BNBX 10-K & 10-Q changes, risk factors and insider trading

Risks Related to Our Business

Risks Related to Cryptocurrencies

Risks Related to Investing in BNB

Risks Related to Our Digital Asset Treasury Strategy

We may not successfully implement our business strategies, including achieving our growth objectives and the implementation of our BNB Strategy.

We may not be able to fully implement our business strategies or realize, in whole or in part within the expected time frames, the anticipated benefits of our various growth or other initiatives. Our various business strategies and initiatives, including our growth, operational and management initiatives and the development in particular of our BNB Strategy, are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond our control. The execution of our business strategy and our financial performance will continue to depend in significant part on our ability to obtain sufficient financing and on our executive management team and other key management personnel, our executive management team’s ability to execute new operational initiatives, and certain matters outside of our control. In addition, we may incur certain costs as we pursue our growth, operational and management initiatives, and we may not meet anticipated implementation timetables or stay within budgeted costs. Also, our business strategies may change from time to time in light of our ability to implement our business initiatives, competitive pressures, economic uncertainties or developments, or other factors.

We may not successfully implement our Therapeutic DNA Production Services business strategies, including but not limited to the sale or licensing of our technologies.

We may not be able to fully implement our business strategies or realize, in whole or in part within the expected time frames, the anticipated benefits of our various growth or other initiatives. Our growth, operational and management initiatives and the development of our Therapeutic DNA Production Services, are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond our control. The execution of our business strategy and our financial performance will continue to depend in significant part on our ability to obtain sufficient financing and on our executive management team and other key management personnel, our executive management team’s ability to execute new operational initiatives, and certain matters outside of our control. In addition, we may incur certain costs as we pursue our growth, operational and management initiatives, and we may not meet anticipated implementation timetables or stay within budgeted costs. As these initiatives are undertaken, we may not fully achieve our goal of selling and/or licensing our technologies. Also, our business strategies may change from time to time in light of our ability to implement our business initiatives, competitive pressures, economic uncertainties or developments, or other factors.

Rapidly changing technology and extensive competition in synthetic DNA could make our Therapeutic DNA Production Services obsolete or non-competitive unless we continue to develop and manufacture new and improved services or products and pursue new market opportunities.

The synthetic DNA industry is characterized by rapid and significant technological changes, frequent new product introductions and enhancements and evolving industry demands and standards. Our future success in our Therapeutic DNA Production Services business will depend on our ability to continually improve the services we are developing and producing, to develop and introduce new services that address the evolving needs of our customers on a timely and cost-effective basis and to pursue new market opportunities that develop as a result of technological and scientific advances. These new market opportunities may be outside the scope of our proven expertise or in areas which have unproven market demand, and the utility and value of new products and services developed by us may not be accepted in the markets served by the new services. Our inability to gain market acceptance of existing products and services in new markets or market acceptance of new products and services could harm our future operating results. Our future success in our Therapeutic DNA Production Services business also depends on our ability to manufacture these new and improved products and services to meet customer demand in a timely and cost-effective manner, including our ability to resolve manufacturing issues that may arise as we commence production of any new products and services we develop.

The principal markets for synthetic DNA are intensely competitive. We compete with many existing suppliers and new competitors continue to enter the market. Many of our competitors, both in the United States and elsewhere, are major pharmaceutical, chemical and biotechnology companies, or have strategic alliances with such companies, and many of them have substantially greater capital resources, marketing experience, research and development staff, and facilities than we do. Any of these companies could succeed in developing products that are more effective than the product candidates that we have or may develop and may be more successful than us in producing and marketing their existing products.

We expect this competition to continue and intensify in the future. Our competitors also compete with us in recruiting and retaining qualified scientific and management personnel, as well as in acquiring technologies complementary to, or necessary for, our programs. Our commercial opportunities could be reduced or eliminated if our competitors develop and commercialize synthetic DNA, drug and biologic candidates utilizing synthetic DNA, or other forms of therapeutic DNA that are safer, more effective, have fewer or less severe side effects, are more convenient, or are less expensive than any LineaDNA that we may develop. Our competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are able to enter the market. Additionally, synthetic DNA, drug and biologic candidates utilizing synthetic DNA, and other forms of therapeutic DNA developed by our competitors may render our LineaDNA uneconomical or obsolete, and we may not be successful in marketing any drug and biologic candidates and LineaDNA we may develop against competitors. If any of these risks occur, our Therapeutic DNA Production Services business could be significantly harmed.

