BNB PLUS CORP.

BNB Plus Corp. operates as a digital asset treasury company that has adopted BNB, the native cryptocurrency of the Binance blockchain ecosystem, as its primary reserve asset, and also commercializes proprietary nucleic acid production solutions for the biopharmaceutical and diagnostics markets through its LineaRx subsidiary. The company's nucleic acid production solutions enable cell-free manufacturing of DNA and RNA, which are essential components for advanced biotherapeutics such as gene therapies, adoptive cell therapies, messenger RNA therapeutics and DNA vaccines, as well as diagnostic applications.

The company's competitors in its Therapeutic DNA Production Services segment include MilliporeSigma, Precigen, Inc., Aldevron, LLC, Integrated DNA Technologies, Inc., 4basebio PLC, MaxCyte, Inc., Touchlight Genetics Ltd., Quantoom Bioscience, Syngoi Technologies, S.L.U., Novartis AG, OriGene Technologies, Inc., Blue Heron Biotech, LLC, Gene Art, GenScript Biotech Corporation, Elegen, Inc., ANSA Biotechnologies, Merck & Co., Inc. and others. Competitors in the DAT market include The Ether Machine, Sharplink Gaming Inc, Strategy, Inc., Solana Company, CEA Industries, Inc., Forward Industries, Inc., Sharplink Gaming, Inc., Bitmine Immersion Technologies Inc., and others.

The company generates revenue through product sales and service revenues. Product revenues are recognized at the point in time the company transfers control of goods to the customer, while service revenues from authentication services are recognized when the authentication report is released to the customer, and research and development service revenues are recognized when performance obligations are satisfied. The company's primary customer segments include biopharmaceutical and diagnostics markets for its Therapeutic DNA Production Services, and it also previously served industrial supply chains and security services through its DNA Tagging and Security Products segment, which it is winding down.

The company's Therapeutic DNA Production Services segment includes three distinct technology solutions: LineaDNA, a proprietary cell-free DNA production system using a large-scale PCR process; LineaRNAP, a next-generation RNA polymerase engineered with a patented DNA-binding domain; and LineaIVT, an integrated system combining LineaDNA and LineaRNAP technologies. For the fiscal year ended September 30, 2025, product revenues were $1,424,147 ¹ and service revenues were $712,788 ². The company's DNA Tagging and Security Products and Services segment, which it is winding down, generated revenues from supply chain services of $1,148,816 ³ and large scale DNA production of $612,360 ⁴ for the fiscal year ended September 30, 2025.

On February 13, 2025, the company announced its exit from its DNA Tagging and Security Products and Services business operations and completed a workforce reduction of approximately 20% ⁵ of total headcount. On June 27, 2025, the company implemented a workforce reduction of approximately 27% ⁶ of headcount and ceased operations at Applied DNA Clinical Labs. On October 6, 2025, the board authorized a further restructuring plan reducing the workforce by sixteen employees, or approximately 60% ⁷, with aggregate pre-tax charges of approximately $1.4 million ⁸. The company effected a one-for-fifty (1:50) reverse stock split on March 14, 2025 and a one-for-fifteen (1:15) reverse stock split on June 2, 2025. On October 3, 2025, the company closed the Cash Private Placement and on October 23, 2025 completed the Cryptocurrency Private Placement, receiving $26.8 million ⁹ in gross proceeds with the potential for up to an additional $30.8 million ¹⁰ in gross proceeds from warrant exercises. On November 4, 2025, the company entered into an At The Market Offering Agreement to sell shares with an aggregate offering price of up to $8,157,932 ¹¹.

For the fiscal year ended September 30, 2025, total revenues were $2,136,935 ¹² compared to $2,113,490 ¹³ in the prior fiscal year. Gross profit was $838,907 ¹⁴ compared to $974,840 ¹⁵ in the prior year, with gross profit percentage of 39% ¹⁶ versus 46% ¹⁷. Loss from operations increased to $16,046,595 ¹⁸ from $13,668,447 ¹⁹ in the prior year. Net loss attributable to common stockholders was $69,487,620 ²⁰ compared to $7,225,608 ²¹ in the prior year, with diluted net loss per share of $134.23 ²² versus $1,366.42 ²³.

The company's primary growth vector is its BNB-focused digital asset treasury strategy, launched in October 2025 with the closing of the Private Placement wherein the company received $26.8 million ²⁴ in gross proceeds in cash and cryptocurrency assets with the potential for up to an additional $30.8 million ²⁵ in cash gross proceeds from warrant exercises. The strategy involves accumulating BNB and utilizing it as a productive treasury asset to produce yield via Binance native and other decentralized finance opportunities, including participation in the Binance Launch Pool, native staking on Binance Smart Chain, liquidity providing, and BNB collateralization. The company plans to pursue opportunities to sell its OBNB Trust Units for cash to purchase additional BNB, or alternatively, access the Trust Units' underlying BNB assets in coordination with the administrator of the OBNB Osprey BNB Chain Trust.

