Full Press Release Details
BNB Plus Corp. (BNBX) Secures Initial
Commitments for $4.1M in Strategic Financing
Leads New and Existing Investor Group in Partnership with GlobalStake to Support Strategic Review of Digital Asset and Biotechnology
Additional Commitments
Expected with the Company Targeting $5m in Total Proceeds
Plus Corp. (Nasdaq: BNBX) ("BNB Plus" or the "Company"), today announced it has secured initial commitments for $4.1M
of convertible preferred stock financing, with additional commitments anticipated to bring total proceeds to $5.0 million (the "Financing").
Proceeds from the Financing will be used to bolster the Company's digital asset treasury and will provide working capital in support
of a comprehensive strategic review. With the anticipated proceeds, the Company expects to hold over $16.4M in cash and digital assets,
as valued on May 23, 2026.
Financing include Comstock Multichain Fund, an investment vehicle managed by Silvermine Capital Advisors, LLC ("Silvermine"),
and other new and existing digital-asset-native institutional investors that specialize in the monetization of undervalued assets, including
Off the Chain, LP. In conjunction with the Financing, the Company will enter into an advisory arrangement
with GlobalStake Infrastructure, LLC ("GlobalStake"), a SOC 2 Type II certified Web3 infrastructure company, which will
lead the strategic review of the Company's business, assets, and capital structure. GlobalStake currently operates cutting-edge bare
metal infrastructure in tier 4 and 5 data centers across the globe.
marks a deliberate step forward for BNBX and reflects investor confidence in our operational trajectory and the distinct value proposition
of our business," said Clay Shorrock, Chief Executive Officer of BNB Plus. "With a reduced cost structure and our LineaRx
subsidiary (therapeutic DNA production services segment) recently achieving profitability in Q2
FY2026, we believe we have the operational foundation and now the capital resources to pursue a comprehensive strategic review
focused on maximizing shareholder value."
The strategic review
will prioritize evaluating two potential primary value creation pathways:
review will be led by Richard Shorten, Founder of Silvermine and Chairman of GlobalStake. Mr. Shorten brings more than 30 years of experience
across institutional finance, corporate law, and emerging technology. Mr. Shorten has served on multiple public company boards and has
an established record as a turnaround operator across telecom, media, and digital asset sectors. Shorten noted "As crypto markets
rapidly evolve, digital asset treasury companies require increasingly sophisticated strategies to deliver shareholder value. I look forward
to working closely with management and the Board to architect a path to realize the Company's full potential in this dynamic industry."
The Financing consists
of two series of convertible preferred stock, both senior to common stock and convertible into common shares on a 1-for-1 basis, with
obligations guaranteed by the Company's digital asset treasury subsidiaries. The Series B-1 Preferred Stock (or pre-funded B-1 Preferred
Stock purchase warrants in-lieu thereof) is priced at $1.05 per share (representing a 176% premium over the closing price of the Company's
common stock on May 22, 2026), carries an 8.0% annual dividend and a 1.5x liquidation preference, and will be issued to new investors
and to existing investors who exercise certain outstanding warrants for cash.
Preferred Stock (or pre-funded B-2 Preferred Stock purchase warrants in-lieu thereof) is priced at $0.38 per share, carries a 6.0% annual
dividend and a 1.0x liquidation preference, and will be issued to existing investors who exchange their existing common stock, common
stock issued upon exercise of existing warrants, and certain pre-funded warrants. Certain existing investors may also elect to receive
transferable rights to exchange common stock for Series B-2 Preferred Stock on a 1-for-1 basis with respect to shares issuable upon exercise
of existing warrants not otherwise exchanged in the Financing.
years following closing, the Company has the option to satisfy dividend obligations of the preferred stock by accreting the dividend
amount into the principal value of each series rather than paying in cash, providing the Company with near-term financial flexibility
as it executes its strategic review.
the Financing, investors in the Series B-1 Preferred Stock will receive warrants to purchase additional shares of the Company's common
stock, with coverage equal to 100% of the shares and/or prefunded warrants underlying their preferred investment, at an exercise price
equal to $0.76, and exercisable over a three-year period. Additional details regarding the terms of the Financing will be disclosed in
a Current Report on Form 8-K filed with the SEC.
Securities Disclaimer
being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Securities Act"), and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the
securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration
statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws.
shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
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/.
Capital Advisors, LLC
Advisors, LLC brings more than 20 years of investment experience across technology and digital assets, with over $500 million deployed
across its transactions. Since 2019, the firm has focused almost exclusively on digital asset infrastructure and early-stage innovation,
with a particular emphasis on interoperability and decentralized finance.
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.
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," "focus," "intend," "may," "will," and other words
of similar meaning. Forward-looking statements are statements other than historical facts and address various matters including, without
limitation, expectations regarding the Company's strategic review process, statements relating to the anticipated benefits and timing
of the completion of the proposed offering and related transactions, the intended use of proceeds from the offering, 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 review of strategic alternatives, including the ability to identify or consummate a suitable strategic
alternative, the Company's ability to regain compliance with the Nasdaq listing requirements, including without limitation, the minimum
closing bid price requirement for its common stock, the Company's ability to maintain its listing of securities on Nasdaq, 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