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BNBX on OTC

BNB Plus Corp

Logo: bnb.plus4

American publicly traded digital asset management company listed on NASDAQ (BNBX) based in Catherine's Gate1

In its 2025 annual report the company says: “We are a digital asset treasury company that has adopted BNB, the native cryptocurrency of the Binance blockchain ecosystem as our primary reserve asset. In addition, via our LineaRx, Inc. subsidiary, we are commercializing proprietary nucleic acid production solutions for the biopharmaceutical and diagnostics markets.”8 It was founded in 1983.1 It employed 26 people in 2025.1

$0.10 down 0.01 (6.00%)Price as of Oct 15, 2026 at 17:33 UTC

Last updated Oct 21, 2026.

Overview

$2.1MRevenue, fiscal 20255
-$15.2MNet income, fiscal 20255
1983Founded1

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  • TickerBNBX on OTC1
  • Industrycryptocurrency, financial services1
  • HeadquartersCatherine's Gate1
  • Websitewww.bnb.plus
  • Legal formcorporation1
  • Incorporated inDE6
  • Business address25 Health Sciences Drive, Stony Brook, Ny6
  • Filer categoryNon-accelerated filer, Smaller reporting company6

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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 other decentralized (DeFi) finance opportunities.8 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

39.3%Gross margin5
-750.9%Operating margin5
-709.5%Net margin5
1.1%Revenue growth, 20255
-657.8%Return on equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Supply Chain brought in 54% of the revenue BNB Plus Corp broke down this way in fiscal 2025.

  1. Supply Chain$1.1M554%down 5% from 2024
  2. Large Scale DNA Production$612.4K529%up 5% from 2024
  3. Research and Development Services (Over-Time)$375.8K518%up 21% from 2024
Products and services by year
Products and services20242025
Supply Chain$1.2M$1.1M
Large Scale DNA Production$584.1K$612.4K
Research and Development Services (Over-Time)$311.2K$375.8K

Business segments

DNA Tagging and Security Products brought in 54% of the revenue BNB Plus Corp broke down this way in fiscal 2025.

  1. DNA Tagging and Security Products$1.1M554%down 6% from 2024
  2. Therapeutic DNA Production$988.1K546%up 10% from 2024
Business segments by year
Business segments20242025
DNA Tagging and Security Products$1.2M$1.1M
Therapeutic DNA Production$895.4K$988.1K

Regions

Asia and other brought in 48% of the revenue BNB Plus Corp broke down this way in fiscal 2025.

  1. Asia and other$1.0M548%up 3% from 2024
  2. Americas$1.0M547%up 6% from 2024
  3. Europe$105.6K55%down 39% from 2024
Regions by year
Regions20242025
Asia and other$989.2K$1.0M
Americas$951.9K$1.0M
Europe$172.4K$105.6K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue7¢$1.3M
  • Research and development32¢$6.0M
  • Selling, general and admin58¢$10.9M
  • Income tax4¢$684.1K

Out of $2.1M in revenue.5 The company lost money this year.

