BNB PLUS CORP. Form 8-K Current Report Filed 2026-02-05

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:

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).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 2, 2026, the Board of Directors (the “Board”) of BNB Plus Corp. (the “Company”) appointed James Haft to serve as a director and as a member of the Nominating Committee of the Board, effective February 2, 2026, until his successor has been duly elected and qualified, or until his earlier resignation or removal. At the time of Mr. Haft’s appointment, the Board had a vacancy as the result of Ms. Schmalz Shaheen’s resignation, as previously disclosed.

For Mr. Haft’s services as a director, on February 2, 2026, the Board approved and entered into a letter agreement (the “Letter Agreement”) with Mr. Haft. Pursuant to the terms of the Letter Agreement, Mr. Haft will receive (i) a one-time cash fee of $40,000 to be paid within seven days of his appointment, and (ii) an initial option grant to purchase up to 93,000 shares of the Company’s common stock (“Initial Option Grant”) at a price of $1.31 per share. The Initial Option Grant will vest in four equal installments on May 2, 2026, August 2, 2026, November 2, 2026 and February 2, 2027. The Initial Option Grant will be governed by the terms and conditions of the Company’s 2020 Equity Incentive Plan, as amended, and the Company’s form of agreement thereunder. Mr. Haft will also be eligible to receive future options or other equity grants for continued Board service pursuant to the Company’s standard director compensation policy.

Mr. Haft will also enter into the Company’s standard form of indemnification agreement for directors and officers (the “Indemnification Agreement”), the form of which is attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on September 13, 2012. Pursuant to the terms of the Indemnification Agreement, the Company may be required, among other things, to indemnify Mr. Haft for certain expenses, including reasonable attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses incurred by him in any action, proceeding or appeal arising out of his service on the Board or in connection with establishing or enforcing a right to indemnification.

There are no family relationships among Mr. Haft and any of the Company’s directors and executive officers and there are no arrangements or understandings between Mr. Haft and any other persons pursuant to which he was appointed as director. Except for a $250,000 investment in the Company’s PIPE transaction that closed in October 2025 by Gaia Digital Assets Fund, which was co-founded by Mr. Haft’s son Jacob Haft and of which Jacob Haft is a managing partner, neither Mr. Haft nor any of his immediate family members have been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K. Mr. Haft has no involvement in the management of Gaia Digital Assets Fund.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On February 5, 2026, the Company issued a press release announcing James Haft’s appointment as a member of the Board. The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information in this item, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and 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. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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.

On behalf of BNB Plus Corp., a Delaware corporation (the “Company”), I am pleased to extend to you an offer to join the Company’s Board of Directors (the “Board”) as a non-employee independent director and member of the Nominating Committee effective on or about February 3, 2026. This offer is contingent upon (i) receipt of a background check satisfactory to the Company, (ii) your confirmation of the enclosed Policy on Insider Trading, and (iii) formal approval of your appointment by the Board.

The Company’s current schedule includes approximately four regular meetings of the Board, which are held by telephone/video conference plus additional special meetings as called by the Board from time to time which usually take place by telephone/video conference. In addition to your commercially reasonable efforts to attend Board meetings, we expect to take advantage of your expertise by reaching out to you for advice and counsel between meetings.

As a member of the Board, you will owe fiduciary duties to the Company and its stockholders, such as the duty of care, duty of loyalty and the duty of disclosure, which include protecting Company proprietary information from unauthorized use or disclosure.

The following summarizes the compensation that will be provided to you for your so agreeing to join the Board effective upon your appointment to the Board:

Notwithstanding anything else to the contrary, in the event that you no longer continue to serve as a Director other than as a result of your removal for Cause (as defined below) or your voluntary resignation, your Initial Option Grant shall become fully vested and non-forfeitable. For the purposes of this Agreement, “Cause” shall mean your dishonesty, theft, breach of fiduciary duty, conviction of a felony, or willful misconduct in each case (other than felony conviction) relating to the Company and resulting in material harm to the Company’s financial condition. Your Initial Option Grant (to the extent vested) shall be exercisable for the full 10-year stated term of the Initial Option Grant unless you are removed from the Board for Cause.

