BNB PLUS CORP. 8-K/A

What Happened
BNB PLUS CORP. (BNBX) filed an 8‑K (June 3, 2026) reporting that it closed a securities purchase agreement (SPA) on May 28, 2026 and sold 2,380,953 shares of Series B-1 Preferred Stock and issued Common Warrants to buy 2,380,953 shares of Common Stock at an offering price of $1.05 per share, generating $2.5 million in gross proceeds. The company also entered an Inducement Agreement on May 31, 2026 for an exercise of Series E Warrants for about $0.22 million, and expects an initial closing of Inducement Agreements (from May 26 and May 31, 2026) for anticipated aggregate gross proceeds of approximately $1.72 million on or before June 9, 2026. These securities were issued relying on exemptions from registration under the Securities Act (Section 4(a)(1) and/or Rule 506(b) of Regulation D).

Key Details

• Closed SPA on May 28, 2026: 2,380,953 Series B-1 Preferred shares and Common Warrants issued.
• Offering price: $1.05 per share; gross proceeds from SPA: $2,500,000.
• May 31, 2026 Inducement Agreement: exercise of Series E Warrants totaling ~ $220,000.
• Anticipated additional gross proceeds from Inducement Agreements (entered May 26 & May 31): ~ $1.72 million expected by June 9, 2026.
• Securities were not registered and were offered under exemptions (Section 4(a)(1) and/or Rule 506(b)); resale restricted absent registration or exemption.

Why It Matters
This filing tells investors the company raised immediate capital ($2.5M) through a private placement of preferred stock and warrants, improving near‑term liquidity. The additional warrant exercises and inducement transactions could bring further cash (~$1.72M expected) if completed. Because the securities were sold in an unregistered offering, they carry resale restrictions and may affect dilution if warrants are exercised. Investors should note the timing, amounts, and that these are private, exempt offerings rather than registered public issuances.