Financial statements

Revenue9101112135$2.1M in 2025−45% since 2018
0$5.0M$10.0M$15.0M$20.0M2018: $3.9M$3.9M20182019: $5.4M$5.4M2019+38%2020: $1.9M$1.9M2020−64%2021: $9.0M$9.0M2021+367%2022: $18.2M$18.2M2022+101%2023: $13.4M$13.4M2023−26%2024: $2.1M$2.1M2024−84%2025: $2.1M$2.1M2025+1%
Gross profit1112135$838.9K in 2025−81% since 2021
0$2.0M$4.0M$6.0M2021: $4.5M$4.5M20212022: $5.1M$5.1M2022+13%2023: $5.5M$5.5M2023+9%2024: $974.8K$974.8K2024−82%2025: $838.9K$838.9K2025−14%
Operating income914101112135-$16.0M in 2025+38% since 2018
-$20.0M-$15.0M-$10.0M-$5.0M02018: -$11.6M-$11.6M20182019: -$9.1M-$9.1M2019−22%2020: -$12.5M-$12.5M2020+37%2021: -$13.3M-$13.3M2021+6%2022: -$14.0M-$14.0M2022+5%2023: -$11.0M-$11.0M2023−22%2024: -$13.7M-$13.7M2024+25%2025: -$16.0M-$16.0M2025+17%
Net income914101112135-$15.2M in 2025+30% since 2018
-$20.0M-$15.0M-$10.0M-$5.0M02018: -$11.7M-$11.7M20182019: -$8.6M-$8.6M2019−26%2020: -$13.0M-$13.0M2020+51%2021: -$14.3M-$14.3M2021+10%2022: -$8.3M-$8.3M2022−42%2023: -$9.9M-$9.9M2023+20%2024: -$7.0M-$7.0M2024−30%2025: -$15.2M-$15.2M2025+117%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-09-302024-09-30
Total revenues$2.1M$2.1M
Cost of product revenues$1.3M$1.1M
Gross profit$838.9K$974.8K
Selling, general and administrative$10.9M$11.0M
Research and development$6.0M$3.6M
Total operating expenses$16.9M$14.6M
LOSS FROM OPERATIONS-$16.0M-$13.7M
Interest income$192.9K$120.5K
Transaction costs allocated to warrant liabilities-$633.2K
Unrealized gain on change in fair value of warrants classified as a liability$319.6K$9.4M
Unrealized loss on change in fair value of warrants classified as a liability-warrant modification-$394.0K
Loss on issuance of warrants-$1.6M
Other expense, net-$106.6K-$8.9K
Loss before provision for income taxes-$15.6M-$6.8M
Income tax provision benefit$684.1K
Net loss from continuing operations-$15.0M-$6.8M
Net loss from discontinued operations, net of tax-$392.7K-$300.5K
NET LOSS-$15.3M-$7.1M
Less: Net loss attributable to noncontrolling interest$188.5K$95.8K
NET LOSS attributable to BNB Plus Corp.-$15.2M-$7.0M
Deemed dividend related to warrant modifications-$54.3M-$233.1K
NET LOSS attributable to common stockholders-$69.5M-$7.2M
Net loss per share attributable to common stockholders-continuing operations - basic (in dollars per share)-$133-$1.3K
Net loss per share attributable to common stockholders-continuing operations - diluted (in dollars per share)-$133-$1.3K
Net loss per share attributable to common stockholders-discontinued operations - basic (in dollars per share)-$1-$57
Net loss per share attributable to common stockholders-discontinued operations - diluted (in dollars per share)-$1-$57
Net loss income per share attributable to common stockholders - basic (in dollars per share)-$134.23-$1,366.42
Net loss income per share attributable to common stockholders - diluted (in dollars per share)-$134.23-$1,366.42
Weighted average shares outstanding- basic (in shares)517.7K shares5.3K shares
Weighted average shares outstanding- diluted (in shares)517.7K shares5.3K shares

Compare BNB Plus Corp with another company

Corporate structure

BNB Plus Corp sits at the top of its group. 9 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of BNB Plus Corp

  • BNB Plus Corp Catherine's Gate
    • APDN (B.V.I.) Inc. Subsidiary · British Virgin Islands
    • Applied DNA Clinical Labs LLC Subsidiary · Delaware, United States
    • Applied DNA Sciences Europe Limited Subsidiary · United Kingdom
    • Applied DNA Sciences India Private Limited Subsidiary · India
    • BNBX Ltd. Subsidiary · British Virgin Islands
    • Build & Build LLC Subsidiary · Delaware, United States
    • LineaRX, Inc. Subsidiary · Delaware, United States
    • Spindle Biotech, Inc. Subsidiary · Canada

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What BNB Plus Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$3.5M5 Sep 30, 2025$3.4M5 Sep 30, 2024+4.4%
Accumulated depreciation$3.3M5 Sep 30, 2025$2.9M5 Sep 30, 2024+12.5%
Property and equipment, net$242.7K5 Sep 30, 2025$458.9K5 Sep 30, 2024−47.1%
Operating-lease assets (leased space)$193.2K5 Sep 30, 2025$739.2K5 Sep 30, 2024−73.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$1.7M5 Sep 30, 2025$10.1M13 Nov 30, 2024−83.5%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$2.7M5 Sep 30, 2024$2.7M13 Sep 30, 20230%

