BNB PLUS CORP.

Previous wording

Forward-looking statements can generally be identified by the fact that they do not relate strictly to historical or current facts and include, but are not limited to, statements using terminology such as “can”, “may”, “could”, “should”, “assume”, “focus”, “forecasts”, “believe”, “designed to”, “will”, “expect”, “plan”, “anticipate”, “estimate”, “potential”, “position”, “predicts”, “strategy”, “guidance”, “intend”, “budget”, “seek”, “project” or “continue”, or the negative thereof or other comparable terminology regarding beliefs, plans, expectations or intentions regarding the future. You should read statements that contain these words carefully because they:

Current wording

Forward-looking statements can generally be identified by the fact that they do not relate strictly to historical or current facts and include, but are not limited to, statements using terminology such as “can”, “may”, “could”, “should”, “assume”, “focus”, “believe”, “designed to”, “will”, “expect”, “plan”, “anticipate”, “estimate”, “potential”, “position”, “predicts”, “strategy”, “guidance”, “intend”, “seek”, “project” or “continue”, or the negative thereof or other comparable terminology regarding beliefs, plans, expectations or intentions regarding the future. You should read statements that contain these words carefully because they:

Previous wording

Any of the assumptions underlying the forward-looking statements contained in this Quarterly Report could prove inaccurate and, therefore, we cannot assure you that any of the results or events contemplated in any of such forward-looking statements will be realized. Based on the significant uncertainties inherent in these forward-looking statements, the inclusion of any such statement should not be

Current wording

Any of the assumptions underlying the forward-looking statements contained in this Quarterly Report could prove inaccurate and, therefore, we cannot assure you that any of the results or events contemplated in any of such forward-looking statements will be realized. Based on the significant uncertainties inherent in these forward-looking statements, the inclusion of any such statement should not be regarded as a representation or as a guarantee by us that our objectives or plans will be achieved, and we caution you against relying on any of the forward-looking statements contained herein.

Previous wording

We are a digital asset treasury (“DAT”) company that has adopted BNB, the native cryptocurrency of the Binance blockchain ecosystem as our primary reserve asset. By using proceeds from financings, as well as potential cashflow from our operations, we seek to strategically accumulate BNB and utilize the accumulated BNB as a productive treasury asset to produce yield via Binance native and DeFi opportunities.

Current wording

We are a digital asset treasury company that has adopted BNB, the native cryptocurrency of the Binance blockchain ecosystem as our primary reserve asset. By using proceeds from financings, as well as potential cashflow from our operations, we seek to strategically accumulate BNB and utilize the accumulated BNB as a productive treasury asset to produce yield via Binance native and DeFi opportunities. The Company’s digital asset, as well as its investment in digital asset trust, comprises the Company’s digital asset treasury, or “DAT”.

Previous wording

On October 6, 2025, the Company’s Board of directors authorized, and its officers implemented, a restructuring plan pursuant to which the Company reduced overall operating expenses to focus resources on its BNB Strategy. The restructuring plan includes a reduction of the Company’s workforce by sixteen (16) employees, or approximately 60%. We incurred aggregate pre-tax charges in connection with the reduction-in-force, primarily consisting of severance payments, employee benefits, and related costs. The reduction-in-force was substantially completed by December 31, 2025 and associated charges of approximately $1.2 million were recorded in the quarter ended December 31, 2025 and approximately $138,000 is expected to be incurred during second quarter of fiscal 2026.

Current wording

On October 6, 2025, the Company’s Board of directors authorized, and its officers implemented, a restructuring plan pursuant to which the Company reduced overall operating expenses to focus resources on its BNB Strategy. The restructuring plan includes a reduction of the Company’s workforce by sixteen (16) employees, or approximately 60%. We incurred aggregate pre-tax charges in connection with

Previous wording

For the three-months ended December 31, 2025 and 2024, we generated $555,093 and $495,847 in revenues from product sales, respectively. Product revenue increased by $59,246 or 12% for the three-months ended December 31, 2025 as compared to the three-months ended December 31, 2024. The increase in product revenues was due to an increase of approximately $362,000 in sales to a large-scale DNA manufacturing customer and the timing of related orders within our Therapeutic DNA Production Services segment. This increase was offset by a net decrease in our DNA Tagging and Security Products and Services segment of approximately $295,000 year over year in cotton DNA tagging revenue.

