BNB PLUS CORP. 8-K/A

What Happened

• BNB PLUS CORP. (BNBX) announced it closed transactions on June 23–24, 2026 under Inducement Agreements with three exchanging holders, issuing 1,318,936 shares of Series B-1 Preferred, 1,195,735 shares of Series B-2 Preferred, and Series B-2 prefunded warrants to buy 2,303,620 shares of Series B-2 Preferred for aggregate gross proceeds of $1.54 million.
• The company also entered Inducement Agreements on June 10, 2026 with two additional exchanging holders and expects to issue 192,430 shares of Series B-1 and 510,543 shares of Series B-2 upon closing (on or before July 1, 2026) for about $0.22 million. After those closings, the SPA and five Inducement Agreements will total issuance of 3,892,319 Series B-1 shares, 1,706,278 Series B-2 shares, Series B-2 prefunded warrants to purchase 2,303,620 B-2 shares, and Series F warrants to purchase 2,380,953 common shares, for aggregate gross proceeds of $4.3 million.
• Subject to adjustments in the Certificates of Designation, those preferred securities (including any issued on exercise of prefunded warrants) could convert into an aggregate of 7,902,217 shares of common stock. The offerings were made in reliance on exemptions from registration under Section 4(a)(1) and/or Rule 506(b) of Regulation D.

Key Details

• Closed proceeds (June 23–24, 2026): $1.54 million.
• Expected additional issuance (closing on/before July 1, 2026): ~192,430 B-1 and 510,543 B-2 for ~$0.22 million.
• Total expected after all closings: $4.3 million gross proceeds; potential issuance convertible into 7,902,217 common shares; 2,380,953 common shares issuable on Series F warrants.
• Securities were issued in a private placement and are not registered under the Securities Act.

Why It Matters

• Dilution: If the preferred shares convert and warrants are exercised, up to several million common shares could be issued, diluting existing shareholders’ ownership percentage.
• Liquidity and resale: The securities were sold in a private placement relying on exemptions, so they are not registered and cannot be freely resold in the U.S. without registration or an applicable exemption.
• Capital: The transactions provide immediate capital ($1.54M closed, up to $4.3M expected) which may support the company’s operations or strategic plans.