8-K

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): December 12, 2025

BNB Plus Corp.

(Exact name of registrant as specified in its charter)

50 Health Sciences Drive

Stony Brook, New York 11790

(Address of principal executive offices) (Zip Code)

631-240-8800

(Registrants’ telephone number, including area code)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.07 Submission of Matters to a Vote ofSecurity Holders.

On December 12, 2025, the Company held a special meeting of stockholders (the “Special Meeting”). The following proposals were voted on and were approved by the Company’s stockholders at the Special Meeting with the stockholders having voted as set forth below:

I. To approve, in accordance with Nasdaq Listing Rules 5635(a) and 5635(d), the exercisability of certain pre-funded warrants and common stock purchase warrants, and the issuance of the Common Stock underlying such pre-funded warrants and warrants, which pre-funded warrants and warrants were issued pursuant to a securities purchase agreement dated September 29, 2025.

II. To approve an amendment to our Certificate of Incorporation, as amended, to increase the number of authorized shares of our Common Stock from 200,000,000 to 500,000,000.

III. To approve an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of authorized shares of Common Stock reserved for issuance by 5,000,000 shares.

Each of the foregoing voting results from the Special Meeting is final. Based on the foregoing votes, each of the proposals was approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.