BNB PLUS CORP.

Current report

The Series B-1 Preferred and Series B-2 Preferred carry liquidation preferences and dividend obligations that rank senior to our Common Stock and could adversely affect holders of our Common Stock

Current report

We have issued Series B-1 Preferred with a liquidation preference of $1.05 per share and an 8% cumulative annual dividend, and Series B-2 Preferred with a liquidation preference of $0.38 per share and a 6% cumulative annual dividend. In the event of any liquidation, dissolution, or winding up of the Company, holders of Series B-1 and Series B-2 Preferred will be entitled to receive their respective liquidation preferences before any distribution is made to holders of Common Stock. The cumulative dividend obligations on the Series B-1 and Series B-2 Preferred will accrue regardless of whether we have funds legally available to pay them or whether our board of directors declares such dividends. To the extent dividends accrue and are unpaid, they will increase the effective liquidation preference owed to preferred holders. There can be no assurance that we will have sufficient assets to satisfy the liquidation preferences of the Series B-1 and Series B-2 Preferred in a liquidation event, and holders of Common Stock may receive little or nothing in such an event. The existence of these senior securities may also make it more difficult for us to raise additional equity capital on favorable terms in the future.

Current report

Our obligations under the Digital Asset Treasury Subsidiaries Guaranty (the "DATS Guaranty") in favor of the Guaranteed Parties could result in significant financial obligations and restrict our operational flexibility.

Current report

In connection with the May 2026 Private Placement, certain of our current and if applicable future subsidiaries, as defined in the DATS Guaranty the (“DATS Subsidiaries”), agreed to enter into the DATS Guaranty in favor of, at any time, all persons who are, at such time, registered holders of shares of the Preferred Stock or Prefunded Warrants on the books and records of the Company or its transfer agent, as applicable, and their respective permitted successors, assigns, and transferees who become registered holders of Preferred Stock (the “Guaranteed Parties”). Pursuant to the DATS Guaranty, each DAT Subsidiary has agreed to guarantee (a) all cash-payment obligations of the Company to the Guaranteed Parties under the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”), the Securities Purchase Agreement, the Inducement Agreement and the other transaction documents in respect of the Preferred Stock or otherwise, whether now existing or hereafter arising, including, without limitation: (i) all accrued and unpaid dividends (whether or not declared), including but not limited to compounded dividends, with respect to the Preferred Stock, as and when payable under the Certificate of Designations; (ii) cash due upon a holder’s redemption of Preferred Stock, if any, (iii) the Liquidation Preference, (as defined in the Certificate of Designations), payable with respect to the Preferred Stock upon a liquidation event (as defined in the Certificate of Designations); and (iv) any other monetary amount payable by the Company to any Guaranteed Party pursuant to the Certificate of Designations or the Securities Purchase Agreement or any other transaction document related to the May 2026 Private Placement; and (b) to the extent legally enforceable as a guaranty under applicable law, the economic damages suffered by any Guaranteed Party as a result of the Company’s failure to honor any right of exercise or conversion (or right associated therewith) of such Guaranteed Party under the Certificate of Designations, the Inducement Agreement, the Series F Warrants, or Prefunded Warrants that is not susceptible to cash performance by Guarantor, in each case measured by the fair market value, on the date of the Company’s failure, of the property the Company was required to deliver and failed to deliver.

Current report

Pursuant to the DATS Guaranty, each Guaranteed Party agrees to the appointment KGPLA Holdings LLC (the “Lead Investor”), as their representative for the purposes of the following:

Current report

No individual Guaranteed Party has independent standing to sue any guarantor under the DATS Guaranty, but shall rely upon the Lead Investor for enforcement in accordance with the DATS Guaranty. Upon an Event of Default, as defined in the DATS Guaranty, the Lead Investor, at the direction of the Majority-in-Interest may declare all guaranteed obligations to be immediately due and payable.

Current report

The DATS Guaranty obligates us to ensure that our DAT Subsidiaries operate in accordance with the Digital Asset Treasury Procedures and imposes financial and operational restrictions on how we manage and deploy the digital assets and cash held by those subsidiaries. In the event our DAT Subsidiaries fail to meet their obligations, or we fail to comply with the terms of the DATS Guaranty, we could be required to make payments or take other remedial actions that could materially and adversely affect our financial condition, liquidity, and results of operations. There can be no assurance that we will be able to satisfy our obligations under the DATS Guaranty if they are triggered.

Current report

KGPLA Holdings LLC, as Lead Investor, has significant control rights over our Digital Asset Treasury operations that may limit our ability to manage our business and digital assets independently.

