Brand Engagement SEC Filings

Brand Engagement Network Inc. (BNAI) filed its definitive proxy for the virtual 2025 Annual Meeting on November 26, 2025 at 10:00 a.m. Pacific Time. Stockholders will vote on three items: elect two Class I directors, ratify L.J. Soldinger Associates, LLC as independent auditor for 2025, and approve an amendment authorizing a reverse stock split at a ratio of 1-for-2 up to 1-for-10, with the exact ratio set by the Board.

The Board recommends a vote FOR all proposals. The reverse split is intended to help regain compliance with Nasdaq’s $1.00 minimum bid price rule during an extended period ending December 29, 2025. It would reduce outstanding shares from 44,880,795 (as of September 30, 2025) to between 4,488,080 and 22,440,398, while authorized shares remain 750,000,000. No fractional shares will be issued; cash will be paid for fractions based on the closing price before effectiveness.

Holders of 45,139,886 shares of common stock as of the November 3, 2025 record date are entitled to one vote per share and may attend and vote online.

Brand Engagement Network (BNAI) furnished an update on October 14, 2025, announcing financial results for the quarter and year ended June 30, 2025. The company provided a press release as Exhibit 99.1 and prepared remarks as Exhibit 99.2. The information was furnished, not filed, meaning it is not subject to Section 18 liability and is only incorporated by reference where expressly stated.

Brand Engagement Network Inc. (BNAI) filed Amendment No. 1 to its Q2 2025 10-Q to add Exhibit 101 (XBRL), correct a minor typographical error, and update the exhibit index; no other disclosures were changed.

Operationally, the company reported Q2 net income of $905,080, primarily from a $3.96 million gain on debt extinguishment. Six-month results showed a net loss of $2.71 million on modest revenue ($5,000 in Q2; $15,000 year-to-date). Cash and cash equivalents were $20,356 at June 30, 2025, with total liabilities of $11.30 million and stockholders’ equity of $5.73 million.

The company disclosed substantial doubt about its ability to continue as a going concern. It was in default under a Yorkville promissory note and a $1.9 million Cohen convertible note as of June 30, 2025, and is negotiating with the counterparties. As of September 30, 2025, there were 44,880,795 common shares and 10,315,024 public warrants outstanding.

Brand Engagement Network (BNAI) filed its Q2 2025 10‑Q, showing a small quarterly profit driven by non-operating items alongside tight liquidity. The company reported net income of $905,080 for the three months ended June 30, 2025, primarily due to a gain on debt extinguishment of $3,959,054, while revenue was $5,000. For the first half of 2025, it posted a net loss of $2,705,150 on revenue of $15,000.

Operating cash use remained heavy, with net cash used in operating activities of $5,237,134 for the six months. Cash and cash equivalents were $20,356 at June 30, 2025. Total liabilities were $11,296,786 and stockholders’ equity was $5,725,146. The company disclosed a going concern uncertainty and noted defaults under a Yorkville promissory note and a convertible note, while negotiations are ongoing. Warrant liabilities declined to $494,873 from $919,050 at year-end, reflecting fair value changes.

Shares outstanding were 43,801,488 as of June 30, 2025; the company also describes equity arrangements, including a $50,000,000 Standby Equity Purchase Agreement, which is subject to market-based constraints.