Welcome to our dedicated page for Brand Engagement SEC filings (Ticker: BNAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Brand Engagement Network Inc. (BNAI) SEC filings page on Stock Titan provides direct access to the company’s official disclosures filed with the U.S. Securities and Exchange Commission. As a Nasdaq-listed technology issuer in the Software – Infrastructure space, BEN uses filings such as Forms 10-K, 10-Q, 8-K, DEF 14A, and other reports to describe its business, financial condition, governance, and material agreements.
Current reports on Form 8-K are particularly important for tracking BEN’s material events. Recent 8-K filings detail a Vendor Services Project Agreement for a custom AI engagement communication solution for a top-10 global pharmaceutical client, a reseller and shareholder structure with Skye Inteligencia LATAM to commercialize BEN’s AI across Latin America and Spain, and multiple debt-to-equity conversions and settlements that reduced outstanding liabilities and extinguished specific indebtedness. Other 8-Ks address earnings releases, termination of a proposed acquisition, and Nasdaq listing compliance matters.
Periodic reports such as the Form 10-Q and Form 10-K, referenced in BEN’s press releases, provide broader context on revenue from conversational AI solutions, operating expenses, other income, stockholders’ equity, and detailed risk factors related to its generative AI business model. A Form 12b-25 (NT 10-Q) filing explains timing for a delayed quarterly report and the company’s intent to file within the permitted extension period.
Proxy materials, including the definitive proxy statement on Schedule 14A, outline BEN’s corporate governance, board structure, director elections, auditor ratification, and actions such as the reverse stock split amendment to its certificate of incorporation. These documents help investors understand how the company is governed and how key corporate actions are approved.
On Stock Titan, BEN’s filings are updated in near real time as they appear on EDGAR. AI-powered summaries highlight the core topics in each document—such as new agreements, balance sheet changes, governance decisions, or listing notices—so readers can quickly see what changed without parsing every page. Users can also review Form 4 and related insider transaction filings, when available, to see equity transactions by directors and officers, and consult 10-K and 10-Q reports for segment descriptions, risk factors, and management’s discussion and analysis related to BEN’s conversational AI and regulated-industry focus.
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 Inc. is asking stockholders to act on several key items at its November 26, 2025 virtual-only annual meeting. Stockholders will vote to elect two Class I directors, Ruy Carrasco and Thomas Morgan Jr., to three-year terms, and to ratify L.J. Soldinger Associates, LLC as independent auditor for 2025.
The most significant proposal is approval of an amendment to the Certificate of Incorporation to allow a reverse stock split of common stock in a range of 1-for-2 to 1-for-10, with the exact ratio set by the Board. As of September 30, 2025, 44,880,795 shares were outstanding; the split would proportionally reduce this count while keeping 750,000,000 authorized shares unchanged. The stated goal is to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement and avoid potential delisting, while leaving each holder’s ownership percentage essentially unchanged aside from fractional-share adjustments.
The proxy also outlines BEN’s governance framework, including a largely independent board, established audit, compensation, nominating, and special litigation committees, and an equity-heavy director compensation program with stock ownership guidelines designed to align directors with long-term stockholder interests.
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.
Brand Engagement Network Inc. filed a report describing the termination of its planned acquisition of Cataneo GmbH and a change to its board. The company and the Cataneo sellers ended the Share Purchase and Transfer Agreement under which Brand Engagement Network would have acquired all of Cataneo’s equity for an aggregate cash and stock price of $19.5 million.
Following several amendments that included non‑refundable down-payments and a contractually defined withdrawal right for the sellers, the sellers delivered a withdrawal notice on September 14, 2025. In connection with the termination, the company will make a final payment of $100,000, bringing total non‑refundable payments tied to the deal to approximately $650,000, and each side otherwise bears its own expenses. Confidentiality obligations under the agreement continue, while exclusivity and similar undertakings have lapsed.
The report also notes that the board appointed Ruy Carrasco, M.D., the company’s Chief Medical Informatics Officer, as a director, without additional compensation and not independent under Nasdaq rules due to his employment. The company states that not proceeding with the Cataneo acquisition allows greater focus on core growth programs and active customer deployments, while it continues to evaluate selective strategic opportunities.
Brand Engagement Network Inc. reported that it received a notice from Nasdaq on August 21, 2025 for failing to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The notice states the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) and gives it until October 20, 2025 to regain compliance by filing the report or submitting a compliance plan.
If a plan is submitted and accepted, Nasdaq may grant up to February 17, 2026 for the company to regain compliance. The notice does not immediately affect the listing of the company’s common stock on Nasdaq. The company intends to file the delayed quarterly report as soon as possible and has also issued a press release describing the notice.