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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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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) |
Michael Komaransky 10830 SW 69 AVE, PINECREST, FL, 33156 786-778-1559 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/13/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 03815U607 |
| 1 |
Name of reporting person
KGPLA Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,548,337.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows (8), (10), (11) and (13) are based on 6,197,223 shares of Common Stock outstanding as of August 12, 2026, as reported on the cover page of the Issuer's Quarterly Report on Form 10-Q filed on August 13, 2026, and include 1,548,337 shares of Common Stock issuable upon conversion of Series B-1 Convertible Preferred Stock. The reported amount gives effect to the 19.99% Beneficial Ownership Limitation. Under Rule 13d-3(d)(1)(i), the percentage calculation uses 7,745,560 shares as the denominator, consisting of the 6,197,223 outstanding shares plus the 1,548,337 shares deemed outstanding for the Reporting Person.
SCHEDULE 13D
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| CUSIP No. | 03815U607 |
| 1 |
Name of reporting person
KOMARANSKY MICHAEL | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,548,337.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows (8), (10), (11) and (13) are based on 6,197,223 shares of Common Stock outstanding as of August 12, 2026, as reported on the cover page of the Issuer's Quarterly Report on Form 10-Q filed on August 13, 2026, and include 1,548,337 shares of Common Stock issuable upon conversion of Series B-1 Convertible Preferred Stock. The reported amount gives effect to the 19.99% Beneficial Ownership Limitation. Under Rule 13d-3(d)(1)(i), the percentage calculation uses 7,745,560 shares as the denominator, consisting of the 6,197,223 outstanding shares plus the 1,548,337 shares deemed outstanding for the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
COMMON STOCK, PAR VALUE $0.001 PER SHARE | |
| (b) | Name of Issuer:
BNB Plus Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
10830 SW 69 AVE, PINECREST,
FLORIDA
, 33156. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 4, 2026 (the "Original Schedule 13D") by KGPLA Holdings LLC ("KGPLA") and Michael Komaransky (collectively, the "Reporting Persons") with respect to the common stock, par value $0.001 per share (the "Common Stock"), of BNB Plus Corp. (the "Issuer"). Except as expressly amended and supplemented by this Amendment, the Original Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following: On July 30, 2026, the borrowing under the margin loan arrangement with Charles Schwab described in the Original Schedule 13D, the proceeds of which were transferred to KGPLA from its parent and used to fund the acquisition of the Series B-1 Preferred Stock and Common Warrants, was repaid in full by KGPLA's parent from its own funds. No securities of the Issuer are pledged as collateral for any indebtedness of the Reporting Persons, and no portion of the purchase price of the securities reported herein remains financed by borrowed funds. Except as set forth in this Amendment, Item 3 of the Original Schedule 13D remains unchanged. | ||
| Item 4. | Purpose of Transaction | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a), 5(b) and 5(c) of the Original Schedule 13D are hereby amended and restated as follows: As of August 13, 2026, each Reporting Person may be deemed to beneficially own 1,548,337 shares of Common Stock, representing approximately 19.99% of the Common Stock outstanding after giving effect to the issuance of the shares deemed beneficially owned by such Reporting Person. The reported amount consists of 1,548,337 shares of Common Stock issuable upon conversion of Series B-1 Preferred Stock and gives effect to the 19.99% Beneficial Ownership Limitation. Because the Reporting Persons hold 2,380,953 shares of Series B-1 Preferred Stock and Series F Warrants to purchase 2,380,953 shares of Common Stock, the reported amount represents less than all of the Common Stock underlying those securities. The percentage is calculated in accordance with Rule 13d-3(d)(1)(i) based on (i) 6,197,223 shares of Common Stock outstanding as of August 12, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 13, 2026, plus (ii) 1,548,337 shares of Common Stock deemed outstanding for the Reporting Person as a result of the Series B-1 Preferred Stock, for a total denominator of 7,745,560 shares. The Issuer's reported outstanding share count decreased from the 7,197,228 shares used in the Original Schedule 13D as a result of the retirement of Common Stock in connection with the May 2026 private placement transactions. | |
| (b) | KGPLA has shared voting power and shared dispositive power over 1,548,337 shares of Common Stock. Michael Komaransky, as manager of KGPLA, may be deemed to share voting power and dispositive power over the securities beneficially owned by KGPLA. | |
| (c) | The Reporting Persons have not effected any transactions in the Common Stock during the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following: On June 29, 2026, the Issuer and holders of at least 50.1% of the Registrable Securities (as defined in the Registration Rights Agreement), including KGPLA, entered into a First Amendment to the Registration Rights Agreement, effective June 23, 2026 (the "RRA Amendment"). The RRA Amendment amended the definition of "Filing Date" to extend the date by which the Issuer is required to file a registration statement covering the resale of the Preferred Stock Shares, Prefunded Warrant Shares and Common Warrant Shares to 30 calendar days following the date on which all purchasers of Registrable Securities have closed, provided that such final closing occurred on or before July 17, 2026. On August 5, 2026, the Issuer filed a registration statement on Form S-1 with the SEC covering, among other securities, the resale of the shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock and exercise of the Common Warrants held by KGPLA. The foregoing description of the RRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the RRA Amendment, a copy of which is incorporated by reference as Exhibit 99.5 hereto. Except as set forth in this Amendment, Item 6 of the Original Schedule 13D remains unchanged. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following exhibit: 99.5** First Amendment to Registration Rights Agreement, dated as of June 23, 2026, by and among BNB Plus Corp. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 2, 2026) https://www.sec.gov/Archives/edgar/data/744452/000110465926080325/tm2619665d1_ex10-1.htm ** Incorporated by reference herein. The Joint Filing Agreement filed as Exhibit 99.1 to the Original Schedule 13D applies to this Amendment. | ||
| 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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