Current wording

For the three months ended March 31, 2026 and 2025, we generated $1,007,903 and $548,638 in revenues from product sales, respectively. Product revenue increased by $459,265 or 84% for the three-months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase in product revenues was due to an increase of $552,491 in sales to a large-scale DNA manufacturing customer and the timing of related orders within our Therapeutic DNA Production Services segment. This increase was offset by a net decrease in our DNA Tagging and Security Products and Services segment of $92,725 year over year in cotton DNA tagging revenue.

Previous wording

For the three-months ended December 31, 2025 and 2024, we generated $10,301 and $374,444 in revenues from sales of services, respectively. The decrease in service revenues of $364,143 or 97% for the three-months ended December 31, 2025, as compared to the same period in the prior fiscal year is attributable to a decrease of $302,000 within our DNA Tagging and Security Products and Services segment due to a decrease in our textile isotopic testing services as we stopped providing these services during the prior fiscal year. This decrease was also attributable to a decrease of $58,000 within our Therapeutic DNA Production Services segment due to decreased research and development projects.

Current wording

For the three months ended March 31, 2026 and 2025, we generated $16,208 and $214,184 in revenues from sales of services, respectively. The decrease in service revenues of $197,976 or 92% for the three months ended March 31, 2026, as compared to the same period in the prior fiscal year is attributable to a decrease of $150,680 within our DNA Tagging and Security Products and Services segment due to a decrease in our textile isotopic testing services as we stopped providing these services during the prior fiscal year. This decrease was also attributable to a decrease of $47,798 within our Therapeutic DNA Production Services segment due to decreased research and development projects.

Previous wording

Loss from fair value measurement of digital assets for the three-months ended December 31, 2025 was $1,732,557 and relates to the change in fair value for the BNB units held as of December 31, 2025

Current wording

Loss from fair value measurement of digital assets for the three months ended March 31, 2026 was $2,086,347 and relates to the change in fair value for the BNB units held as of March 31, 2026.

Previous wording

Loss from fair value measurement of investment in digital asset trust for the three-months ended December 31, 2025 was $3,484,009 and relates to the change in fair value for the OBNB Trust Units held as of December 31, 2025.

Current wording

Loss from fair value measurement of investment in digital asset trust for the three months ended March 31, 2026 was $2,548,799 and relates to the change in fair value for the OBNB Trust Units held as of March 31, 2026.

Previous wording

Interest income for the three-months ended December 31, 2025 decreased $59,156 or 87% to $9,143 as compared to $68,299 in the three-months ended December 31, 2024 due to interest earned on our money market accounts.

Current wording

Interest income for the three months ended March 31, 2026 decreased $56,434 or 94% to $3,761 as compared to $60,195 in the three months ended March 31, 2025 due to lower interest rates and a lower balance period over period in our money market accounts.

Previous wording

Unrealized gain on change in fair value of warrants classified as a liability for the three-months ended December 31, 2025 and 2024 was $370 and $244,000, respectively, which relates to the change in fair value of the warrants that are classified as a liability.

Current wording

Unrealized gain on change in fair value of warrants classified as a liability for the three months ended March 31, 2026 and 2025 was $0 and $ 68,430, respectively, which relates to the change in fair value of the warrants that are classified as a liability.

Previous wording

Loss from operations increased $15,730,233, or 528% to $18,708,281 for the three-months ended December 31, 2025 compared to $2,978,048 for the three-months ended December 31, 2024 due to the factors noted above.

Current wording

Loss from operations increased by $3,373,039 or 100% for the three months ended March 31, 2026 to $6,750,583 compared to $3,377,544 for the three months ended March 31, 2025 due to the factors noted above.

