Bnb Plus Corp 10-Q for FY2026 Q1
Bnb Plus Corp. (BNBX)
About this 10-Q
Bnb Plus Corp filed this 10-Q on February 12, 2026, covering the quarter ended December 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $565.39K
- down 35.0% from $870.29K a year earlier
- Net loss
- $18.59M
- compared with a net loss of $2.64M a year earlier
- Diluted EPS
- -$2.08
- compared with -$417.53 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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incorporation or organization) | Identification No.) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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On February 9, 2026, the registrant had
BNB Plus Corp. and Subsidiaries
Form 10-Q for the Quarter Ended December 31, 2025
Table of Contents
Part I - Financial Information
Item 1 - Financial Statements
BNB PLUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| | December 31, | | September 30, | | ||
| | 2025 | | 2025 | | ||
ASSETS | | (unaudited) | | | | | |
Current assets: | | | |
| | | |
Cash and cash equivalents | | $ | | | $ | | |
Accounts receivable, net of allowance for credit losses of $ | | | | |
| | |
Inventories | | | | |
| | |
Prepaid expenses and other current assets | | | | |
| | |
Restricted cash, current | | | | | | — | |
Current assets of discontinued operations | | | | | | | |
Total current assets | | | | |
| | |
| | | | |
| | |
Property and equipment, net | | | | |
| | |
Other assets: | | | | |
| | |
Restricted cash | | | — | | | | |
Security deposit | | | | | | | |
Digital assets | | | | | | — | |
Investment in digital asset trust | | | | | | — | |
Operating right of use asset | | | | | | | |
Deferred offering costs | | | | |
| | |
Total assets | | $ | | | $ | | |
| | | | |
| | |
LIABILITIES AND EQUITY | | | | |
| | |
Current liabilities: | | | | |
| | |
Accounts payable and accrued liabilities | | $ | | | $ | | |
Operating lease liability, current | | | | | | | |
Deferred revenue | | | | |
| | |
Total current liabilities | | | | |
| | |
| | | | |
| | |
Long term accrued liabilities | | | | |
| | |
Warrants classified as a liability | | | — | | | | |
Total liabilities | | | | |
| | |
| | | | |
| | |
BNB Plus Corps. stockholders’ equity: | | | | |
| | |
Preferred stock, par value $ | | | |
| | ||
Series A Preferred stock, par value $ | | | |
| | ||
Series B Preferred stock, par value $ | | | |
| | ||
| | | | |
| | |
Common stock, par value $ | | | | |
| | |
Additional paid in capital | | | | |
| | |
Accumulated deficit | | | ( | |
| ( | |
BNB Plus Corp. stockholders’ equity | | | | |
| | |
Noncontrolling interest | | | ( | | | ( | |
Total equity | | | | |
| | |
| | | | |
| | |
Total liabilities and equity | | $ | | | $ | | |
See the accompanying notes to the unaudited condensed consolidated financial statements
1
BNB PLUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | Three Months Ended December 31, | ||||
| | 2025 | | 2024 | ||
Revenues | | | | | | |
Product revenues | | $ | | | $ | |
Service revenues | | | | | | |
Total revenues | | | | | | |
| | | | |
| |
Cost of product revenues | | | | | | |
| | | | |
| |
Gross profit | | | | | | |
Operating expenses: | | | | |
| |
Selling, general and administrative | | | | | | |
Loss from fair value measurement of digital assets | | | | | | — |
Loss from fair value measurement of investment in digital asset trust | | | | | | — |
Research and development | | | | | | |
Total operating expenses | | | | |
| |
| | | | |
| |
LOSS FROM OPERATIONS | | | ( | | | ( |
| | | | |
| |
Interest income | | | | | | |
Unrealized gain on change in fair value of warrants classified as a liability | | | | | | |
Other income (expense), net | | | | | | ( |
| | | | |
| |
Loss before provision for income taxes | | | ( | | | ( |
| | | | | | |
Income tax provision benefit | | | — | | | — |
| | | | | | |
Net loss from continuing operations | | $ | ( | | $ | ( |
Net income from discontinued operations, net of tax | | | — | | | |
| | | | | | |
NET LOSS | | $ | ( | | $ | ( |
| | | | | | |
Less: Net loss attributable to noncontrolling interest | | | | | | |
NET LOSS attributable to BNB Plus Corp. | | $ | ( | | $ | ( |
Deemed dividend related to warrant modifications | | | ( | | | ( |
NET LOSS attributable to common stockholders | | | ( | | $ | ( |
| | | | | | |
Net loss per share attributable to common stockholders-basic and diluted from continuing operations | | $ | ( | | $ | ( |
Net income per share attributable to common stockholders-basic and diluted from discontinued operations | | $ | — | | | |
| | | | | | |
Net loss per share attributable to common stockholders-basic and diluted | | $ | ( | | $ | ( |
| | | | |
| |
Weighted average shares outstanding-basic and diluted | |
| | |
| |
See the accompanying notes to the unaudited condensed consolidated financial statements
2
BNB PLUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| | Three-Month Period ended December 31, 2024 | |||||||||||||||
| | | | Common | | Additional | | | | | | | |||||
| | Common | | Stock | | Paid in | | Accumulated | | Noncontrolling | | | |||||
| | Shares | | Amount | | Capital | | Deficit | | Interest | | Total | |||||
Balance, October 1, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Exercise of warrants | | | | | | | | | | | — | | | — | | | |
Stock based compensation expense | | — | | | — | | | | | | — | | | — | | | |
Deemed dividend - warrant repricing | | — | | | — | | | | | | ( | | | — | | | — |
Common stock and pre-funded warrants issued in registered direct offering, net of offering costs | | | | | | | | | | | — | | | — | | | |
Exercise of warrants, cashlessly | | | | | | | | ( | | | — | | | — | | | — |
Net loss | | — | | | — | | | — | | | ( | | | ( | | | ( |
Balance December 31, 2024 | | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
| | Three-Month Period ended December 31, 2025 | |||||||||||||||
| | | | Common | | Additional | | | | | | | |||||
| | Common | | Stock | | Paid in | | Accumulated | | Noncontrolling | | | |||||
| | Shares | | Amount | | Capital | | Deficit | | Interest | | Total | |||||
Balance, October 1, 2025 | | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Exercise of warrants | | | | | | | | | | | — | | | — | | | |
Exercise of warrants, cashlessly | | | | | | | | ( | | | — | | | — | | | — |
Stock based compensation expense | | — | | | — | | | | | | — | | | — | | | |
Common stock and pre-funded warrants issued in PIPE, net of offering costs | | | | | | | | | | | — | | | — | | | |
Issuance of warrants to consultants | | — | | | — | | | | | | — | | | — | | | |
ATM draw down, net of offering costs | | | | | | | | | | | — | | | — | | | |
Deemed dividend - warrant repricing | | — | | | — | | | | | | ( | | | — | | | — |
Net Loss | | — | | | — | | | — | | | ( | | | ( | | | ( |
Balance December 31, 2025 | | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
See the accompanying notes to the unaudited condensed consolidated financial statements
3
BNB PLUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | Three Months Ended December 31, | ||||
| | 2025 | | 2024 | ||
Cash flows from operating activities: |
| | |
| | |
Net loss | | $ | ( | | $ | ( |
Net income from discontinued operations | |
| — | | | |
Net loss from continuing operations | | $ | ( | | $ | ( |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities from continuing operations: | | | | | | |
Depreciation and amortization | | | | |
| |
Loss on write-off of property and equipment | | | — | | | |
Unrealized gain on change in fair value of warrants classified as a liability | | | ( | | | ( |
Loss from fair value mearsurement of digital assets | | | | | | — |
Loss from fair value measurement of investment in digital asset trust | | | | | | — |
Warrants issued to consultants | | | | | | — |
Stock-based compensation | |
| | |
| |
Bad debt expense | | | — | | | |
Change in operating assets and liabilities: | |
| | |
| |
Accounts receivable | |
| ( | |
| ( |
Inventories | | | ( | | | ( |
Prepaid expenses, other current assets and deposits | | | ( | | | |
Accounts payable and accrued liabilities | | | ( | | | ( |
Deferred revenue | |
| | |
| |
Net cash used in operating activities from continuing operations | |
| ( | |
| ( |
| | | | | | |
Cash flows from investing activities: | | | | | | |
Purchase of digital assets | | | ( | | | — |
Purchase of property and equipment | |
| — | | | ( |
Net cash used in investing activities from continuing operations | |
| ( | | | ( |
| | | | | | |
Cash flows from financing activities: | |
| | |
| |
Net proceeds from exercise of warrants | | | | | | |
Capitalized offering costs | | | ( | | | — |
Net proceeds from draw down on ATM | | | | | | — |
Net proceeds from issuance of common stock and pre-funded warrants | | | | | | |
Net cash provided by financing activities from continuing operations | |
| | |
| |
| | | | | | |
CASH FLOWS FROM DISCONTINUED OPERATIONS | |
| | |
| |
Cash provided by operating activities | | | | | | |
Net provided by discontinued operations | |
| | |
| |
Net increase in cash, cash equivalents and restricted cash | | | | | | |
Cash, cash equivalents and restricted cash at beginning of period | |
| | |
| |
Cash, cash equivalents and restricted cash at end of period | | $ | | | $ | |
Less: cash and cash equivablents of discontinued operations | | $ | ( | | $ | ( |
Cash, cash equivalents and restricted cash of continuing operations at end of period | | $ | | | $ | |
Supplemental Disclosures of Cash Flow Information: | |
| | |
| |
Cash paid during period for interest | | $ | — | | $ | — |
Cash paid during period for income taxes | | $ | — | | $ | — |
Non-cash investing and financing activities: | | | | | | |
Transaction costs included in accounts payable | | $ | | | $ | — |
Deemed dividend warrant modifications | | $ | | | $ | — |
Deferred offering costs included in account payable | | $ | | | $ | — |
