Off the Chain (BNBX) discloses 9.99% BNB Plus stake capped by warrants

Rhea-AI Filing Summary

BNB PLUS CORP. disclosed that investment entities Off the Chain LP and Off the Chain Capital, LLC have jointly reported beneficial ownership of 460,343 shares of its common stock, representing 9.99% of the class.

The position consists of 217,840 outstanding shares and 242,503 shares of common stock underlying warrants. The funds also hold additional pre-funded and common stock warrants exercisable for more shares, but a 9.99% beneficial ownership limitation in the warrants prevents them from exercising beyond this threshold. The filers state the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.

Insights

Equity ownership and filings analyst

Off the Chain reports a capped 9.99% economic stake via shares and warrants.

Off the Chain LP and Off the Chain Capital, LLC report beneficial ownership of 460,343 BNB PLUS CORP. common shares, or 9.99% of the class. This combines 217,840 outstanding shares with 242,503 shares currently counted from warrant holdings.

The disclosure notes substantial additional pre-funded and common stock warrants that are exercisable for more shares, but all warrants contain a 9.99% beneficial ownership limitation. That cap means the filer cannot exercise the full warrant position while maintaining Schedule 13G status.

The certification states the securities are held in the ordinary course of business and not to change or influence control. Future impact on ownership levels will depend on any changes to BNB PLUS CORP.’s outstanding share count and the filer’s warrant exercise decisions as disclosed in subsequent filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

BNB PLUS CORP.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

03815U607

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 03815U607

1

Names of Reporting Persons

Off the Chain LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 460,343.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 460,343.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

460,343.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 03815U607

1

Names of Reporting Persons

Off the Chain Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 460,343.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,215,650.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

460,343.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BNB PLUS CORP.
(b)	Address of issuer's principal executive offices: 50 Health Sciences Drive, Stony Brook, New York 11790
Item 2.
(a)	Name of person filing: (i) Off the Chain LP (ii) Off the Chain Capital, LLC
(b)	Address or principal business office or, if none, residence: (i)10337 Los Feliz Dr., Orlando, FL 32836
(c)	Citizenship: (i) Off the Chain LP - Delaware (ii) Off the Chain Capital, LLC - Delaware
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 03815U607
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (a) Amount Beneficially Owned. 460,343, which includes 217,840 shares (the "Shares") of Common Stock (the "Common Stock") of BNB Plus Corp. (the "Issuer") and 242,503 shares of Common Stock underlying certain Warrants. OTC LP is the record holder of pre-funded warrants that are exercisable for 1,288,186 shares of Common Stock (the "Pre-Funded Warrants") and Common Stock warrants that are exercisable for 1,506,026 shares of Common Stock (the "Common Stock Warrants" and together with the Pre-Funded Warrants, the "Warrants"). The Warrants contain a beneficial ownership limitation so that in no event shall the holder's beneficial ownership exceed 9.99% (the "Blocker"), and therefore, the number of shares beneficially owned only includes 242,503 shares of Common Stock underlying the Warrants as the Blocker limits OTC LP from exercising for any additional shares of Common Stock. Off the Chain LP is the record holder of the Shares and the Warrants. Off the Chain Capital, LLC, as the manager of Off the Chain LP, has investment discretion over the Shares, Warrants and the shares of Common Stock underlying the Warrants.
(b)	Percent of class: 9.99%. Based on 4,365,541 shares of Common Stock outstanding as of December 15, 2025, as provided by the Issuer in its Annual Report on Form 10-K filed with the SEC on December 22, 2025, plus the 242,503 shares of Common Stock underlying the Warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Off the Chain LP: 0 Off the Chain Capital, LLC: 0
	(ii) Shared power to vote or to direct the vote: Off the Chain LP: 460,343 Off the Chain Capital, LLC: 460,343
	(iii) Sole power to dispose or to direct the disposition of: Off the Chain LP: 0 Off the Chain Capital, LLC: 0
	(iv) Shared power to dispose or to direct the disposition of: Off the Chain LP: 460,343 Off the Chain Capital, LLC: 460,343
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Off the Chain LP

Signature:	/s/ Tom Siegel
Name/Title:	Chief Financial Officer of Off the Chain Capital, LLC
Date:	02/13/2026

Off the Chain Capital, LLC

Signature:	/s/ Tom Siegel
Name/Title:	Chief Financial Officer of Off the Chain Capital, LLC
Date:	02/13/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement.

FAQ

What percentage of BNBX common stock does Off the Chain report owning?

Off the Chain reports beneficial ownership of 9.99% of BNB PLUS CORP. common stock. This percentage is based on 460,343 shares, combining currently held shares and counted warrant shares, relative to the company’s outstanding shares plus the shares underlying those warrants.

How many BNBX shares does Off the Chain beneficially own according to the Schedule 13G?

Off the Chain reports beneficial ownership of 460,343 BNB PLUS CORP. common shares. This total includes 217,840 outstanding shares and 242,503 shares of common stock underlying warrants, constrained by a contractual 9.99% beneficial ownership limitation in the warrant terms.

What types of BNB PLUS CORP. securities does Off the Chain hold?

Off the Chain holds common stock and several types of warrants. These include pre-funded warrants exercisable for 1,288,186 common shares and common stock warrants exercisable for 1,506,026 shares, though only 242,503 warrant shares are currently counted toward beneficial ownership.

Why is only part of Off the Chain’s BNBX warrant position counted in beneficial ownership?

The warrants contain a 9.99% beneficial ownership limitation, often called a blocker. This cap prevents the holder’s beneficial ownership from exceeding 9.99%, so only 242,503 shares underlying the warrants are included in the reported 460,343 beneficially owned shares.

How did BNB PLUS CORP. determine the ownership percentage reported by Off the Chain?

The reported 9.99% stake is calculated using 4,365,541 BNB PLUS CORP. shares outstanding as of December 15, 2025, as disclosed in an annual report, plus 242,503 shares underlying warrants. Off the Chain’s 460,343 beneficially owned shares are measured against this combined share figure.

What is Off the Chain Capital, LLC’s role in managing BNB PLUS CORP. securities?

Off the Chain Capital, LLC is described as the manager of Off the Chain LP and holds investment discretion over the common shares, warrants, and the shares underlying those warrants. Both entities report shared voting and dispositive power over the 460,343 beneficially owned BNB PLUS CORP. shares.