UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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 1.01 | Entry into a Material Definitive Agreement. |
On September 28, 2026, the Company entered into a Second Amendment (the “Amendment”), to the Registration Rights Agreement, dated May 26, 2026, as amended by the First Amendment to the Registration Rights Agreement, dated June 23, 2026 (the “Agreement”), with holders of 50.1% or more (the “Purchasers”) of the Registrable Securities.
Under the Agreement, the Company was required to prepare and file a registration statement for the Registrable Securities within 30 days of May 26, 2026, which was extended to 30 days following the final closing date of the related private securities offering. The Amendment removed such registration requirement and replaced it with an obligation to file a registration statement upon holders of at least 51% in interest of the then-outstanding Registrable Securities demanding that the Company file a Registration Statement covering the resale of any or all Registrable Securities (a “Demand”) (such date that the Company receives Demand the “Demand Date”). Holders of Registrable Securities can make no more than two Demands. Upon receipt of a Demand, the Company is obligated to prepare and file a registration statement on or prior to 45th calendar day following the Demand Date.
Each signatory to the Amendment also irrevocably waived any failure by the Company to perform its obligations under the Agreement that occurred on or prior to the date of the Amendment and released the Company from any and all claims relating thereto.
All capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Second Amendment to the Registration Rights Agreement, dated September 28, 2026, by and among BNB Plus Corp., Comstock Multichain Fund, and KGPLA Holdings LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| BNB Plus Corp. | ||
| Date: October 1, 2026 | By: | /s/ Clay Shorrock |
| Name: | Clay Shorrock | |
| Title: | Chief Executive Officer | |