| | Private Placement and Inducement Transaction
On May 26, 2026, BNB Plus Corp., a Delaware corporation (the "Company"), entered into agreements to issue in one or more offerings up to an aggregate amount of $5 million of the Company's securities in a convertible preferred equity private placement financing pursuant to: a Securities Purchase Agreement (the "SPA") with accredited investors ("Purchasers") whereby Purchasers were to invest in the Company's securities in U.S. dollars or stablecoins recognized by the GENIUS Act.
The private placement transaction discussed herein is referred to as the "Offering".
Securities Purchase Agreement
Pursuant to the SPA, the Company agreed to sell and issue to each Purchaser, at an offering price of $1.05 per share, Series B-1 Convertible Preferred Stock ("Series B-1 Preferred Stock"), and/or Series B-1 Prefunded Preferred Stock Purchase Warrants in lieu thereof (the "Series B-1 Prefunded Warrants"), and Series F Common Stock Purchase Warrants (the "Common Warrants") to purchase a number of shares of $0.001 par value common stock of the Company ("Common Stock") equal to 100% of the shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock issued to the Purchaser in connection with the SPA.
KGPLA Holdings LLC ("KGPLA") was a Purchaser in the Offering, which as to KGPLA's investment closed on May 28, 2026, pursuant to which KGPLA acquired 2,380,953 shares of Series B-1 Preferred Stock and Common Warrants to purchase 2,380,953 shares of Common Stock in consideration for an aggregate of $2.5 million in cash.
The cash used for the acquisition of the Series B-1 Preferred Stock and Warrants was transferred to KGLPA from its parent, and was obtained from the proceeds of a margin loan arrangement with Charles Schwab on customary terms, including a floating annual interest rate equal to the federal funds rate plus 1.25%, which is currently 5%.
Additional Terms
Each Common Warrant is exercisable for one share of Common Stock at the exercise price of $0.76 per share of Common Stock (the "Common Warrant Shares"). The Common Warrants are exercisable for cash immediately upon issuance and thereafter may be exercised at any time until three (3) years after issuance. The Common Warrants may also be exercised on a cashless basis at any time beginning six (6) months after their initial issuance if, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the Common Warrant Shares by the holder thereof and are subject to cancellation by the Company if they are not exercised after certain specified trading criteria of the Common Stock is satisfied.
KGPLA's ability to exercise its Common Warrants in exchange for Common Warrant Shares is subject to a 19.99% beneficial ownership limitations set forth therein.
Guaranty Agreement
In connection with the SPA and a separate Warrant Inducement and Exchange Agreements (each an "Inducement Agreement"), entered into with certain other persons (the "Exchanging Holders"), certain subsidiaries of the Company (the "DATS Subsidiaries") agreed to execute a guaranty in favor of the holders of the Preferred Stock and Prefunded Warrants.
Registration Rights Agreement
In connection with the SPA and the Inducement Agreement, the Company, Purchasers, and Exchanging Holders entered into a Registration Rights Agreement dated May 26, 2026, pursuant to which the Company will agree to file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") within thirty (30) days of the date of the Registration Rights Agreement, registering, as applicable, the resale of the Common Stock issuable upon conversion of the Preferred Stock (the "Preferred Stock Shares"), the shares of Common Stock issuable upon exercise of the Series B-1 Prefunded Warrants and certain Series B-2 Prefunded Warrants (the "Prefunded Warrant Shares"), and Common Warrant Shares. The Registration Rights Agreement will also cover the registration of the resale of the Preferred Stock Shares, Prefunded Warrant Shares, and Common Warrant Shares issuable to Purchasers and Exchanging Holders who enter into the SPA or Inducement Agreement after the initial closing and prior to June 15, 2026.
Holders of Preferred Stock have the right to require the Company to redeem all or any portion of such holder's Preferred Stock for cash upon a Fundamental Transaction (including a Liquidation Event), Delisting Event, Treasury Value Event, Warrant Ratchet Event, or Event of Default, as each term is defined in the relevant Certificate of Designation evidencing the applicable Preferred Stock (the "Certificate of Designations").
Preferred Stock Terms
Annual Dividends
The Preferred Stock is entitled to an annual dividend on the Preferred Stock's Accumulated Liquidation Preference, defined below, and which shall be payable quarterly in arrears. Until the first quarterly dividend payment required after the second anniversary of the initial issuance of the Preferred Stock, the Company may, in its sole discretion, choose to pay dividends required under the Certificate of Designations in a dollar amount expressed as an amount per shares of Preferred Stock, which amount will increase such Preferred Stock's stated value. Following the second year anniversary of the initial issuance of the Preferred Stock all dividend payments are required to be made in cash. The Series B-1 Preferred Stock carries an annual dividend rate of 8%.
Liquidation and Dividend Preferences
As defined in the Certificate of Designations, the Series B-1 Preferred Stock has an "Initial Liquidation Preference" of $1.05 and an "Accumulated Liquidation Preference" which equals $1.05 plus any and all dividends.