We may not be able to successfully address these risks and difficulties, which could significantly harm our business, operating results, and financial condition.

Stockholders may suffer substantial dilution if certain provisions in the Series A Warrants, Series E Warrants, Advisory Warrants, Placement Agent Warrants, or Consultant Warrants are utilized.

On May 29, 2024, we closed on such date a public offering whereupon we issued and sold units consisting of common stock purchase warrants to purchase one share of our common stock (the “Series A Warrants”), which may be exercised through cashless exercise if, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the shares of common stock underlying the Series A Warrants by the holder thereof. If the Series A Warrants are exercised by way of a cashless exercise, such exercising holder will receive shares of our common stock for each Series A Warrant.

Pursuant to the closing of the Private Placement, the Series E Warrants, Advisory Warrants, and Consultant Warrants were issued. Additionally, in connection with the Private Placement, the Company sold to Lucid warrants (the “Placement Agent Warrants”) to purchase shares of our common stock equal to 5.0% of our common stock sold in the Private Placement at an aggregate price of $50. If the Series E Warrants, Advisory Warrants, Placement Agent Warrants, or Consultant Warrants are exercised by way of a cashless exercise, which may occur six months after their issuance if no applicable registration statement is available for the resale of such common stock, such exercising holder will receive shares of our common stock for each Series E Warrant, Advisory Warrant, Placement Agent Warrant, or Consultant Warrant they exercise without any cash payment to us.

The number of shares of our common stock each of the holders of the Series A Warrants, Series E Warrants, Advisory Warrants, Placement Agent Warrants, or Consultant Warrants are entitled to receive upon a cashless exercise is subject to a formula as set forth in the relevant warrant.

If any of the above provisions in the Series A Warrants, Series E Warrants, Advisory Warrants, Placement Agent Warrants or Consultant Warrants are utilized, our stockholders may suffer substantial dilution.

Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.

Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur as a result of our utilization of our shelf registration statement or otherwise could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our common stock or the market perception that we are permitted to sell a significant number of our securities would have on the market price of our common stock.

You may experience additional dilution in the future.

To raise additional capital, the Company may in the future offer additional Company securities, including shares of our common stock, at prices that may not be the same as the price per share in prior offerings or transactions. The Company or other stockholders may sell shares of common stock or other securities in any other offering at a price per share that is less than the price per share paid by investors in prior offerings or transactions, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which the Company or other stockholders sell additional shares of common stock, or the Company sells securities convertible or exchangeable into common stock, in future transactions, may be higher or lower than the price per share paid by investors in prior offerings or transactions. Furthermore, sales of a substantial number of shares of the Company’s common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.

Our management may invest or otherwise use the proceeds of any offering by the Company in ways with which you may not agree or in ways that may not yield a return.

Our management will have broad discretion in the application of the net proceeds from any offering by the Company and could use the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. The failure by our management to apply these funds effectively could result in financial losses that could cause the price of our common stock to decline and delay the development of additional products and services and our pursuit of our new BNB strategy.

We may use the net proceeds from any offering by the Company to purchase additional BNB, the price of which has been, and will likely continue to be, highly volatile.

We may use the net proceeds from any offering by the Company to purchase additional BNB. BNB is a highly volatile asset. In addition, BNB does not pay interest. The ability to generate a return on investment from the net proceeds from any offering by the Company will depend on whether there is appreciation in the value of BNB following our purchases of BNB with the net proceeds from any offering by the Company. Future fluctuations in BNB’s trading prices may result in our converting BNB purchased with the net proceeds from offerings into cash with a value substantially below the net proceeds from such an offering.

If we are unable to raise sufficient additional capital on acceptable terms, we may be unable to expand our BNB reserves, which could adversely affect our liquidity, financial condition and growth prospects.

We completed the Cash Private Placement on October 3, 2025 and the Cryptocurrency Private Placement on October 21, 2025, whereby the net proceeds of which have primarily been used for our BNB Strategy. To the extent holders exercise the warrants sold pursuant to the Securities Purchase Agreements, we may acquire additional BNB at market prices, which could magnify our exposure to BNB price volatility. If we are unable to raise sufficient additional capital through warrant exercises, an at-the-market facility or other equity financings on acceptable terms, we may be unable to expand our BNB reserve, which could adversely affect the price of our common stock, as well as adversely affecting our business, financial condition and results of operations.

Our financial results and the market price of our common stock may be affected by the prices of BNB.