Deferred offering costs reclassified to additional paid in capital | | $ | | | $ | — |
OBNB Trust Units received in private placement | | $ | | | $ | — |
USDC received in private placement | | $ | | | $ | — |
Purchase of BNB tokens with USDC | | $ | ( | | $ | — |
Property and equipment actuired and included in accounts payable | | $ | — | | $ | |
Warrants exercised, cashlessly | | $ | | | $ | — |
See the accompanying notes to the unaudited condensed consolidated financial statements
4
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE A — NATURE OF THE BUSINESS
BNB Plus Corp. (formerly Applied DNA Sciences, Inc.) (the “Company”) is a digital asset treasury (“DAT”) company that has adopted BNB, the native cryptocurrency of the Binance blockchain ecosystem as its primary reserve asset. By using proceeds from financings, as well as potential cashflow from the Company’s operations, the Company seeks 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 (“BNB Strategy”).
In addition, via the Company’s LineaRx, Inc. subsidiary (“LineaRx”), it is commercializing proprietary nucleic acid production solutions for the biopharmaceutical and diagnostics markets. The Company’s nucleic acid production solutions enable cell-free manufacturing of deoxyribonucleic acid (“DNA”) and ribonucleic acid (“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.
Historically, the Company has operated in
On September 16, 2002, the Company was incorporated under the laws of the State of Nevada. Effective December 2008, the Company reincorporated from the State of Nevada to the State of Delaware.
Company Restructuring and Stock Splits
On October 6, 2025, the Company’s Board of Directors authorized, and its officers implemented, a restructuring plan pursuant to which the Company reduced overall operating expenses to focus resources on its BNB Strategy. The restructuring plan included a reduction of the Company’s workforce by sixteen (
On March 13, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of its Certificate of Incorporation that effected a -for-fifty (1:50) reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on March 14, 2025 (the “March 2025 Reverse Split”). In addition, on June 1, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of its Certificate of Incorporation that effected a -for-fifteen (1:15) reverse stock split of its common stock effective at 12:01 a.m. Eastern Time on June 2, 2025 (the “June 2025 Reverse Split”) (collectively the “2025 Reverse Splits”).
All warrant, option, share, and per share information in the Form 10-Q gives retroactive effect to the 2025 Reverse Splits.
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES
Interim Financial Statements
The accompanying condensed consolidated financial statements as of December 31, 2025, and for the three-months ended December 31, 2025, and 2024 are unaudited. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and are presented in accordance with the requirements of Regulation S-X of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.
5
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Interim Financial Statements continued
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-months ended December 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2026. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the fiscal year ended September 30, 2025 and footnotes thereto included in the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission (“SEC”) on December 22, 2025. The condensed consolidated balance sheet as of September 30, 2025 contained herein has been derived from the audited consolidated financial statements as of September 30, 2025 but does not include all disclosures required by GAAP.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, APDN (B.V.I.) Inc., Applied DNA Sciences India Private Limited (which currently has no operations), Applied DNA Clinical Labs, LLC (“ADCL”) (see Discontinued Operations below), Spindle Biotech, Inc., Applied DNA Sciences Europe Limited (which currently has no operations) and its majority-owned subsidiary, LineaRx, Inc. (“LRx”). Significant inter-company transactions and balances have been eliminated in consolidation.
On October 19, 2025, the Company formed Build & Build, LLC, a Delaware limited liability company and a
On November 26, 2025, the Company formed BNBX Ltd., a British Virgin Islands business company and a
Liquidity and Management’s Plan
The Company has recurring net losses, which have resulted in an accumulated deficit of $
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 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 Private Placement, the Company received $
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 digital asset, as well as our investment in digital asset trust are considered longer-term investments (“Digital asset treasury”) and we do not believe we will need to sell our Digital asset treasury 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.
Discontinued Operations
The condensed consolidated financial statements separately report discontinued operations and the results of continuing operations (see Note K). All footnotes exclude discontinued operations unless otherwise noted.
6
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates include revenue recognition, recoverability of long-lived assets, including the values assigned to intangible assets, contingencies, and management’s anticipated liquidity. Management reviews its estimates on a regular basis and the effects of any material revisions are reflected in the condensed consolidated financial statements in the period they are deemed necessary. Accordingly, actual results could differ from those estimates.
Revenue Recognition
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”), Revenue Recognition (“ASC 606” or “Topic 606”).
The Company measures revenue at the amounts that reflect the consideration to which it is expected to be entitled in exchange for transferring control of goods and services to customers. The Company recognizes revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. The Company’s contracts with customers may include multiple performance obligations (e.g. DNA products, maintenance, authentication services, research and development services, etc.). For such arrangements, the Company allocates revenues to each performance obligation based on their relative standalone selling price.
Due to the short-term nature of the Company’s current contracts with customers, it has elected to apply the practical expedients under Topic 606 to: (1) expense as incurred, incremental costs of obtaining a contract and (2) not adjust the consideration for the effects of a significant financing component for contracts with an original expected duration of one year or less.
Product Revenues
The Company’s DNA product revenues are accounted for/recognized in accordance with contracts with customers. The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. These performance obligations are satisfied at the point in time the Company transfers control of the goods to the customer, which in nearly all cases is when title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The Company invoices customers upon shipment, and its collection terms range, on average, from to
Authentication Services
The Company recognizes revenue for authentication services upon satisfying its promises to provide services to customers under the terms of its contracts. These performance obligations are satisfied at the point in time the Company services are complete, which in nearly all cases is when the authentication report is released to the customer.
Research and Development Services
The Company’s revenues from its research and development contracts are accounted for/recognized when the performance obligations per the contract are satisfied. These performance obligations are satisfied at the point in time, either when the Company’s services are complete, or when the Company transfers control of the goods to the customer, which in nearly all cases is when title to and risk of loss of the goods transfer to the customer, or when a report is released to a customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The Company invoices customers upon shipment, or completion of the services and its collection terms range, on average, from to
7
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Revenue Recognition continued
Disaggregation of Revenue
The following table presents revenues disaggregated by our business operations and timing of revenue recognition:
| | Three Months Ended: | ||||
| | December 31, | | December 31, | ||
| | 2025 | | 2024 | ||
Research and development services (point-in-time) | | $ | | | $ | |
Product and authentication services (point-in-time): | |
| | |
| |
Supply chain | |
| | |
| |
Large Scale DNA Production | | | | | | — |
Total | | $ | | | $ | |
Contract balances
As of December 31, 2025, the Company has entered into contracts with customers for which revenue has not yet been recognized. Consideration received from a customer prior to revenue recognition is recorded to a contract liability and is recognized as revenue when the Company satisfies the related performance obligations under the terms of the contract. The deferred revenue as of December 31, 2025 consists of authentication services under a contract where consideration has been received and the services have not been fully performed. The Company’s contract liabilities, which are reported as deferred revenue on the condensed consolidated balance sheet as of December 31, 2024, consisted almost entirely of research and development contracts where consideration has been received and the development services had not yet been performed, as well as authentication services under contracts where consideration had been received and the services had not been fully performed.