The compensation set forth above is subject to change from time to time in the future as determined by the Board; provided that the Initial Option Grant and Incentive Fee may not be amended without your prior written consent. After your initial appointment to the Board, you shall be eligible for Board service compensation for future service on terms no less favorable than compensation awarded to any other director and without regard to the compensation set forth in this letter agreement.

This offer is submitted to you with the understanding that you will tender your resignation as a member of the Board in the event that you are not in compliance with the Company’s then applicable material policies, codes or charters it being understood that (X) the Company counsel has opined that upon your initial appointment you shall be an independent director under applicable securities laws and stock exchange rules, (Y) you are relying on such opinion, and (Z) any loss of such status hereafter shall not constitute your failure to comport with any such compliance. Should you accept this offer, subject to the foregoing, you are representing to us that you (i) do not know of any conflict which would restrict your ability to serve on the Board and (ii) will not provide the Company with any documents, records, or other confidential information in violation of the rights of other parties.

Consistent with the Company’s governing documents, while the Board has authority to appoint you as a member of the Board, your continued service on the Board will be subject to stockholder approval at the next annual meeting of stockholders. In addition, your right to serve as a member of the Board is subject to the provisions of the Company’s charter documents. Nothing in this offer should be construed to interfere with or otherwise restrict in any way the rights of the Company and the Company’s stockholders to remove any individual from the Board at any time in accordance with the provisions of applicable law.

You will also be entitled to indemnification for your services as a Board member in accordance with the Company’s standard form of indemnification agreement and the governing documents of the Company. The Company shall promptly reimburse you for your legal expenses incurred with the preparation, negotiation, execution, and delivery of this letter agreement, not to exceed $5,000 USD. In addition, if travel to any Board or committee meeting is required, the Company shall reimburse you for reasonable travel and lodging expenses. In the event you bring a legal (or other) proceeding to enforce the terms of this letter agreement and/or the Initial Option Grant, the Company shall bear (and promptly reimburse upon incurrence) the expenses, any administrative or court fees arising in connection with such enforcement pursuit, and the other expenses (including without limitation, attorneys' fees and costs) incurred by you in connection therewith.

You are free to end your relationship as a member of the Board at any time and for any reason.

The terms in this letter agreement, the aforementioned indemnification agreement, and the Initial Option Grant supersede any other agreements or promises made to you by anyone, whether oral or written, and comprise the final, complete and exclusive agreement between you and the Company regarding your joining the Board. Nothing in this letter should be construed as an offer of employment.

While you serve on the Board, you will be expected to notify the Company’s legal counsel of any conflicts of interests that may arise with respect to the Company.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature (DocuSign or the like) complying or not complying with the U.S. Federal ESIGN Act of 2000, Uniform Electronic Transactions Act, or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Each party waives any defense they may have for the failure to produce an original letter agreement in action to enforce this letter agreement.

I hope that you will accept our offer to join the Company’s Board of Directors and I look forward to a productive future relationship. If you agree with the above, please indicate your agreement with these terms and accept this offer by signing and dating this letter below.

Applied DNA Sciences, Inc., (BNBX) a Delaware corporation (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed in the below schedule (“Participant”) an option to purchase the number of Shares set forth in the below schedule (the “Option”). The Option described in this Stock Option Grant Notice (the “Grant Notice”) is (1) issued pursuant to that certain letter agreement dated as of the Grant Date between the Participant and the Company (the “Letter Agreement”) and (2) subject to the terms and conditions set forth in the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein (but subject to the terms of the Letter Agreement), capitalized terms used in this Grant Notice and the Agreement will have the meanings defined in the Plan.

Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice; provided that, notwithstanding anything else to the contrary, in the event of a conflict between (1) the terms of the Letter Agreement (on the one hand) and (2) the Option Agreement and/or the Plan, then the terms of the Letter Agreement shall govern the terms of the Option. This document may be executed, including by electronic means, in multiple counterparts, each of which will be deemed an original, and all of which together will be deemed a single instrument.

Award of Option. Effective as of the Grant Date set forth in the Grant Notice, the Company has granted to Participant the Option to purchase part or all of the aggregate number of Shares set forth in the Grant Notice, subject to the terms and conditions set forth in the Grant Notice, the Plan and this Agreement.

Term of Option. The Option may not be exercised later than the Expiration Date set forth in the Grant Notice, subject to earlier termination in accordance with the Plan and this Agreement, but in each case subject to the terms of the Letter Agreement.

Option Exercise Price. The exercise price per Share of the Option (the “Exercise Price”) is set forth in the Grant Notice.

Vesting. Subject to the continued service of Participant with the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as set forth in the Grant Notice (but subject to the terms of the Letter Agreement) .

Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company).

Effect of Termination of Service on the Option. If Participant’s service ceases for any reason, subject to the terms of the Letter Agreement, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan.

Method of Exercise. Participant may exercise the Option by delivering a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Chief Financial Officer of the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement.

Partial Exercise. The Option may be exercised in whole or in part, provided, however, that any exercise may apply only with a whole number of Shares.

Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement.

Rights as Stockholder. The Option will not confer upon Participant any of the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant’s exercise of the Option.

Investment Representations. Participant represents and warrants that Participant is acquiring the Option (and upon exercise of the Option, will be acquiring the subject Shares) for investment for Participant’s own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. As a further condition to the exercise of the Option, the Company may require Participant to make any representation or warranty as may be required by or advisable under any applicable law or regulation.

Non-Transferability of Option. Except as may be permitted by the Committee in accordance with Section 14 of the Plan, the Option may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, either voluntarily or involuntarily, other than by will or by the laws of descent and distribution.

Adjustments. The Exercise Price, as well as the number and kind of shares subject to the Option, are subject to adjustment in accordance with Section 3(d) of the Plan.

Tax Consequences. Participant acknowledges that the Company has not advised Participant regarding Participant’s tax liability in connection with the Option. Participant acknowledges that Participant has reviewed with Participant’s own tax advisors the tax treatment of the Option (including the purchase and sale of Shares subject hereto) and is relying solely on those advisors in that regard.

No Continuation of Service. Neither the Plan nor this Agreement will confer upon Participant any right to continue in the employment or service of the Company or any of its Affiliates, or limit in any respect the right of the Company or its Affiliates to discharge Participant at any time, for any reason.

The Plan. Participant has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts the Option subject to the terms and provisions of the Plan, subject to the terms of the Letter Agreement. Pursuant to the Plan, the Committee is authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to questions arising under the Plan, the Grant Notice or this Agreement.

Entire Agreement. The Grant Notice and this Agreement, together with the Plan, represent the entire agreement between the parties with respect to the subject matter hereof and supersede any prior agreement, written or otherwise, relating to the subject matter hereof.

Amendment. Subject to the terms of the Letter Agreement, this Agreement may only be amended by a writing signed by each of the parties hereto; provided that the Company may amend this Agreement without Participant’s consent, if the amendment does not materially impair Participant’s rights hereunder or as otherwise permitted in Section 4(f), above.

Governing Law. This Agreement will be construed in accordance with the laws of the State of Delaware, without regard to the application of the principles of conflicts of laws.

Headings. The headings in this Agreement are for convenience only. They form no part of the Agreement and will not affect its interpretation.

If the Option is designated as an Incentive Stock Option, Participant acknowledges that nonetheless a portion of the Option may not qualify (or may cease to qualify) as an “incentive stock option” under the Code due to limitations set forth in Section 422(d) of the Code or otherwise. To the extent the Option does not qualify for treatment as an “incentive stock option” under the Code, it will be treated as a non-qualified stock option. The Company does not guarantee any particular tax treatment for the Option or the Shares subject to the Option.

