{"url_path":"/sec/bnbx/8-k/2026-06-25/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities**","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":451,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities**\n\n \n\nOn June 23, 2026 and June 24, 2026, the Company\nclosed the transactions contemplated by Inducement Agreements entered into between the Company and three Exchanging Holders, and sold\nand issued to the Exchanging Holders 1,318,936 shares of Series B-1 Preferred Stock, 1,195,735 shares of Series B-2 Preferred Stock, and\nSeries B-2 Prefunded Warrants to purchase 2,303,620 shares of Series B-2 Preferred Stock, for aggregate gross proceeds of $1.54 million.\nIn addition, on June 10, 2026, the Company entered into Inducement Agreements with two Exchanging Holders and expects to issue such Exchanging\nHolders upon closing an aggregate of 192,430 shares of Series B-1 Preferred Stock and 510,543 shares of Series B-2 Preferred Stock for\nanticipated aggregate gross proceeds of approximately $0.22 million. The closing of the two inducement agreements is expected to occur\non or before July 1, 2026.\n\n \n\nUpon the closing of the two inducement agreements\nthe Company will have issued, pursuant to the SPA and the five Inducement Agreements, an aggregate of 3,892,319 shares of Series B-1 Preferred\nStock, 1,706,278 shares of Series B-2 Preferred Stock, Series B-2 Prefunded Warrants to purchase 2,303,620 shares of Series B-2 Preferred\nStock, and Series F Warrants to purchase 2,380,953 shares of Common Stock, for aggregate gross proceeds of $4.3 million. Subject to adjustments\nset forth in the applicable Certificate of Designation for the Series B-1 Preferred and Series B-2 Preferred, an aggregate of 7,902,217\nshares of Common Stock will be issuable upon conversion of the Preferred Stock, including any Preferred Stock issuable upon exercise of\nthe Series B-2 Prefunded Warrants.\n\n \n\nThe issuance by the Company of the Series B-1\nPreferred Stock and Common Warrants in connection with the SPA, and the offer of Preferred Stock,\nPreferred Stock Shares, Prefunded Warrants, Prefunded Warrant Shares, Rights, Common Warrants, and Common Warrant Shares pursuant\nto the SPA and Inducement Agreements, was made in reliance upon the exemption from the registration\nrequirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(1) thereof and/or Rule\n506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The securities that were issued pursuant to\nthe SPA and Inducement Agreements have not been registered under the Securities Act and such securities may not be offered or sold in\nthe United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \n**BNB Plus Corp.**\n\n \n \n \n\nDate: June 25, 2026\nBy:  \n*/s/ Clay Shorrock*\n\n \nName:\nClay Shorrock\n\n \nTitle:\nChief Executive Officer"}