The opening and closing balances of the Company’s contract liability balances are as follows:
| | | | October 1, | | December 31, | | $ | |||
| | Balance sheet classification | | 2025 | | 2025 | | change | |||
Contract liabilities | | Deferred revenue | | $ | | | $ | | | $ | |
| | | | | | | | | | | |
| | | | October 1, | | September 30, | | $ | |||
| | Balance sheet classification | | 2024 | | 2025 | | change | |||
Contract liabilities |
| Deferred revenue | | $ | | | $ | | | $ | |
For the three-months ended December 31, 2025, the Company recognized $
The opening and closing balances of the Company’s contract asset balances are as follows:
| | | | October 1, | | December 31, | | $ | |||
| | Balance sheet classification | | 2025 | | 2025 | | change | |||
Contract assets | | Accounts receivable | | $ | | | $ | | | $ | |
| | | | | | | | | | | |
| | | | October 1, | | September 30, | | $ | |||
| | Balance sheet classification | | 2024 | | 2025 | | change | |||
Contract assets |
| Accounts receivable | | $ | | | $ | | | $ | ( |
8
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Cash, Cash Equivalents, and Restricted Cash
For the purpose of the accompanying condensed consolidated financial statements, all highly liquid investments with a maturity of three months or less from when purchased are considered to be cash equivalents. The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the statement of cash flows.
| | December 31, | | September 30, | ||
| | 2025 | | 2025 | ||
Cash and cash equivalents | | $ | | | $ | |
Restricted cash | |
| | |
| |
Total cash, cash equivalents and restricted cash | | $ | | | $ | |
Inventories
Inventories, which consist primarily of raw materials, work in progress and finished goods, are stated at the lower of cost or net realizable value, with cost determined by using the first-in, first-out (FIFO) method.
Net Loss Per Share
The Company presents net loss per share utilizing a dual presentation of basic and diluted loss per share. Basic loss per share includes no dilution and has been calculated based upon the weighted average number of common shares outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon the exercise of the Company’s stock options, restricted stock units and warrants.
As disclosed in Note G below, as part of the Private Placement Offering, the Company issued pre-funded warrants to purchase shares of common stock at an exercise price of $
The following table presents the calculation of weighted-average shares used in computing basic and diluted net loss per share for the three-months ended:
| | December 31, | ||
| | 2025 | | 2024 |
Weighted average common shares outstanding | | | | |
Add: Weighted average pre-funded warrants |
| |
| |
Weighted average shares used in computing basic and diluted net loss per share |
| |
| |
Securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been anti-dilutive for the three-month periods ended December 31, 2025 and 2024 are as follows:
| | December 31, | ||
| | 2025 | | 2024 |
Warrants | | | | |
Restricted Stock Units | | | | — |
Stock options | | |
| |
Total | | |
| |
9
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Digital Assets
In December 2023, the FASB issued ASU 2023-08, Digital Assets, which provides guidance on the recognition, measurement, presentation, and disclosure of digital assets through the creation of ASC 350-60 – Intangibles – Goodwill and Other – Crypto Assets. ASU 2023-08 became effective for all entities for fiscal years beginning after December 15, 2024. The Company accounts for its digital assets, including BNB tokens, in accordance with ASC 350 – Intangibles – Goodwill and Other. The Company has determined its digital assets meet the scoping criteria of ASC 350-60, which requires eligible crypto assets to be measured at fair value, with changes in fair value recognized in net income. Fair value is determined in accordance with ASC 820 – Fair Value Measurement, using quoted prices in active markets. The Company has designated a principal market based on the market that the Company has access to and has the greatest volume and level of activity of BNB for determining the fair value of BNB tokens.
The Company deposits certain digital assets with a third-party exchange to facilitate trading activities. Assets held on this exchange are maintained in accounts under the Company’s exclusive control. The activity from remeasurement of digital assets at fair value is reflected in the condensed consolidated statements of operations within gain/loss from fair value measurement of digital assets. Realized gains and losses from the derecognition of digital assets would be included in the realized gain/loss on digital assets in the condensed consolidated statements of operations. Although the Company has not disposed of any digital assets during the reporting period, in the event there are disposals in the future, the Company will use the specific identification method to calculate the realized gains/losses on digital assets.
Sales and purchases of digital assets are reflected as cash flows from investing activities in the condensed consolidated statements of cash flows.
Investment in Digital Asset Trust
The Company currently holds units of OBNB Osprey BNB Chain Trust (the “OBNB Trust Units”), as detailed more in Note G. The OBNB Trust Units are publicly traded and have readily determinable fair value as defined in ASC 321-10-20. Accordingly, the Company measures the OBNB Trust Units at fair value with changes in fair value recognized in earning in the period of change.
Concentrations
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and cash equivalents with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. As of December 31, 2025, the Company had cash and cash equivalents of approximately $
The Company’s revenues earned from sale of products and services for the three-month period ended December 31, 2025 included an aggregate of
The Company’s revenues earned from sale of products and services for the three-month period ended December 31, 2024 included an aggregate of
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and underwriting fees incurred. Accordingly, in relation to the At the Market Offering (“ATM”) (See Note G), offering costs in the aggregate of approximately $
10
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Segment Reporting
Historically, the Company operated in
Digital Asset Treasury — Segment operations consist of managing the Company’s digital assets and implementing its DAT strategy.
Therapeutic DNA Production Services — Segment operations consist of the Company’s nucleic-acid production solutions for the biopharmaceutical and diagnostics industries including LineaDNA, LineaRNAP and LineaIVT.
DNA Tagging and Security Products and Services — Segment operations consist of the manufacture and detection of DNA for industrial supply chains and security services. As discussed above, on February 13, 2025, the Company announced it was exiting its DNA Tagging and Security Products and Services business segment. The Company continues to strategically exit contracts relating to this segment and currently plans to continue to service certain of its existing DNA Tagging and Security Products and Services customer contracts.
The Company evaluates the performance of its segments and allocates resources to them based on revenues and operating income (losses). Operating income (loss) includes intersegment revenues, as well as a charge allocating all corporate headquarters costs. Since each vertical has shared employee resources, payroll and certain other general expenses such as rent, and utilities were allocated based on an estimate by management of the percentage of employee time spent in each vertical. Segment assets are not reported to, or used by, the CODM to allocate resources to, or assess performance of, the segments and therefore, total segment assets have not been disclosed.
Fair Value of Financial Instruments
The valuation techniques utilized are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy:
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related asset or liabilities.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities.
The Company utilizes observable market inputs (quoted market prices) when measuring fair value whenever possible.
All the Company’s BNB are held by Build & Build, LLC, a wholly owned subsidiary. The Company has designated a principal market for BNB based on the market that it has access to and has the greatest volume and level of orderly transactions for BNB. The Company reassesses its principal market when facts and circumstances change, including but not limited to when new markets become accessible, or the volume/activity in the current principal market declines. Because BNB trades continuously across global markets, the Company applies a consistent valuation cut-off at midnight UTC on the reporting date to determine fair value.
11
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE B — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES, continued
Fair Value of Financial Instruments continued
The Company’s digital assets are measured at fair value on a recurring basis using quoted prices in its principal market (Level 1 inputs) as of the reporting date.
The Company’s OBNB Trust Units are measured at fair value on a recurring basis using quoted prices in its principal market (Level 1 inputs) as of the reporting date.
For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting and finance department, which reports to the CFO, determine its valuation policies and procedures.
