BNB Plus drops mandatory shelf registration for demand rights; to withdraw Aug 2026 S-1

BNB PLUS CORP.

Second Amendment to the May 26, 2026 Registration Rights Agreement removes the mandatory filing obligation; BNB Plus will promptly withdraw its Aug 5, 2026 Form S-1.
Majority Holders (51% in interest) may make up to two demands; the company must file within 45 calendar days of the Demand Date and reach effectiveness within 60 days (90 if full SEC review).
Purchasers holding 50.1%+ of Registrable Securities waived all prior Events and released the company from liquidated damages, including those tied to the withdrawn August 2026 registration statement.
Penalty terms retained post-amendment: 1.0% of each Holder's subscription amount per month, capped at 6% in aggregate, plus 18% annual interest on unpaid amounts.
Signatories to the Sept 28, 2026 Amendment: Comstock Multichain Fund (Richard Shorten) and KGPLA Holdings LLC (Michael Komaransky); CEO Clay Shorrock signed for BNB Plus Corp.

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