8-K
BNB PLUS CORP. (BNBX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 13, 2025
BNB Plus Corp.
(Exact name of registrant as specified in its charter)
| Delaware<br><br> <br>(State or other jurisdiction<br><br> <br>of incorporation or organization) | 001-36745<br><br> <br>(Commission File Number) | 59-2262718<br><br> <br>(IRS Employer<br><br> <br>Identification No.) |
|---|
50 Health Sciences Drive
Stony Brook, New York 11790
(Address of principal executive office) (Zip Code)
631-240-8800
(Registrants’ telephone number, including area code)
Applied DNA Sciences, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | BNBX | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03 Amendments to Articles of Incorporationor Bylaws; Change in Fiscal Year.
Effective November 13, 2025, Applied DNA Sciences, Inc. (the “Company”) changed its name to BNB Plus Corp., pursuant to an amendment to its amended and restated certificate of incorporation adopted by the Company’s Board of Directors and filed with the Secretary of State of the State of Delaware (the “Name Change”). Pursuant to the Delaware General Corporation Law, a stockholder vote was not necessary to effectuate the Name Change and it does not affect the rights of the Company’s stockholders.
The foregoing description of the amendment to the Company’s amended and restated certificate of incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 17, 2025, the Company issued a press release announcing the Name Change. The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this item, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Title |
|---|---|
| 3.1 | Certificate of Amendment. |
| 99.1 | Press release, dated November 17, 2025. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BNB PLUS CORP. | ||
|---|---|---|
| Dated: November 17, 2025 | By: | /s/ Clay Shorrock |
| Name: | Clay Shorrock | |
| Title: | Chief Executive Officer |
Exhibit 3.1
CERTIFICATEOF AMENDMENTTOCERTIFICATE OF INCORPORATIONOFAPPLIED DNA SCIENCES, INC.
Applied DNA Sciences, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:
FIRST: The first sentence of Article I of the Certificate of Incorporation, as amended (the “Certificate of Incorporation”), of the Corporation is hereby amended and replaced in its entirety to read as follows:
“The name of this corporation is “BNB Plus Corp.”
SECOND: This Certificate of Amendment shall become effective on November 13, 2025, at 12:01 a.m. Eastern Time.
THIRD: This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
FOURTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS, WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed by an authorized officer as of November 12, 2025.
| APPLIED DNA SCIENCES, INC. | |
|---|---|
| By: | /s/ Clay D. Shorrock |
| Name: Clay D. Shorrock | |
| Title: Chief Executive Officer |
Exhibit99.1
Applied DNA Rebrands as BNBPlus Corp., Elects Josh Kruger as Chairman of the Board
Rebrand Aligned with Yield-FocusedBNB Treasury and BNBX Ticker
Appointment Strengthens DeFiLeadership
STONY BROOK, N.Y.– November 17, 2025 – Applied DNA Sciences, Inc. (NASDAQ: BNBX) (the “Company”) today announced that it will change its name to BNB Plus Corp. (“BNB Plus”), reflecting the Company's commitment to delivering a yield-optimized, BNB-based digital asset treasury strategy leveraging the Binance ecosystem. Alongside the rebrand, the Company also announced the appointment of Josh Kruger as Chairman of the Board.
Mr. Kruger has deep expertise in managing blockchain-native assets for yield and capital efficiency. He is the founder of OnChain Alpha and previously served as Head of Trading at Coral Capital, which was acquired by DNA Fund in late 2024.
As part of the leadership transition, Judy Murrah has voluntarily stepped down as Chairperson of the Board and will continue to serve as a Director.
“Josh’s appointment signals our commitment to strengthening our DeFi leadership as we enter our next phase of growth,” said Clay Shorrock, CEO and President of BNB Plus. “We believe his deep expertise in sophisticated yield-generation strategies will prove instrumental as we expand our BNB holdings and execute our planned accretive yield model.”
“I’m excited to serve as Chairman during this transformative chapter for the Company,” said Josh Kruger, Chairman of the Board. “BNB Plus is building a bold financial architecture rooted in Binance-native tools, and I look forward to working with the team to drive disciplined execution and unlock new forms of shareholder value.”
Following its recent ticker change to BNBX, the Company initiated a formal rebranding process to BNB Plus, including the development of its soon-to-be launched website BNB.plus and additional investor materials. Further updates will be shared as the transition progresses.
About BNB Plus Corp.
BNB Plus is unlocking institutional-grade access to the Binance ecosystem, delivering non-directional yield strategies and long BNB exposure, powering the future of blockchain through a transparent, actively managed BNB treasury. The Company’s differentiated strategy blends sophisticated DeFi yield generation with Binance-native opportunities, unlocking access to high-performance digital assets for investors traditionally excluded from the space. Formally Applied DNA Sciences, Inc., BNB Plus continues to commercialize proprietary nucleic acid production solutions for the biopharmaceutical and diagnostics markets.
Forward Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Forward-looking statements are statements other than historical facts and address various matters including, without limitation, statements relating to the assets to be held by the Company, the expected future market, price and liquidity of the digital assets the Company acquires, statements regarding the potential for and amount of additional cash proceeds from warrant exercise, the macro and political conditions surrounding digital assets, the Company’s plan for value creation and strategic advantages, market size, market position, and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, future announcements and priorities, expectations regarding management, future financial and operating condition and performance, the expected financial impacts of the proposed transactions described herein and other projections or statements of plans and objectives.
These forward-looking statements are based on current expectations, estimates, assumptions, and projections, and involve known and unknown risks, uncertainties, and other factors—many of which are beyond the Company’s control—that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, failure to realize the anticipated benefits of the proposed digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of BNB and other cryptocurrencies; the illiquidity of the OBNB units owned by the Company, risks related to the Company’s ability to raise and deploy capital effectively; risks relating to an unproven yield generation strategy, the risk that the price of the Company’s common stock may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks related to the unknown returns, liquidity and/or token accumulation that the Company’s BNB treasury strategy will generate; 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 or other digital assets; as well as those risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements.
Visit www.BNB.plus for more information. Follow us on X and LinkedIn. Join our mailing list.
Investor Relations contact: John Ragozzino Jr., CFA BnB@icrinc.com
Web: www.BNB.plus
X: BNBX_Corp
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