Core Viewpoint - Brand Engagement Network Inc. (NASDAQ:BNAI) is implementing a 1-for-10 reverse stock split on December 12, 2025, to consolidate shares and potentially improve market perception of the stock [1]. Group 1: Reverse Stock Split Details - The reverse stock split will not change the number of authorized shares or the par value of BNAI's common stock, meaning the overall structure remains unchanged despite a decrease in shares held by investors [2]. - The stock will continue trading on the Nasdaq Capital Market under the same symbol, BNAI, but will have a new CUSIP number, 104932 207 [2]. Group 2: Current Stock Performance - BNAI is currently priced at $0.26, with a decrease of 6.09% today, and has traded between $0.26 and $0.28 during the day [3]. - Over the past year, BNAI has experienced a high of $1.18 and a low of $0.23, indicating volatility in its trading pattern [3]. Group 3: Market Capitalization and Trading Volume - BNAI's market capitalization is approximately $11.97 million, with a trading volume of 1,537,663 shares [4]. - The reverse stock split may impact these figures by altering the stock's price and trading dynamics, and no fractional shares will be issued; instead, stockholders entitled to fractional shares will receive a cash payment [4].

Core Points - Brand Engagement Network Inc. (BEN) will implement a 1-for-10 reverse stock split effective December 12, 2025, at 12:01 a.m. Eastern Time [1] - The reverse stock split will not affect the number of authorized shares or the par value of the common stock [1] - Post-split, the common stock will continue trading on The Nasdaq Capital Market under the ticker symbol "BNAI" [2] - No fractional shares will be issued; stockholders entitled to fractional shares will receive cash payments based on the closing price prior to the effective time [3] - Continental Stock Transfer & Trust Company will act as the exchange agent for the reverse stock split, with automatic adjustments for stockholders holding shares in book-entry or through a broker [4] Company Overview - Brand Engagement Network, Inc. (BEN) specializes in developing conversational AI agents for regulated and customer-centric industries [5] - The company utilizes its proprietary Engagement Language Model (ELM™) to enable enterprises to deploy multimodal, compliance-first AI across various channels [5] - BEN holds 21 issued patents and has a growing intellectual property portfolio, with early adoption in sectors such as life sciences, healthcare, insurance, financial services, hospitality, retail, and automotive [5]

Group 1 - The BEN 2025 Annual Meeting of Shareholders is being held, with Tyler Luck serving as Acting CEO and Chairman of the meeting [1][2] - Only shareholders of record as of November 3, 2025, are eligible to vote on the proposals presented during the meeting [3] - Shareholders can cast their votes and submit questions through the meeting web page, with responses provided by the Investor Relations team after the meeting [3]