As of December 31, 2025, there
Recent Accounting Standards
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This standard clarifies the guidance in determining the acquirer in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. This guidance is effective for fiscal years beginning after December 15, 2026, and therefore will be effective beginning with the Company’s financial statements issued for the fiscal year ending September 30, 2028, with early adoption permitted. The amendments are required to be applied prospectively to any acquisition transaction that occurs after the initial application date. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, that enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied prospectively with the option of retrospective application. The Company adopted this ASU as of October 1, 2025. The adoption of this ASU did not have a significant impact on its disclosures.
NOTE C — INVENTORIES
Inventories consist of the following:
| | December 31, | | September 30, | ||
| | 2025 | | 2025 | ||
| | (unaudited) | | | | |
Raw materials | | $ | | | $ | |
Work-in-progress | | | | | | — |
Finished goods | | | | |
| |
Total | | $ | | | $ | |
12
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE D — DIGITAL ASSETS
The following table sets for the units held, costs basis, and fair value of digital assets held, as shown on the condensed consolidated balance sheet as of December 31, 2025:
Digital Assets | | Number of | | | | | | |
held: | | Tokens | | Cost | | Fair value | ||
BNB |
| | | $ | | | $ | |
Cost basis is equal to the cost of the digital asset, net of any transaction fees, if any, at the time of purchase or upon receipt. Digital assets are measured at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement, using a quoted price in active markets (Level 1 inputs). Fair Value presents the quoted prices on a principal market at midnight UTC on the measurement date.
The following table summarizes the Company's digital asset holdings as of:
| | Balance | |
Fair Value on - October 1, 2025 | | $ | |
Purchases | |
| |
Loss from fair value measurement of BNB | | $ | ( |
Ending balance - December 31, 2025 | | $ | |
NOTE E — INVESTMENT IN DIGITAL ASSET TRUST
Investment in digital asset trust measured at fair value consist of the following as of December 31, 2025:
| | Number of | | | | | | |
Investment held: | | Units | | Cost | | Fair value | ||
OBNB Trust |
| | | $ | | | $ | |
The following table summarizes the Company's OBNB Trust Units investment holdings as of:
| | Balance | |
Fair Value on - October 1, 2025 | | $ | |
Purchases | |
| |
Loss from fair value measurement of OBNB Trust Units | | $ | ( |
Ending balance - December 31, 2025 | | $ | |
NOTE F — ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities are as follows:
| | December 31, | | September 30, | ||
| | 2025 | | 2025 | ||
| | (unaudited) | | | | |
Accounts payable (related party amounts of $ | | $ | | | $ | |
Accrued salaries payable | | | | |
| |
Other accrued expenses | | | | |
| |
Total | | $ | | | $ | |
13
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE G — CAPITAL STOCK
Nasdaq Ticker Change
Effective October 7, 2025 the Company changed its ticker symbol on the Nasdaq Capital Market from “APDN” to “BNBX”.
At the Market Offering
On November 4, 2025 the Company entered into an At The Market Offering Agreement (the “ATM”) with Lucid Capital Markets, LLC, as sales agent (the “Agent”), pursuant to which the Company may, from time to time, offer and sell shares of its common stock with an aggregate offering price of up to $
Private Placement Offering
The Company completed two private placements: a Cash Private Placement on October 3, 2025, and a Cryptocurrency Private Placement on October 21, 2025 (collectively the “Private Placement”).
In Cash Private Placement, the Company issued
In the Cash Private Placement, consideration included U.S. dollars or the cryptocurrency stablecoin issued by Circle Internet Group, Inc. commonly referred to as “USDC” paid to the Company as consideration for the Shares and/or Cash Pre-Funded Warrants and the Series E-1 Warrants. In the Cryptocurrency Private Placement, the Cryptocurrency Purchasers tendered units of Osprey BNB Chain Trust (OTCMKTS: OBNB) as consideration, with the Company receiving
In the Cryptocurrency Private Placement, the Company issued
The Company received a total of $
The Pre-Funded Warrants are exercisable at $
The Company entered into registration rights agreements with the accredited investors, committing to file an SEC registration statement for the resale of the securities within
14
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE G — CAPITAL STOCK continued
During and subsequent to the quarter ended December 31, 2025,
Strategic DAS Agreement
In connection with the Private Placement, on September 29, 2025, the Company entered into a Strategic Digital Assets Services Agreement (the “Strategic DAS Agreement”) with Cypress LLC, a Puerto Rico limited liability company, and a related party (the “Services Provider”), pursuant to which the Company appointed the Services Provider to provide discretionary asset management services (i) in compliance with the Company’s BNB Strategy, (ii) with respect to any other cryptocurrency or digital asset strategies subject to the Company’s approval, in each case, solely with respect to the Account Assets (as defined below) in the accounts or cryptocurrency “wallets” identified by the Company after consultation with the Services Provider for an initial term of
As set forth in the Strategic DAS Agreement, the Company has agreed to pay to the Services Provider a fixed-rate management fee accrued and payable monthly (prorated for partial months) in arrears, equal to 1/12 of
The Strategic DAS Agreement has an initial term of
Both Joshua Kruger, the Chairman of the Company’s Board of Directors, and Patrick Horsman, the Company’s Chief Investment Officer are affiliates of Cypress LLC.
During the three-months ended December 31, 2025, the Company did
15
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE G — CAPITAL STOCK continued
Strategic Advisor Agreement
In connection with the Private Placement, on September 29, 2025, the Company entered into a Strategic Advisor Agreement with Cypress Management LLC, a Puerto Rico limited liability company (the “Strategic Advisor”), and a related party, pursuant to which the Company appointed the Strategic Advisor to provide strategic advice, guidance and technical advisory services relating to the Company’s business, operations, growth initiatives and industry trends in the crypto technology sector for an initial term of
Pursuant to the terms of the Strategic Advisor Agreement, the Company pays a monthly fee of $
Both Joshua Kruger, the Chairman of the Company’s Board of Directors, and Patrick Horsman, the Company’s Chief Investment Officer are affiliates of Cypress LLC.
During the quarter ended December 31, 2025 the Company incurred $
Consulting Arrangements
In order to support the implementation of its BNB-focused treasury strategy, on September 23, 2025, the Company entered into consulting arrangements with Ground Tunnel Capital LLC (the “Consultant”) and an additional consulting agreement (collectively, the “Consulting Arrangements”) with the Consultant, pursuant to which the Company (i) engaged the Consultant to provide certain advisory and marketing services and (ii) will receive premium sponsorship benefits at all SkyBridge Alternatives Conference (“SALT”) conferences globally for a period of
The Company recorded $
16
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE G — CAPITAL STOCK continued
Chief Investment Officer
On October 1, 2025, the Company appointed Patrick Horsman, an affiliate of the Services Provider and Strategic Advisor, as the Chief Investment Officer of the Company. Mr. Horsman receives monthly consulting compensation of $
NOTE H — WARRANTS, STOCK OPTIONS and RESTRICTED STOCK UNITS
Warrants
The following table summarizes the changes in warrants outstanding. These warrants were granted as part of financing transactions, as well as in lieu of cash compensation for services performed or as financing expenses in connection with the sales of the Company’s common stock.
| | | | Weighted | |
| | | | Average | |
| | | | Exercise | |
| | Number of | | Price Per | |
| | Shares | | Share | |
Balance at October 1, 2025 |
| | | $ | |
Granted |
| | | | |
Exercised |
| ( | | | |
Cancelled or expired |
| ( | | | |
Balance at December 31, 2025 |
| | | $ | |
During the three-months ended December 31, 2025,
Stock Options
On December 12, 2025, at a special meeting of stockholders, the Company’s stockholders approved an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of authorized shares of common stock reserved for issuance by
During the quarter ended December 31, 2025, the Company granted
The fair value of options granted during the three months ended December 31, 2025 was determined using the Option Pricing Model. For the purposes of the valuation model, the Company used the simplified method for determining the granted options expected lives. The simplified method is used since the Company does not have adequate historical data to utilize in calculating the expected term of options.
Stock price | | $ | | |
Exercise price | | $ | | |
Expected term | |
| | |
Dividend yield | |
| | |
Volatility | |
| | % |
Risk free rate | |
| | % |
17
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE H — WARRANTS, STOCK OPTIONS and RESTRICTED STOCK UNITS continued
The Company recorded $
Restricted Stock Units
Restricted stock unit awards are valued at the market price of the Company's Common Stock on the grant date.
