UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security 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.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 1,642,390 | 32,343 | 2,403 | 458,660 | |||||||||||
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.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 1,971,926 | 159,690 | 4,180 | 0 | |||||||||||
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.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 1,613,405 | 40,684 | 23,047 | 458,660 | |||||||||||
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.
| BNB Plus Corp. | ||
| Date: December 15, 2025 | By: | /s/ Clay Shorrock |
| Name: | Clay Shorrock | |
| Title: | Chief Executive Officer | |