BNB PLUS CORP. 8-K

What Happened
BNB PLUS CORP. (BNBX) announced on July 29, 2026 that it and certain Cypress-related parties entered a Termination, Standstill, and Mutual Release Agreement dated July 23, 2026, terminating the Strategic Digital Assets Services Agreement, the Strategic Advisor Agreement and a Consulting Agreement. Under the Settlement Agreement the Company will pay the Cypress parties $1,000,000 (a $500,000 initial payment on the termination date and $500,000 in 12 equal monthly installments) and issue an aggregate 200,000 shares of Series B-1 Convertible Preferred Stock in 12 equal monthly installments beginning one month after the termination date. In connection with the settlement, Josh Kruger notified the Company of his resignation as Chairman and as a director effective July 31, 2026, and Patrick Horsman ceased to serve as Chief Investment Officer as of the termination date.

Key Details

• Settlement date: July 23, 2026; original Cypress agreements were entered on September 29, 2025.
• Cash and equity consideration: $1,000,000 total ( $500,000 immediately; $500,000 over 12 monthly installments) and 200,000 Series B-1 preferred shares issued over 12 months.
• Default/fee terms: a default fee of $1,250,000 (reduced by cash installment amounts previously paid) applies to certain payment defaults.
• Governance and dilution effects: Cypress parties agreed to a standstill and non-solicitation through September 29, 2030; 695,322 Series E-1 warrants were rescinded and 1,291,312 Series E-1 warrants were modified to waive certain rights related to fundamental transactions.

Why It Matters
For investors, this filing documents a formal end to the Company’s strategic and asset-management relationships with the Cypress group, with immediate cash and preferred-stock obligations totaling $1,000,000 plus 200,000 preferred shares issued over time. The departures of the Chairman (Josh Kruger) and the Chief Investment Officer (Patrick Horsman) are material governance changes. The standstill and warrant rescission/modification reduce the near-term risk of proxy contests and some potential warrant-driven dilution, while the settlement payments and preferred share issuance affect the Company’s near-term cash outflows and capital structure.