On October 17, 2025, the Company granted
NOTE I — COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leased office space under an operating lease in Stony Brook, New York for its former corporate headquarters. The lease was for a
Employment Agreement
On September 28, 2025, the Board approved new Employment Agreements (together, the “Employment Agreements”) with Mr. Shorrock and Ms. Jantzen. The Employment Agreements provide that Mr. Shorrock will be appointed as Chief Executive Officer and President and Ms. Jantzen will continue to serve in her role as Chief Financial Officer of the Company. The terms of the Employment Agreements began on September 29, 2025 and Mr. Shorrock and Ms. Jantzen will each hold office until the election and qualification of a successor or until either individual’s earlier death, resignation or removal.
Pursuant to the Employment Agreements, Mr. Shorrock’s and Ms. Jantzen’s annual base salary will be $
18
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE I — COMMITMENTS AND CONTINGENCIES continued
The Employment Agreements also provide that upon termination without Cause (as defined in the Employment Agreements) or resignation for Good Reason (as defined in the Employment Agreements) of each of Mr. Shorrock’s and Ms. Jantzen’s employment then Mr. Shorrock and Ms. Jantzen will each be to $
Litigation
From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. In addition to the estimated loss, the recorded liability includes probable and estimable legal costs associated with the claim or potential claim. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. There is no pending litigation involving the Company at this time.
NOTE J — SEGMENT INFORMATION
As detailed in Note B above, the Company currently has
Information regarding operations by segment for the three-months ended December 31, 2025 is as follows:
| | Therapeutic DNA | | DNA Tagging and | | | | | ||||
| | Production | | Security Products | | Digital Asset Treasury | | Consolidated | ||||
Revenues: |
| | |
| | |
| | |
| | |
Product revenues | | $ | | | $ | | | $ | — | | $ | |
Service revenues | |
| | | | | | | — | | | |
Less intersegment revenues | |
| — | |
| — | | | — | | | — |
Total revenues | | $ | | | $ | | | $ | — | | $ | |
| | | | | | | | | | | | |
Gross profit | | $ | | | $ | | | $ | — | | $ | |
| | | | | | | | | | | | |
Segment operating expenses | | | | | | | | | | | | |
Selling, general and administrative | | $ | | | $ | | | $ | | | $ | |
Loss from fair value measurement of digital assets | | | — | | | — | | | | | | |
Loss from fair value measurement of investments | | | — | | | — | | | | | | |
Research and development | | | | | | | | | — | | | |
Total segment operating expenses | | $ | | | $ | | | $ | | | $ | |
Loss from segment operations (a) | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
19
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE J — SEGMENT INFORMATION continued
Information regarding operations by segment for the three-months ended December 31, 2024 is as follows:
| | Therapeutic DNA | | MDx Testing | | DNA Tagging and | | | | |||
| | Production | | Services and Kits | | Security Products | | Consolidated | ||||
Revenues: |
| | |
| | |
| | |
| | |
Product revenues | | $ | | | $ | — | | $ | | | $ | |
Service revenues | |
| | | | — | | | | | $ | |
Clinical laboratory service revenues | |
| — | | | | | | — | | $ | |
Less intersegment revenues | |
| — | | | ( | | | — | | $ | ( |
Total revenues | | $ | | | $ | | | $ | | | $ | |
Gross profit | | $ | | | $ | | | $ | | | $ | |
Segment operating expenses | | | | | | | | | | | | |
Selling, general and administrative | | $ | | | $ | | | $ | | | $ | |
Research and development | | | | | | | | | | | | |
Total segment operating expenses | | $ | | | $ | | | $ | | | $ | |
(Loss) income from segment operations (a) | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
20
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE J – SEGMENT INFORMATION, continued
Reconciliation of segment loss from operations to consolidated loss before provision for income taxes is as follows for the three months ended:
| | December 31, | ||||
| | 2025 | | 2024 | ||
Loss from operations of reportable segments (a) | | $ | ( | | $ | ( |
General corporate expenses (b) | |
| ( | | | ( |
Interest income | |
| | | | |
Unrealized gain on change in fair value of warrants classified as a liability | |
| | | | |
Other income (expense), net | |
| | | | ( |
Consolidated loss before provision for income taxes | | $ | ( | | $ | ( |
(a) | Segment operating loss consists of net sales, less cost of sales, specifically identifiable research and development, and selling, general and administrative expenses. |
(b) | General corporate expenses consist of Selling, general and administrative expenses that are not specifically identifiable to a segment. |
NOTE K — DISCONTINUED OPERATIONS
On June 27, 2025, the Company implemented a strategic restructuring and realignment of resources to focus exclusively on its Therapeutic DNA Production Services business. As part of actions undertaken, the Company implemented a workforce reduction of approximately
The following table presents the major classes of ADCL’s results within Net loss from discontinued operations, net of tax in the condensed consolidated statement of operations for the three months ended December 31, 2024:
| | Three Months Ended December 31, | |
| | 2024 | |
Clinical laboratory service revenues | | $ | |
| | | |
Cost of clinical laboratory service revenues | |
| |
| | | |
Gross profit | |
| |
| | | |
Selling, general and administrative | |
| |
Interest (income) | |
| ( |
Other expense, net | |
| — |
Net income from discontinued operations | |
| |
Provision for income taxes | |
| — |
Net income from discontinued operations, net of tax | | $ | |
21
BNB PLUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(unaudited)
NOTE K — DISCONTINUED OPERATIONS, continued
Assets and liabilities of discontinued operations associated with ADCL presented in the consolidated balance sheets as of December 31, 2025 and September 30, 2025 are included in the following table:
| | December 31, | | September 30, | ||
| | 2025 | | 2025 | ||
ASSETS |
| | |
| | |
Cash and cash equivalents |
| $ | |
| $ | |
Accounts receivable, net |
| | — |
| | — |
Inventories |
| | — |
| | — |
Prepaid expenses and other current assets |
| | — |
| | — |
Total current assets of discontinued operations |
| | — |
| | |
Property and equipment, net |
| | — |
| | — |
Total assets of discontinued operations |
| | |
| | |
| | | | | | |
LIABILITIES |
| | |
| | |
Accounts payable and accrued liabilities |
| | — |
| | — |
Total liabilities of discontinued operations |
| $ | — |
| $ | — |
NOTE L — SUBSEQUENT EVENTS
On February 2, 2026, the Board of Directors appointed James Haft to serve as a director and as a member of the Nominating Committee of the Board, effective February 2, 2026, until his successor has been duly elected and qualified, or until his earlier resignation or removal. At the time of Mr. Haft’s appointment, the Board had a vacancy as the result of Ms. Schmalz Shaheen’s resignation.
