BNB PLUS CORP.

DEF 14A 1 tm261549-5_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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25 HEALTH SCIENCES DRIVE

STONY BROOK, NEW YORK 11790

(631) 240-8800

Dear Fellow Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of BNB Plus Corp. (“BNB Plus,” the “Company,” “we” or “us”) to be held at 11:00 a.m., Eastern Time, on Thursday, April 28, 2026.

We are very pleased that the Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. The Special Meeting will be held in a virtual format only, via the Internet, with no physical in-person meeting. You will be able to attend the Special Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BNBX2026SM. You will also be able to vote your shares electronically at the Special Meeting.

We are pleased to use the latest technology to increase access, to improve communication and to obtain cost savings for our stockholders and the Company. Use of a virtual meeting will enable increased stockholder attendance and participation as stockholders can participate from any location.

At the meeting, you will be asked to (i) grant the Board of Directors the discretionary authority for 12 months to amend the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s outstanding and treasury shares of common stock, at a ratio in the range from one-for-five to one-for-thirty, with such specific ratio to be determined by the Company’s Board of Directors following the Special Meeting, while leaving the number of authorized shares of common stock unchanged, and (ii) to approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of proposal (i), if there are not sufficient votes at the time of the Special Meeting to adopt the proposal or to establish a quorum. Detailed information with respect to these matters are set forth in the Proxy Statement, which we encourage you to carefully read in its entirety.

We look forward to greeting personally those stockholders who are able to attend the meeting online. However, whether or not you plan to join us at the meeting, it is important that your shares be represented. Stockholders of record at the close of business on March 23, 2026 are entitled to notice of and to vote at the meeting. Such stockholders are urged to promptly submit the enclosed proxy card, even if their shares were sold after the record date.

You may vote over the Internet, as well as by telephone pursuant to instructions provided on the proxy card. Please review the instructions for each of your voting options described in the Proxy Statement, as well as in the Notice you will receive in the mail.

Thank you for your ongoing support of BNB Plus.

Very truly yours,

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Notice is hereby given that a Special Meeting of Stockholders (the “Special Meeting”) of BNB Plus Corp. (“BNB Plus” the “Company” “we” or “us”), will be held online at 11:00 a.m., Eastern Time, on Thursday, April 28, 2026, for the following purposes:

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to grant the Board of Directors discretionary authority for 12 months to amend the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s outstanding and treasury shares of common stock, at a ratio in the range from one-for-five to one-for-thirty, with such specific ratio to be determined by the Company’s Board of Directors following the Special Meeting, while leaving the number of authorized shares of common stock unchanged (the “Reverse Split Proposal”); and

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to approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of the Reverse Split Proposal if there are not sufficient votes at the time of the Special Meeting to adopt the Reverse Split Proposal or to establish a quorum (the “Adjournment Proposal”).

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We will also consider and act upon such other matters as may properly come before the meeting or any postponement or adjournment of the meeting.

These matters are more fully described in the accompanying Proxy Statement.

Only stockholders of record at the close of business on March 23, 2026 are entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof. The Special Meeting will be held in a virtual format only, via the Internet, with no physical in-person meeting. Stockholders will have the ability to attend, vote and submit questions before and during the virtual meeting from any location via the Internet at www.virtualshareholdermeeting.com/BNBX2026SM.

A complete list of these stockholders will be available in electronic form at the Special Meeting and will be accessible for ten days prior to the Special Meeting. All stockholders are cordially invited to virtually attend the Special Meeting.

Your vote is very important. Whether or not you plan to attend the Special Meeting, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible by Internet, telephone or mail. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “About the Special Meeting” beginning on page 1 of the Proxy Statement or your enclosed proxy card. Please note that shares held beneficially in street name may be voted by you in person at the Special Meeting only if you obtain a legal proxy from the broker, bank, trustee, or other nominee that holds your shares giving you the right to vote the shares.

Very truly yours,

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Stony Brook, New York

Important Notice Regarding the Availability of Proxy Materials

for the Special Meeting of Stockholders

To Be Held on April 28, 2026

The Proxy Statement is available free of charge at the following website: www.proxyvote.com