Inventory

ItemLatestA year beforeChange
Inventory, total$84.1K5 Sep 30, 2025$432.7K5 Sep 30, 2024−80.6%
Raw materials$65.5K5 Sep 30, 2025$75.1K5 Sep 30, 2024−12.8%
Work in process$221.2K5 Sep 30, 2024$19.9K13 Sep 30, 2023+1014.1%
Finished goods$18.6K5 Sep 30, 2025$136.3K5 Sep 30, 2024−86.4%

Properties, in its own words

Our corporate headquarters is located at the Long Island High Technology Incubator (“LIHTI”), which is located on the campus of Stony Brook University at 50 Health Sciences Drive, Stony Brook, NY 11790. The lease is for a 30,000 square foot building. We entered into an amended lease agreement on February 1, 2023. The initial term is for three years and expires on February 1, 2026. The lease for the corporate headquarters requires monthly payments of $48,861, which is adjusted annually based on the US Consumer Price Index (“CPI”) and was adjusted to monthly payments of $52,440 commencing February 1, 2025. In lieu of a security deposit, the Company provided a standby letter of credit of $750,000. In addition, the Company also had 2,500 square feet of laboratory space, which it entered into an amended lease agreement on February 1, 2023. The initial lease term for the laboratory space is one year from the commencement date and has been extended through January 31, 2025. Effective February 1, 2025, the Company extended this lease for 2,000 square feet of laboratory space until January 31, 2026. On February 28, 2025, the Company vacated one of its laboratory suites and currently leases 1,000 square feet under this lease amendment. The base rent for the new lease term was monthly payments of $4,346 and the lease was terminable by the Company upon one month’s written notice to the landlord. The Company terminated the lease for the remaining 1,000 square feet, effective July 31, 2025. On September 19, 2025, the Company entered into a lease agreement for approximately 175 square feet of office space in Windermere Florida. This lease expires on September 30, 2026 and has monthly payments of $1,489. The laboratory lease, as well as the office space lease in Florida were both considered short-term lease obligations.

Item 2 of the 10-K filed Dec 22, 2025.8

Leadership

Who has led BNB Plus Corp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. James A. Hayward2006–2021
  2. Clay Shorrock2025–now

Chair

  1. James A. Hayward2014–2021

President

  1. James A. Hayward2014–2021

Chief financial officer

  1. Karol Gray2014
  2. Beth Jantzen2015–now

Chief operating officer

  1. Judith Murrah2021–2023
1990200020102020
Board members and other officers (17)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorElizabeth M. Schmalz Shaheen named Feb 12, 2024 to Oct 15, 202538

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • APDN (B.V.I.) Inc. British Virgin Islands7
  • Applied DNA Clinical Labs LLC Delaware7
  • Applied DNA Sciences Europe Limited United Kingdom7
  • Applied DNA Sciences India Private Limited India7
  • BNBX Ltd. British Virgin Islands7
  • Build & Build LLC Delaware7
  • LineaRX, Inc. Delaware7
  • Spindle Biotech, Inc. Canada7

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Employees over time

  • 2025261

Former names

  • APPLIED DNA SCIENCES INCDec 13, 2002 to Nov 10, 20256
  • PROHEALTH MEDICAL TECHNOLOGIES INCMay 30, 2001 to Dec 18, 20026
  • DCC ACQUISITION CORPJun 11, 1999 to May 4, 20016
  • DATALINK CAPITAL CORP/TX/May 26, 1998 to Feb 8, 19996
  • Applied DNA Sciences, Inc.until Nov 20251

Timeline

  1. Oct 2, 20268-K Regulation FD disclosure39
  2. Oct 2, 20268-K Entered a material agreement40
  3. Oct 1, 20268-K Entered a material agreement41
  4. Sep 3, 20268-K Executive or director change42
  5. Jul 29, 20268-K Entered a material agreement; Ended a material agreement; Unregistered sale of shares43
  6. Jul 13, 20268-K Listing notice or transfer; Regulation FD disclosure44
  7. Jul 2, 20268-K Entered a material agreement45
  8. Jun 25, 20268-K Unregistered sale of shares46
  9. Jun 3, 20268-K Unregistered sale of shares47
  10. May 27, 20268-K Entered a material agreement; Unregistered sale of shares; Change to shareholders' rights48
  11. Apr 29, 20268-K Shareholder vote49
  12. Mar 24, 20268-K Listing notice or transfer50
  13. Oct 20, 2025New chief executive Clay Shorrock becomes CEO17
  14. Mar 29, 2006New chief executive James A. Hayward becomes CEO18
  15. 1983Founded Founded1

