BNB PLUS CORP.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
BNBX$0.16-56.8%Stored close · as of Jul 13, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001104659-26-062596
Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001104659-26-095910
Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 107 previous paragraphs and 133 current paragraphs.
66 unchanged; 35 reworded; 31 added; 3 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 39 previous and 35 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
Recent Developments
Current report
Cypress Settlement Agreement
Current report
On July 23, 2026, the Company and the Cypress Parties entered into the Cypress Settlement Agreement pursuant to which the Company and the Cypress Parties mutually agreed to terminate, effective as of the Termination Date, the Digital Services Agreement, the SA Agreement, and a Consulting Agreement between us and Mr. Horsman dated October 1, 2025 and the Company is transitioning execution of the Company’s BNB treasury strategy fully in-house.
Current report
Pursuant to the Cypress Settlement Agreement the Company agreed to (i) pay the Cypress Parties an aggregate sum of $1,000,000 consisting of an initial payment of $500,000 on the Termination Date with the remaining $500,000 to be made in twelve equal monthly installments commencing on the first business day following the Termination Date, and (ii) issue to the Cypress Parties, an aggregate of
Current report
200,000 shares of Series B-1 Preferred in twelve equal monthly installments beginning on the first month anniversary of the Termination Date. Except for certain instances of non-compliance with the Cypress Settlement Agreement by the Cypress Parties, the Company agreed that any default of its payment obligations under the Cypress Settlement Agreement will incur a default fee to the Cypress Parties in the aggregate of $1,250,000 reduced by the aggregate amount of all Cash Installment Payments previously paid by the Company prior to the date of such default.
Current report
In connection with the Cypress Settlement Agreement Mr. Kruger notified the Company of his resignation as Chairman and as a director of the Company, effective July 31, 2026, and Mr. Horsman ceased to serve as the Company’s Chief Investment Officer effective as of the Termination Date.
Current report
The Cypress Parties also agreed, among other things, that until September 29, 2030, they will not, directly or indirectly: (i) solicit proxies or written consents of stockholders, or participate in any solicitation of any proxy, consent or other authority to vote the Company’s securities; (ii) present proposals for consideration for action by stockholders at any annual or special meeting of the Company; (iii) submit, encourage or otherwise solicit stockholders of the Company or induce or attempt to induce any other person to initiate stockholder proposals; (iv) seek to remove any member of the Board, propose any nominee for election to the Board, or seek representation on the Board; (v) grant any proxy, consent or other authority to vote with respect to any matters at any annual or special meeting of the Company other than to the named proxies included in the Company’s proxy card; (vi) deposit any securities in a voting trust or subject them to a voting agreement; (vii) own, purchase or acquire any additional shares of the Company’s common stock, right to vote or direct the voting of the Company’s common stock, or any securities convertible into the Company’s common stock.
Current report
In addition, the Cypress Parties agreed to the (i) recission of 695,322 Series E-1 warrants to purchase shares of the Company’s common stock previously issued to the Cypress Strategic Advisor pursuant to the SA Agreement (the “Rescinded Warrants”), and (ii) modification of 1,291,312 Series E-1 warrants previously issued to the Cypress Strategic Advisor remaining after giving effect to the Rescinded Warrants (the “Modified Warrants”), to replace Section 3(d) of the Modified Warrants with a complete waiver of any rights the holder thereof may have in law, equity or otherwise, related to the effect on the Modified Warrants of fundamental transactions of the Company.
Current report
Resignation of Chairman of the Board of Directors and Chief Investment Officer
Current report
In connection with the Cypress Settlement Agreement Mr. Kruger notified us of his resignation as Chairman and as a director of the Company, effective July 31, 2026, and Mr. Horsman ceased to serve as our Chief Investment Officer effective as of the Termination Date.