The company's second growth vector is its LineaRx business, which is commercializing proprietary nucleic acid production solutions for the biopharmaceutical and diagnostics markets. The business strategy is to continue advancing the Therapeutic DNA Production Services to support potential future sale and/or licensing of the LineaRx business and/or its technology solutions to a third-party. The company has developed three distinct technology solutions: LineaDNA, LineaRNAP, and LineaIVT. Research and development expenses for the fiscal year ended September 30, 2025 were $6,016,912 ²⁶, which included $2.7 million ²⁷ of impairment expense for the write-off of intangible assets acquired as part of the acquisition of Spindle Biotech, Inc.

The company's restructuring actions are intended to substantially reduce operating costs. The June 2025 workforce reduction equated to a projected 23% ²⁸ reduction in annual payroll costs, excluding payroll expenses incurred as a result of the retirement of the former Chairman and Chief Executive Officer. The reduction in payroll costs was offset by approximately $278,000 ²⁹ in one-time charges related to the workforce reduction and ceasing of operations at ADCL. The October 2025 restructuring plan includes aggregate pre-tax charges of approximately $1.4 million ³⁰ in connection with the reduction-in-force, and the company estimates the restructuring will result in annualized cost savings of approximately $2.8 million ³¹. Since initiating restructurings in January 2025, the company has cumulatively reduced headcount by a total of 72% ³² for a projected 70% ³³ total reduction in payroll expenses as compared to the fiscal year ended September 30, 2024.

As of September 30, 2025, the company had a total of 26 ³⁴ employees. Subsequent to September 30, 2025, the company reduced its total employees to 13 ³⁵ in accordance with the restructuring plan authorized by its Board of Directors on October 6, 2025. The company expects remaining capital expenditure to be less than $70,000 ³⁶ in fiscal 2026. The company anticipates spending approximately $700,000 ³⁷ for product research and development activities during the next twelve months, focusing on the further development and commercialization of its Therapeutic DNA Production services.

On November 4, 2025, the company entered into an At The Market Offering Agreement with Lucid Capital Markets, LLC to offer and sell shares of common stock with an aggregate offering price of up to $8,157,932 ³⁸. As of December 15, 2025, the company has issued a total of 10,759 ³⁹ shares of common stock for net proceeds of $31,791 ⁴⁰ after deducting commissions of $983 ⁴¹. The company has not declared or paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future.

The company faces significant headwinds related to the extreme price volatility of BNB, which has historically been subject to dramatic price fluctuations. The company acknowledges that any sustained decline in the market price of BNB could lead to substantial losses on its digital asset holdings and could adversely affect the market price of its common stock. Additionally, the company faces risks related to the potential classification of BNB and/or its OBNB Trust Units as a "security" under U.S. federal securities laws, which could subject the company to additional regulation and materially impact the operations of its treasury strategy.

The company faces constraints related to its ability to maintain compliance with Nasdaq continued listing standards. As of September 30, 2025, the company's stockholders' equity was below $2.5 million ⁴². The company has received multiple notification letters from Nasdaq for failing to comply with its listing requirements and has effected multiple reverse stock splits to regain compliance. The company is not eligible for a compliance period under Nasdaq Listing Rule 5810(c)(3)(A) due to having effected a reverse stock split over the prior one-year period or having effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.

The company faces material risks related to the extreme price volatility of BNB, which has historically been subject to dramatic price fluctuations, and any sustained decline in the market price of BNB could lead to substantial losses on its digital asset holdings and adversely affect the market price of its common stock. The company's concentration in a single digital asset exposes it to unique liquidity risks that may prevent it from converting BNB into fiat currency when desired, particularly during periods of market stress. The company faces significant regulatory risk as BNB has not yet been classified with respect to U.S. federal securities laws, and if BNB or the company's OBNB Trust Units were deemed to be a "security," the company could be required to register as an investment company under the Investment Company Act. The company has identified a material weakness in its internal controls over financial reporting related to controls around the preparation and review of inputs utilized in fair value calculations for warrant modifications. The company's ability to maintain compliance with Nasdaq continued listing standards is at risk, as its stockholders' equity was below $2.5 million ⁴³ as of September 30, 2025, and the company is not eligible for a compliance period due to having effected reverse stock splits with a cumulative ratio of 250 shares or more to one.

Management's message emphasizes the strategic pivot to a digital asset treasury model focused on BNB, with the company launching its DAT strategy in October 2025. The company projects that its LineaRx subsidiary will significantly narrow its losses in FY26Q1 (ending December 31, 2025) and approach profitability. Management's strategic priorities include: (i) implementing the BNB Strategy to accumulate BNB and produce yield via Binance native and DeFi opportunities, (ii) continuing to advance the LineaRx Therapeutic DNA Production Services to support potential future sale and/or licensing of the business, and (iii) substantially reducing operating costs through restructuring actions, including a cumulative headcount reduction of 72% ⁴⁴ for a projected 70% ⁴⁵ total reduction in payroll expenses as compared to the fiscal year ended September 30, 2024.