Brand Engagement Network Inc. files regulatory reports that document its enterprise AI business, public securities, capital structure, governance, and material commercial agreements. Its filings identify common stock and redeemable warrants, disclose operating and financial results through annual reporting, and record current-report events involving reseller agreements, commercial collaborations, unregistered equity sales, warrant exercises, debt conversions, and financing arrangements.
BNAI filings also cover board and committee governance changes, shareholder voting and security-structure matters, notifications tied to periodic reporting, and risk and disclosure controls associated with an emerging growth public company. These records connect BEN’s AI engagement platform, Engagement Language Model (ELM™), closed-loop operating model, and commercialization activities with the company’s formal SEC disclosure obligations.
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.
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.