Current report
May 2026 Private Placement
Current report
We completed the SPA Private Placement on May 28, 2026 and July 20, 2026, and completed the Inducement Private Placement on June 30, 2026. In connection with the SPA Private Placement, we entered into the Securities Purchase Agreement and joinders to the Securities Purchase Agreement with three Selling Stockholders, pursuant to which we sold and issued to the Selling Stockholders, at an offering price of $1.05 per share,2,380,953 shares of Series B-1 Preferred, each of which is convertible into one share of Common Stock, subject to applicable beneficial ownership limitations, and Series F Warrants to purchase 2,380,953 shares of Common Stock at an exercise price of $0.76 per share. The Series B-1 Preferred carries a liquidation preference of 1.5x the original issue price of $1.05 per share and accrues cumulative dividends at a rate of 8% per annum. Gross proceeds from the SPA Private Placement totaled $2.5 million.
Current report
Concurrently with the SPA Private Placement, and within the offering period contemplated by the Securities Purchase Agreement and Inducement Agreements, we entered into Warrant Inducement and Exchange Agreements (the "Inducement Agreements") with five Selling Stockholders that participated in our private placements that closed in October 2025 (the “October 2025 Private Placement”). Pursuant to the Inducement Agreements, the Selling Stockholders agreed to: (i) exercise 461,318 Series E Common Stock Purchase Warrants (the "Series E Warrants") issued in the October 2025 Private Placement for cash at an exercise price of $3.82, resulting in the issuance of 461,318 shares of Common Stock and aggregate cash proceeds to us of approximately $1.76 million; and (ii) exchange 2,548,575 Pre-Funded Warrants issued in the October 2025 Private Placement and 1,461,323 shares of Common Stock for an aggregate of 1,511,366 shares of Series B-1 Preferred, 1,706,278 shares of Series B-2 Preferred and 2,303,620 Series B-2 Pre-Funded Warrants, each exercisable for one share of Series B-2 Preferred at an exercise price of $0.0001 per share. The Series B-2 Preferred carries a liquidation preference of 1.0x the original issue price of $0.38 per share and accrues cumulative dividends at a rate of 6% per annum. Each share of Series B-2 Preferred is convertible into one share of Common Stock, subject to applicable beneficial ownership limitations. No additional cash consideration was paid or received by us in connection with the exchange transactions described in clause (ii) above. Following the consummation of the transactions contemplated by the Inducement Agreements, an aggregate of 7,603,358 Series E Warrants and 1,519,726 Pre-Funded Warrants issued in the October 2025 Private Placement remain issued and outstanding. Gross proceeds from the closing of the Inducement Private Placement totaled $1.76 million.
Current report
Upon the closing of May 2026 Private Placement, we received $4.26 million in aggregate gross proceeds, with the potential for up to an additional $1.81 million in gross proceeds should the Series F Warrants be exercised before their expiration.
Current report
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
Current report
Nasdaq Delisting and listing on OTCQB Venture Market
Current report
On July 10, 2026, we received a delisting determination from the Hearing Panel of the Nasdaq Stock Market LLC (“Nasdaq”) as a result of our non-compliance with the minimum $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Delisting Determination”).
Current report
In accordance with Nasdaq Listing Rule 5820, we requested that the Nasdaq Listing and Hearing Review Council (the “Listing Council”) review the Delisting Determination in light of our recently closed financing and further developments in connection with our ongoing strategic review process (the “Listing Council Review”). If the Listing Council elects to review the matter, it may affirm, modify, reverse, or remand the Hear Panel’s decision. The request for Listing Council Review did not stay the Delisting Determination, and trading of our Common Stock on Nasdaq was suspended at the open of trading on July 14, 2026.
Current report
There can be no assurance that the Listing Council will grant our request for the Listing Council Review, or that the Listing Council Review will result in our Common Stock resuming to be traded on the Nasdaq Capital Market. In connection with the Hearing Panel’s decision, Nasdaq will file a Form 25 with the SEC in accordance with Nasdaq Listing Rule 5830 and Rule 12d2-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after applicable appeal periods have lapsed.
Current report
As a result of the suspension in trading and delisting, we applied for our Common Stock to trade on the OTCQB Venture Market, an over-the-counter market operated by OTC Markets Group, under our existing symbol “BNBX.” Our Common Stock began trading on the OTCQB Venture at the open of trading on July 14, 2026.