Calendar

When it reported results

  1. Aug 14, 2025Reported quarterly or annual results51
  2. May 15, 2025Reported quarterly or annual results52
  3. Feb 13, 2025Reported quarterly or annual results53
  4. Dec 17, 2024Reported quarterly or annual results54
  5. Aug 8, 2024Reported quarterly or annual results55
  6. May 10, 2024Reported quarterly or annual results56
  7. Feb 8, 2024Reported quarterly or annual results57
  8. Dec 7, 2023Reported quarterly or annual results58

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

277 filings to the SEC since October 2021: 9 annual reports, 15 quarterly reports, 87 major events, 45 insider forms, 34 large holders, 4 private raises, 83 other. The latest 20:

  1. Oct 2, 20268-K/A EDGAR
  2. Oct 2, 20268-K EDGAR
  3. Oct 1, 2026RW EDGAR
  4. Oct 1, 20268-K EDGAR
  5. Sep 16, 20264 OWNERSHIP DOCUMENT EDGAR
  6. Sep 16, 20264 OWNERSHIP DOCUMENT EDGAR
  7. Sep 16, 20264 OWNERSHIP DOCUMENT EDGAR
  8. Sep 14, 20263 OWNERSHIP DOCUMENT EDGAR
  9. Sep 14, 20263 OWNERSHIP DOCUMENT EDGAR
  10. Sep 14, 20263 OWNERSHIP DOCUMENT EDGAR
  11. Sep 4, 2026SCHEDULE 13D/A EDGAR
  12. Sep 3, 20268-K EDGAR
  13. Aug 27, 2026SCHEDULE 13D/A EDGAR
  14. Aug 14, 2026SCHEDULE 13G/A EDGAR
  15. Aug 13, 202610-Q EDGAR
  16. Aug 5, 2026S-1 EDGAR
  17. Jul 29, 20268-K EDGAR
  18. Jul 13, 20268-K EDGAR
  19. Jul 2, 20268-K EDGAR
  20. Jun 25, 20268-K/A EDGAR

The 277 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$60.5M 2025–2026
Money received by yearMoney received by year, 2025–2026: $60.5M in all. Private raises (Form D) $60.5M.$0$20M$40M$60M2025 · Private raises (Form D): $58.0M20252026 · Private raises (Form D): $2.5M2026
Figures by year
YearPrivate raises (Form D)Total
2026$2.5M$2.5M
2025$58.0M$58.0M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. May 28, 2026Raised $2.5 million in a private offering of equity74 Form D: $5 million offered in all Form D
  2. Sep 29, 2025Raised $58 million in a private offering of equity38 Form D: 33 investors so far Form D
  3. Oct 30, 2024Filed a private offering of equity75 Form D: $13.3 million offered in all Form D
  4. Feb 2, 2024Filed a private offering of equity76 Form D: $6.9 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Intrinsic Edge Capital Management LLC309,397$108.4K0.0%+19,349
Citadel Advisors LLC52,243$18.3K0.0%−9,597
Geode Capital Management, LLC34,277$12.0K0.0%−42,283
Susquehanna International Group, Llp28,379$9.9K0.0%New
Vanguard Fiduciary Trust Co16,690$5.8K0.0%No change
Two Sigma Securities, LLC15,990$5.6K0.0%−12,728
UBS Group AG12,208$4.3K0.0%+3,593
Tower Research Capital LLC (TRC)3,238$1.1K0.0%−1
Citigroup Inc460$1610.0%New
Vanguard Capital Management LLC386$1350.0%No change
SBI Securities Co., Ltd.145$510.0%No change
Virtu Financial LLC13,516$50.0%+2,991
Morgan Stanley3$10.0%No change
Dakota Community Bank & Trust NA1$10.0%No change
BlackRock, Inc.4$10.0%No change
Wells Fargo & Company/mn1$00.0%−1
Danske Bank A/s1$00.0%No change
Royal Bank Of Canada1$00.0%No change
Community Financial Services Group, LLC1$00.0%No change
Westside Investment Management, Inc.1$00.0%No change
Osaic Holdings, Inc.4$00.0%No change
Integrated Wealth Concepts LLC2$00.0%New
Caitong International Asset Management Co., Ltd1$00.0%No change
Farther Finance Advisors, LLC1$00.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How BNB Plus Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBNB PLUS CORP.2
  • CIK0000744452
  • Employer ID (EIN)59-22627188
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company8
  • Incorporated inDelaware8
  • Fiscal year endsSeptember 302
  • Industry code (SIC)6199 Finance Services2
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance2
  • Business address25 Health Sciences Drive, Stony Brook, NY2
  • Phone631-240-88002
  • Shares outstanding6,197,223 as of Aug 12, 202616
  • Public float$10.5M as of Mar 31, 20258
  • AuditorCBIZ CPAs P.C., Melville, NY PCAOB ID 199; no auditor attestation of internal control over financial reporting8
  • On EDGAR sinceMar 6, 19982
  • Filings1,168 in all: 8-K (277), 4 (272), 10-Q (55), CORRESP (41), 10QSB (36), 424B3 (34), UPLOAD (33), 3 (32)2
    All 57 form types