As part of our BNB Strategy, we have invested in BNB and plan to continue to invest in BNB. The price of BNB has historically been subject to dramatic price fluctuations and is highly volatile. Any decrease in the fair value of BNB below our carrying value could require us to incur a loss due to the decrease in fair market value, and such a charge could be material to our financial results for the applicable reporting period, which may create significant volatility in our reported earnings. Any decrease in reported earnings or increased volatility of such earnings could have a material adverse effect on the market price of our common stock. In addition, if investors view the value of our common stock as dependent upon or linked to the value or change in the value of our BNB holdings, the price of BNB may significantly influence the market price of our common stock.

We have identified a material weakness in our internal controls over financial reporting related to the controls around the preparation and review of the inputs utilized in fair value calculations, specifically as it related to warrant modifications. Nonetheless, we have concluded that this material weakness does not require a restatement of or change in our consolidated financial statements for any prior interim period. We also developed a remediation plan for this material weakness.

Irrespective of compliance with Section 404, any failure of our internal control over financial reporting could have a material adverse effect on our reported operating results and harm our reputation. Internal control deficiencies could also result in a restatement of our financial results.

Any impairment of intangible assets or long-lived assets could negatively impact our results of operations.

We assess potential impairments to our long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. For example, in fiscal 2025, we incurred a $2.7 million impairment charge related to In Process Research and Development (“IPR&D”) acquired as part of the Spindle acquisition after considering changes in their actual and forecasted financial performance, reassessing their recoverability using an undiscounted cash flow model, and determining their carrying value may not be recoverable. We may subsequently experience unforeseen issues with the businesses we acquire, which may adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of recoverability of the recorded intangible assets. Future determinations of significant write-offs of intangible assets, or other long-lived assets, because of an impairment test or any accelerated amortization or depreciation of other intangible assets or other long-lived assets could have a material negative impact on our results of operations and financial condition.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and the related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion and analysis includes certain forward-looking statements that involve risks, uncertainties and assumptions. You should review the Risk Factors section of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements. See “Forward-Looking Information” at the beginning of this Annual Report on Form 10-K.

Company Overview

We are a digital asset treasury (“DAT”) company that has adopted BNB, the native cryptocurrency of the Binance blockchain ecosystem as our primary reserve asset. By using proceeds from financings, as well as potential cashflow from our operations, we seek to strategically accumulate BNB and utilize the accumulated BNB as a productive treasury asset to produce yield via Binance native and DeFi opportunities.

In addition, via LineaRx we are commercializing proprietary nucleic acid production solutions for the biopharmaceutical and diagnostics markets. Our nucleic acid production solutions enable cell-free manufacturing of DNA and RNA, which are essential components for a new generation of advanced biotherapeutics, such as gene therapies, adoptive cell therapies, messenger RNA therapeutics and DNA vaccines, as well as diagnostic applications.

On February 13, 2025, we announced our exit from our business operations relating to the manufacture and detection of DNA for industrial supply chains and security services (“DNA Tagging and Security Products and Services”) segment and completion of a workforce reduction of approximately 20% of our total headcount as of such date related primarily to employees within such segment.

On June 27, 2025, we announced a strategic restructuring and realignment of resources to focus exclusively on our synthetic DNA manufacturing business, LineaRx. As part of the actions undertaken, we implemented a workforce reduction of approximately 27% of headcount as of June 27, 2025 and have ceased operations at ADCL, effective June 27, 2025.

Our actions were intended to substantially reduce our operating costs and concentrate resources behind LineaRx to: (i) enhance the capabilities of LineaRx’s LineaDNA™ and LineaIVT™ platforms while scaling commercial adoption; (ii) expand our service offerings; and (iii) pursue strategic partnerships. As of June 27, 2025, the workforce reduction equated to a projected 23% reduction in annual payroll costs, excluding payroll expenses incurred as a result of the previously announced retirement of our former Chairman and Chief Executive Officer. The projected annual payroll savings were partially offset by $277,732 in one-time charges related to the workforce reduction and ceasing of operations at ADCL, primarily for separation benefits. We incurred these workforce reduction-related costs related to this restructuring by September 30, 2025, excluding expenses associated with the retirement of the Company’s former Chairman and Chief Executive Officer.