Current report
Warrant inducement expense
Current report
Warrant inducement expense for the three months ended June 30, 2026 of $1,439,652 relates to the excess fair value of the Convertible Preferred Stock granted in the Inducement Agreement compared to the fair value of the equity instruments transferred by the Selling Stockholders (see Note G of the accompanying condensed consolidated financial statements).
Current report
Other income (expense), net for the three months ended June 30, 2026, and 2025, was $0 and expense of $531, respectively.
Current report
Warrant inducement expense
Current report
Warrant inducement expense for the nine months ended June 30, 2026 of $1,439,652 relates to the excess fair value of the Convertible Preferred Stock granted in the Inducement Agreement compared to the fair value of the equity instruments transferred by the Selling Stockholders (see Note G of the accompanying condensed consolidated financial statements).
Current report
As discussed in Note G, during October 2025, the Company closed the October 2025 Private Placement of its common stock and/or pre-funded warrants, Series E-1 Warrants, and Series E-2 Warrants. Upon the closing of the October 2025 Private Placement, the Company received $24.9 million in net proceeds after deducting placement agent fees and offering costs (consisting of $7.6 million in cash, net of offering costs, $5.9 million in USDC and $11.4 million in OBNB Trust Units).
Current report
During May and June 2026, the Company closed the May 2026 Private Placement of its Series B-1 and Series B-2 Preferred Stock, Series B-2 Prefunded warrants, and Series F Warrants. Upon closing the May 2026 Private Placement, the Company received $4.26 million in net proceeds after deducting offering costs. Subsequent to the quarter ended June 30, 2026, the Company closed on an additional $200 thousand net proceeds under the May 2026 Private Placement.
Current report
Preferred Stock
Current report
The Company classifies preferred stock as temporary equity when the underlying redemption features are not solely within the Company's control, in accordance with ASC 480-10-S99-3A. Preferred stock classified as temporary equity is initially recorded at fair value, net of issuance costs, and is subsequently remeasured to its redemption amount only if redemption becomes probable or the instrument is currently redeemable.
Current report
Warrants Classified as a Liability
Current report
The Company evaluates its warrants in accordance with ASC 480 “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that due to the terms of its Series B-2 Pre-Funded Warrants they should be classified as a liability, as such, they were recorded as a liability on the condensed consolidated balance sheet and measured at fair value at inception and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the consolidated statement of operations in the period of change.
Removed paragraphs (3)
Previous report
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 report
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 $233 thousand and $1.4 million were recorded in the three and six months ended March 31, 2026, respectively.
Previous report
Other income (expense), net for the three months ended March 31, 2026 and 2025, was income of $81,663 and expense of $3,095, respectively. The income of $81,663 for the three months ended March 31, 2026 relates to the sale of supplies and equipment when we moved to a smaller facility.
Reworded paragraphs (35)
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”, “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:
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”, “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
In addition, via LineaRx we are commercializing proprietary nucleic acid production solutions for the biopharmaceutical and diagnostics markets. Our nucleic acid production solutions enable cell-free manufacturing of DNA and RNA, which are essential components for a new generation of advanced biotherapeutics, such as gene therapies, adoptive cell therapies, messenger RNA therapeutics and DNA vaccines, as well as diagnostic applications.
Current wording
In addition, via our subsidiary LineaRx Inc. (“LineaRx”) we are commercializing proprietary nucleic acid production solutions for the biopharmaceutical and diagnostics markets. Our nucleic acid production solutions enable cell-free manufacturing of deoxyribonucleic acid (“DNA”) and ribonucleic acid (“RNA”) , which are essential components for a new generation of advanced biotherapeutics, such as gene therapies, adoptive cell therapies, messenger RNA therapeutics and DNA vaccines, as well as diagnostic applications.
Previous wording
We launched our DAT strategy in October 2025 with the closing of the Private Placement wherein we received $26.8 million gross proceeds in cash and cryptocurrency assets with the potential for up to an additional $30.8 million in cash gross proceeds in future investment from warrant exercises. Our current strategy is to primarily focus our resources on our BNB-focused DAT strategy wherein we manage digital assets, primarily in the native cryptocurrency of the Binance Coin blockchain commonly referred to as “BNB”, including staking, restaking, and liquid staking of BNB, and participation in other unique Binance ecosystem and DeFi yield opportunities to contribute the BNB to the Company’s treasury operations (together, the “BNB Strategy”). Currently, the Company is in the process of accumulating BNB tokens and building the framework necessary to implement its BNB Strategy.