The "Liquidation Preference" of the Series B-1 Preferred Stock equals an amount equal to (x) 1.5 multiplied by (y) the Accumulated Liquidation Preference plus (z) accrued and unpaid dividends, whether or not declared, that have not yet been compounded and added to the Accumulated Liquidation Preference.
Subject to a maximum distribution of two (2.0) times the Liquidation Preference per share, the Series B-1 Preferred Stock ranks senior to Common Stock and Series B-2 Preferred Stock, with respect to the distribution of assets upon the Company's liquidation, dissolution or winding up, until such Preferred Stock has received an amount equal to its Liquidation Preference, at which point holders of Preferred Stock will participate on a pro-rata as-converted basis with holders of Common Stock in the distribution of any remaining assets of the Company available for distribution to stockholders.
In addition, the holders of Preferred Stock may elect to receive the amounts they would have received upon the distribution of assets upon the Company's liquidation, dissolution or winding up, had such holder converted their Preferred Stock into Common Stock immediately prior to the liquidation event.
Pursuant to the Certificate of Designations, the Company cannot issue capital stock that ranks senior to, or equally with, the Preferred Stock with respect to the (i) distribution of assets upon the Company's liquidation, dissolution or winding up, and (ii) payment of dividends (without regard to whether or not dividends accumulate cumulatively), without the prior approval of holders representing a majority of the outstanding shares of Series B-1 Preferred Stock.
Right to Vote with Holders of Common Stock
The holders of Preferred Stock will have the right to vote together as a single class with the holders of Common Stock on each matter submitted for a vote or consent by the holders of Common Stock, and (i) the Preferred Stock of each holder will entitle such holder to be treated as if such holder were the holder of record, as of the record or other relevant date for such matter, of a number of shares of Common Stock equal to the number of shares of Common Stock that would be issuable upon conversion of such Preferred Stock, subject to the terms of conversion in the Certificate of Designations, assuming such Preferred Stock were converted on such record or other relevant date; and (ii) the holders will be entitled to notice of all stockholder meetings or proposed actions by written consent in accordance with the Company's Certificate of Incorporation, as amended, Bylaws, and the Delaware General Corporation Law as if the holders were holders of Common Stock.
Protective Provisions
While any Series B-1 Preferred Stock remains outstanding, the Company may not take certain significant actions without the approval of holders representing a majority of the outstanding Series B-1 Preferred Stock, which majority is currently held by KGPLA. These protective provisions apply to, among other things, the issuance of additional preferred or senior securities; amendments to organizational or governing documents that adversely affect the Series B-1 Preferred Stock; liquidation events or fundamental transactions that do not provide holders with at least their liquidation preference and the right to receive payment in cash or liquid digital treasury assets; the creation of securities ranking senior or pari passu to the Series B-1 Preferred Stock; dividends, redemptions or repurchases of junior securities; incurrence of liens or indebtedness above specified thresholds; material transfers or misuse of digital treasury assets; waivers of events of default; and a broad range of actions involving any DAT Subsidiary, including reorganizations, insolvency actions, asset sales, changes to organizational documents, intercompany transfers, commingling of assets, or amendments impairing the guaranty.
Conversion Rights
The Convertible Preferred Stock is convertible solely at the option of the holders, subject to any applicable beneficial ownership limitations. KGPLA's ability to convert the Series B-1 Preferred Stock into Common Stock is subject to a 19.99% beneficial ownership limitation.
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Upon conversion, holders are entitled to receive a number of shares of Common Stock determined by dividing the liquidation preference of the converted preferred shares by the applicable conversion price, initially resulting in a one-for-one conversion ratio, subject to customary anti-dilution adjustments. Fractional shares are not issuable, with cash payable in lieu thereof. The Company is generally required to deliver the conversion consideration within two trading days following the conversion date, and holders become record owners of the underlying Common Stock as of the close of business on the applicable conversion date.
The conversion price is subject to customary adjustment provisions for stock dividends, stock splits, stock combinations, tender offers, exchange offers and similar recapitalization events, as well as broader "Common Stock Change Events," including mergers, consolidations, asset sales and similar transactions. In such events, holders will thereafter be entitled to receive the same type and amount of property that holders of Common Stock would have received in the transaction. The certificate also includes customary provisions governing calculation methodologies, deferred adjustments below a one percent threshold, notices of adjustments, treatment under stockholder rights plans, and execution of supplemental agreements to preserve holder economics following corporate transactions.
The Company may voluntarily reduce the conversion price for limited periods if approved by the board and otherwise permitted by law and stock exchange rules, although any reduction reasonably expected to create adverse tax consequences for holders requires approval of a majority of the outstanding Preferred Stock. Certain issuances of Common Stock, including employee equity issuances, preexisting warrants or convertible securities, dividend reinvestment plans, and approved commercial arrangements, do not trigger conversion price adjustments. |
| | A copy of the Certificate of Designation of the Series B 1 Preferred Stock and Series F Common Stock Purchase Warrants, as well as the Form of Securities Purchase Agreement, Registration Rights Agreement and Guaranty Agreement described in Item 3 above are incorporated by reference herein.
Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