In addition, on October 6, 2025, the Board authorized, and our officers implemented, a further restructuring plan pursuant to which we reduced overall operating expenses to focus resources on our BNB Strategy. The restructuring plan includes a reduction of our current workforce as of September 30, 2025 by sixteen employees, or approximately 60%. We will incur aggregate pre-tax charges of approximately $1.4 million in connection with the reduction-in-force, primarily consisting of severance payments, employee benefits, and related costs. The reduction-in-force was substantially completed by October 31, 2025 and the associated charges will be recorded in the first quarter of fiscal 2026. We estimate that the restructuring will result in annualized cost savings of approximately $2.8 million. We may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring plan.

We launched our DAT strategy in October 2025 with the closing of a private placement wherein we received $26.8 million in cash and crypto assets with the potential for up to an additional $30.8 million in cash gross proceeds in future investment from warrant exercises, for total potential gross proceeds of up to $57.6 million.

Our current strategy is to primarily focus our resources on our BNB-focused DAT strategy wherein we manage digital assets, primarily in the native cryptocurrency of the Binance Coin blockchain commonly referred to as “BNB”, including staking, restaking, and liquid staking of BNB, and participation in other unique Binance ecosystem and DeFi yield opportunities to contribute the BNB to the Company’s treasury operations (together, the “BNB Strategy”). Currently, the Company is in the process of accumulating BNB tokens and building the operational framework necessary to implement its BNB Strategy.

LineaRx Business Strategy (Therapeutic DNA Production Services)

Through LineaRx, our nucleic-acid production solutions enable the rapid and efficient cell-free manufacturing of high-quality DNA and RNA, which are essential components for a new generation of advanced biotherapeutics such as gene therapies, personalized medicine, adoptive cell therapies and mRNA and DNA-based vaccines, as well as IVD applications (collectively “Therapeutic DNA Production Services”).

We have developed three distinct and complementary technology solutions:

Our LineaRx business strategy is to continue advancing our Therapeutic DNA Production Services to support potential future sales and/or licensing agreements with third-party partners.

During October 2025, we initiated a strategic pivot to transition from our traditional operating model to a digital asset treasury model that has adopted BNB, the native cryptocurrency of the Binance blockchain ecosystem as our primary reserve asset. By using proceeds from financings, as well as potential cashflow from our operations, we seek to strategically accumulate BNB and utilize the accumulated BNB as a productive treasury asset to produce yield via Binance native opportunities.

While our historical financial results reflect our prior operating business, our future performance will be driven primarily by our BNB Strategy.

In addition, via our LineaRx, Inc. subsidiary, we are commercializing proprietary nucleic acid production solutions for the biopharmaceutical and diagnostics markets and expect, in the near term to continue to have product and service revenue from LineaRx.

The Series B-1 Preferred and Series B-2 Preferred carry liquidation preferences and dividend obligations that rank senior to our Common Stock and could adversely affect holders of our Common Stock

We have issued Series B-1 Preferred with a liquidation preference of $1.05 per share and an 8% cumulative annual dividend, and Series B-2 Preferred with a liquidation preference of $0.38 per share and a 6% cumulative annual dividend. In the event of any liquidation, dissolution, or winding up of the Company, holders of Series B-1 and Series B-2 Preferred will be entitled to receive their respective liquidation preferences before any distribution is made to holders of Common Stock. The cumulative dividend obligations on the Series B-1 and Series B-2 Preferred will accrue regardless of whether we have funds legally available to pay them or whether our board of directors declares such dividends. To the extent dividends accrue and are unpaid, they will increase the effective liquidation preference owed to preferred holders. There can be no assurance that we will have sufficient assets to satisfy the liquidation preferences of the Series B-1 and Series B-2 Preferred in a liquidation event, and holders of Common Stock may receive little or nothing in such an event. The existence of these senior securities may also make it more difficult for us to raise additional equity capital on favorable terms in the future.

Our obligations under the Digital Asset Treasury Subsidiaries Guaranty (the "DATS Guaranty") in favor of the Guaranteed Parties could result in significant financial obligations and restrict our operational flexibility.