Current wording
We launched our DAT strategy in October 2025 with the closing of a Private Placement wherein we received $26.8 million gross proceeds in cash and cryptocurrency assets with the potential for up to an additional $30.8 million in cash gross proceeds in future investment from warrant exercises. Our current strategy is to primarily focus our resources on our BNB-focused DAT strategy wherein we manage digital assets, primarily in the native cryptocurrency of the Binance Coin blockchain commonly referred to as “BNB”, including staking, restaking, and liquid staking of BNB, and participation in other unique Binance ecosystem and DeFi yield opportunities to contribute the BNB to the Company’s treasury operations (together, the “BNB Strategy”).
Previous wording
In addition, the Company currently holds units of OBNB Trust Units. The Company plans to pursue opportunities to sell the OBNB Trust Units for cash to purchase additional BNB that will be used to further our BNB Strategy. Alternatively, the Company seeks to access the OBNB Trust Units’ underlying BNB assets in coordination with the administrator of the OBNB Osprey BNB Chain Trust and if successful, use the redeemed BNB assets to further its BNB Strategy.
Current wording
In addition, we currently hold units of OBNB Osprey BNB Chain Trust (OTCMKTS: OBNB) (the “Trust Units”). We plan to pursue opportunities to sell the Trust Units for cash to purchase additional BNB that will be used to further our BNB Strategy. Alternatively, we may seek to access Trust Units’ underlying BNB assets in coordination with the administrator of the OBNB Osprey BNB Chain Trust and if successful, use the redeemed BNB assets to further our BNB Strategy. Please see more about the Trust Units in the “OBNB Trust Units” section below.
Previous wording
Our nucleic-acid production solutions enable the rapid and efficient cell-free manufacturing of high-quality DNA and RNA, which are essential components for a new generation of advanced biotherapeutics such as gene therapies, personalized medicine, adoptive cell
Current wording
Our nucleic-acid production solutions enable the rapid and efficient cell-free manufacturing of high-quality DNA and RNA, which are essential components for a new generation of advanced biotherapeutics such as gene therapies, personalized medicine, adoptive cell therapies and messenger RNA (“mRNA”) and deoxyribonucleic acid (“DNA”)-based vaccines, as well as in vitro diagnostic (“IVD”) applications.
Previous wording
Our business strategy is to continue advancing our nucleic acid production solutions to support the potential future sale and/or licensing of our LineaRx business and/or its technology solutions to a third-party.
Current wording
Our business strategy is to continue advancing our nucleic acid production solutions to support potential future sale and/or licensing of our LineaRx business and/or its technology solutions to a third-party.
Previous 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.
Current wording
For the three-months ended June 30, 2026 and 2025, we generated $585,551 and $195,262 in revenues from product sales, respectively. Product revenue increased by $390,289 or 200% for the three-months ended June 30, 2026 as compared to the three-months ended June 30, 2025. The increase in product revenues was due to an increase of $416,303 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 $26,000.
Previous 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.
Current wording
For the three-months ended June 30, 2026 and 2025, we generated $19,755 and $109,131 in revenues from sales of services, respectively. The decrease in service revenues of $89,376 or 82% for the three-months ended June 30, 2026, as compared to the same period in the prior fiscal year is attributable to a decrease of $43,423 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 $45,972 within our Therapeutic DNA Production Services segment due to decreased research and development projects.
Previous wording
Gross profit for the three months ended March 31, 2026, increased by $431,268 or 109% to $826,786 from $395,518 for the three months ended March 31, 2025. The gross profit percentage was 81% and 52% for the three-months ended March 31, 2026 and 2025, respectively. The increase in gross profit percentage was primarily the result of decreased overhead and payroll costs included in costs of goods sold due to the reduction in headcount period over period. This coupled with the increased yield from manufacturing within our Therapeutic DNA Production Services segment resulted in the improved gross profit for the period.
