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.

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

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.

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.

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.

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:

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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:

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.

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.

If the Nasdaq Listing Council grants our request for the Listing Council Review, and such review results in our Common Stock resuming to be traded on the Nasdaq Capital Market, the Nasdaq Reverse Split Rule will apply until at least March 14, 2027 and if the Reverse Stock Split is implemented we would be 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, if the Nasdaq Listing Council grants our request for the Listing Council Review, and such review results in our Common Stock resuming to be traded on the Nasdaq Capital Market, based on our prior reverse stock splits we would be subject to Nasdaq’s Reverse Split Rule until at least March 14, 2027. Should our Board of Directors effect the Reverse Stock Split, and our Common Stock resumed trading on Nasdaq, 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 Series A Warrants. The Series A Warrants include a provision that resets their exercise price in the event of a reverse split of Common Stock, to a price equal to the lesser of (i) the then exercise price of $5.13 per share and (ii) the daily lowest volume weighted average price (VWAP) during the period commencing five trading days immediately preceding and five trading days commencing on the date we effect a reverse stock split with a proportionate adjustment to the number of shares underlying such warrants. 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 Series A Warrants could result in substantial dilution to our existing stockholders.