In connection with the May 2026 Private Placement, certain of our current and if applicable future subsidiaries, as defined in the DATS Guaranty the (“DATS Subsidiaries”), agreed to enter into the DATS Guaranty in favor of, at any time, all persons who are, at such time, registered holders of shares of the Preferred Stock or Prefunded Warrants on the books and records of the Company or its transfer agent, as applicable, and their respective permitted successors, assigns, and transferees who become registered holders of Preferred Stock (the “Guaranteed Parties”). Pursuant to the DATS Guaranty, each DAT Subsidiary has agreed to guarantee (a) all cash-payment obligations of the Company to the Guaranteed Parties under the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”), the Securities Purchase Agreement, the Inducement Agreement and the other transaction documents in respect of the Preferred Stock or otherwise, whether now existing or hereafter arising, including, without limitation: (i) all accrued and unpaid dividends (whether or not declared), including but not limited to compounded dividends, with respect to the Preferred Stock, as and when payable under the Certificate of Designations; (ii) cash due upon a holder’s redemption of Preferred Stock, if any, (iii) the Liquidation Preference, (as defined in the Certificate of Designations), payable with respect to the Preferred Stock upon a liquidation event (as defined in the Certificate of Designations); and (iv) any other monetary amount payable by the Company to any Guaranteed Party pursuant to the Certificate of Designations or the Securities Purchase Agreement or any other transaction document related to the May 2026 Private Placement; and (b) to the extent legally enforceable as a guaranty under applicable law, the economic damages suffered by any Guaranteed Party as a result of the Company’s failure to honor any right of exercise or conversion (or right associated therewith) of such Guaranteed Party under the Certificate of Designations, the Inducement Agreement, the Series F Warrants, or Prefunded Warrants that is not susceptible to cash performance by Guarantor, in each case measured by the fair market value, on the date of the Company’s failure, of the property the Company was required to deliver and failed to deliver.

Pursuant to the DATS Guaranty, each Guaranteed Party agrees to the appointment KGPLA Holdings LLC (the “Lead Investor”), as their representative for the purposes of the following:

No individual Guaranteed Party has independent standing to sue any guarantor under the DATS Guaranty, but shall rely upon the Lead Investor for enforcement in accordance with the DATS Guaranty. Upon an Event of Default, as defined in the DATS Guaranty, the Lead Investor, at the direction of the Majority-in-Interest may declare all guaranteed obligations to be immediately due and payable.

The DATS Guaranty obligates us to ensure that our DAT Subsidiaries operate in accordance with the Digital Asset Treasury Procedures and imposes financial and operational restrictions on how we manage and deploy the digital assets and cash held by those subsidiaries. In the event our DAT Subsidiaries fail to meet their obligations, or we fail to comply with the terms of the DATS Guaranty, we could be required to make payments or take other remedial actions that could materially and adversely affect our financial condition, liquidity, and results of operations. There can be no assurance that we will be able to satisfy our obligations under the DATS Guaranty if they are triggered.

KGPLA Holdings LLC, as Lead Investor, has significant control rights over our Digital Asset Treasury operations that may limit our ability to manage our business and digital assets independently.

Pursuant to the terms of the May 2026 Private Placement, KGPLA Holdings LLC, as Lead Investor, holds significant contractual control rights over our digital asset treasury strategy through its rights under the DATS Guaranty and related transaction documents. These rights include oversight over the Digital Asset Treasury Procedures governing how our DAT Subsidiaries acquire, hold, and deploy digital assets, including BNB. The Lead Investor's control rights may limit our board of directors' and management's ability to independently make decisions regarding our digital asset strategy, the deployment of treasury assets, and related operational matters. This concentration of contractual influence in a single investor could result in decisions that are not in the best interests of all stockholders and could make it more difficult for us to pursue alternative strategic directions or respond quickly to changing market conditions. In addition, any disputes with the Lead Investor regarding the exercise of these rights could result in litigation or other proceedings that could be costly and disruptive to our business.

We are obligated to contribute digital assets and excess cash to our DAT Subsidiaries, which could limit our liquidity and our ability to respond to unanticipated cash needs.

Under the terms of the May 2026 Private Placement, we are obligated to contribute digital assets and excess cash (as defined in the transaction documents) to our DAT Subsidiaries for deployment in accordance with our BNB Strategy. This obligation reduces the amount of liquid assets available to the parent company for general corporate purposes, working capital, and unanticipated expenses. Digital assets, including BNB, are highly volatile and their value may decline significantly after contribution to the DAT Subsidiaries, reducing the effective value of our treasury assets. Furthermore, once contributed to the DAT Subsidiaries, the deployment of such assets will be subject to the Digital Asset Treasury Procedures and the oversight rights of the Lead Investor, limiting our ability to redeploy those assets for other corporate purposes even in the event of a liquidity shortfall at the parent company level. This structural separation of assets between the parent company and the DAT Subsidiaries could impair our ability to meet our obligations as they come due and could adversely affect the holders of our Common Stock.