For Mr. Haft’s services as a director, on February 2, 2026, the Board approved and entered into a letter agreement (the “Letter Agreement”) with Mr. Haft. Pursuant to the terms of the Letter Agreement, Mr. Haft received (i) a one-time cash fee of $
22
Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q (including but not limited to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to qualify for the “safe harbor” created by those sections. In addition, we may make forward-looking statements in other documents filed with or furnished to the Securities and Exchange Commission (“SEC”), and our management and other representatives may make forward-looking statements orally or in writing to analysts, investors, representatives of the media and others. These statements relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
Forward-looking statements can generally be identified by the fact that they do not relate strictly to historical or current facts and include, but are not limited to, statements using terminology such as “can”, “may”, “could”, “should”, “assume”, “focus”, “forecasts”, “believe”, “designed to”, “will”, “expect”, “plan”, “anticipate”, “estimate”, “potential”, “position”, “predicts”, “strategy”, “guidance”, “intend”, “budget”, “seek”, “project” or “continue”, or the negative thereof or other comparable terminology regarding beliefs, plans, expectations or intentions regarding the future. You should read statements that contain these words carefully because they:
| ● | discuss our future expectations; |
| ● | contain projections of our future results of operations or of our financial condition; and |
| ● | state other “forward-looking” information. |
We believe it is important to communicate our expectations. However, forward-looking statements are based on our current expectations, assumptions, estimates and projections about our business and our industry and are subject to known and unknown risks, uncertainties and other factors. Accordingly, our actual results and the timing of certain events may differ materially from those expressed or implied in such forward-looking statements due to a variety of factors and risks, including, but not limited to, those set forth in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report, those set forth from time to time in our other filings with the SEC, including our Annual Report on Form 10-K, for the fiscal year ended September 30, 2025, and the following factors and risks:
| ● | our expectations of future revenues, expenditures, capital or other funding requirements; |
| ● | the adequacy of our cash and working capital to fund present and planned operations and growth; |
| ● | our need for additional financing which may in turn require the issuance of additional shares of common stock, preferred stock or other debt or equity securities (including convertible securities) which would dilute the ownership held by stockholders; |
| ● | our projections regarding our expectation that our LineaRx subsidiary will significantly narrow its losses and approach profitability; |
| ● | our business strategy and the timing of our expansion plans, including our BNB Strategy (as defined below); |
| ● | failure to realize the anticipated benefits of the digital asset treasury strategy; |
| ● | risks related to the Company’s ability to raise and deploy capital effectively; |
| ● | risks related to an unproven BNB yield generation strategy; |
| ● | the risk that the price of our common stock may be highly correlated to the price of the digital assets that we hold; |
23
| ● | risks related to increased competition in the industries in which the Company does and will operate; |
| ● | risks relating to the treatment of cryptocurrency assets for U.S. and foreign tax purposes; and |
| ● | risks related to the unknown returns that the Company’s BNB Strategy (as defined below) will generate. |
Any or all of our forward-looking statements may turn out to be wrong. They may be affected by inaccurate assumptions that we might make or by known or unknown risks and uncertainties. Actual outcomes and results may differ materially from what is expressed or implied in our forward-looking statements. Among the factors that could affect future results are:
| ● | the highly volatile nature of the price of BNB and other cryptocurrencies; |
| ● | the risks relating to the Company’s operations and business; |
| ● | demand for products and services provided by our LineaRx subsidiary; |
| ● | our ability to sell or otherwise monetize our LineaRx subsidiary and/or our LineaRx technology platforms; |
| ● | changes in the business market, financial, political and regulatory conditions; |
| ● | risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; |
| ● | risks relating to market volatility, cybersecurity and custody of digital assets, potential changes in laws or accounting standards relating to cryptocurrency, and regulatory developments affecting BNB; |
| ● | economic and industry conditions generally and in our specific markets; |
| ● | the volatility of, and decline in, our stock price; and |
| ● | our ability to obtain the necessary financing to fund our operations and effect our strategic development plan. |
| ● | the possibility that our current holdings of BNB and/or our OBNB Trust Units could subject us to additional regulation that could materially impact the operations of our treasury strategy and our business, including but not limited to being classified as an investment company under the Investment Company Act. |
| ● | 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. |
All forward-looking statements and risk factors included in this Quarterly Report are made as of the date hereof, based on information available to us as of such date, and we assume no obligations to update any forward-looking statement or risk factor, unless we are required to do so by law. If we do update one or more forward-looking statements, no inference should be drawn that we will make updates with respect to other forward-looking statements or that we will make any further updates to those forward-looking statements at any future time.
Forward-looking statements may include our plans and objectives for future operations, including plans and objectives relating to the success of our BNB Strategy and our products and our future economic performance, projections, business strategy and timing and likelihood of success. Assumptions relating to the forward-looking statements included in this Quarterly Report involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, demand for our products and services, and the time and money required to successfully complete development and commercialization of our technologies, all of which are difficult or impossible to predict accurately and many of which are beyond our control.
Any of the assumptions underlying the forward-looking statements contained in this Quarterly Report could prove inaccurate and, therefore, we cannot assure you that any of the results or events contemplated in any of such forward-looking statements will be realized. Based on the significant uncertainties inherent in these forward-looking statements, the inclusion of any such statement should not be
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regarded as a representation or as a guarantee by us that our objectives or plans will be achieved, and we caution you against relying on any of the forward looking statements contained herein.
Our trademarks currently used in the United States include Applied DNA Sciences®, LinearDNA™ and LineaIVT™. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included or incorporated by reference in this Quarterly Report on Form 10 - Q are the property of the respective owners.
Introduction
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.
BNB Strategy
We launched our DAT strategy in October 2025 with the closing of the Private Placement wherein we received $26.8 million gross proceeds in cash and cryptocurrency assets with the potential for up to an additional $30.8 million in cash gross proceeds in future investment from warrant exercises. 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 framework necessary to implement its BNB Strategy.
We believe our BNB Strategy can produce potential yield via the implementation of one or more of the below strategies:
| ● | Participation in the Binance Launch Pool: Receive airdrops of new project tokens listing on Binance via staking our BNB to the Binance Launch Pool. Airdrops are immediately sold to generate potential yield. |
| ● | Native Staking on Binance Smart Chain: Stake our BNB to various validators to support the network’s proof of stake authority (PoSa) consensus mechanism resulting in potential transaction fees and block rewards. |
| ● | Liquidity Providing: Provide liquidity on the largest BNB DEX between Lista Dao (liquid staking derivative token) and BNB to generate potential yield from swap fees. |
| ● | BNB Collateralization: Opportunistically collateralize our BNB and borrow stable coins to engage in non-directional DeFi strategies to produce potential yield. |
In addition, the Company currently holds units of OBNB Trust Units. The Company plans to pursue opportunities to sell the OBNB Trust Units for cash to purchase additional BNB that will be used to further our BNB Strategy. Alternatively, the Company seeks to access the OBNB Trust Units’ underlying BNB assets in coordination with the administrator of the OBNB Osprey BNB Chain Trust and if successful, use the redeemed BNB assets to further its BNB Strategy.
On October 6, 2025, the Company’s Board of directors authorized, and its officers implemented, a restructuring plan pursuant to which the Company reduced overall operating expenses to focus resources on its BNB Strategy. The restructuring plan includes a reduction of the Company’s workforce by sixteen (16) employees, or approximately 60%. We incurred aggregate pre-tax charges 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 December 31, 2025 and associated charges of approximately $1.2 million were recorded in the quarter ended December 31, 2025 and approximately $138,000 is expected to be incurred during second quarter of fiscal 2026.
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LineaRx Business Strategy
Through LineaRx our 98% owned subsidiary, we are developing and commercializing our LineaDNA and Linea IVT platforms for the manufacture of synthetic DNA and associated enzymes for use in the production of nucleic acid-based therapeutics (the “Therapeutic DNA Production Services”).
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 messenger RNA (“mRNA”) and deoxyribonucleic acid (“DNA”)-based vaccines, as well as in vitro diagnostic (“IVD”) applications.
We have developed three distinct and complementary technology solutions:
| ● | LineaDNA™: A proprietary, cell-free DNA production system that uses a large-scale polymerase chain reaction (“PCR”) process. This technology allows for the rapid and efficient production of high-fidelity synthetic DNA without the use of living cells. The resulting DNA can be used in the manufacturing of various biotherapeutics, serve as the starting material for mRNA therapeutics and vaccines, and as a critical component of IVDs. |
| ● | LineaRNAP™: A next-generation RNA polymerase (“RNAP”) used to transform DNA into mRNA. Our RNAP is engineered with a patented DNA-binding domain that we believe results in high mRNA yields and reduced double-stranded RNA (dsDNA) contamination, a common problematic byproduct produced during mRNA production. |
| ● | LineaIVT™: An integrated system that combines the Company’s LineaDNA and LineaRNAP technologies. This innovative solution simplifies the mRNA production workflow resulting in a streamlined production process with fewer impurities than traditional methods. |
Our business strategy is to continue advancing our nucleic acid production solutions to support the potential future sale and/or licensing of our LineaRx business and/or its technology solutions to a third-party.
Comparison of Results of Operations for the Three -Months Ended December 31, 2025 and 2024
Revenues
Product revenues
For the three-months ended December 31, 2025 and 2024, we generated $555,093 and $495,847 in revenues from product sales, respectively. Product revenue increased by $59,246 or 12% for the three-months ended December 31, 2025 as compared to the three-months ended December 31, 2024. The increase in product revenues was due to an increase of approximately $362,000 in sales to a large-scale DNA manufacturing customer and the timing of related orders within our Therapeutic DNA Production Services segment. This increase was offset by a net decrease in our DNA Tagging and Security Products and Services segment of approximately $295,000 year over year in cotton DNA tagging revenue.
