Form 8-K

8-K — BNB PLUS CORP.

Accession: 0001104659-26-113043

Filed: 2026-10-02

Period: 2026-10-02

CIK: 0000744452

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2626879d2_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2626879d2_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):

October 2, 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

OTCQB Venture 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 7.01.

Regulation FD Disclosure.

On October 2, 2026, BNB Plus Corp. (the “Company”)

issued a press release announcing its strategic transition. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release dated October 2, 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: October 2, 2026

By:

/s/ Clay Shorrock

Name:

Clay Shorrock

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2626879d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

BNB Plus Corp. Announces Strategic Shift to

Institutional Technology Infrastructure for Blockchain and AI; Outlines Plan to Monetize Assets

Company transitions from pure digital asset

treasury model to operating infrastructure supporting digital asset and AI applications; plans to unlock value from LineaRx business unit

STONY BROOK, N.Y. — October 2, 2026 —

BNB Plus Corp. (OTCQB: BNBX) (“BNBX” or the “Company”) today announced that the Company will transition from its current

strategy as a digital asset treasury company focused exclusively on the BNB Chain ecosystem into an operating company focused on the deployment

of infrastructure necessary for financial institutions and enterprises to adopt, operate, and utilize emerging open network technologies,

including blockchain and agentic AI.

As blockchain

networks mature and agentic AI creates new forms of machine-driven financial and commercial activity, BNBX believes value creation will

increasingly shift from solely holding digital assets to building and operating the complex layers of infrastructure, software and services

required to put these technologies to work at institutional scale.

Accordingly, BNBX intends to move away from a

passive, treasury-oriented model and redirect its strategic focus and resources toward assembling a unique network deployment layer that

is purpose-built for these modern technology networks. Through this layer, the Company can enable institutions to deploy and utilize these

innovative technologies with the security assurances, resilience guarantees, risk management, regulatory compliance, and operational accountability

that are prerequisites for adoption in markets that currently rely on traditional financial rails.

While BNBX expects to remain an active participant

in the BNB Chain ecosystem (among others), it will focus on providing the infrastructure, integration capabilities, and deployment resources

required to advance blockchain, agentic AI, and other open network technologies from experimentation and speculation toward practical,

production-scale institutional use.

In order

to facilitate the shift in strategy, the Company is evaluating an expansion of its relationship with GlobalStake Infrastructure LLC (“GlobalStake”),

which has been leading the Company’s strategic review. “Web3 introduced a way of thinking about open networks that

becomes more valuable as AI matures and, in all likelihood, agentic AI becomes the ‘power user’ for these new technologies,”

said Richard Shorten, BNBX Chairman and Founder of GlobalStake.

Shorten added, “Decentralization, data sovereignty

and bespoke infrastructure capable of enterprise-grade risk management and compliance are among the core disciplines upon which the next

generation of open financial systems will be built. We intend to pioneer the transformation of these

powerful, but still emerging, technologies into robust institutional-grade financial infrastructure capable of supporting real-world financial

and commercial activity.”

In addition, the Company intends to evaluate several

options to strengthen the strategic positioning of its subsidiary LineaRx, Inc. (“LRx”) within the genetic medicines market,

with the objective of realizing the value of LRx for BNBX stockholders. LRx’s enzymatic DNA manufacturing platform produces the high-quality

DNA used in the manufacture of mRNA and other genetic medicines, and the Company believes this capability is well aligned with the anticipated

growth of this market.

“We believe the promise of genetic medicines

has never been higher,” said Clay Shorrock, Chief Executive Officer of BNBX and President of LRx. “The industry’s recent

Phase 3 success of a personalized mRNA cancer therapy is a clear indication that individualized treatments can deliver meaningful clinical

benefit. The growth of genetic medicines will require a fast, reliable source of high-quality DNA, and we believe LRx is built to supply

it.”

About BNB Plus Corp.

BNB Plus Corp. is transitioning from a digital asset treasury company to an operating company focused on infrastructure for blockchain,

agentic AI and other open network technologies. Formerly Applied DNA Sciences, Inc., the Company also commercializes proprietary nucleic

acid production solutions for the biopharmaceutical and diagnostics markets through its LineaRx,

Inc. subsidiary. For more information, visit https://www.bnbx.io/ and https://linearxdna.com/.

About

GlobalStake

is a SOC 2 Type II certified Web3 infrastructure company that provides validator operations, yield generation, and strategic advisory

services to protocol foundations, institutional investors, custodians, and exchanges. GlobalStake operates sovereign bare-metal infrastructure

across major blockchain networks and is a trusted staking yield partner to many of the world’s leading custodians, exchanges, and wallet

providers. For more information, visit www.globalstake.io.

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 “believe,” “continues,” “expect,” “focus,” “intend,” “may,” “will,”

“potential,” “likelihood,” “plan,” “can,” “anticipate,” and other words of

similar meaning. These forward-looking statements include, without limitation, statements regarding the Company’s strategic transition

from a digital asset treasury to an operating company focused on institutional technology infrastructure; the Company’s plans to

assemble infrastructure supporting blockchain, agentic AI and other open network technologies; technological and market trends, including

network deployment and use of agentic AI; future announcements and priorities; the Company’s options to strengthen the strategic

positioning of LRx within the genetic medicines market; the expansion and anticipated benefits of the Company’s strategic relationship

with GlobalStake; the Company’s capital allocation and capital structure initiatives; the future development, growth and potential

monetization of the Company’s LRx business; the Company’s continued participation in the BNB Chain ecosystem; the Company’s

plans, objectives, expectations and intentions regarding its future operations, strategy, financial position and efforts to enhance shareholder

value.

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 risks related to the Company’s redirection of its strategic focus and transition to

an operating company, the risks in its planned expansion into digital asset and agentic AI infrastructure, the Company’s ability to execute

an operating strategy, the risks associated with the anticipated diversification of its treasury holdings, the risks inherent to the Company’s

strategic alignment with GlobalStake, risks relating to the completion and outcome of the Company’s strategic review, the volatility of

digital asset prices, changes in the regulatory environment or accounting standards for digital assets and artificial intelligence, cybersecurity

threats and the risks relating to significant legal, commercial and technical uncertainty regarding digital assets and agentic AI generally,

the unknown future demand for genetic medicines and the other risk factors described 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.

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