Brand Engagement Network Announces a 1-for-10 Reverse Stock Split

Rhea-AI Summary

Brand Engagement Network (NASDAQ: BNAI) will effect a 1-for-10 reverse stock split of its common stock effective at 12:01 a.m. ET on December 12, 2025. At the effective time, every ten shares will be combined into one share; the reverse split does not change the number of authorized shares or the par value.

The common stock will continue to trade on The Nasdaq Capital Market under the symbol BNAI and will begin trading on a split-adjusted basis at market open on December 12, 2025. The new CUSIP will be 104932207. Fractional shares will be paid in cash based on the prior trading-day closing price. Continental Stock Transfer & Trust Company is the exchange agent; brokerage-held and book-entry accounts will be adjusted automatically.

Positive

• Consolidates shares via a 1-for-10 reverse split effective Dec 12, 2025
• Common stock will remain listed on Nasdaq Capital Market under BNAI
• Fractional holdings converted to cash in lieu based on pre-split closing price

Negative

• None.

News Market Reaction

-10.71%

18 alerts

-10.71% News Effect

+17.1% Peak Tracked

-19.0% Trough Tracked

-$2M Valuation Impact

$20M Market Cap

0.1x Rel. Volume

On the day this news was published, BNAI declined 10.71%, reflecting a significant negative market reaction. Argus tracked a peak move of +17.1% during that session. Argus tracked a trough of -19.0% from its starting point during tracking. Our momentum scanner triggered 18 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $2M from the company's valuation, bringing the market cap to $20M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Reverse split ratio: 1-for-10 Effective time: 12:01 a.m. Eastern Time Share combination: 10 shares into 1 +1 more

4 metrics

Reverse split ratio 1-for-10 Common stock reverse split effective December 12, 2025

Effective time 12:01 a.m. Eastern Time Reverse split effectiveness on December 12, 2025

Share combination 10 shares into 1 Each ten common shares automatically combined into one

New CUSIP 104932 207 CUSIP for post-split common stock

Market Reality Check

Price: $23.32 Vol: Volume 760,498 is below t...

low vol

$23.32 Last Close

Volume Volume 760,498 is below the 20-day average of 1,833,961, suggesting muted trading interest ahead of the reverse split. low

Technical Shares at $0.284 are trading below the 200-day moving average of $0.36, reflecting a weak longer-term trend going into the split.

Peers on Argus

Peer moves appear mixed, with names like DigiAsia (FAAS) down 8.3% and Datasea (...

1 Up 1 Down

Peer moves appear mixed, with names like DigiAsia (FAAS) down 8.3% and Datasea (DTSS) up 12.8%, indicating BNAI’s reverse split news is more stock-specific than sector-driven.

Historical Context

5 past events · Latest: Dec 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Healthcare JV launch	Positive	+7.5%	Formation of Skye Salud to build AI healthcare platform for Mexico.
Dec 02	Reverse stock split	Negative	-10.7%	Board implements 1-for-10 reverse split effective December 12, 2025.
Nov 10	AI licensing deal	Positive	+28.4%	Finalized $5M exclusive AI licensing partnership across Latin America and Spain.
Oct 14	Q2 2025 earnings	Positive	-6.9%	Reported small net income on debt gain with sharply lower operating expenses.
Sep 19	Board & product update	Positive	-3.2%	Added board member and planned debut of new insurance AI Agent in London.

Pattern Detected

Recent news shows a mix of reactions: strategic and partnership announcements often saw gains, while capital‑structure and earnings items sometimes faced selling, indicating inconsistent alignment between news tone and price moves.

Recent Company History

This announcement follows a period of strategic deals and financial strain for Brand Engagement Network. A $5,000,000 AI licensing partnership in Latin America on Nov 10, 2025 drove a strong positive reaction, while Q2 2025 results and later SEC filings highlighted minimal revenue, heavy cash burn, and going‑concern warnings. The November DEF 14A outlined plans for a reverse stock split to address Nasdaq bid‑price compliance. The current 1‑for‑10 split decision fits into this broader effort to manage listing standards amid tight liquidity.

Market Pulse Summary

The stock dropped -10.7% in the session following this news. A negative reaction despite the mechani...

