{"filing":{"accession_number":"0001104659-26-066610","cik":"0000744452","ticker":"BNBX","company_name":"BNB PLUS CORP.","form":"8-K","filing_date":"2026-05-27","report_date":null,"primary_document":"tm2615620d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/744452/000110465926066610/tm2615620d1_8k.htm"},"events":[{"id":8664,"run_id":7608,"accession_number":"0001104659-26-066610","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"BNB Plus Corp. entered into a Securities Purchase Agreement on May 26, 2026, to issue up to $5 million in convertible preferred equity securities (Series B-1 and Series B-2 Preferred Stock and related Prefunded Warrants) to accredited investors in a private placement, with an initial closing of $2.5 million. The offering includes Warrant Inducement and Exchange Agreements whereby existing investors exercise warrants and exchange common stock and pre-funded warrants for new preferred stock, materially diluting existing shareholders' ownership percentages and voting power.","company_name":"BNB PLUS CORP.","ticker":"BNBX","filing_date":"2026-05-27","form":"8-K","submitted_at":null,"items":[{"id":1800,"accession_number":"0001104659-26-066610","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"BNB Plus Corp. entered into a Securities Purchase Agreement on May 26, 2026, to issue up to $5 million in convertible preferred equity securities (Series B-1 Preferred Stock and Series B-1 Prefunded Warrants) to accredited investors in a private placement, with an initial closing expected for $2.5 million. The filing also describes Warrant Inducement and Exchange Agreements whereby existing investors exercise warrants and exchange common stock and pre-funded warrants for new preferred stock. This is a classic dilutive private placement raising capital through unregistered equity issuances, which materially affects existing shareholders' ownership percentages and voting power.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:08:59.683546+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1801,"accession_number":"0001104659-26-066610","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 explicitly addresses unregistered sales of equity securities and incorporates Item 1.01 by reference, which typically discloses material acquisition or transaction activity. Unregistered equity issuances are dilutive to existing shareholders and material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:08:59.683546+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1803,"accession_number":"0001104659-26-066610","item_number":"5.03","item_title":"Amendments","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the creation and designation of two new series of convertible preferred stock (Series B-1 and Series B-2) in connection with an \"Offering,\" with 5 million shares of each series designated from previously undesignated preferred stock. The preferred stock is convertible into common stock on a 1:1 basis and carries senior liquidation and dividend preferences, which are hallmarks of dilutive equity issuances. While the Item 5.03 classification nominally addresses amendments to articles/bylaws, the substance here is a material dilutive capital raise through convertible preferred stock.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:08:59.683546+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1804,"accession_number":"0001104659-26-066610","item_number":"7.01","item_title":"Regulation","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"The Item 7.01 disclosure references \"transactions\" announced in a May 26, 2026 press release (Exhibit 99.1), but the actual content of those transactions is not provided in this excerpt. The forward-looking statements and risk factor language mention \"ability to maintain the listing of its securities on Nasdaq,\" which could signal delisting risk, but this appears to be boilerplate cautionary language rather than a specific delisting notice. Without access to the press release or fuller context, the nature of the material event cannot be definitively classified into a more specific category.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:08:59.683546+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":8665,"run_id":7608,"accession_number":"0001104659-26-066610","anchor_item_number":"3.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"summary":"Item 3.03 discloses a material modification to the rights of security holders in connection with the preferred stock designation and offering structure, incorporating Items 1.01 and 5.03 by reference. The specific nature of the modification to security holder rights cannot be fully determined without access to the complete charter amendments and offering documents.","company_name":"BNB PLUS CORP.","ticker":"BNBX","filing_date":"2026-05-27","form":"8-K","submitted_at":null,"items":[{"id":1802,"accession_number":"0001104659-26-066610","item_number":"3.03","item_title":"Material","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to rights of security holders and incorporates by reference Items 1.01 and 5.03. Without access to those referenced items, the specific nature of the modification cannot be determined. The disclosure is material by definition (Item 3.03 is reserved for material modifications), but the event type cannot be confidently assigned to a more specific category without knowing whether this involves M\u0026A activity (Item 1.01), a charter/bylaw amendment (Item 5.03), or another structural change.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:08:59.683546+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1800,"accession_number":"0001104659-26-066610","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"BNB Plus Corp. entered into a Securities Purchase Agreement on May 26, 2026, to issue up to $5 million in convertible preferred equity securities (Series B-1 Preferred Stock and Series B-1 Prefunded Warrants) to accredited investors in a private placement, with an initial closing expected for $2.5 million. The filing also describes Warrant Inducement and Exchange Agreements whereby existing investors exercise warrants and exchange common stock and pre-funded warrants for new preferred stock. This is a classic dilutive private placement raising capital through unregistered equity issuances, which materially affects existing shareholders' ownership percentages and voting power.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:08:59.683546+00:00","company_name":"BNB PLUS CORP.","ticker":"BNBX","filing_date":"2026-05-27"},{"id":1801,"accession_number":"0001104659-26-066610","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 explicitly addresses unregistered sales of equity securities and incorporates Item 1.01 by reference, which typically discloses material acquisition or transaction activity. Unregistered equity issuances are dilutive to existing shareholders and material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:08:59.683546+00:00","company_name":"BNB PLUS CORP.","ticker":"BNBX","filing_date":"2026-05-27"},{"id":1802,"accession_number":"0001104659-26-066610","item_number":"3.03","item_title":"Material","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to rights of security holders and incorporates by reference Items 1.01 and 5.03. Without access to those referenced items, the specific nature of the modification cannot be determined. The disclosure is material by definition (Item 3.03 is reserved for material modifications), but the event type cannot be confidently assigned to a more specific category without knowing whether this involves M\u0026A activity (Item 1.01), a charter/bylaw amendment (Item 5.03), or another structural change.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:08:59.683546+00:00","company_name":"BNB PLUS CORP.","ticker":"BNBX","filing_date":"2026-05-27"},{"id":1803,"accession_number":"0001104659-26-066610","item_number":"5.03","item_title":"Amendments","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the creation and designation of two new series of convertible preferred stock (Series B-1 and Series B-2) in connection with an \"Offering,\" with 5 million shares of each series designated from previously undesignated preferred stock. The preferred stock is convertible into common stock on a 1:1 basis and carries senior liquidation and dividend preferences, which are hallmarks of dilutive equity issuances. While the Item 5.03 classification nominally addresses amendments to articles/bylaws, the substance here is a material dilutive capital raise through convertible preferred stock.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:08:59.683546+00:00","company_name":"BNB PLUS CORP.","ticker":"BNBX","filing_date":"2026-05-27"},{"id":1804,"accession_number":"0001104659-26-066610","item_number":"7.01","item_title":"Regulation","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"The Item 7.01 disclosure references \"transactions\" announced in a May 26, 2026 press release (Exhibit 99.1), but the actual content of those transactions is not provided in this excerpt. The forward-looking statements and risk factor language mention \"ability to maintain the listing of its securities on Nasdaq,\" which could signal delisting risk, but this appears to be boilerplate cautionary language rather than a specific delisting notice. Without access to the press release or fuller context, the nature of the material event cannot be definitively classified into a more specific category.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:08:59.683546+00:00","company_name":"BNB PLUS CORP.","ticker":"BNBX","filing_date":"2026-05-27"}]}