Current wording
Gross profit for the three months ended June 30, 2026, increased by $441,992 or 8,616% to $447,122 from $5,130 for the three months ended June 30, 2025. The gross profit percentage was 74% and 2% for the three-months ended June 30, 2026 and 2025, respectively. The increase in gross profit percentage was primarily the result of decreased overhead and payroll costs included in costs of goods sold due to the reduction in headcount period over period. This coupled with the higher product revenue and increased yield from manufacturing within our Therapeutic DNA Production Services segment resulted in the improved gross profit for the period.
Previous wording
Selling, general and administrative expenses for the three months ended March 31, 2026 decreased by $332,057 or 11% to $2,591,647 as compared to $2,923,704 for the three months ended March 31, 2025. The decrease is primarily attributable to anet decrease in payroll of approximately $660,000 due to approximately $1 million in reduced payroll costs attributable to reduced headcount, offset by increases of approximately $233,000 in severance payments and $157,000 in bonuses to employees. This net decrease was offset by an increase in stock-based compensation expense of approximately $308,000 during the three months ended March 31, 2026, which primarily relates to board stock option grants.
Current wording
Selling, general and administrative expenses for the three months ended June 30, 2026 decreased by $790,661 or 27% to $2,139,966 as compared to $2,930,627 for the three months ended June 30, 2025. The decrease is primarily attributable to a net decrease in payroll of approximately $1,135,000 due to reduced headcount and severance payments to our former CEO. Additional decreases of $247,000 relate to reduced legal fees associated with a change in SEC counsel, $54,000 in rent expense associated with our lease termination in January 2026, $35,000 in investor relations and $28,000 in computer expense. This net decrease was offset by an increase in consulting expense of $559,000 relating to our digital asset strategy as well as stock-based compensation expense of approximately $202,000 during the three months ended June 30, 2026, which primarily relates to board and employee stock option grants.
Previous 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.
Current wording
Loss from fair value measurement of digital assets for the three months ended June 30, 2026 was $502,687 and relates to the change in fair value for the BNB units held as of June 30, 2026.
Previous 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.
Current wording
Loss from fair value measurement of investment in digital asset trust for the three months ended June 30, 2026 was $875,632 and relates to the change in fair value for the OBNB Trust Units held as of June 30, 2026.
Previous wording
Research and development expenses decreased to $372,149 for the three months ended March 31, 2026 from $849,358 for the three months ended March 31, 2025, a decrease of $477,209 or 56%. This decrease is primarily due to a decrease of approximately $21,000, in laboratory supplies and service contracts, as well as decreases of $4,000 in depreciation expense and $46,000 for consulting expense, $75,000 for service contracts, and payroll expense of approximately $60,000. These decreases were the result of the Company down-sizing and changing its focus to a DAT company during October 2025.
Current wording
Research and development expenses decreased to $209,830 for the three months ended June 30, 2026 from $768,563 for the three months ended June 30, 2025, a decrease of $558,733 or 73%. This decrease is the result of the Company down-sizing and changing its focus to a DAT company during October 2025. This change resulted in a decrease of approximately $63,000 in laboratory supplies, as well as decreases of $88,000 in depreciation expense, $155,000 for service contracts, rent expense of $72,000 and payroll expense of approximately $96,000.
Previous 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.
Current wording
Interest income for the three months ended June 30, 2026, decreased $39,474 or 98% to $793 as compared to $40,267 in the three months ended June 30, 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 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.
Current wording
Unrealized gain on change in fair value of warrants classified as a liability for the three months ended June 30, 2026, and 2025 was $0 and $ 6,410, respectively, which relates to the change in fair value of the warrants that are classified as a liability.
Previous 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.
Current wording
Loss from operations decreased by $407,986 or 11% for the three months ended June 30, 2026 to $3,239,928 compared to $3,647,914 for the three months ended June 30, 2025, due to the factors noted above.
Previous wording
Comparison of Results of Operations for the Six–Months Ended March 31, 2026 and 2025
Current wording
Comparison of Results of Operations for the Nine–Months Ended June 30, 2026 and 2025
Previous wording
For the six months ended March 31, 2026 and 2025, we generated $1,562,996 and $1,044,485 in revenues from product sales, respectively. Product revenue increased by $518,511 or 50% for the six-months ended March 31, 2026 as compared to the six months ended March 31, 2025. The increase in product revenues was due to an increase of $906,302 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 $387,791 year over year in cotton DNA tagging revenue.
