BNB PLUS CORP. 8-K

What Happened BNB Plus Corp. (BNBX) filed an 8-K reporting that on February 2, 2026 the Board appointed James Haft as a director and member of the Board’s Nominating Committee to fill a vacancy following a prior resignation. The Board approved a letter agreement providing Mr. Haft a one-time cash fee and an equity award; a press release announcing the appointment was furnished on February 5, 2026.

Key Details

• Appointment date: February 2, 2026; member of the Nominating Committee.
• Cash compensation: One-time cash fee of $40,000, payable within seven days of appointment.
• Equity award: Initial option grant to purchase up to 93,000 shares at $1.31 per share; vests in four equal installments on May 2, 2026, Aug 2, 2026, Nov 2, 2026, and Feb 2, 2027 under the company’s 2020 Equity Incentive Plan.
• Other items: Mr. Haft will sign the company’s standard director/officer indemnification agreement. No family relationships exist with current officers/directors. A related note: Gaia Digital Assets Fund (co-founded by Mr. Haft’s son Jacob Haft) invested $250,000 in BNB Plus’s October 2025 PIPE; James Haft is not involved in that fund’s management.

Why It Matters This filing informs investors about a governance change and the cost/compensation associated with adding a new director. The up-front cash payment and option grant represent immediate compensation and potential future dilution if options are exercised. The indemnification agreement could expose the company to legal-defense costs related to a director’s service. The filing also discloses a limited connection (a $250,000 PIPE investment) involving a fund co-founded by Mr. Haft’s son, while noting Mr. Haft has no management role in that fund.