Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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BNB PLUS CORP. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
03815U607 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 03815U607 |
| 1 | Names of Reporting Persons
Off the Chain LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
460,343.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 03815U607 |
| 1 | Names of Reporting Persons
Off the Chain Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
460,343.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, HC |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BNB PLUS CORP. | |
| (b) | Address of issuer's principal executive offices:
50 Health Sciences Drive, Stony Brook, New York 11790 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Off the Chain LP (ii) Off the Chain Capital, LLC | |
| (b) | Address or principal business office or, if none, residence:
(i)10337 Los Feliz Dr., Orlando, FL 32836 | |
| (c) | Citizenship:
(i) Off the Chain LP - Delaware (ii) Off the Chain Capital, LLC - Delaware | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
03815U607 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(a) Amount Beneficially Owned. 460,343, which includes 217,840 shares (the "Shares") of Common Stock (the "Common Stock") of BNB Plus Corp. (the "Issuer") and 242,503 shares of Common Stock underlying certain Warrants. OTC LP is the record holder of pre-funded warrants that are exercisable for 1,288,186 shares of Common Stock (the "Pre-Funded Warrants") and Common Stock warrants that are exercisable for 1,506,026 shares of Common Stock (the "Common Stock Warrants" and together with the Pre-Funded Warrants, the "Warrants"). The Warrants contain a beneficial ownership limitation so that in no event shall the holder's beneficial ownership exceed 9.99% (the "Blocker"), and therefore, the number of shares beneficially owned only includes 242,503 shares of Common Stock underlying the Warrants as the Blocker limits OTC LP from exercising for any additional shares of Common Stock. Off the Chain LP is the record holder of the Shares and the Warrants. Off the Chain Capital, LLC, as the manager of Off the Chain LP, has investment discretion over the Shares, Warrants and the shares of Common Stock underlying the Warrants. | |
| (b) | Percent of class:
9.99%. Based on 4,365,541 shares of Common Stock outstanding as of December 15, 2025, as provided by the Issuer in its Annual Report on Form 10-K filed with the SEC on December 22, 2025, plus the 242,503 shares of Common Stock underlying the Warrants. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Off the Chain LP: 0 Off the Chain Capital, LLC: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Off the Chain LP: 460,343 Off the Chain Capital, LLC: 460,343 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Off the Chain LP: 0 Off the Chain Capital, LLC: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Off the Chain LP: 460,343 Off the Chain Capital, LLC: 460,343 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement. |