If the Option is designated as an Incentive Stock Option, Participant shall give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under the Option, if such disposition or transfer is made (i) within two years from the Grant Date, or (ii) within one year after the transfer of such Shares to Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

Electronic Delivery of Documents. Participant authorizes the Company to deliver electronically any prospectuses or other documentation related to the Option and any other compensation or benefit plan or arrangement in effect from time to time (including, without limitation, reports, proxy statements or other documents that are required to be delivered to participants in such arrangements pursuant to federal or state laws, rules or regulations). For this purpose, electronic delivery will include, without limitation, delivery by means of e-mail or e-mail notification that such documentation is available on the Company’s Intranet site. Upon written request, the Company will provide to Participant a paper copy of any document also delivered to Participant electronically. The authorization described in this paragraph may be revoked by Participant at any time by written notice to the Company.

Digital Asset and Infrastructure Expert Joins Board to Support Strategic Growth and BNB Treasury Operations

New York, NY – February 5, 2026 – BNB Plus Corp. (Nasdaq: BNBX) ("BNBX" or the "Company"), today announced the appointment of James Haft as an Independent Director and member of the Board’s Nominating Committee, effective as of February 2, 2026.

Mr. Haft is a recognized pioneer in digital asset investments and decentralized finance, bringing more than 35 years of experience spanning blockchain infrastructure, emerging markets, and traditional finance. Mr. Haft has served as a managing director at BearStearns Inc, FurmanSelz and INGBarings, focused on emerging markets and founded and served as chairman of PALcapital LLC, a merchant bank focused on digital enterprise and blockchain opportunities, since 1996. His appointment strengthens BNBX's board expertise as the Company continues to expand its BNB treasury operations and DeFi yield generation capabilities.

Mr. Haft co-founded CryptoMondays in 2017, scaling the global blockchain education and awareness platform to more than 70 cities worldwide. In 2021, he served as Founding Chairman of the first publicly listed Web3 company on the Oslo Stock Exchange. His extensive background also includes public company board experience.

"James brings exceptional experience in blockchain-based infrastructure and a demonstrated track record of identifying and nurturing innovation in the digital asset space," said Clay Shorrock, President and CEO of BNBX. "His deep understanding of blockchain technologies, combined with his expertise in public and private capital markets, makes him a valuable addition to our board as we advance our strategic initiatives."

Mr. Haft has been a leader in the blockchain ecosystem since 2015. In that time, he has co-founded CryptoMondays, DAIS.global (The Decentralized AI Society), CryptoOracle, and ClimateCoin, among other precedent setting activities. He holds a BA in Economics from Vassar College and JD/MBA degrees from Emory University.

"I look forward to supporting BNBX’s mission to create shareholder value by advancing blockchain adoption and exploring potential digital asset infrastructure opportunities," said Mr. Haft.

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.

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,” “continues,” “expect,” “look forward,” “mission,” “potential,” “may,” “will,” “project,” and other words of similar meaning. Forward-looking statements are statements other than historical facts and address various matters including, without limitation, regarding management, future financial and operating condition and performance.

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, failure to realize the anticipated benefits of the proposed 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 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.

Visit www.BNB.plus for more information. Follow us on X and LinkedIn. Join our mailing list.

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

Exhibit No.		Description
10.1*		Letter Agreement, dated February 2, 2026, by and between BNB Plus Corp. and James Haft.
99.1		Press Release, dated February 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	BNB Plus Corp.

Date: February 5, 2026	By:	/s/ Clay Shorrock
	Name:	Clay Shorrock
	Title:	Chief Executive Officer

Cover	Feb. 02, 2026
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 02, 2026
Entity File Number	001-36745
Entity Registrant Name	BNB Plus Corp.
Entity Central Index Key	0000744452
Entity Tax Identification Number	59-2262718
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	50 Health Sciences Drive
Entity Address, City or Town	Stony Brook
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11790
City Area Code	631
Local Phone Number	240-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	BNBX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false