mr. Shorten has substantial and frequent engagement with management and other members of the Board.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following: Strategic Review Update; Relationship to GlobalStake. The strategic review of the Issuer's businesses being conducted by an affiliate of the Reporting Persons has been substantially undertaken, and the Board has considered and, in certain cases, begun to implement recommendations arising from that review. Specifically, an existing asset management agreement has been terminated, resulting in significant net savings for the Issuer. In addition, the review suggested the addition to the Board of members with digital asset and related industry experience. Richard Shorten indirectly controls GlobalStake, the entity engaged by the Issuer to conduct the strategic review, and serves as the engagement leader for GlobalStake's engagement by the Issuer. The Reporting Persons expect that additional recommendations arising from the strategic review may be considered and, if approved by the Board, implemented in the future. Certain recommendations arising from the strategic review may involve transactions in which GlobalStake or its affiliates would be a principal party. Appointment of Richard Shorten to the Board. Richard Shorten, a Reporting Person, was appointed to serve as a member (and new Chairman) of the Board, effective September 3, 2026. Prior to such appointment, Richard Shorten was interviewed by the Issuer's nominating committee and by the Board. Following that process, the committee recommended, and the Board independently determined, to appoint Richard Shorten to the Board. Recommendation of Additional Director Candidates; Resulting Board Composition. In connection with the Board's consideration of candidates, the Reporting Persons recommended two individuals, Lok Lee and Todd Larsen, as potential director candidates. The Issuer's nominating committee and the Board interviewed each candidate, independently evaluated his qualifications, and thereafter independently determined to appoint each such individual to the Board, effective September 3, 2026. As of the date of this Amendment, the Board consists of five members, of whom three - Richard Shorten, Todd Larsen and Lok Lee - were appointed following the Reporting Persons' recommendation. The Reporting Persons do not have any agreement, arrangement, or understanding - written or oral, formal or informal - with any candidate appointed or nominated to the Board regarding such person's service on the Board, the exercise of such person's fiduciary duties, or the acquisition, holding, voting, or disposition of any securities of the Issuer. Conflicts Process. The Reporting Persons have advised the Issuer that Richard Shorten will recuse himself from Board deliberations and voting with respect to the engagement of GlobalStake and with respect to any transaction in which GlobalStake may have an interest or otherwise as may be required by applicable law. No Agreements Regarding Board Service or Securities. The Reporting Persons have no agreement, arrangement, or understanding with the Issuer with respect to the appointment of Richard Shorten or of any other individual to the Board, and have no right to designate any director of the Issuer. The Reporting Persons have no agreement, arrangement, or understanding of any kind with the individuals recommended as director candidates, with respect to (i) the acquisition, holding, voting, or disposition of any securities of the Issuer, (ii) such individuals' service on, or conduct as members of, the Board, or (iii) the exercise of such individuals' fiduciary duties. Neither of such individuals is employed by, or receives any compensation, indemnification, or reimbursement from, the Reporting Persons or any of their affiliates with respect to service on the Board and, to the knowledge of the Reporting Persons, neither such individual owns any securities of the Issuer. Disclaimer of Group Status. The Reporting Persons expressly disclaim membership in any 'group' within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5(b) thereunder, with (i) the Issuer, (ii) any other stockholder of the Issuer, or (iii) any member of the Board, including any director recommended by the Reporting Persons. Each member of the Board exercises independent judgment and owes fiduciary duties to the Issuer and all of its stockholders. Continuing Reservation of Rights. The Reporting Persons intend to continue to engage with the Issuer's Board and management regarding the strategic direction of the Issuer, the implementation of recommendations arising from the strategic review, and other matters affecting shareholder value. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, at any time and from time to time, engage in discussions with members of the Board, management of the Issuer, other stockholders, potential investors, strategic partners and other interested parties regarding the Issuer's business, operations, management, governance, strategy, capitalization, capital allocation, financial condition and prospects. Depending upon various factors, including the Issuer's business and financial position and prospects, the price level of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose, formulate plans or proposals with respect thereto, or take any other action with respect to their investment in the Issuer as they deem appropriate, including acquiring additional securities, disposing of securities, proposing or considering changes in the Issuer's operations, management, Board composition, governance, capitalization or strategic direction, or considering or proposing one or more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended to add the following, which supersedes the first paragraph of Item 5(a) previously disclosed: 687,815, which consists of 641,426 shares of Common Stock underlying the Series B-1 Convertible Preferred Stock and 46,389 shares of Common Stock underlying the Series B-2 Convertible 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 503,611 shares of Common Stock underlying the Series B-2 Convertible 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.
(b)	Item 5(b) of Schedule 13D is hereby amended and restated in its entirety as follows: 9.99%, based on 6,197,223 shares of Common Stock outstanding as of August 12, 2026, as reported on the cover page of the Issuer's Quarterly Report on Form 10-Q filed on August 13, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended to add the following: Consulting Engagement. GlobalStake, an entity indirectly controlled by Richard Shorten as described in Item 2, remains engaged by the Issuer to conduct the strategic review described in Item 4. As previously disclosed, the advisory fee of $300,000 has been paid and the term of the engagement is for four months commencing June 2026, and continues on a month-to-month basis until terminated on ratable payment terms or as otherwise agreed. No Nomination or Standstill Agreement. The appointment of Richard Shorten to the Board was not made pursuant to any nomination, cooperation, standstill, or similar agreement between the Reporting Persons and the Issuer, and the Reporting Persons have no right to designate any member of the Board. Except as described in this Item 6 and in Item 4, none of the Reporting Persons has any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer.

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:	09/04/2026

Comstock Multichain GP LLC

Signature:	/s/ Richard L. Shorten
Name/Title:	Richard L. Shorten/Authorized Signatory
Date:	09/04/2026

Silvermine Capital Advisors, LLC

Signature:	/s/ Richard L. Shorten
Name/Title:	Richard L. Shorten/Managing Member
Date:	09/04/2026

Shorten Richard Lee Jr.

Signature:	/s/ Richard L. Shorten
Name/Title:	Richard L. Shorten/Authorized Signatory
Date:	09/04/2026