{"url_path":"/sec/bnbx/8-k/2026-06-25/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/744452/0001104659-26-077784-index.html","accession_number":"0001104659-26-077784","cik":"0000744452","ticker":"BNBX","issuer_name":"BNB PLUS CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/744452/0001104659-26-077784-index.html","primary_entity_key":"0000744452","primary_entity_name":"BNB PLUS CORP."},"word_count":697,"has_tables":true,"body_markdown":"false\n0000744452\n\n0000744452\n\n2026-05-26\n2026-05-26\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\n \n\n \n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**WASHINGTON, D.C. 20549**\n\n** **\n\n**FORM 8-K/A**\n\n**Amendment No. 2**\n\n** **\n\n**CURRENT REPORT**\n\n**PURSUANT TO SECTION 13 OR 15(d) OF THE\nSECURITIES EXCHANGE ACT OF 1934**\n\n \n\nDate of Report (Date of earliest event reported):\n**May 26, 2026**\n\n  \n\n**BNB Plus Corp.**\n\n(Exact name of registrant as specified in its charter)\n\n  \n\n**Delaware**\n\n(State or other jurisdiction\n\nof incorporation)\n\n**001-36745**\n\n(Commission File Number)\n\n**59-2262718**\n\n(IRS Employer\n\nIdentification No.)\n\n \n\n**25 Health Sciences Drive**\n\n**Stony Brook, New York 11790**\n\n(Address of principal executive offices) (Zip Code)\n\n  \n\n**631****-240-8800**\n\n(Registrants’ telephone number, including\narea code)\n\n** **\n\n \n\n(Former name or former address, if changed since\nlast report)\n\n \n\nCheck the appropriate box below if the Form 8-K\nfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n \n\n¨\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n¨\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n¨\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n\n¨\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n \n\nSecurities registered pursuant to Section 12(b)\nof the Act:\n\n \n\nTitle of each class\n \nTrading\n\nSymbol(s)\n \nName of each exchange on\nwhich registered\n\nCommon Stock, $0.001 par value\n \nBNBX\n \nThe Nasdaq Stock Market\n\n \n\nIndicate by check mark whether the registrant\nis an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the\nSecurities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\n \n\nEmerging growth company    ¨\n\n \n\nIf an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act. ¨\n\n \n\n \n\n \n\n \n\n \n\n \n\n**Explanatory Note**\n\n** **\n\nOn May 27, 2026, BNB Plus Corp., a Delaware corporation\n(the “Company”), filed a Current Report on Form 8-K (the “Original 8-K”), as amended by Current Report on Form\n8-K/A filed on June 3, 2026 (collectively with the Original 8-K the “Prior Filings”) related to the entry into (1) a Securities\nPurchase Agreement (“SPA”) with an accredited investor (the “Purchaser”), pursuant to which the purchaser (“Purchaser”)\nagreed to purchase Series B-1 Preferred Stock, and/or Series B-1 Prefunded Warrants in lieu thereof,\nand Common Warrants, at an offering price of $1.05 per share for an aggregate subscription amount of $2.5 million, and; (2) Warrant Inducement\nand Exchange Agreements (each an “Inducement Agreement”), with certain investors (each an “Exchanging Holder”)\nwho participated in the Company’s private placements that closed on October 3, 2025 and October 23, 2025 (collectively the “2025\nPIPE”), whereby each Exchanging Holder agreed to (i) exercise for cash a certain percentage of outstanding Series E Common Stock\nPurchase Warrants (the “Series E Warrants”); (ii) exchange common stock of the Company, par value $0.001 per share (“Common\nStock”); and (iii) exchange pre-funded warrants, held by the Exchanging Holder, to receive convertible preferred stock and other\nsecurities, as described in the Original 8-K.\n\n \n\nThe Prior\nFilings describe the terms of the transactions contemplated by the SPA and Inducement Agreements and the closing of the SPA on May 28,\n2026. This Amendment No. 2 to Current Report on Form 8-K/A (this “Second Amendment”) is being filed to supplement the Prior\nFilings to (1) announce the entry into additional Inducement Agreements in connection with the Transactions contemplated by the Prior\nFilings, (2) report the closing of Inducement Agreements with two investors on June 23, 2026, and one investor on June 24, 2026, and (3)\nreport the total number of Series B-1 Preferred Stock, Series B-2 Preferred Stock, and Series\nB-2 Prefunded Warrants to be issued in connection with the five Inducement Agreements.\n\n \n\nExcept as expressly set forth herein, this Second\nAmendment does not amend the Prior Filings in any way and does not modify or update any other disclosures contained in the Prior\nFilings. This Second Amendment supplements the Prior Filings and should be read in conjunction\nwith the Prior Filings. Except as defined herein, capitalized terms have the same meaning as defined in the Prior Filings."}