8-K
filed May 27, 2026, 8:15 AM ET
ticker BNBX
CIK 0000744452
other material
confidence high
sentiment neutral
materiality 0.75
BNB Plus Corp. raises up to $5M in convertible preferred equity private placement and warrant inducement
BNB PLUS CORP.
- Initial SPA closing of $2.5M expected May 28; Series B-1 Preferred (8% dividend) and Common Warrants ($0.76 strike) issued.
- Series E warrant exercise by existing holders of ~$1.65M; exchange for Series B-2 Preferred (6% dividend); closing by June 2.
- First $2.3M of proceeds used for biotech strategic review and corporate purposes; excess to digital asset treasury subsidiaries.
- Series B-1 and B-2 Preferred created, each initially convertible 1:1 into common stock with senior liquidation preferences.
- Registration rights agreement filed within 30 days; resale registration to cover Preferred Shares, warrant shares.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
BNB PLUS CORP. issued preferred stock to accredited investors for $1.05 per share, $2.5 million aggregate subscription.
- Security
- preferred stock
- Purchaser
- accredited investors
- Consideration
- $1.05 per share, $2.5 million aggregate subscription
Exact text from the filing
Pursuant to the SPA, the Company has agreed to sell and issue to each Purchaser, at an offering price of $1.05 per share, Series B-1 Preferred Stock
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
BNB PLUS CORP. issued the same number of Series B-2 Prefunded Warrants of warrant to Exchanging Holders for exchange of pre-funded warrants held from 2025 PIPE.
- Security
- warrant
- Shares
- the same number of Series B-2 Prefunded Warrants
- Purchaser
- Exchanging Holders
- Consideration
- exchange of pre-funded warrants held from 2025 PIPE
Exact text from the filing
deliver to the Company all pre-funded warrants issued to the Exchanging Holder in the 2025 PIPE in exchange for the Company issuing the Exchanging Holder the same number of Series B-2 Prefunded Warrants
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
BNB PLUS CORP. issued warrant to accredited investors for included in $1.05 per share offering price.
- Security
- warrant
- Purchaser
- accredited investors
- Consideration
- included in $1.05 per share offering price
Exact text from the filing
the Company has agreed to sell and issue to each Purchaser, at an offering price of $1.05 per share, Series B-1 Preferred Stock (defined in Item 5.03 below), and/or Series B-1 Prefunded Preferred Stock Purchase Warrants
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
BNB PLUS CORP. issued 100% of the shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock of warrant to accredited investors for included in the SPA subscription price.
- Security
- warrant
- Shares
- 100% of the shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock
- Purchaser
- accredited investors
- Consideration
- included in the SPA subscription price
Exact text from the filing
and Series F Common Stock Purchase Warrants (the “Common Warrants”) to purchase a number of shares of Common Stock equal to 100% of the shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
BNB PLUS CORP. issued the same number of Series B-2 Preferred Stock of preferred stock to Exchanging Holders for exchange of Common Stock issued in the 2025 PIPE.
- Security
- preferred stock
- Shares
- the same number of Series B-2 Preferred Stock
- Purchaser
- Exchanging Holders
- Consideration
- exchange of Common Stock issued in the 2025 PIPE
Exact text from the filing
deliver to the Company all shares of Common Stock issued to the Exchanging Holder in the 2025 PIPE and issued in connection with the exercise of the Minimum Percentage of Series E Warrants in exchange for the Company issuing the Exchanging Holder the same number of Series B-2 Preferred Stock
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
BNB PLUS CORP.: Created two new series of preferred stock, Series B-1 and Series B-2, via certificates of designation filed with the Secretary of State of Delaware, effective May 26, 2026, designating 5,000,000 shares each from previously undesignated preferred shares (effective 2026-05-26).
- Change
- charter amendment
- Effective
- 2026-05-26
Exact text from the filing
In connection with the Offering, the Company’s Board of Directors (the “Board”) approved a certificate of designation (the “Series B-1 Certificate of Designation”) fixing the voting powers, designations, preferences and rights and the qualifications, limitations or restrictions of Series B-1 Convertible Preferred Stock, par value $0.001 per share (the “Series B-1 Preferred Stock”), a newly created series of preferred stock of the Company, which became effective upon its filing with the Secretary of State of the State of Delaware on May 26, 2026.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
BNB PLUS CORP. entered into Warrant Inducement and Exchange Agreement with certain investors who participated in 2025 PIPE (effective 2026-05-26).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- certain investors who participated in 2025 PIPE
- Effective
- 2026-05-26
Exact text from the filing
(2) Warrant Inducement and Exchange Agreements (each an “Inducement Agreement”), with certain investors (each an “Exchanging Holder”) who participated in the Company’s private placements that closed on October 3, 2025 and October 23, 2025 (collectively the “2025 PIPE”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
BNB PLUS CORP. entered into Securities Purchase Agreement with accredited investors valued at up to an aggregate amount of $5 million (effective 2026-05-26).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- accredited investors
- Value
- up to an aggregate amount of $5 million
- Effective
- 2026-05-26
Exact text from the filing
On May 26, 2026, BNB Plus Corp., a Delaware corporation (the “Company”), entered into agreements to issue in one or more offerings up to an aggregate amount of $5 million (the “Aggregate Offering Amount”) of the Company’s securities in a convertible preferred equity private placement financing pursuant to: (1) a Securities Purchase Agreement (the “SPA”) with accredited investors (“Purchasers”)
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.