If we are unable to raise sufficient additional capital on acceptable terms, we may be unable to expand our BNB reserves, which could adversely affect our liquidity, financial condition and growth prospects.

We completed the SPA Private Placement on May 28, 2026 and July 20, 2026 and the Inducement Private Placement on June 30, 2026, whereby we agreed to use the proceeds received from the private placements in excess of the General Proceeds solely for contributions to Build & Build, LLC, a Delaware limited liability company, and BNBX Ltd., a British Virgin Islands business company, each a 100% owned subsidiary of the Company, and such other wholly-owned subsidiary or subsidiaries of the Company as may from time to time hold Digital Assets, as defined in the Securities Purchase Agreement, or may become additional guarantors pursuant to the DATS Guaranty. The Company has agreed to promptly, but no later than forty-five (45) days following the Initial Closing of the Securities Purchase Agreement, contribute or cause to be contributed, any cash (except for the General Proceeds, certain cash and accounts receivable of the Company, and operating cash flows attributable to the Company’s LineaRx business) and Digital Assets owned or held by the Company or any of its subsidiaries that are not DAT Subsidiaries to a DAT Subsidiary that is a guarantor party to the DATS Guaranty, and that such cash and Digital Assets shall be held solely in a DAT Subsidiary. The Company has also agreed that any Digital Assets acquired by the Company or any of its subsidiaries that are not DAT Subsidiaries, will be contributed to a DAT Subsidiary that is a guarantor party to the DATS Guaranty on or immediately following the date of acquisition. To the extent holders exercise the warrants sold pursuant to the May 2026 Private Placement, we may acquire additional BNB at market prices, which could magnify our exposure to BNB price volatility. If we are unable to raise sufficient additional capital through warrant exercises, an at-the-market facility or other equity financings on acceptable terms, we may be unable to expand our BNB reserve, which could adversely affect the price of our Common Stock, as well as adversely affecting our business, financial condition and results of operations.

Our Common Stock has been delisted from The Nasdaq Capital Market and now trades on the OTCQB Venture Market, which may result in reduced liquidity, greater price volatility, and decreased analyst coverage, and may adversely affect your ability to sell your shares at a favorable price.

Our Common Stock was previously listed on The Nasdaq Capital Market under the symbol "BNBX" and is now traded on the OTCQB Venture Market. The OTCQB is generally considered to be a less liquid and less efficient market than national securities exchanges such as Nasdaq or the NYSE. As a result of this transition, you may experience the following:

There can be no assurance that our Common Stock will ever be relisted on a national securities exchange. If we are unable to meet the listing standards of Nasdaq, the NYSE, or another national securities exchange in the future, our Common Stock will continue to trade on the OTCQB or potentially on a lower-tier OTC market, which could further adversely affect the liquidity and market price of our Common Stock and our ability to raise capital through equity offerings.

Recent Developments

Cypress Settlement Agreement

On July 23, 2026, the Company and the Cypress Parties entered into the Cypress Settlement Agreement pursuant to which the Company and the Cypress Parties mutually agreed to terminate, effective as of the Termination Date, the Digital Services Agreement, the SA Agreement, and a Consulting Agreement between us and Mr. Horsman dated October 1, 2025 and the Company is transitioning execution of the Company’s BNB treasury strategy fully in-house.

Pursuant to the Cypress Settlement Agreement the Company agreed to (i) pay the Cypress Parties an aggregate sum of $1,000,000 consisting of an initial payment of $500,000 on the Termination Date with the remaining $500,000 to be made in twelve equal monthly installments commencing on the first business day following the Termination Date, and (ii) issue to the Cypress Parties, an aggregate of 200,000 shares of Series B-1 Preferred in twelve equal monthly installments beginning on the first month anniversary of the Termination Date. Except for certain instances of non-compliance with the Cypress Settlement Agreement by the Cypress Parties, the Company agreed that any default of its payment obligations under the Cypress Settlement Agreement will incur a default fee to the Cypress Parties in the aggregate of $1,250,000 reduced by the aggregate amount of all Cash Installment Payments previously paid by the Company prior to the date of such default.

In connection with the Cypress Settlement Agreement Mr. Kruger notified the Company of his resignation as Chairman and as a director of the Company, effective July 31, 2026, and Mr. Horsman ceased to serve as the Company’s Chief Investment Officer effective as of the Termination Date.