Service Revenues
For the three-months ended December 31, 2025 and 2024, we generated $10,301 and $374,444 in revenues from sales of services, respectively. The decrease in service revenues of $364,143 or 97% for the three-months ended December 31, 2025, as compared to the same period in the prior fiscal year is attributable to a decrease of $302,000 within our DNA Tagging and Security Products and Services segment due to a decrease in our textile isotopic testing services as we stopped providing these services during the prior fiscal year. This decrease was also attributable to a decrease of $58,000 within our Therapeutic DNA Production Services segment due to decreased research and development projects.
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Cost and Expenses
Gross Profit
Gross profit for the three-months ended December 31, 2025, decreased by $290,882 or 48% to $315,357 from $606,239 for the three-months ended December 31, 2024. The gross profit percentage was 56% and 70% for the three-months ended December 31, 2025 and 2024, respectively. The decrease in gross profit percentage was primarily the result of a change in product mix as there was a significant decrease in service revenue during the quarter ended December 31, 2025 as compared to prior fiscal year period.
Selling, General and Administrative
Selling, general and administrative expenses for the three-months ended December 31, 2025 increased by $10,779,233 or 420% to $13,348,510 as compared to $2,569,277 for the three-months ended December 31, 2024. The increase is primarily attributable to an increase in consulting expense of approximately $9,420,195. The increase in consulting expense relates to our Digital Asset Treasury segment. We issued warrants to our strategic consultants with a fair value of approximately $8,826,000 that was recorded to consulting expense for the three-months ended December 31, 2025 and represents a one-time charge. We also incurred consulting expenses under these contracts of approximately $1,132,200 entered into during the switch to a digital asset strategy. The increase was also the result of an increase in payroll of approximately $798,000 relating to officer and employee bonuses of $496,000 as well as one time severance payments to the former CEO of $340,000. There was also an increase in stock-based compensation expense of approximately $605,000 during the three-months ended December 31, 2025, which primarily relates to officer, board and employee grants.
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Loss from fair value measurement of digital assets
Loss from fair value measurement of digital assets for the three-months ended December 31, 2025 was $1,732,557 and relates to the change in fair value for the BNB units held as of December 31, 2025
Loss from fair value measurement of investment in digital asset trust
Loss from fair value measurement of investment in digital asset trust for the three-months ended December 31, 2025 was $3,484,009 and relates to the change in fair value for the OBNB Trust Units held as of December 31, 2025.
Research and Development
Research and development expenses decreased to $458,562 for the three-months ended December 31, 2025 from $1,015,010 for the three-months ended December 31, 2024, a decrease of $556,448 or 55%. This decrease is primarily due to a decrease of approximately $375,000 for the development of an enzyme for use in our Therapeutic DNA Production Services segment during the prior fiscal year period. Additional decreases include decreases in laboratory supplies of $33,000, service contracts of $38,000 as well as payroll expense of approximately $58,000.
Interest income
Interest income for the three-months ended December 31, 2025 decreased $59,156 or 87% to $9,143 as compared to $68,299 in the three-months ended December 31, 2024 due to interest earned on our money market accounts.
Unrealized gain on change in fair value of warrants classified as a liability
Unrealized gain on change in fair value of warrants classified as a liability for the three-months ended December 31, 2025 and 2024 was $370 and $244,000, respectively, which relates to the change in fair value of the warrants that are classified as a liability.
Other income (expense), net
Other income (expense), net for the three-months ended December 31, 2025 and 2024, was income of $92,586 and expense of $20,152, respectively. This increase is attributable to the sale of our textile library related to our former isotope business, as well as the sale of equipment during the three-months ended December 31, 2025.
Loss from operations
Loss from operations increased $15,730,233, or 528% to $18,708,281 for the three-months ended December 31, 2025 compared to $2,978,048 for the three-months ended December 31, 2024 due to the factors noted above.
Liquidity and Capital Resources
Our liquidity needs consist of our working capital requirements and building our BNB Strategy. As of December 31, 2025, we had working capital of $2,905,088. For the three-months ended December 31, 2025, we used cash in operating activities of $5,545,124 consisting primarily of our loss of $18,606,182 net with non-cash adjustments of $48,798 in depreciation and amortization charges, $370 in unrealized gain on change in fair value of warrants classified as a liability, $1,732,557 in loss from fair value measurement of digital asset, $3,484,009 in loss from fair value measurement of investment in digital asset trust, $8,826,154 for warrants issued to consultants, and $633,120 in stock-based compensation expense. Additionally, we had a net increase in operating assets of $1,346,324 and a net decrease in operating liabilities of $316,886. At December 31, 2025, we had cash and cash equivalents of $2,450,536.
We have recurring net losses which have resulted in an accumulated deficit of $397,786,765 as of December 31, 2025. We incurred a net loss of $18,606,182 and generated negative operating cash flow of $5,545,124 for the three-months ended December 31, 2025.
The Company’s current capital resources include cash and cash equivalents, and cryptocurrency assets. Historically, the Company has financed its operations principally from the sale of equity and equity-linked securities.
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As discussed in Note G to the accompanying condensed consolidated financial statements, during October 2025, the Company closed the Private Placement of its common stock and/or pre-funded warrants, and Series E-1 Warrants, and Series E-2 Warrants. Upon the closing of the Private Placement, the Company received $26.8 million in gross proceeds. The Company also received proceeds from warrants exercised of approximately $732 thousand during the three-months ended December 31, 2025 and is actively implementing its BNB strategy.
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 this quarterly report. Our digital asset, as well as our investment in digital asset trust are considered longer-term investments and we do not believe we will need to sell and or our Digital asset treasury 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.
Critical Accounting Estimates and Policies
Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.
We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
The accounting policies identified as critical are as follows:
| ● | Revenue recognition; |
| ● | Digital assets; and |
| ● | Investment in digital asset trust. |
Critical Accounting Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most critical estimates include recoverability of long-lived assets, including the values assigned to intangible assets, fair value calculations for warrants, and contingencies. Management reviews its estimates on a regular basis and the effects of any material revisions are reflected in the consolidated financial statements in the period they are deemed necessary. Accordingly, actual results could differ from those estimates.
Revenue Recognition
We follow FASB issued accounting standard updates which clarify the principles for recognizing revenue arising from contracts with customers (“ASC 606” or “Topic 606”).
The Company measures revenue at the amounts that reflect the consideration to which it is expected to be entitled in exchange for transferring control of goods and services to customers. The Company recognizes revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. The Company’s contracts with customers may include multiple performance obligations (e.g. DNA products, maintenance, authentication services, research and development services, etc.). For such arrangements, the Company allocates revenues to each performance obligation based on their relative standalone selling price.
Due to the short-term nature of the Company’s current contracts with customers, it has elected to apply the practical expedients under Topic 606 to: (1) expense as incurred, incremental costs of obtaining a contract and (2) not adjust the consideration for the effects of a significant financing component for contracts with an original expected duration of one year or less.
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Product Revenues
The Company’s DNA product revenues are accounted for/recognized in accordance with contracts with customers. The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. These performance obligations are satisfied at the point in time the Company transfers control of the goods to the customer, which in nearly all cases is when title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The Company invoices customers upon shipment, and its collection terms range, on average, from 30 to 60 days.
Research and Development Services
The Company’s revenue from its research and development contracts are accounted for/recognized when the performance obligations per the contract are satisfied. These performance obligations are satisfied at the point in time, either when the Company’s services are complete, or when the Company transfers control of the goods to the customer, which in nearly all cases is when title to and risk of loss of the goods transfer to the customer, or when a report is released to a customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The Company invoices customers upon shipment, or completion of the services and its collection terms range, on average, from 30 to 60 days.
