BNB PLUS CORP.

In addition to the risk factors noted below and other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K of the Company filed with the SEC on December 22, 2025, and as updated and supplemented in subsequent filings. These risk factors could materially harm our business, operating results and financial condition. Additional factors and uncertainties not currently known to us or that we currently consider immaterial also may materially adversely affect our business, financial condition or future results.

We are not currently in compliance with the Nasdaq continued listing requirements. If we are unable to regain compliance with Nasdaq’s listing requirements, our securities will be delisted, which would negatively impact our common stock’s market price and liquidity and reduce our ability to raise capital.

On March 20, 2026 we received a written notice from Nasdaq notifying us that we no longer satisfy the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq (the “Notification Letter”). Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days (collectively, the “Minimum Bid Price Requirement”). Based on the closing bid price of our common stock for the thirty (30) consecutive business days from February 5, 2026 to March 19, 2026, we no longer satisfy the Bid Price Rule.

The Notification Letter further indicated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), we are not eligible for a compliance period under Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that we have effected a reverse stock split over the prior one-year period or have effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one ( the “Nasdaq’s Reverse Split Rule”). Accordingly, we were informed that our securities would be subject to delisting from Nasdaq unless we timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). We requested a hearing and were heard before the Panel on April 30, 2026.

There can be no assurance that the Panel will grant us our request for continued listing or that we will be able to regain compliance and thereafter maintain our listing on Nasdaq. If the Panel does not grant us our request for continued listing and we are unable to regain compliance with Nasdaq’s listing requirements including the Minimum Bid Price Requirement, we will be subject to delisting, which would have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so.

We and holders of our securities could be materially adversely impacted if our securities are delisted from Nasdaq. In particular:

Certain Risks and Potential Disadvantages Associated with a Reverse Stock Split

We cannot assure you that the proposed Reverse Stock Split will increase the price of our common stock*.*

At our special meeting of stockholders held on April 28, 2026 (the “Special Meeting”), our stockholders granted our Board of Directors discretionary authority for 12 months to amend our Certificate of Incorporation to effect a reverse stock split of our 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 Board of Directors following the Special Meeting, while leaving the number of authorized shares of common stock unchanged (the “Reverse Stock Split ”)

There are risks associated with the potential Reverse Stock Split, including that the Reverse Stock Split may not result in an increase in the per share price of our common stock. We cannot predict whether the Reverse Stock Split, if effected, will increase the market price of our common stock. The history of similar stock split combinations for us and companies in like circumstances is varied. There is no assurance that:

The market price of our common stock will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a Reverse Stock Split. Furthermore, the liquidity of our common stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split.

The proposed Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs.

If effected, the Reverse Stock Split may decrease the liquidity of our common stock because fewer shares would be outstanding after the Reverse Stock Split. The Reverse Stock Split could result in some stockholders owning “odd-lots” of less than 100 shares of common stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.

We will remain subject to Nasdaq’s Reverse Split Rule until at least March 14, 2027 and if the Reverse Stock Split is implemented we will remain subject to Nasdaq’s Reverse Split Rule for at least one year after the effectiveness of the Reverse Stock Split.

We effected a one-for-fifty reverse stock split on March 14, 2025 and a one-for-fifteen reverse stock split on June 2, 2025. Accordingly, based on our prior reverse stock splits we are and will remain subject to Nasdaq’s Reverse Split Rule until at least March 14, 2027. Should our Board of Directors effect the Reverse Stock Split, we would be subject to Nasdaq’s Reverse Split Rule for at least one year after the effectiveness of the Reverse Stock Split.

If the Reverse Stock Split is effected, the resulting per-share market price may not attract institutional investors or investment funds and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of our common stock may not improve.

While our Board of Directors believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split, if effected, will result in a per-share market price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our common stock may not necessarily improve if the Reverse Stock Split is effected.

A decline in the market price of our common stock after the Reverse Stock Split, if effected, may result in a greater percentage decline than would occur in the absence of the Reverse Stock Split.

If the Reverse Stock Split is effected and the market price of our common stock declines, the percentage decline may be greater than would occur in the absence of the Reverse Stock Split. The market price of our common stock will, however, also be based upon our performance and other factors, which are unrelated to the number of shares of common stock outstanding.

Stockholders May Suffer Substantial Dilution if the Reverse Stock Split is Effected

If the Reverse Stock Split is effected, stockholders may suffer substantial dilution as a result of certain provisions contained in the May 2024 Series A Warrants (as defined below).

On May 29, 2024, we closed on a public offering forthe issuance and sale of units (the “Units”), with each Unit consisting of either (A)one share of the Company’s Common Stock, andone Series A warrant (the “ May 2024 Series A Warrant”) to purchaseone share of Common Stock andone Series B warrant, or (B)one pre-funded warrant to purchaseone share of Common Stock andone May 2024 Series A Warrant andone Series B warrant.

The May 2024 Series A Warrants contain a price reset provision that is triggered upon a reverse stock split of our common stock. Upon such an event, the exercise price of the May 2024 Series A Warrants will reset to the lesser of (i) the then-current exercise price or (ii) the lowest volume weighted average price (VWAP) during the period commencing five trading days immediately preceding, and ending five trading days following, the effective date of any reverse stock split. The number of shares underlying the May 2024 Series A Warrants will be proportionately adjusted accordingly.

As a result, if the Reverse Stock Split is effected, the reset of the exercise price and the corresponding increase in the number of shares issuable upon exercise of the May 2024 Series A Warrants could result in substantial dilution to our existing stockholders.