    SC 13G/A (22), EFFECT (21), D (20), 10QSB/A (19), SC 13G (19), 10-K (18), 8-K/A (18), DEF 14A (18), S-1/A (18), NT 10-Q (13), SC 13D (13), 10-K/A (12), 10KSB (12), 4/A (12), 424B5 (12), PRE 14A (11), DEFA14A (10), S-1 (10), S-3 (10), S-8 (9), CT ORDER (8), SB-2/A (8), SC 13D/A (8), RW (7), SCHEDULE 13G/A (7), 5 (6), 424B4 (5), NT 10-K (4), 10KSB/A (3), REGDEX (3), REGDEX/A (3), S-3/A (3), SCHEDULE 13D/A (3), SCHEDULE 13G (3), 3/A (2), POS AM (2), S-1MEF (2), SCHEDULE 13D (2), SEC STAFF LETTER (2), 10-Q/A (1), 25-NSE (1), 8-A12B (1), CERTNAS (1), NTN 10Q (1), PRE 14C (1), PRER14C (1), S-3MEF (1), S-8 POS (1), SB-2 (1)

  • Latest filingsAnnual report (10-K) Dec 22, 2025
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Mar 24, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.001 par valueBNBXThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Dec 22, 2025 (Section 12(b) of the Exchange Act).8

Risk factors and legal proceedings

The risks BNB Plus Corp names in Item 1A of its 10-K filed Dec 22, 2025: 74 risks under these headings, as written.8

