BNB PLUS CORP.

As filed with the Securities and Exchange Commission on August 5, 2026.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

25 Health Sciences Drive

Stony Brook, New York 11790

631-240-8800

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Clay Shorrock

Chief Executive Officer

25 Health Sciences Drive

Stony Brook, New York 11790

(631) 240-8800

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Alexander R. McClean

Harter Secrest & Emery LLP

1600 Bausch & Lomb Place

Rochester, NY 14604-2711

(585) 231-1248

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED August 5, 2026

Up to 10,864,122 Shares of Common Stock

This prospectus relates to the resale from time to time by the selling stockholders (the “Selling Stockholders”) identified in this prospectus under the caption “Selling Stockholders” of up to an aggregate of 10,864,122 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of BNB Plus Corp. (“we,” “us,” “our,” the “Company” or “BNBX”), consisting of: (i) 4,082,795 shares of Common Stock issuable upon the conversion of 4,082,795 shares of Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred”), of which 2,571,429 shares were issued in the SPA Private Placement, described below, and 1,511,366 shares were issued in the Inducement Private Placement, described below; (ii) up to 1,706,278 shares of Common Stock issuable upon conversion of shares of 1,706,278 shares of Series B-2 Convertible Preferred Stock (the “Series B-2 Preferred” and together with the Series B-1 Preferred, the “Preferred Stock”) issued in the Inducement Private Placement; (iii) up to 2,303,620 shares of Common Stock issuable upon conversion of 2,303,620 Series B-2 Preferred issuable upon the exercise of the Series B-2 Convertible Preferred Pre-Funded Warrants (the “Series B-2 Pre-Funded Warrants”) issued in the Inducement Private Placement; (iv) up to 2,571,429 shares of Common Stock issuable upon the exercise of Series F Warrants at an exercise price of $0.76 per share; and (v) up to 200,000 shares of Common Stock issuable upon the conversion of 200,000 shares of Series B-1 Preferred to be issued to a Selling Stockholder pursuant to the terms of the Cypress Settlement Agreement, described below.

We issued shares of the Series B-1 Preferred, and Series F Warrants to Selling Stockholders in a convertible preferred equity private placement financing (the “SPA Private Placement”) pursuant to a Securities Purchase Agreement, (the “Securities Purchase Agreement”), dated as of May 26, 2026, and joinders to the Securities Purchase Agreement dated July 17, 2026, by and among us and three Selling Stockholders. We also issued shares of Series B-1 Preferred, as well as shares of Series B-2 Preferred, and Series B-2 Pre-Funded Warrants to Selling Stockholders in a convertible preferred equity private placement (the “Inducement Private Placement” and, together with the SPA Private Placement, the “May 2026 Private Placement”) pursuant to Warrant Inducement and Exchange Agreements (the “Inducement Agreements”), dated as of May 26, 2026, by and among us five Selling Stockholders.

The Series B-2 Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Series B-2 Pre-Funded Warrants issued in the Inducement Private Placement are exercised in full. The Series F Warrants are immediately exercisable for cash for a period of three years from the date of issuance and may also be exercised on a cashless basis at any time beginning six months after their initial issuance if, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the underlying shares of Common Stock by the holder thereof.

The closing of the SPA Private Placement was consummated on May 28, 2026 and July 20, 2026. The closing of the Inducement Private Placement was consummated on June 30, 2026.

On July 23, 2026 (the “Termination Date”), we entered into a Termination, Standstill, and Mutual Release Agreement (the “Cypress Settlement Agreement”) with JR Pasch, Joshua Kruger, the former Chairman of our board of directors, Patrick Horsman, our former Chief Investment Officer, Cypress Management LLC, a Puerto Rico limited liability company (“Cypress Strategic Advisor”), and Cypress LLC, a Puerto Rico limited liability company (“Cypress Digital”) (collectively the “Cypress Parties”), pursuant to which we and the Cypress Parties mutually agreed, among other things, to terminate, the Strategic Advisor Agreement (the “SA Agreement”) between us and Cypress Strategic Advisor, the Strategic Digital Assets Services Agreement (the “Digital Services Agreement”) between us and Cypress Digital, and a Consulting Agreement between us and Mr. Horsman. Pursuant to the Cypress Settlement Agreement, we agreed to issue the Cypress Parties an aggregate of 200,000 shares of Series B-1 Preferred in twelve equal monthly installments beginning on the first month anniversary of the Termination Date.

The Selling Stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on The OTCQB Venture Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. We will not receive any proceeds from the resale or other disposition of such securities by the Selling Stockholders. However, we will receive the proceeds of any cash exercise of the Series B-2 Pre-Funded Warrants and Series F Warrants. See “Use of Proceeds” beginning on page 52 and “Plan of Distribution” beginning on page 56 of this prospectus for more information.

Our Common Stock is listed on The OTCQB Venture Market under the symbol “BNBX.” The closing price of the Common Stock on July 30, 2026, as reported by The OTCQB Venture Market, was $0.12 per share.

We are a “smaller reporting company,” as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section titled “Implications of Being a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page15** of this prospectus and elsewhere in this prospectus for a discussion of information that should be considered in connection with an investment in our securities.**

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

The date of this prospectus is , 2026.