The Cypress Parties also agreed, among other things, that until September 29, 2030, they will not, directly or indirectly: (i) solicit proxies or written consents of stockholders, or participate in any solicitation of any proxy, consent or other authority to vote the Company’s securities; (ii) present proposals for consideration for action by stockholders at any annual or special meeting of the Company; (iii) submit, encourage or otherwise solicit stockholders of the Company or induce or attempt to induce any other person to initiate stockholder proposals; (iv) seek to remove any member of the Board, propose any nominee for election to the Board, or seek representation on the Board; (v) grant any proxy, consent or other authority to vote with respect to any matters at any annual or special meeting of the Company other than to the named proxies included in the Company’s proxy card; (vi) deposit any securities in a voting trust or subject them to a voting agreement; (vii) own, purchase or acquire any additional shares of the Company’s common stock, right to vote or direct the voting of the Company’s common stock, or any securities convertible into the Company’s common stock.

In addition, the Cypress Parties agreed to the (i) recission of 695,322 Series E-1 warrants to purchase shares of the Company’s common stock previously issued to the Cypress Strategic Advisor pursuant to the SA Agreement (the “Rescinded Warrants”), and (ii) modification of 1,291,312 Series E-1 warrants previously issued to the Cypress Strategic Advisor remaining after giving effect to the Rescinded Warrants (the “Modified Warrants”), to replace Section 3(d) of the Modified Warrants with a complete waiver of any rights the holder thereof may have in law, equity or otherwise, related to the effect on the Modified Warrants of fundamental transactions of the Company.

Resignation of Chairman of the Board of Directors and Chief Investment Officer

In connection with the Cypress Settlement Agreement Mr. Kruger notified us of his resignation as Chairman and as a director of the Company, effective July 31, 2026, and Mr. Horsman ceased to serve as our Chief Investment Officer effective as of the Termination Date.

May 2026 Private Placement

We completed the SPA Private Placement on May 28, 2026 and July 20, 2026, and completed the Inducement Private Placement on June 30, 2026. In connection with the SPA Private Placement, we entered into the Securities Purchase Agreement and joinders to the Securities Purchase Agreement with three Selling Stockholders, pursuant to which we sold and issued to the Selling Stockholders, at an offering price of $1.05 per share, 2,380,953 shares of Series B-1 Preferred, each of which is convertible into one share of Common Stock, subject to applicable beneficial ownership limitations, and Series F Warrants to purchase 2,380,953 shares of Common Stock at an exercise price of $0.76 per share. The Series B-1 Preferred carries a liquidation preference of 1.5x the original issue price of $1.05 per share and accrues cumulative dividends at a rate of 8% per annum. Gross proceeds from the SPA Private Placement totaled $2.5 million.

Concurrently with the SPA Private Placement, and within the offering period contemplated by the Securities Purchase Agreement and Inducement Agreements, we entered into Warrant Inducement and Exchange Agreements (the "Inducement Agreements") with five Selling Stockholders that participated in our private placements that closed in October 2025 (the “October 2025 Private Placement”). Pursuant to the Inducement Agreements, the Selling Stockholders agreed to: (i) exercise 461,318 Series E Common Stock Purchase Warrants (the "Series E Warrants") issued in the October 2025 Private Placement for cash at an exercise price of $3.82, resulting in the issuance of 461,318 shares of Common Stock and aggregate cash proceeds to us of approximately $1.76 million; and (ii) exchange 2,548,575 Pre-Funded Warrants issued in the October 2025 Private Placement and 1,461,323 shares of Common Stock for an aggregate of 1,511,366 shares of Series B-1 Preferred, 1,706,278 shares of Series B-2 Preferred and 2,303,620 Series B-2 Pre-Funded Warrants, each exercisable for one share of Series B-2 Preferred at an exercise price of $0.0001 per share. The Series B-2 Preferred carries a liquidation preference of 1.0x the original issue price of $0.38 per share and accrues cumulative dividends at a rate of 6% per annum. Each share of Series B-2 Preferred is convertible into one share of Common Stock, subject to applicable beneficial ownership limitations. No additional cash consideration was paid or received by us in connection with the exchange transactions described in clause (ii) above. Following the consummation of the transactions contemplated by the Inducement Agreements, an aggregate of 7,603,358 Series E Warrants and 1,519,726 Pre-Funded Warrants issued in the October 2025 Private Placement remain issued and outstanding. Gross proceeds from the closing of the Inducement Private Placement totaled $1.76 million.

Upon the closing of May 2026 Private Placement, we received $4.26 million in aggregate gross proceeds, with the potential for up to an additional $1.81 million in gross proceeds should the Series F Warrants be exercised before their expiration.