  • 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 successfully implement our Therapeutic DNA Production Services business strategies, including but not limited to the sale or licensing of our technologies.
  • 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 markets for the synthetic DNA produced via our Therapeutic DNA Production Services are very competitive, and we may be unable to continue to compete effectively in these industries in the future.
  • We have produced only limited revenues. This makes it difficult to evaluate our future prospects and increases the risk that we will not be successful.
  • 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.
  • 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.
  • You may experience additional dilution in the future.
The other 66 risks
  • 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.
  • 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.
  • 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.
  • Our financial results and the market price of our common stock may be affected by the prices of BNB.
  • If we are unable to maintain and implement effective internal controls over financial reporting and disclosure, investors may lose confidence in the accuracy and completeness of our reported financial information and the market price of our common stock may be negatively affected.
  • Any impairment of intangible assets or long-lived assets could negatively impact our results of operations.
  • Historically, we generated a large portion of our sales of products and services from a small number of customers. If we were to lose one or more of our largest customers, the operating results in our LineaRx business could suffer dramatically.
  • If we are unable to maintain compliance with Nasdaq continued listing standards, we could be delisted from Nasdaq, which would negatively impact our business, our ability to raise capital and the market price and liquidity of our common stock.
  • The further development and acceptance of the BNB chain (the “BNB Chain”) and other cryptocurrency networks, which represent a relatively new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of the BNB Chain and other cryptocurrency networks may adversely affect an investment in the Company.
  • The digital asset trading platforms on which cryptocurrency trades are relatively new and largely unregulated or may not be complying with existing regulations.
  • The availability of spot exchange-traded products (“ETPs”) and futures exchange-traded funds (“ETFs”) for BNB and other digital assets may adversely affect the market price of our common stock.
  • A disruption of the Internet may affect the operation of the cryptocurrency networks, which may adversely affect the cryptocurrency industry and the price of our common stock.
  • The trading prices of many digital assets, including BNB, have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including declines in the trading prices of BNB, could have a material adverse effect on our business, financial condition and results of operations, the price of our common stock and our common stock could lose all or substantially all of its value.
  • We may be subject to regulatory developments related to cryptocurrencies and cryptocurrency markets, which could adversely affect our business, financial condition and results of operations and the price of our common stock.
  • We may face significant risks relating to disruptions, forks, 51% attacks, hacks, network disruptions or other adverse events or other compromises to the cryptocurrency blockchains, which could materially and adversely impact our business, financial condition and results of operations and the price of our common stock.
  • Political or economic crises may motivate large-scale sales of digital assets, which would result in a reduction in values and materially and adversely affect us.
  • The value of cryptocurrencies and other digital assets may be subject to momentum pricing risk.
  • The emergence of DeFi subjects us to evolving risks and uncertainties relating to our investments and our services.
  • Loss or theft of private keys or breaches of our digital wallets could result in the permanent loss of our BNB and materially adversely affect our business.
  • Competition from central bank digital currencies and emerging payments initiatives involving financial institutions could adversely affect the value of BNB and other digital assets.
  • The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of BNB and adversely affect our business.
  • The reliance on open-source code by digital asset networks exposes us to risks related to competitive networks and products built on such code, the failure of individuals to maintain that code and discovery of security vulnerabilities that could threaten the ability of such networks to operate.
  • The lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destruction.
  • The U.S. federal income tax treatment of transactions in digital assets is unclear.
  • The state, local and non-U.S. tax treatment of digital assets is unclear.
  • Risk Related to investing in BNB
  • BNB is subject to extreme price volatility, and any sustained decline in the market price of BNB could lead to substantial losses on our digital asset holdings and could adversely affect the market price of our common stock.
  • BNB and BNB Chain have links to, and may be controlled by, Binance and its principals.
  • The value of our Common Stock depends on the development and acceptance of the BNB Chain. The slowing or stopping of the development or acceptance of the BNB Chain may adversely affect an investment in our common stock.
  • Digital assets represent a new and rapidly evolving industry, and the price of our common stock would depend on the acceptance of BNB.
  • If validators exit the BNB Chain, it could increase the likelihood of a malicious actor obtaining control.
  • Due to the nature of private keys, BNB transactions are irrevocable and stolen or incorrectly transferred BNB may be irretrievable. As a result, any incorrectly executed BNB transactions could adversely affect our business, financial condition and results of operations and the price of our common stock.
  • The BNB Chain’s decentralized governance structure may negatively affect its ability to grow and respond to challenges.
  • We face risks relating to the potential compromise of the BNB Chain and other cryptocurrencies’ network security by emerging technologies, including artificial intelligence and quantum computing, which may materially and adversely impact our operations and financial condition.
