KGPLA Holdings LLC is deemed to beneficially own 1,548,337 BNB Plus Corp. common shares, representing approximately 19.99%, or 20.0%, of the stock. The position gives KGPLA shared voting and dispositive power, while its preferred stock and warrants remain subject to the beneficial ownership limitation and a registration statement covering resale.

Key Highlights

  • KGPLA Holdings LLC is deemed to beneficially own 1,548,337 BNB Plus Corp. common shares, representing approximately 20.0% of the reported ownership denominator.
  • The ownership calculation uses 7,745,560 shares, including 6,197,223 outstanding shares and shares deemed outstanding for KGPLA.
  • BNB Plus Corp. filed a registration statement on August 5 covering resale of common shares tied to KGPLA’s preferred stock and warrants.

BNB Plus Corp. (NASDAQ: BNBX) has an activist Shareholder deemed to beneficially own 1,548,337 common shares. KGPLA has shared voting and dispositive power over the position. Michael Komaransky may also be deemed to share those powers as KGPLA’s manager.

KGPLA’s Beneficial Position

The calculation uses 7,745,560 shares as its denominator.

Ownership Count Recalculated

The decrease resulted from the retirement of common stock connected with the May private Placement transactions.

The updated calculation is based on 6,197,223 common shares outstanding as of August 12, as reported by BNB Plus Corp. on August 13. KGPLA and Komaransky are each deemed to beneficially own the same 1,548,337-share position.

KGPLA’s parent repaid in full on July 30 the borrowing under a Margin Loan arrangement with Charles Schwab. The repayment came from the parent’s own funds, and no BNB Plus Corp. securities are pledged as Collateral for indebtedness of the reporting persons.

Registration Timetable Extended

BNB Plus Corp. filed a registration statement on August 5 covering, among other securities, common shares issuable when KGPLA’s Series B-1 Preferred Stock is converted and its Common Warrants are exercised.

Source(s)

  • https://www.sec.gov/Archives/edgar/data/744452/000147793226005292/primary_doc.xml