Form 8-K

8-K — BNB PLUS CORP.

Accession: 0001104659-26-082893

Filed: 2026-07-13

Period: 2026-07-10

CIK: 0000744452

SIC: 8734 (SERVICES-TESTING LABORATORIES)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2620287d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2620287d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 10, 2026

BNB Plus Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-36745

(Commission File Number)

59-2262718

(IRS Employer

Identification No.)

25 Health Sciences Drive

Stony Brook, New York 11790

(Address of principal executive offices) (Zip Code)

631-240-8800

(Registrants’ telephone number, including

area code)

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common Stock, $0.001 par value

BNBX

The Nasdaq Stock Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01       Notice of Delisting or Failure to

Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 10, 2026, BNB Plus Corp. (the “Company”)

received written notification (the “Delisting Notice”) from The Nasdaq Stock Market (“Nasdaq”) that the Nasdaq

Hearings Panel (the “Panel”) has determined to delist the Company’s common stock, par value $0.001 per share (“Common

Stock”), and suspend trading of its Common Stock at the open of trading on July 14, 2026.

As previously reported on March 24, 2026,

the Company received written notice on March 20, 2026 (the “Notification Letter”) from the Listing Qualifications Department

of Nasdaq that the Company did not satsify the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued

listing on the Nasdaq Capital Market. The Company was informed that its Common Stock would be subject to delisting from Nasdaq unless

the Company timely requested a hearing before the the Panel. The Company timely requested a hearing before the Panel and had a hearing

before the Panel on April 30, 2026. On May 19, 2026, the Panel granted the Company an extension to regain compliance with the

$1.00 bid price requirement until June 11, 2026. On June 1, 2026, the Company informed the Panel that it would no longer be

pursuing a reverse stock split to regain compliance with the $1.00 bid price requirement but instead the Company asked for an additional

60-day extension to organically regain compliance with the $1.00 bid price requirement as it made announcements in connection with the

strategic review. In its Delisting Notice the Panel declined the Company’s extension request.

In accordance with Nasdaq Listing Rule 5820, the Company intends to request that the Nasdaq Listing and Hearing Review Council (the “Listing

Council”) review the Panel’s delisting determination in light of the Company’s recently closed financing and further

developments in connection with the Company’s 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 Hearing Panel’s decision. The planned

request for Listing Council Review will not stay the Panel’s delisting determination, and trading of the Company's Common Stock

on the Nasdaq Capital Market will be suspended at the open of trading on July 14, 2026.

There can be no assurance that the Listing Council

will grant the Company's request for the Listing Council Review, or that the Listing Council Review will result in the continued listing

of the Company's Common Stock on the Nasdaq Capital Market. The Company's Common Stock is expected to continue trading on the OTCQB Venture

Market during the pendency of the Listing Council Review, and there can be no assurance as to whether or when the Company's Common Stock

may resume trading on the Nasdaq Capital Market.

In connection with the Panel’s decision,

Nasdaq will file a Form 25 with the Securities and Exchange Commission (the “SEC”) in accordance with Nasdaq Listing

Rule 5830 and Rule 12d2-2 promulgated under the Securities Exchange Act of 1934, as amended, after applicable appeal periods

have lapsed.

As a result of the suspension in trading and expected

delisting, the Company expects that its Common Stock will begin trading publicly on the OTCQB Venture Market, an over-the-counter market

operated by OTC Markets Group, under its existing symbol “BNBX” at the open of trading on July 14, 2026.

The OTCQB Venture Market

is a significantly more limited market than the Nasdaq, and quotation on the OTCQB Venture Market will likely result in a less liquid

market for existing and potential holders of the Company’s Common Stock to trade such securities and could further depress the trading

price of the Common Stock. The Company can provide no assurance that its Common Stock will continue to trade on this market, whether broker-dealers

will continue to provide public quotes of the its Common Stock on this market, or whether the trading volume of its Common Stock will

be sufficient to provide for an efficient trading market for existing and potential holders of its Common Stock.

The transition of the

Company’s Common Stock to the OTCQB Venture Market is not expected to affect the Company's business operations or its reporting

requirements under the rules of the SEC.

Item 7.01.       Regulation FD Disclosure.

On July 13, 2026, the Company issued a press release announcing

its receipt of the Delisting Notice. A copy of the press release is being furnished herewith as Exhibit 99.1.

The information under this Item 7.01, including Exhibit 99.1,

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange

Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the

filings of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such

filing.

Forward-Looking Statements

This Current Report on Form 8-K contains

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this

Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including

without limitation statements regarding the expected delisting of the Company’s securities from Nasdaq, the Company's expectations related to the request of a Listing Council Review, the Company's expectation

that it will commence trading its Common Stock on the OTCQB Venture Market and the Company’s expectations related to its future

financial and operating conditions and performance. All forward-looking statements reflect the Company’s beliefs and assumptions

only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements

to reflect future events or circumstances. Capitalized terms shall have the meanings ascribed to such terms in the Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release dated July 13, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

BNB Plus Corp.