Previous wording

Selling, general and administrative expenses for the three-months ended December 31, 2025 increased by $10,779,233 or 420% to $13,348,510 as compared to $2,569,277 for the three-months ended December 31, 2024. The increase is primarily attributable to an increase in consulting expense of approximately $9,420,195. The increase in consulting expense relates to our Digital Asset Treasury segment. We issued warrants to our strategic consultants with a fair value of approximately $8,826,000 that was recorded to consulting expense for the three-months ended December 31, 2025 and represents a one-time charge. We also incurred consulting expenses under these contracts of approximately $1,132,200 entered into during the switch to a digital asset strategy. The increase was also the result of an increase in payroll of approximately $798,000 relating to officer and employee bonuses of $496,000 as well as one time severance payments to the former CEO of $340,000. There was also an increase in stock-based compensation expense of approximately $605,000 during the three-months ended December 31, 2025, which primarily relates to officer, board and employee grants.

Current wording

Selling, general and administrative expenses for the six months ended March 31, 2026 increased by $10,447,176 or 190% to $15,940,157 as compared to $5,492,981 for the six months ended March 31, 2025. The increase is primarily attributable to an increase in consulting expense of $9,939,669. The increase in consulting expense relates to our Digital Asset Treasury segment. We issued warrants to our strategic consultants with a fair value of approximately $8,826,000 that was recorded to consultant expense for the six months ended March 31, 2026. We also incurred consulting expenses under these contracts of $1,113,669, which were entered into during the switch to a digital asset strategy. There was also an increase in stock-based compensation expense of approximately $913,000 during the six months ended March 31, 2026, which primarily relates to officer, board and employee grants. These increases were offset by a decrease of $245,000 related to isotopic testing within our textiles market.

Previous wording

Research and development expenses decreased to $458,562 for the three-months ended December 31, 2025 from $1,015,010 for the three-months ended December 31, 2024, a decrease of $556,448 or 55%. This decrease is primarily due to a decrease of approximately $375,000 for the development of an enzyme for use in our Therapeutic DNA Production Services segment during the prior fiscal year period. Additional decreases include decreases in laboratory supplies of $33,000, service contracts of $38,000 as well as payroll expense of approximately $58,000.

Current wording

Research and development expenses decreased to $830,711 for the six months ended March 31, 2026 from $1,864,368 for the six months ended March 31, 2025, a decrease of $1,033,657 or 55%. This decrease is primarily due to a decrease of approximately $500,000 for the development of an enzyme for use in our Therapeutic DNA Production Services segment during the prior fiscal year period. Additional decreases include a decrease in payroll of $118,000, service contract of $106,000, rent of $40,000, and consulting of $55,000..

Previous wording

Other income (expense), net for the three-months ended December 31, 2025 and 2024, was income of $92,586 and expense of $20,152, respectively. This increase is attributable to the sale of our textile library related to our former isotope business, as well as the sale of equipment during the three-months ended December 31, 2025.

Current wording

Other income (expense), net for the six months ended March 31, 2026 and 2025, was income of $174,249 and expense of $23,247, respectively. This increase is attributable to the sale of our textile library related to our former isotope business, as well as the sale of equipment during the six-months ended March 31, 2026.

Previous wording

Our liquidity needs consist of our working capital requirements and building our BNB Strategy. As of December 31, 2025, we had working capital of $2,905,088. For the three-months ended December 31, 2025, we used cash in operating activities of $5,545,124 consisting primarily of our loss of $18,606,182 net with non-cash adjustments of $48,798 in depreciation and amortization charges, $370 in unrealized gain on change in fair value of warrants classified as a liability, $1,732,557 in loss from fair value measurement of digital asset, $3,484,009 in loss from fair value measurement of investment in digital asset trust, $8,826,154 for warrants issued to consultants, and $633,120 in stock-based compensation expense. Additionally, we had a net increase in operating assets of $1,346,324 and a net decrease in operating liabilities of $316,886. At December 31, 2025, we had cash and cash equivalents of $2,450,536.