Analysis

The stock dropped -10.7% in the session following this news. A negative reaction despite the mechanical nature of a 1‑for‑10 reverse split fits a pattern where capital‑structure steps coincide with selling. Recent filings reported minimal revenue, substantial net losses, and going‑concern doubts, which can amplify concern around a reverse split. Past events, including earnings and governance updates, sometimes saw declines even when operational news was constructive, suggesting sensitivity to dilution and balance‑sheet issues.

Key Terms

reverse stock split, Nasdaq Capital Market, CUSIP, Form 8-K

4 terms

reverse stock split financial

"announced that it will effect a 1-for-10 reverse stock split of its common stock"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Nasdaq Capital Market regulatory

"will continue trading on The Nasdaq Capital Market under the ticker symbol"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

CUSIP technical

"The new CUSIP number will be 104932 207."

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

Form 8-K regulatory

"Further details are available in the Company's Form 8-K filed with the"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. Not financial advice.

WILMINGTON, Del., Dec. 2, 2025 /PRNewswire/ -- Brand Engagement Network Inc. ("BEN" or the "Company") (NASDAQ: BNAI) today announced that it will effect a 1-for-10 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on December 12, 2025. At the effective time, every ten shares of the Company's common stock will be automatically combined into one share. The reverse stock split will not impact the number of authorized shares or the par value of the common stock.

Following the reverse stock split, the Company's common stock will continue trading on The Nasdaq Capital Market under the ticker symbol "BNAI" and will begin trading on a split-adjusted basis at market open on December 12, 2025. The new CUSIP number will be 104932 207.

Cash in Lieu of Fractional Shares
No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise receive a fractional share will receive a cash payment equal to the fractional share amount multiplied by the closing price of the Company's common stock on the trading day immediately prior to the effective time.

Continental Stock Transfer & Trust Company is acting as the exchange agent for the reverse stock split. Stockholders holding shares in book-entry or through a broker will have their accounts automatically adjusted and do not need to take any action.

Further details are available in the Company's Form 8-K filed with the Securities and Exchange Commission on December 1, 2025.

About Brand Engagement Network, Inc. (BEN)Brand Engagement Network, Inc. (BEN) (Nasdaq: BNAI) develops conversational AI agents built for regulated and customer-centric industries. Its proprietary Engagement Language Model (ELM™) with retrieval-augmented generation enables enterprises to deploy multimodal, compliance-first AI across chat, voice, avatar, and digital channels. With 21 issued patents, a growing IP portfolio, and early adoption across life sciences, healthcare, insurance, financial services, hospitality, retail, and automotive, BEN is positioned at the intersection of enterprise AI adoption and rising regulatory demand. For more information, visit www.beninc.ai.

Forward-Looking Statements
This press release contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the reverse stock split and related expectations. Actual results may differ materially due to risks and uncertainties involving market conditions, operational and regulatory factors, technology changes, competitive dynamics, and other risks detailed in our SEC filings. We do not undertake to update these statements except as required by law.

View original content to download multimedia:https://www.prnewswire.com/news-releases/brand-engagement-network-announces-a-1-for-10-reverse-stock-split-302630928.html

SOURCE Brand Engagement Network, Inc. (BEN)

FAQ

What does the 1-for-10 reverse split mean for BNAI shareholders on Dec 12, 2025?

Every ten pre-split shares will be combined into one post-split share effective 12:01 a.m. ET on Dec 12, 2025.

Will BNAI keep trading on Nasdaq after the reverse split?

Yes. BNAI will continue trading on The Nasdaq Capital Market under the same ticker BNAI with split-adjusted trading at market open on Dec 12, 2025.

How are fractional BNAI shares handled after the 1-for-10 reverse split?

No fractional shares will be issued; holders entitled to fractional shares will receive a cash payment equal to the fractional amount times the closing price the trading day before the effective time.

Do BNAI shareholders need to take action for the reverse split?

No action is required for shareholders holding shares in book-entry or through a broker; accounts will be adjusted automatically.

Who is acting as exchange agent for the BNAI reverse stock split?

Continental Stock Transfer & Trust Company is the exchange agent for the reverse split.

Will the reverse split change BNAI's authorized shares or par value?

No. The reverse split will not affect the number of authorized shares or the par value of BNAI common stock.