BNB Plus Corp amends registration rights agreement with majority holders

BNB Plus Corp, a Delaware company trading on Nasdaq under the symbol BNBX, disclosed in an 8-K dated September 28, 2026 that it had entered into a Second Amendment to its Registration Rights Agreement originally dated May 26, 2026 and previously amended on June 23, 2026. The amendment was executed with holders representing 50.1% or more of the Registrable Securities, referred to as the Purchasers.¹

Under the original agreement, the company had been required to file a registration statement for the Registrable Securities within a set window tied to May 26, 2026, a deadline that had already been pushed back to run from the final closing date of a related private securities offering.¹

The new amendment changes that structure. It eliminates the prior filing requirement and instead obligates the company to file a registration statement only after holders of at least 51% in interest of the then-outstanding Registrable Securities formally demand it, a trigger the filing calls a Demand.¹ Holders are limited to making no more than two such Demands.¹ Once a Demand is received, the company must prepare and file the registration statement within 45 calendar days of that Demand Date.¹

Separately, each party signing the amendment waived any past failure by the company to meet its obligations under the original agreement through the date of the amendment, and released the company from related claims.¹

The amendment itself, dated September 28, 2026, was signed among BNB Plus Corp., Comstock Multichain Fund, and KGPLA Holdings LLC, according to the exhibit list in the filing. The 8-K notes that its description of the amendment is a summary and that the full terms are governed by the actual amendment text filed as an exhibit.¹ The report was signed on behalf of the company by Chief Executive Officer Clay Shorrock on October 1, 2026.