BNB PLUS CORP. 8-K

What Happened
On May 26, 2026, BNB Plus Corp. (BNBX) entered into a Securities Purchase Agreement (SPA) and Warrant Inducement and Exchange Agreements to conduct a private placement financing of convertible preferred equity of up to $5.0 million (the Offering). The SPA contemplates issuance of Series B-1 Preferred Stock (or Series B-1 Prefunded Warrants) and Series F Common Stock Purchase Warrants at an offering price of $1.05 per share-equivalent. The company signed an SPA with a purchaser for a $2.5 million subscription and expects an Initial SPA Closing once at least $2.3 million is subscribed (targeted on or about May 28, 2026). Under the Inducement Agreements, certain 2025 PIPE investors (Exchanging Holders) will (i) exercise at least 13% of their outstanding Series E Warrants at $3.82 per share, (ii) deliver common stock they hold, and (iii) exchange pre-funded warrants and other securities to receive Series B-2 preferred and related securities per the agreement formulas.

Key Details

• Offering size: up to $5.0 million aggregate; Initial SPA Closing requires ≥ $2.3 million (SPA signed May 26, 2026; initial closing expected May 28, 2026).
• Price terms: $1.05 per share-equivalent for Series B-1 preferred; Series E Warrants minimum exercise 13% at $3.82 per share.
• Use of proceeds: first $2.3M (General Proceeds) — including $300,000 expected prepaid advisory fee — for a strategic review of the company’s biotechnology assets and general corporate purposes; proceeds above $2.3M to be contributed to 100%-owned DAT Subsidiaries (Build & Build, LLC and BNBX Ltd.) and held there.
• Corporate and transaction mechanics: company must contribute cash and Digital Assets held outside DAT Subsidiaries into a DAT Subsidiary within 45 days of Initial Closing; company will reimburse one counsel for Purchasers/Exchanging Holders up to $50,000 for fees/costs. A press release announcing the transactions was furnished as Exhibit 99.1.

Why It Matters
This transaction provides an immediate potential cash infusion (initial $2.5M subscription announced) and a financing pathway up to $5M that will introduce convertible preferred stock and additional warrants into BNBX’s capital structure — items that can dilute existing common shareholders when converted or exercised. The company explicitly earmarked the first $2.3M for a strategic review of its biotech assets and general corporate needs, while any excess capital will be directed into its designated digital-asset holding subsidiaries (DAT Subsidiaries), and the company agreed to move existing and future Digital Assets into those subsidiaries. Retail investors should note the dilution and structural changes (preferred series, prefunded warrants, common warrants, and transfers of digital assets to subsidiaries) and watch for further closings, conversion/exercise activity, and subsequent filings that provide more detail on dilution, registration rights, and timing.