Digital Assets
In December 2023, the FASB issued ASU 2023-08, Digital Assets, which provides guidance on the recognition, measurement, presentation, and disclosure of digital assets through the creation of ASC 350-60 – Intangibles – Goodwill and Other – Crypto Assets. ASU 2023-08 became effective for all entities for fiscal years beginning after December 15, 2024. The Company accounts for its digital assets, including BNB tokens, in accordance with ASC 350 – Intangibles – Goodwill and Other. The Company has determined its digital assets meet the scoping criteria of ASC 350-60, which requires eligible crypto assets to be measured at fair value, with changes in fair value recognized in net income. Fair value is determined in accordance with ASC 820 – Fair Value Measurement, using quoted prices in active markets. The Company has designated a principal market based on the market that the Company has access to and has the greatest volume and level of activity of BNB for determining the fair value of BNB tokens.
The Company deposits certain digital assets with a third-party exchange to facilitate trading activities. Assets held on this exchange are maintained in accounts under the Company’s exclusive control. The activity from remeasurement of digital assets at fair value is reflected in the condensed consolidated statements of operations within gain/loss from fair value measurement of digital assets. Realized gains and losses from the derecognition of digital assets would be included in the realized gain/loss on digital assets in the condensed consolidated statements of operations. Although the Company has not disposed of any digital assets during the reporting period, in the event there are disposals in the future, the Company will use the specific identification method to calculate the realized gains/losses on digital assets.
Sales and purchases of digital assets are reflected as cash flows from investing activities in the condensed consolidated statements of cash flows. Digital assets purchased using USDC are refelected as non-cash investing activites in the condensed consolidated statements of cash flows.
Investment in Digital Asset Trust
The Company currently holds units of OBNB Osprey BNB Chain Trust (the “OBNB Trust Units”), as detailed more in Note G. The OBNB Trust Units are publicly traded and have readily determinable fair value as defined in ASC 321-10-20. Accordingly, the Company measures the OBNB Trust Units at fair value with changes in fair value recognized in earning in the period of change.
Off-Balance Sheet Arrangements
As requirement of our prior lease agreement for our former corporate headquarters entered into during January 2023, in lieu of security deposit, we provided a standby letter of credit of $750,000. The letter of credit is effective through March 2026.
Inflation
The effect of inflation on our revenue and operating results was not significant.
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Item 3. — Quantitative and Qualitative Disclosures About Market Risk.
Information requested by this Item is not applicable as we are electing scaled disclosure requirements available to smaller reporting companies with respect to this Item.
Item 4. — Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted an evaluation, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are those controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our Exchange Act filings is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting as of September 30, 2025. The material weakness is further described below.
Material Weakness in Internal Control Over Financial Reporting
In connection with the review of our consolidated financial statements for the fiscal year ended September 30, 2025, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. For the fiscal year ended September 30, 2025, the material weakness 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 which is described below.
Remediation of Material Weakness
We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that this material weakness is remediated as soon as possible. To remediate this material weakness, we have implemented controls to ensure that all inputs in our fair value calculations agree to the underlying documents and are properly reviewed. We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.
Changes in Internal Control over Financial Reporting
During the three-months ended December 31, 2025, the Company implemented controls for our digital asset strategy. Other than the plan discussed above under “Remediation of Material Weakness,” and the implementation of controls related to our digital asset strategy, there were no other changes in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
Item 1A. — Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K of the Company filed with the SEC on December 22, 2025, and as updated and supplemented in subsequent filings. These risk factors could materially harm our business, operating results and financial condition. Additional factors and uncertainties not currently known to us or that we currently consider immaterial also may materially adversely affect our business, financial condition or future results.
Item 6. — Exhibits.
| | | | | | Incorporated by Reference to SEC Filing | | Filed or Furnished with | ||||
Exhibit | | | | | | Exhibit | | | | | | this Form |
No. | | Filed Exhibit Description | | Form | | No. | | File No. | | Date Filed | | 10-Q |
3.1 | | | S-8 | | 3.1 | | 333-293084 | | 01/30/2026 | | | |
3.2 | | | S-1 | | 3.2 | | 333-283315 | | 11/19/2024 | | | |
4.1 | | | 8-K | | 4.1 | | 001-36745 | | 10/01/2025 | | | |
4.2 | | | 8-K | | 4.2 | | 001-36745 | | 10/01/2025 | | | |
4.3 | | | 8-K | | 4.3 | | 001-36745 | | 10/01/2025 | | | |
4.4 | | | 8-K | | 4.4 | | 001-36745 | | 10/01/2025 | | | |
4.5 | | | 8-K | | 4.5 | | 001-36745 | | 10/01/2025 | | | |
4.6 | | | 8-K | | 4.6 | | 001-36745 | | 10/01/2025 | | | |
10.1Ù | | | 8-K | | 10.1 | | 001-36745 | | 10/01/2025 | | | |
10.2Ù | | | 8-K | | 10.2 | | 001-36745 | | 10/01/2025 | | | |
10.3 | | | 8-K | | 10.3 | | 001-36745 | | 10/01/2025 | | | |
10.4 | | | 8-K | | 10.4 | | 001-36745 | | 10/01/2025 | | | |
10.5Ù | | | 8-K | | 10.5 | | 001-36745 | | 10/01/2025 | | | |
10.6Ù | | | 8-K | | 10.6 | | 001-36745 | | 10/01/2025 | | | |
10.7 | | | 8-K | | 1.1 | | 001-36745 | | 11/4/2025 | | | |
10.8+ | | | S-8 | | 10.1 | | 333-293084 | | 01/30/2026 | | | |
31.1** | | | | | | | | | | | X | |
31.2** | | | | | | | | | | | X | |
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32.1** | | | | | | | | | | | X | |
32.2** | | | | | | | | | | | X | |
99.1 | | | 8-K | | 99.1 | | 001-36745 | | 11/4/2025 | | | |
101 INS* | | Inline XBRL Instance Document | | | | | | | | | | X |
101 SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | | | X |
101 CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | X |
101 DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | X |
101 LAB* | | Inline XBRL Extension Label Linkbase Document | | | | | | | | | | X |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) | | | | | | | | | | X |
* Filed herewith
** Furnished herewith
+ Management contract or compensatory plan or arrangement.
Ù Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in any such filing.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BNB Plus Corp. | |
| ||
Dated: February 12, 2026 | | /s/ CLAY SHORROCK |
| Clay Shorrock | |
| Chief Executive Officer | |
| (Duly authorized officer and principal executive officer) | |
| ||
| /s/ BETH JANTZEN | |
Dated: February 12, 2026 | | Beth Jantzen, CPA |
| Chief Financial Officer | |
| (Duly authorized officer and principal financial and accounting officer) |
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Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Clay Shorrock, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of BNB Plus Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: February 12, 2026 | | |
| By: | /s/ CLAY SHORROCK |
| | Clay Shorrock |
| | Chief Executive Officer and President |
| | (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Beth Jantzen, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of BNB Plus Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: February 12, 2026 | | |
| By: | /s/ BETH JANTZEN |
| | Beth Jantzen, CPA |
| | Chief Financial Officer |
| | (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Clay Shorrock, Chief Executive Officer of BNB Plus Corp. (the “Company”), in connection with the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, hereby certifies pursuant to the requirements of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
· | the Report fully complies with the requirements of Section 13(a) or 15(d), of the Securities Exchange Act of 1934, and |
· | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
This certification is being provided pursuant to 18 U.S.C. 1350 and is not to be deemed a part of the Report, nor is it to be deemed to be “filed” for any purpose whatsoever.
| By: | /s/ CLAY SHORROCK |
| | Clay Shorrock |
| | Chief Executive Officer and President |
| | (Principal Executive Officer) |
| | Dated: February 12, 2026 |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Beth Jantzen, Chief Financial Officer of BNB Plus Corp. (the “Company”), in connection with the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, hereby certifies pursuant to the requirements of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
· | the Report fully complies with the requirements of Section 13(a) or 15(d), of the Securities Exchange Act of 1934, and |
· | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
This certification is being provided pursuant to 18 U.S.C. 1350 and is not to be deemed a part of the Report, nor is it to be deemed to be “filed” for any purpose whatsoever.
| By: | /s/ BETH JANTZEN |
| | Beth Jantzen, CPA |
| | Chief Financial Officer |
| | (Principal Financial Officer and Principal Accounting Officer) |
| | Dated: February 12, 2026 |