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materiality 0.50
BNB Plus signs second registration rights amendment, shifts to demand registration, withdraws S-1
BNB PLUS CORP.
- On September 28, 2026, BNB Plus (BNBX) entered a Second Amendment to its May 26, 2026 Registration Rights Agreement with purchasers holding 50.1%+ of Registrable Securities.
- The amendment replaces mandatory registration with demand rights: holders of at least 51% can make up to two demands, and BNB Plus must file a registration statement within 45 days of a Demand Date.
- BNB Plus will promptly withdraw its August 5, 2026 Form S-1; effectiveness is due 60 days after filing, or 90 days if the SEC conducts a full review.
- Signatories Comstock Multichain Fund and KGPLA Holdings LLC waived prior Events and released BNB Plus from related claims, including the S-1 withdrawal; liquidated damages are capped at 6%.
- The cover page correction states BNBX common stock is registered on OTCQB Venture Market, not Nasdaq; CEO Clay Shorrock signed the amendment.