Current wording
For the nine-months ended June 30, 2026 and 2025, we generated $2,148,547 and $1,239,747 in revenues from product sales, respectively. Product revenue increased by $908,800 or 73% for the nine-months ended June 30, 2026 as compared to the nine-months ended June 30, 2025. The increase in product revenues was due to an increase of approximately $1,335,110 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 $426,291 related to year over year taggant provided for cotton tagging.
Previous wording
For the six months ended March 31, 2026 and 2025, we generated $26,509 and $588,628 in revenues from sales of services, respectively. The decrease in service revenues of $562,119 or 95% for the six months ended March 31, 2026, as compared to the same period in the prior fiscal year is attributable to a decrease of $468,424 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 $93,695 within our Therapeutic DNA Production Services segment due to decreased research and development projects.
Current wording
For the nine-months ended June 30, 2026 and 2025, we generated $46,264 and $697,759 in revenues from sales of services, respectively. The decrease in service revenues of $651,495 or 93% for the nine-months ended June 30, 2026, as compared to the same period in the prior fiscal year is attributable to a decrease of approximately $500,000 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 $151,952 within our Therapeutic DNA Production Services segment due to decreased research and development projects.
Previous wording
Gross profit for the six-months ended March 31, 2026, increased by $140,386 or 14% to $1,142,143 from $1,001,757 for the six-months ended March 31, 2025. The gross profit percentage was 72% and 61% for the six-months ended March 31, 2026 and 2025, respectively. The increase in gross profit percentage was primarily the result of decreased overhead and payroll costs included in costs of goods sold due to the reduction in headcount period over period. This coupled with the increased yield in manufacturing within our Therapeutic DNA Productions Services segment, resulted in the improved gross profit.
Current wording
Gross profit for the nine-months ended June 30, 2026, increased by $582,378 or 58% to $1,589,265 from $1,006,887 for the nine-months ended June 30, 2025. The gross profit percentage was 72% and 52% for the nine-months ended June 30, 2026 and 2025, respectively. The increase in gross profit percentage was primarily the result of decreased overhead and payroll costs included in costs of goods sold due to the reduction in headcount period over period. This coupled with the increased product revenue and improved yield in manufacturing within our Therapeutic DNA Productions Services segment, resulted in the improved gross profit.
Previous 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.
Current wording
Selling, general and administrative expenses for the nine months ended June 30, 2026 increased by $9,656,521 or 115% to $18,080,123 as compared to $8,423,602 for the nine months ended June 30, 2025. The increase is primarily attributable to an increase in consulting expense of $10,499,144. 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 nine months ended June 30, 2026. We also incurred consulting expenses under these contracts of $1,673,000, which were entered into during the switch to a digital asset strategy. There was also an increase in stock-based compensation expense of approximately $1,115,000 during the nine months ended June 30, 2026, which primarily relates to officer, board and employee grants. These increases were offset by a decreases of $1,137,000 in payroll related to headcount reductions and accrued severance, as well as a decrease of approximately $345,000 relating to reduced legal expenses related to patents, and special shareholder meetings during fiscal 2025.
Previous wording
Loss from fair value measurement of digital assets for the six months ended March 31, 2026 was $3,818,904 and relates to the change in fair value for the BNB units held as of March 31, 2026.
Current wording
Loss from fair value measurement of digital assets for the nine months ended June 30, 2026 was $4,321,951 and relates to the change in fair value for the BNB units held as of June 30, 2026.
Previous wording
Loss from fair value measurement of investment in digital asset trust for the six months ended March 31, 2026 was $6,032,808 and relates to the change in fair value for the OBNB Trust Units held as of March 31, 2026.
Current wording
Loss from fair value measurement of investment in digital asset trust for the nine months ended June 30, 2026 was $6,908,440 and relates to the change in fair value for the OBNB Trust Units held as of June 30, 2026.
Previous 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..