Date: July 13, 2026

By:

/s/ Clay Shorrock

Name:

Clay Shorrock

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620287d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

BNB Plus Corp. (BNBX) Announces Nasdaq Delisting

Determination and Transition to OTCQB Market ; Company to Seek Review by Nasdaq Listing and

Hearing Review Council

Stony Brook, New York — BNB Plus Corp. (Nasdaq:

BNBX) (“BNB Plus” or the “Company”) today announced that it has received a delisting determination from the Hearing Panel of the Nasdaq

Stock Market LLC (“Nasdaq”) as a result of the Company’s 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”).

In accordance with applicable Nasdaq rules, the Company intends to request that the Nasdaq Listing and Hearing Review Council (the “Listing

Council”) review the Delisting Determination in light of the Company’s recently closed financing and further developments

in connection with the Company’s 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 Hearing Panel’s decision.

The planned request for Listing Council Review will not stay the Delisting Determination, and trading of the Company’s common stock on

Nasdaq will be suspended at the open of trading on July 14, 2026.

The Company has secured approval for its common

stock to be quoted on the OTCQB Venture Market, a U.S. trading platform operated by OTC Markets Group. The company anticipates its shares

will begin trading on the OTCQB under the same symbol, BNBX, beginning at the open of trading on July 14, 2026, or as soon as

possible thereafter.

The Company does not expect the transition to OTC Markets to impact

its business operations, and BNBX will continue to operate as a fully reporting public company with

the U.S. Securities and Exchange Commission.

There can be no assurance that the Listing Council will grant the Company’s request for the Listing Council Review, or that the Listing

Council Review will result in the continued listing of the Company’s common stock on the Nasdaq Capital Market. The Company’s common stock

is expected to continue trading on the OTCQB Venture Market during the pendency of the Listing Council Review, and there can be no assurance

as to whether or when the Company’s common stock may resume trading on Nasdaq.

About BNB Plus Corp.

BNB Plus unlocks streamlined access to the Binance

ecosystem, delivering non-directional yield strategies and long BNB exposure, powering the future of blockchain through a transparent,

actively managed BNB treasury. The Company’s differentiated strategy blends sophisticated DeFi yield generation with Binance-native opportunities,

unlocking access to high-performance digital assets for investors traditionally excluded from the space. Formerly Applied DNA Sciences, Inc.,

BNB Plus continues to commercialize the Company’s proprietary nucleic acid production solutions

for the biopharmaceutical and diagnostics markets. For more information, visit www.bnb.plus/.

Forward Looking Statements

This press release includes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as

“anticipate,” “believe,” “continues,” “expect,” “focus,”

“intend,” “may,” “plan,” “seek,” “will,” and other words of similar meaning. Forward-looking

statements are statements other than historical facts and address various matters including, without limitation statements relating

to Company’s expectations regarding future financial and operating conditions and performance, the transition of its common

stock to the OTCQB Venture Market, the Company’s strategic review process, its planned request for Listing Council Review, the entry into or completion of any strategic alternative

transaction and the ability to maximize shareholder value, as well as other projections or statements of plans and objectives.

These forward-looking statements are based on

current expectations, estimates, assumptions, and projections, and involve known and unknown risks, uncertainties, and other factors,

many of which are beyond the Company’s control, that may cause actual results, performance, or achievements to differ materially from

those expressed or implied by such statements. Each forward-looking statement contained in this press release is subject to risks and

uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks

and uncertainties include, among others, the risk that the proposed transaction described herein may not be completed in a timely manner

or at all, risks related to the Board of Directors’ review of strategic alternatives, including the ability to identify or consummate

a suitable strategic alternative, failure to realize the anticipated benefits of its digital asset treasury strategy; changes in business,

market, financial, political and regulatory conditions, risks relating to the Company’s operations and business, including the highly

volatile nature of the price of BNB and other cryptocurrencies, the illiquidity of the OBNB trust units owned by the Company, risks related

to the Company’s ability to raise and deploy capital effectively, risks relating to an unproven yield generation strategy, the risk that

the price of the Company’s common stock may be highly correlated to the price of the digital assets that it holds, risks related to a

determination that the Company’s digital assets are classified as a “security” under federal securities laws and/or the Company

is inadvertently deemed an “investment company” under the Investment Company Act of 1940, as amended, risks related to increased

competition in the industries in which the Company does and will operate, risks relating to significant legal, commercial, regulatory

and technical uncertainty regarding digital assets generally, risks relating to the treatment of crypto assets for U.S. and foreign tax

purposes, risks related to the unknown returns, liquidity and/or token accumulation that the Company’s BNB treasury strategy will generate,

risks relating to market volatility, cybersecurity and custody of digital assets, potential changes in laws or accounting standards relating

to cryptocurrency, and regulatory developments affecting BNB or other digital assets, as well as those risks and uncertainties identified

in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only

as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements.

Investor Relations contact:

John Ragozzino Jr., CFA

BnB@icrinc.com

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