  • Any name change and any associated rebranding initiative by the core developers of BNB may not be favorably received by the digital asset community, which could negatively impact the value of BNB, our business, financial condition and results of operations and the price of our common stock.
  • Banks, financial institutions and BNB exchanges that our digital asset treasury strategy relies on, may be located outside the United States, may not be subject to U.S. regulation, and may be less reliable than U.S.-equivalents.
  • Our BNB strategy may subject us to enhanced regulatory oversight.
  • Regulatory changes or actions in foreign jurisdictions may affect the price of our Common Stock or restrict the use of BNB, mining activity or the operation of their networks or the global BNB markets in a manner that adversely affects our business, financial condition and results of operations and the price of our Common Stock.
  • We intend to use the proceeds from our recent offerings, any future offerings and the exercise of any outstanding warrants to primarily purchase or otherwise acquire BNB, the price of which has been, and will likely continue to be, highly volatile, and for the establishment of our digital asset treasury operations. Our operating results and share price may significantly fluctuate, including due to the highly volatile nature of the price of such digital assets and erratic market movements.
  • The Company has minimal operating history in investing in cryptocurrencies, blockchain validation services, blockchain lending services or other decentralized finance services.
  • The success of the Company’s cryptocurrency treasury strategy will be dependent on the Services Provider.
  • The Company will be dependent on Providers and their employees.
  • The Company’s dependence on international Providers may involve their holding of Account assets and cash in foreign jurisdictions and may involve risks of loss or other special considerations.
  • The Company may experience counterparty risk in connection with its shift in business strategy.
  • We have shifted our business strategy towards a focus on BNB, and we may be unable to successfully implement this new strategy.
  • Proof-of-stake blockchains are a relatively recent innovation, and have not been subject to as widespread use or adoption over as long of a period of time as traditional proof-of-work blockchains.
  • Our shift towards a BNB-focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational risks.
  • Transactions using BNB require the payment of “gas fees,” which are subject to fluctuations that may result in high transaction fees.
  • There is a possibility that BNB and/or our OBNB Trust Units may be classified as a “security.” If BNB and/or our OBNB Trust Units are classified as a “security,” that would subject us to additional regulation and could materially impact the operations of our treasury strategy and our business.
  • If we were deemed to be an investment company under the Investment Company Act, applicable restrictions likely would make it impractical for us to continue segments of our business as currently contemplated.
  • Stockholders of the Company do not have the protections associated with ownership of shares in an investment company registered under the Investment Company Act or associated with the ownership of shares in a commodity pool afforded the protections under the CEA.
  • Adverse changes in the regulatory treatment of digital assets such as BNB could materially impair the value and liquidity of our holdings and negatively impact our business, financial condition, and results of operations.
  • We will rely on third-party custodians, trading platforms, and other counterparties to acquire, secure, stake, and dispose of BNB; any failure or malfeasance by these counterparties could result in total or partial loss of our digital assets.
  • Due to the unregulated nature and lack of transparency surrounding the operations of many BNB trading venues, BNB trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in BNB trading venues and adversely affect the value of our BNB holdings.
  • Our concentration in a single digital asset exposes us to unique liquidity risks that may prevent us from converting BNB into fiat currency or other assets when desired, particularly during periods of market stress.
  • Concentration of our BNB holdings across a limited number of protocols or validators may expose us to heightened counterparty and systemic risks.
  • Our dependence on Binance and its affiliates for the health and credibility of the BNB ecosystem would subject us to material counterparty, reputational, and regulatory risks outside of our control.
  • If we are unable to raise additional capital on acceptable terms, our ability to implement and sustain a digital asset treasury strategy may be compromised.
  • Our BNB holdings are expected to be less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
  • There may be potential inconsistencies between the stated intentions and future actions of Binance and its related entities.
  • Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our proposed holdings of digital assets. Accordingly, it may be difficult to evaluate the Company’s business and future prospects, and the Company may not be able to achieve or maintain profitability in any given period.
  • Digital asset lending arrangements may expose us to risks of borrower default, operational failures and cybersecurity threats.
  • We are subject to significant competition in the growing digital asset industry and the Company’s business, operating results and financial condition may be adversely affected if the Company is unable to compete effectively.
  • Our proposed digital asset treasury strategy may involve the borrowing of or investing in stablecoins and the recently enacted GENIUS Act creates a new federal regulatory framework for stablecoins in the U.S. and its implementation could materially impact such borrowing or investing.
  • Instability in other stablecoins could reduce trust in the stablecoins we borrow or invest, leading to operational and reputational challenges.
  • Trust Units we receive in payment for our securities may have limited liquidity.
  • The tax treatment of the Trust Units is uncertain.
  • Risks Related to the Services Provider and its Affiliates

Legal proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

The opening of Item 3, Legal Proceedings.8

Sources

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