Current wording
Research and development expenses decreased to $1,040,541 for the nine months ended June 30, 2026 from $2,632,931 for the nine months ended June 30, 2025, a decrease of $1,592,390 or 60%. This decrease is primarily due to a decrease of approximately $650,000 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 $214,000, service contracts of $259,000, rent of $112,000, and consulting of $129,000. These decreases were the result of the Company down- sizing and changing its focus to a DAT company during October 2025.
Previous wording
Interest income for the six months ended March 31, 2026 decreased $115,590 or 90% to $12,904 as compared to $128,494 in the six months ended March 31, 2025 due to lower interest rates and lower balances in our money market accounts.
Current wording
Interest income for the nine months ended June 30, 2026 decreased $155,065 or 92% to $13,697 as compared to $168,762 in the nine months ended June 30, 2025 due to lower interest rates and lower balances in our money market accounts.
Previous wording
Unrealized gain on change in fair value of warrants classified as a liability for the six months ended March 31, 2026 and 2025 was $370 and $312,430, 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 nine months ended June 30, 2026 and 2025 was $370 and $318,840, respectively, which relates to the change in fair value of the warrants that are classified as a liability.
Previous 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.
Current wording
Other income (expense), net for the nine months ended June 30, 2026 and 2025, was income of $174,249 and expense of $23,778, 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 nine-months ended June 30, 2026.
Previous wording
Loss from operations increased $19,333,426, or 326% to $25,271,341 for the six months ended March 31, 2026 compared to $5,937,915 for the six-months ended March 31, 2025 due to the factors noted above.
Current wording
Loss from operations increased $18,925,807, or 197% to $28,511,629 for the nine months ended June 30, 2026 compared to $9,585,822 for the nine-months ended June 30, 2025 due to the factors noted above.
Previous 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.
Current wording
Our liquidity needs consist of our working capital requirements and building our BNB Strategy. As of June 30, 2026, we had working capital of $4,510,283 For the nine-months ended June 30, 2026, we used cash in operating activities of $8,577,673 consisting primarily of our loss of $29,950,919 net with non-cash adjustments of $98,510 in depreciation and amortization charges, $370 in unrealized gain on change in fair value of warrants classified as a liability, $4,321,591 in loss from fair value measurement of digital asset, $6,908,440 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, $61,845 for USDC earned for covered call options, and $1,195,141 in stock-based compensation expense. Additionally, we had a net decrease in operating assets of $1,062,917 and a net decrease in operating liabilities of $1,347,704. At June 30, 2026, we had cash and cash equivalents of $3,761,482.
Previous 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.
Current wording
The Company has recurring net losses, which have resulted in an accumulated deficit of $409,182,241 as of June 30, 2026. The Company incurred a net loss of $29,950,919 and incurred negative operating cash flow of $8,577,673 for the nine months ended June 30, 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 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.
Current wording
During the nine months ended June 30, 2026, the Company received proceeds from warrants exercised of approximately $732 thousand and $885 thousand from sales of common stock on the ATM (as discussed in Note G).
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 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.
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 these financial statements. 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 digital asset treasury 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
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 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.
Previous wording
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most critical estimates include recoverability of long-lived assets, including the values assigned to intangible assets, fair value calculations for warrants, and contingencies. Management reviews its estimates on a regular basis and the effects of any material revisions are reflected in the consolidated financial statements in the period they are deemed necessary. Accordingly, actual results could differ from those estimates.
Current wording
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most critical estimates include thefair value of preferred stock upon issuance and the fair value of the warrants recorded as liabilities, the recoverability of long-lived assets, including the values assigned to intangible assets, fair value calculations for warrants, and contingencies. Management reviews its estimates on a regular basis and the effects of any material revisions are reflected in the consolidated financial statements in the period they are deemed necessary. Accordingly, actual results could differ from those estimates.
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
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 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The Company’s current capital resources include cash and cash equivalents, cryptocurrency assets and investments. Historically, the Company has financed its operations principally from the sale of equity and equity-linked securities.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
therapies and messenger RNA (“mRNA”) and deoxyribonucleic acid (“DNA”)-based vaccines, as well as in vitro diagnostic (“IVD”) applications.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.