Financial Performance - Revenue for Q3 2025 reached $60.12 million, a 20.24% increase from $50.00 million in Q3 2024[17] - Gross profit for the nine months ended September 30, 2025, was $75.12 million, compared to $99.79 million for the same period in 2024, reflecting a decrease of 24.83%[17] - The net loss for Q3 2025 was $2.48 million, compared to a net loss of $5.82 million in Q3 2024, indicating an improvement of 57.45%[17] - For the nine months ended September 30, 2025, the company reported a net loss of $5,187,125, a significant improvement compared to a net loss of $15,757,196 for the same period in 2024, representing a reduction of approximately 67%[24] - The net loss for the three months ended September 30, 2025 was $2,481,975, a significant improvement of $3,341,108 from a net loss of $5,823,083 in 2024[156] - The Company incurred a net loss of $5,187,125 for the nine months ended September 30, 2025, an improvement of $10,570,071 compared to a net loss of $15,757,196 in 2024[163] Assets and Liabilities - Total current assets increased to $1.83 billion as of September 30, 2025, up from $1.23 billion at the end of 2024, representing a growth of 49.49%[16] - Total liabilities decreased to $12.92 billion from $15.51 billion at the end of 2024, a reduction of 16.73%[16] - The company reported a total stockholders' equity of $3.45 million as of September 30, 2025, an increase from $2.64 million at the end of 2024, reflecting a growth of 30.54%[16] - The company had an accumulated deficit of $52,204,274 as of September 30, 2025, highlighting ongoing financial challenges[28] - The Company’s cash and cash equivalents at the end of the year were $102,715, a slight increase from $72,878 at the end of the previous year[24] Operating Expenses - Operating expenses for the nine months ended September 30, 2025, totaled $9.37 million, down from $18.50 million in the same period of 2024, a decrease of 49.33%[17] - General and administrative expenses decreased to approximately $1,451,867 for the three months ended September 30, 2025, down by approximately $2,752,079 from $4,203,946 in 2024[156][158] - Total operating expenses for the three months ended September 30, 2025 were $2,376,733, a decrease of $2,952,779 compared to $5,329,512 in 2024[156] Cash Flow - The company experienced cash used in operating activities of $5,344,393 for the nine months ended September 30, 2025, compared to $11,666,133 for the same period in 2024, indicating a 54% decrease in cash outflow[24] - Cash used in operating activities for the nine months ended September 30, 2025, was approximately $5.34 million, a decrease from $11.67 million in the same period of 2024[195][197] - Cash provided by financing activities for the nine months ended September 30, 2025, was approximately $5.88 million, compared to $10.27 million in 2024[199] Stock and Financing Activities - The company issued 1,186,426 shares of common stock during the period, raising approximately $1.33 million in additional paid-in capital[19] - The company raised $2,654,513 from the sale of common stock during the nine months ended September 30, 2025, compared to $10,274,937 in the same period of 2024, reflecting a decrease of approximately 74%[24] - The Company issued 1,185,000 shares at $5.00 per share, totaling $5,925,000[88] - The Company issued 1,500,000 shares to Yorkville during the nine months ended September 30, 2025[178] Debt and Defaults - The company issued a promissory note of approximately $1,700,000, with a maturity date of March 11, 2025, and is currently in default[77] - As of September 30, 2025, the Company is in default on the Yorkville Promissory Note with an outstanding balance of $416,667, which was settled for $487,453[134] - The Cohen Convertible Note, issued for $1.9 million, is in default with an outstanding balance of $760,000 as of September 30, 2025[135] Future Outlook - The company anticipates continuing to incur operating losses and negative cash flows for at least the next 12 months, raising substantial doubt about its ability to continue as a going concern[28] - The Company expects to continue seeking additional funds primarily through the issuance of debt or equity securities to support its operations[190] - The Company plans to raise additional capital through equity or debt financing to fund operations and product development[171] Research and Development - The company’s research and development activities are supported by an office in the Republic of Korea, focusing on innovative AI technologies[39] - The Company has a significant intellectual property portfolio that is expected to be a cornerstone for its AI solutions in targeted industries such as automotive, healthcare, and financial services[130] Agreements and Partnerships - The Company entered into a definitive Shareholder, License and Reseller Agreement with SKYE LATAM on November 6, 2025, to expand its AI footprint in Latin America and Spain[127] - The Company has established a partnership with SKYE Inteligencia LATAM to commercialize its AI technology across Latin America and Spain, receiving 25% of SKYE LATAM's common stock and 35% of gross revenues from software and services[132] - The Company entered into a reseller agreement with AFG, issuing a nontransferable warrant for 3,750,000 shares of common stock[83] Compliance and Internal Controls - The Company plans to remediate a material weakness in internal controls over financial reporting, including hiring a Chief Financial Officer and engaging third-party professionals for complex accounting matters[211] - The Company has no off-balance sheet financing arrangements as of September 30, 2025[203]

Core Insights - Brand Engagement Network, Inc. (BEN) has completed a strategic partnership with SKYE Inteligencia LATAM, S.A.P.I. de C.V. to enhance AI solutions in regulated markets [1][2] - The partnership aims to leverage BEN's Engagement Language Model (ELM™) and Retrieval-Augmented Generation (RAG) to provide compliant AI solutions, addressing data sovereignty mandates in Latin America [1][2] Company Overview - BEN specializes in developing conversational AI agents tailored for regulated industries, utilizing its proprietary ELM™ technology [3] - The company holds 21 issued patents and is positioned at the intersection of enterprise AI and regulatory demand [3] Partnership Details - The partnership includes a $5 million preferred equity contribution from SKYE LATAM to BEN, recognized as IP licensing revenue [5] - BEN will hold a 25% common stock ownership in SKYE LATAM and a board seat, along with a 35% revenue share on software, SaaS, services, and subscriptions across all industries [5] - The agreement grants exclusive government-sector licensing rights in Latin America and Spain, with non-exclusive rights in other verticals [5] Market Context - The partnership is expected to drive AI adoption in Latin America, a region with over 663 million people, and is seen as a significant step in the digital transformation of the area [2] - The collaboration is positioned to empower governments and enterprises to modernize while adhering to local data laws, thus leading the AI revolution in Latin America [2]