Current wording

Our liquidity needs consist of our working capital requirements and building our BNB Strategy. As of March 31, 2026, we had working capital of $1,205,101. For the six-months ended March 31, 2026, we used cash in operating activities of $7,594,751 consisting primarily of our loss of $25,271,341 net with non-cash adjustments of $68,991 in depreciation and amortization charges, $370 in unrealized gain on change in fair value of warrants classified as a liability, $3,818,904 in loss from fair value measurement of digital asset, $6,032,808 in loss from fair value measurement of investment in digital asset trust, $8,826,154 for warrants issued to consultants, $3,010 in digital assets earned, $21,573 for USDC earned for covered call options, and $968,064 in stock-based compensation expense. Additionally, we had a net increase in operating assets of $1,141,365 and a net decrease in operating liabilities of $872,109. At March 31, 2026, we had cash and cash equivalents of $949,091.

Previous wording

We have recurring net losses which have resulted in an accumulated deficit of $397,786,765 as of December 31, 2025. We incurred a net loss of $18,606,182 and generated negative operating cash flow of $5,545,124 for the three-months ended December 31, 2025.

Current wording

We have recurring net losses which have resulted in an accumulated deficit of $404,451,992 as of March 31, 2026. We incurred a net loss of $25,271,341 and generated negative operating cash flow of $7,594,751 for the six months ended March 31, 2026.

Previous wording

As discussed in Note G to the accompanying condensed consolidated financial statements, during October 2025, the Company closed the Private Placement of its common stock and/or pre-funded warrants, and Series E-1 Warrants, and Series E-2 Warrants. Upon the closing of the Private Placement, the Company received $26.8 million in gross proceeds. The Company also received proceeds from warrants exercised of approximately $732 thousand during the three-months ended December 31, 2025 and is actively implementing its BNB strategy.

Current wording

As discussed in Note G to the accompanying condensed consolidated financial statements, during October 2025, the Company closed the Private Placement of its common stock and/or pre-funded warrants, and Series E-1 Warrants, and Series E-2 Warrants. Upon the closing of the Private Placement, the Company received $26.8 million in gross proceeds. The Company also received proceeds from warrants exercised of approximately $732 thousand during the six months ended March 31, 2026 and is actively implementing its BNB strategy. Also, subsequent to March 31, 2026, the Company received net proceeds of approximately $854 thousand from sales of common stock on the ATM.

Previous wording

The Company estimates that it will have sufficient cash and cash equivalents, as well as liquid cryptocurrency to fund operations for the next twelve months from the date of filing this quarterly report. Our digital asset, as well as our investment in digital asset trust are considered longer-term investments and we do not believe we will need to sell and or our Digital asset treasury within the next twelve months to meet our working capital requirements, although we may from time to time sell or engage in other transactions with respect to our Digital asset treasury as part of our treasury management operations.

Current wording

The Company estimates that it will have sufficient cash and cash equivalents, as well as liquid cryptocurrency to fund operations for the next twelve months from the date of filing this quarterly report. Our DAT is considered a longer-term investment and we do not believe we will need to sell our DAT within the next twelve months to meet our working capital requirements, although we may from time to time sell or engage in other transactions with respect to our DAT as part of our treasury management operations.

Previous wording

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

Current wording

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that

Previous wording

The Company’s revenue from its research and development contracts are accounted for/recognized when the performance obligations per the contract are satisfied. These performance obligations are satisfied at the point in time, either when the Company’s services are complete, or when the Company transfers control of the goods to the customer, which in nearly all cases is when title to and risk of loss of the goods transfer to the customer, or when a report is released to a customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The Company invoices customers upon shipment, or completion of the services and its collection terms range, on average, from 30 to 60 days.

Current wording

The Company’s revenue from its research and development contracts are accounted for/recognized when the performance obligations per the contract are satisfied. These performance obligations are satisfied at the point in time, either when the Company’s services are complete, or when the Company transfers control of the goods to the customer, which in nearly all cases is when title to and risk of loss of the goods transfer to the customer, or when a report is released to a customer. The timing of transfer of title and risk of loss is dictated

Previous wording

Sales and purchases of digital assets are reflected as cash flows from investing activities in the condensed consolidated statements of cash flows. Digital assets purchased using USDC are refelected as non-cash investing activites in the condensed consolidated statements of cash flows.

Current wording

Sales and purchases of digital assets are reflected as cash flows from investing activities in the condensed consolidated statements of cash flows. Digital assets purchased using USDC are reflected as non-cash investing activities in the condensed consolidated statements of cash flows.