{"url_path":"/sec/bnbx/8-k/2026-07-13/item-3-01","section_key":"item-3-01","section_title":"Item 3.01 Notice of Delisting or Failure to","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/744452/0001104659-26-082893-index.html","accession_number":"0001104659-26-082893","cik":"0000744452","ticker":"BNBX","issuer_name":"BNB PLUS CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/744452/0001104659-26-082893-index.html","primary_entity_key":"0000744452","primary_entity_name":"BNB PLUS CORP."},"word_count":705,"has_tables":true,"body_markdown":"**Item 3.01       Notice of Delisting or Failure to\nSatisfy a Continued Listing Rule or Standard; Transfer of Listing.**\n\n \n\nOn July 10, 2026, BNB Plus Corp. (the “Company”)\nreceived written notification (the “Delisting Notice”) from The Nasdaq Stock Market (“Nasdaq”) that the Nasdaq\nHearings Panel (the “Panel”) has determined to delist the Company’s common stock, par value $0.001 per share (“Common\nStock”), and suspend trading of its Common Stock at the open of trading on July 14, 2026.\n\n \n\nAs previously reported on March 24, 2026,\nthe Company received written notice on March 20, 2026 (the “Notification Letter”) from the Listing Qualifications Department\nof Nasdaq that the Company did not satsify the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued\nlisting on the Nasdaq Capital Market. The Company was informed that its Common Stock would be subject to delisting from Nasdaq unless\nthe Company timely requested a hearing before the the Panel. The Company timely requested a hearing before the Panel and had a hearing\nbefore the Panel on April 30, 2026. On May 19, 2026, the Panel granted the Company an extension to regain compliance with the\n$1.00 bid price requirement until June 11, 2026. On June 1, 2026, the Company informed the Panel that it would no longer be\npursuing a reverse stock split to regain compliance with the $1.00 bid price requirement but instead the Company asked for an additional\n60-day extension to organically regain compliance with the $1.00 bid price requirement as it made announcements in connection with the\nstrategic review. In its Delisting Notice the Panel declined the Company’s extension request.\n\n \n\nIn accordance with Nasdaq Listing Rule 5820, the Company intends to request that the Nasdaq Listing and Hearing Review Council (the “Listing\nCouncil”) review the Panel’s delisting determination in light of the Company’s recently closed financing and further\ndevelopments in connection with the Company’s ongoing strategic review process (the “Listing Council Review”). If the\nListing Council elects to review the matter, it may affirm, modify, reverse, or remand the Hearing Panel’s decision. The planned\nrequest for Listing Council Review will not stay the Panel’s delisting determination, and trading of the Company's Common Stock\non the Nasdaq Capital Market will be suspended at the open of trading on July 14, 2026.\n\n \n\nThere can be no assurance that the Listing Council\nwill grant the Company's request for the Listing Council Review, or that the Listing Council Review will result in the continued listing\nof the Company's Common Stock on the Nasdaq Capital Market. The Company's Common Stock is expected to continue trading on the OTCQB Venture\nMarket during the pendency of the Listing Council Review, and there can be no assurance as to whether or when the Company's Common Stock\nmay resume trading on the Nasdaq Capital Market.\n\n \n\nIn connection with the Panel’s decision,\nNasdaq will file a Form 25 with the Securities and Exchange Commission (the “SEC”) in accordance with Nasdaq Listing\nRule 5830 and Rule 12d2-2 promulgated under the Securities Exchange Act of 1934, as amended, after applicable appeal periods\nhave lapsed.\n\n \n\nAs a result of the suspension in trading and expected\ndelisting, the Company expects that its Common Stock will begin trading publicly on the OTCQB Venture Market, an over-the-counter market\noperated by OTC Markets Group, under its existing symbol “BNBX” at the open of trading on July 14, 2026.\n\n \n\nThe OTCQB Venture Market\nis a significantly more limited market than the Nasdaq, and quotation on the OTCQB Venture Market will likely result in a less liquid\nmarket for existing and potential holders of the Company’s Common Stock to trade such securities and could further depress the trading\nprice of the Common Stock. The Company can provide no assurance that its Common Stock will continue to trade on this market, whether broker-dealers\nwill continue to provide public quotes of the its Common Stock on this market, or whether the trading volume of its Common Stock will\nbe sufficient to provide for an efficient trading market for existing and potential holders of its Common Stock.\n\n \n\nThe transition of the\nCompany’s Common Stock to the OTCQB Venture Market is not expected to affect the Company's business operations or its reporting\nrequirements under the rules of the SEC."}