Current report

Pursuant to the terms of the May 2026 Private Placement, KGPLA Holdings LLC, as Lead Investor, holds significant contractual control rights over our digital asset treasury strategy through its rights under the DATS Guaranty and related transaction documents. These rights include oversight over the Digital Asset Treasury Procedures governing how our DAT Subsidiaries acquire, hold, and deploy digital assets, including BNB. The Lead Investor's control rights may limit our board of directors' and management's ability to independently make decisions regarding our digital asset strategy, the deployment of treasury assets, and related operational matters. This concentration of contractual influence in a single investor could result in decisions that are not in the best interests of all stockholders and could make it more difficult for us to pursue alternative strategic directions or respond quickly to changing market conditions. In addition, any disputes with the Lead Investor regarding the exercise of these rights could result in litigation or other proceedings that could be costly and disruptive to our business.

Current report

We are obligated to contribute digital assets and excess cash to our DAT Subsidiaries, which could limit our liquidity and our ability to respond to unanticipated cash needs.

Current report

Under the terms of the May 2026 Private Placement, we are obligated to contribute digital assets and excess cash (as defined in the transaction documents) to our DAT Subsidiaries for deployment in accordance with our BNB Strategy. This obligation reduces the amount of liquid assets available to the parent company for general corporate purposes, working capital, and unanticipated expenses. Digital assets, including BNB, are highly volatile and their value may decline significantly after contribution to the DAT Subsidiaries, reducing the effective value of our treasury assets. Furthermore, once contributed to the DAT Subsidiaries, the deployment of such assets will be subject to the Digital Asset Treasury Procedures and the oversight rights of the Lead Investor, limiting our ability to redeploy those assets for other corporate purposes even in the event of a liquidity shortfall at the parent company level. This structural separation of assets between the parent company and the DAT Subsidiaries could impair our ability to meet our obligations as they come due and could adversely affect the holders of our Common Stock.

Current report

If we are unable to raise sufficient additional capital on acceptable terms, we may be unable to expand our BNB reserves, which could adversely affect our liquidity, financial condition and growth prospects.

Current report

We completed the SPA Private Placement on May 28, 2026 and July 20, 2026 and the Inducement Private Placement on June 30, 2026, whereby we agreed to use the proceeds received from the private placements in excess of the General Proceeds solely for contributions to Build & Build, LLC, a Delaware limited liability company, and BNBX Ltd., a British Virgin Islands business company, each a 100% owned subsidiary of the Company, and such other wholly-owned subsidiary or subsidiaries of the Company as may from time to time hold Digital Assets, as defined in the Securities Purchase Agreement, or may become additional guarantors pursuant to the DATS Guaranty. The Company has agreed to promptly, but no later than forty-five (45) days following the Initial Closing of the Securities Purchase Agreement, contribute or cause to be contributed, any cash (except for the General Proceeds, certain cash and accounts receivable of the Company, and operating cash flows attributable to the Company’s LineaRx business) and Digital Assets owned or held by the Company or any of its subsidiaries that are not DAT Subsidiaries to a DAT Subsidiary that is a guarantor party to the DATS Guaranty, and that such cash and Digital Assets shall be held solely in a DAT Subsidiary. The Company has also agreed that any Digital Assets acquired by the Company or any of its subsidiaries that are not DAT Subsidiaries, will be contributed to a DAT Subsidiary that

Current report

is a guarantor party to the DATS Guaranty on or immediately following the date of acquisition. To the extent holders exercise the warrants sold pursuant to the May 2026 Private Placement, we may acquire additional BNB at market prices, which could magnify our exposure to BNB price volatility. If we are unable to raise sufficient additional capital through warrant exercises, an at-the-market facility or other equity financings on acceptable terms, we may be unable to expand our BNB reserve, which could adversely affect the price of our Common Stock, as well as adversely affecting our business, financial condition and results of operations.

Current report

Our Common Stock has been delisted from The Nasdaq Capital Market and now trades on the OTCQB Venture Market, which may result in reduced liquidity, greater price volatility, and decreased analyst coverage, and may adversely affect your ability to sell your shares at a favorable price.

Current report

Our Common Stock was previously listed on The Nasdaq Capital Market under the symbol "BNBX" and is now traded on the OTCQB Venture Market. The OTCQB is generally considered to be a less liquid and less efficient market than national securities exchanges such as Nasdaq or the NYSE. As a result of this transition, you may experience the following:

Current report

There can be no assurance that our Common Stock will ever be relisted on a national securities exchange. If we are unable to meet the listing standards of Nasdaq, the NYSE, or another national securities exchange in the future, our Common Stock will continue to trade on the OTCQB or potentially on a lower-tier OTC market, which could further adversely affect the liquidity and market price of our Common Stock and our ability to raise capital through equity offerings.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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

Previous report

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.

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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).

Previous report — wording carried elsewhere

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.