The Series B-2 Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Series B-2 Pre-Funded Warrants issued in the Inducement Private Placement are exercised in full. The Series F Warrants are immediately exercisable for cash for a period of three years from the date of issuance and may also be exercised on a cashless basis at any time beginning six months after their initial issuance if, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the underlying shares of Common Stock by the holder thereof

Nasdaq Delisting and listing on OTCQB Venture Market

On July 10, 2026, we received a delisting determination from the Hearing Panel of the Nasdaq Stock Market LLC (“Nasdaq”) as a result of our non-compliance with the minimum $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Delisting Determination”).

In accordance with Nasdaq Listing Rule 5820, we requested that the Nasdaq Listing and Hearing Review Council (the “Listing Council”) review the Delisting Determination in light of our recently closed financing and further developments in connection with our ongoing strategic review process (the “Listing Council Review”). If the Listing Council elects to review the matter, it may affirm, modify, reverse, or remand the Hear Panel’s decision. The request for Listing Council Review did not stay the Delisting Determination, and trading of our Common Stock on Nasdaq was suspended at the open of trading on July 14, 2026.

There can be no assurance that the Listing Council will grant our request for the Listing Council Review, or that the Listing Council Review will result in our Common Stock resuming to be traded on the Nasdaq Capital Market. In connection with the Hearing Panel’s decision, Nasdaq will file a Form 25 with the SEC in accordance with Nasdaq Listing Rule 5830 and Rule 12d2-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after applicable appeal periods have lapsed.

As a result of the suspension in trading and delisting, we applied for our Common Stock to trade on the OTCQB Venture Market, an over-the-counter market operated by OTC Markets Group, under our existing symbol “BNBX.” Our Common Stock began trading on the OTCQB Venture at the open of trading on July 14, 2026.

Research and development expenses decreased to $209,830 for the three months ended June 30, 2026 from $768,563 for the three months ended June 30, 2025, a decrease of $558,733 or 73%. This decrease is the result of the Company down-sizing and changing its focus to a DAT company during October 2025. This change resulted in a decrease of approximately $63,000 in laboratory supplies, as well as decreases of $88,000 in depreciation expense, $155,000 for service contracts, rent expense of $72,000 and payroll expense of approximately $96,000.

Warrant inducement expense for the three months ended June 30, 2026 of $1,439,652 relates to the excess fair value of the Convertible Preferred Stock granted in the Inducement Agreement compared to the fair value of the equity instruments transferred by the Selling Stockholders (see Note G of the accompanying condensed consolidated financial statements).

Warrant inducement expense for the nine months ended June 30, 2026 of $1,439,652 relates to the excess fair value of the Convertible Preferred Stock granted in the Inducement Agreement compared to the fair value of the equity instruments transferred by the Selling Stockholders (see Note G of the accompanying condensed consolidated financial statements).

The Company’s current capital resources include cash and cash equivalents, cryptocurrency assets and investments. Historically, the Company has financed its operations principally from the sale of equity and equity-linked securities.

As discussed in Note G, during October 2025, the Company closed the October 2025 Private Placement of its common stock and/or pre-funded warrants, Series E-1 Warrants, and Series E-2 Warrants. Upon the closing of the October 2025 Private Placement, the Company received $24.9 million in net proceeds after deducting placement agent fees and offering costs (consisting of $7.6 million in cash, net of offering costs, $5.9 million in USDC and $11.4 million in OBNB Trust Units).

During May and June 2026, the Company closed the May 2026 Private Placement of its Series B-1 and Series B-2 Preferred Stock, Series B-2 Prefunded warrants, and Series F Warrants. Upon closing the May 2026 Private Placement, the Company received $4.26 million in net proceeds after deducting offering costs. Subsequent to the quarter ended June 30, 2026, the Company closed on an additional $200 thousand net proceeds under the May 2026 Private Placement.

During the nine months ended June 30, 2026, the Company received proceeds from warrants exercised of approximately $732 thousand and $885 thousand from sales of common stock on the ATM (as discussed in Note G).

The Company estimates that it will have sufficient cash and cash equivalents, as well as liquid cryptocurrency to fund operations for the next twelve months from the date of filing these financial statements. Our DAT is considered a longer-term investment and we do not believe we will need to sell our DAT within the next twelve months to meet our working capital requirements, although we may from time to time sell or engage in other transactions with respect to our digital asset treasury as part of our treasury management operations.