Brand Engagement SEC Filings

Brand Engagement Network, Inc. entered into conversion agreements with several long-term investors, turning $1,250,004 of loans and short-term liabilities into common stock at $2.10 per share. Certain investors, including BEN Capital Fund I, LLC and others, also received matching numbers of short-term warrants exercisable at $2.10 per share, expiring in 90 days.

Alongside an earlier conversion of $504,684 at the same share price and additional negotiated settlements, the company reports reducing accounts payable by $250,010 and fully satisfying vendor obligations exceeding $487,306. In total, these steps lowered outstanding liabilities by $2,492,004 for Q4 2025, replacing various obligations with equity held by existing stakeholders.

Brand Engagement Network, Inc. reported that BEN Capital Fund One LLC converted $504,684 of matured debt into common stock at a conversion price of $2.10 per share, fully satisfying the related principal, accrued interest, and loan fees. The equity issuance was conducted as an unregistered private transaction relying on Section 4(a)(2) of the Securities Act and/or Regulation D.

Through this conversion, the company extinguished more than $500,000 of indebtedness owed to BEN Capital Fund 1 LLC. In addition, it previously reduced outstanding liabilities via settlements and payments with third parties, including a $250,010 reduction in accounts payable and satisfaction of vendor-related obligations exceeding $487,452. Taken together, these steps reduced outstanding liabilities by more than $1.24 million, easing the company’s debt and vendor burden.

Brand Engagement Network Inc. reported an insider stock sale by its SVP of Engineering, Venkata Ramana Pinnam. On 12/15/2025, the executive sold 267 shares of common stock at $2.585 per share. After this transaction, the officer beneficially owned 15,727 shares of Brand Engagement Network common stock, held as a direct ownership position.

Brand Engagement Network Inc. senior vice president of engineering Venkata Ramana Pinnam reported an open-market sale of company common stock. On 12/12/2025, he sold 3,728 shares of Brand Engagement Network common stock at a price of $2.6495 per share, and after this transaction he directly owned 15,994 shares of the company’s common stock.

Brand Engagement Network Inc. reported that on December 11, 2025 it issued a press release announcing the formation of Skye Salud and a strategic partnership with KNOBLOCH Information Group and Skye Inteligencia LATAM.

The press release is furnished as Exhibit 99.1 and incorporated by reference, providing additional details on the creation of Skye Salud and the related strategic collaboration.

Brand Engagement Network Inc. (BNAI) reported continued losses and tight liquidity in its Q3 2025 10-Q. For the quarter ended September 30, 2025, revenue was $60,120, slightly above $50,000 a year earlier, but the company posted a net loss of $2,481,975 versus a $5,823,083 loss in the prior-year quarter. For the nine months, revenue was $75,120 compared with $99,790 in 2024, with net loss narrowing to $5,187,125 from $15,757,196.

Cash and cash equivalents were $102,715 as of September 30, 2025, against net cash used in operating activities of $5,344,393 for the nine months, and an accumulated deficit of $52,204,274. Management states that these factors, along with expected ongoing operating losses, raise substantial doubt about the company’s ability to continue as a going concern. To support liquidity, BNAI has relied on sales of common stock, warrant exercises, promissory and convertible notes, a $50,000,000 Standby Equity Purchase Agreement with Yorkville, and multiple securities purchase agreements, while also recording $3,611,388 of gain on debt extinguishment year-to-date.

Brand Engagement Network Inc. (BNAI) filed a prospectus supplement covering 28,370,786 shares of common stock. The supplement updates the company’s September 25, 2024 S-1 prospectus by incorporating recent SEC filings, including its 2024 Form 10-K and subsequent 8-Ks and 10-Q items, to provide the latest business and financial disclosures.

The company’s common stock and public warrants trade on Nasdaq as “BNAI” and “BNAIW.” On November 11, 2025, the last reported sales prices were $0.4118 per share for the common stock and $0.07 per public warrant; each whole public warrant is exercisable at $11.50 per share. BNAI is classified as an emerging growth company and a smaller reporting company. As context, shares outstanding were 42,274,461 as of March 27, 2025; this is a baseline figure, not the amount being offered.

Brand Engagement Network (BNAI) entered into a Reseller Agreement and a Shareholder Agreement with SKYE Inteligencia LATAM to commercialize BEN’s AI technology across Latin America and Spain.

Under the Shareholder Agreement, SKYE LATAM provided a $5,000,000 preferred capital contribution to BEN, recognized as intellectual property licensing revenue under U.S. GAAP. BEN received 25% of SKYE LATAM’s common stock and a board seat, along with pre-emptive, tag‑along, drag‑along, and information rights. Dividends, capital increases, and share issuances are restricted until the $5,000,000 contribution is fully paid or capitalized.

Under the Reseller Agreement, SKYE LATAM is the exclusive reseller for the government sector in the territory and has non‑exclusive rights in other industries. BEN is entitled to 35% of gross revenues from software, SaaS, services, and subscriptions across all industries in the territory. The agreements include standard non‑compete terms and a right of first refusal on any sale of SKYE LATAM’s controlling interest or substantial assets. The prior Vybroo reseller agreement will be assigned to SKYE LATAM.