Additional Commitments Expected with the Company Targeting $5M in Total Proceeds
BNB 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 $5.0M (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.
We now have the operational foundation and capital resources to pursue a comprehensive strategic review focused on maximizing shareholder value.”
— Clay Shorrock, CEO of BNB Plus Corp.
BNB Plus Corp. is a B2i Digital Featured Company. See the company’s profile at https://b2idigital.com/bnbx.
Investors in the 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.
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“This financing 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.”
Strategic Review Objectives
The strategic review will prioritize evaluating two potential primary value creation pathways:
• Digital Asset and Related Infrastructure Opportunities: The review will propose a path to unlock strategic opportunities in digital asset and AI infrastructure, including institutional yield generation and the intersection of agentic AI with digital asset payment mechanisms.
• Monetization of LineaRx, Inc. (LRx): The Company’s biotech subsidiary, LRx, will undergo a structured assessment to identify potential monetization opportunities, which may include partnerships, licensing arrangements, asset sales, or other transactions designed to realize value for shareholders.
The 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.”
Transaction Summary
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.
The Series B-2 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.
For the first two 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.
In connection with 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.
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