[General Information](index=1&type=section&id=General%20Information) This section provides foundational details about Brand Engagement Network Inc., including its registration, securities, and regulatory status [Registrant Information](index=1&type=section&id=Registrant%20Information) This section details Brand Engagement Network Inc.'s legal structure, operational address, and contact information - Brand Engagement Network Inc. is a Delaware corporation with its principal executive offices located at 300 Delaware Ave, Suite 210, Wilmington, DE 19801[2](index=2&type=chunk) - The registrant's telephone number is (650) 714-2747[2](index=2&type=chunk) [Securities Registered](index=1&type=section&id=Securities%20Registered) This outlines Brand Engagement Network Inc.'s registered securities, including trading symbols and exchange listings | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Common Stock, par value $0.0001 per share | BNAI | The Nasdaq Stock Market LLC | | Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | BNAIW | The Nasdaq Stock Market LLC | [Emerging Growth Company Status](index=1&type=section&id=Emerging%20Growth%20Company%20Status) This section confirms Brand Engagement Network Inc.'s designation as an 'emerging growth company' - Brand Engagement Network Inc. is designated as an 'Emerging growth company'[4](index=4&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=3&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This item reports Brand Engagement Network Inc.'s financial results for the quarter and year ended June 30, 2025 - On October 14, 2025, Brand Engagement Network Inc. issued a press release announcing its financial results for the quarter and year ended June 30, 2025[5](index=5&type=chunk) - The press release (Exhibit 99.1) is furnished as part of this report but is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, limiting associated liabilities[5](index=5&type=chunk)[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=3&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits accompanying the Form 8-K filing, detailing financial results and related documents | Exhibit No. | Description of Exhibit | | :--- | :--- | | 99.1 | Press Release of Brand Engagement Network Inc., issued October 14, 2025 (furnished pursuant to Item 2.02) | | 99.2 | Prepared Remarks for the Second Quarter ending June 30, 2025 Earnings Call, dated October 14, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signature](index=4&type=section&id=Signature) This section formally concludes the report, authorized and signed by the registrant's Chief Financial Officer - The report was signed by Walid Khiari, Chief Financial Officer of Brand Engagement Network Inc., on October 14, 2025[9](index=9&type=chunk)[10](index=10&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This cautionary statement advises readers that the report contains forward-looking statements, subject to various risks and uncertainties - The report includes forward-looking statements that reflect current expectations but are subject to known and unknown risks, uncertainties, and other factors, which may cause actual results to differ materially[11](index=11&type=chunk) - The company disclaims any intention or obligation to publicly update or revise any forward-looking statements[11](index=11&type=chunk) - Risk factors are further detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and other SEC filings[11](index=11&type=chunk)

Core Insights - Brand Engagement Network Inc. (BEN) reported significant financial improvements in Q2 2025, highlighting a focus on cost reduction and strategic management actions to foster long-term growth [1][8]. Strategic Achievements - The Acting CEO emphasized the company's commitment to strengthening its foundation through disciplined management and cost reductions, which are essential for sustainable growth [1]. - The Innovation Lab in Seoul is pivotal in driving product innovation, particularly in conversational AI, contributing to the company's global success [1]. Financial Highlights - Revenue for Q2 2025 reached $5,000, a notable increase from zero in Q2 2024, indicating early traction in conversational AI solutions [8]. - Operating expenses decreased by 55.6% to $2.8 million from $6.3 million in Q2 2024, attributed to streamlined operations and strategic cost optimization [8]. - Other income amounted to $3.7 million, primarily from a $4.0 million gain on debt extinguishment, partially offset by changes in warrant fair value [8]. - The company achieved a net income of $0.9 million in Q2 2025, a turnaround from a net loss of $3.0 million in Q2 2024 [8]. - Stockholders' equity increased by 126% to $5.9 million from $2.6 million at year-end 2024, reflecting improved financial health [8]. Company Overview - BEN specializes in developing conversational AI agents tailored for regulated and customer-centric industries, utilizing its proprietary Engagement Language Model (ELM™) [10]. - The company holds 21 issued patents and has a growing intellectual property portfolio, with early adoption across various sectors including life sciences, healthcare, and financial services [10].

Group 1 - Brand Engagement Network Inc. (BNAI) is considered an oversold tech stock with potential investment opportunities [1] - Ruy Carrasco, M.D., has been appointed to the Board of Directors, bringing expertise in healthcare and informatics [1][3] - The company is focused on delivering secure AI solutions across regulated sectors such as insurance, financial services, healthcare, hospitality, and media/retail [2] Group 2 - BEN's core technology includes the Engagement Language Model (ELM), which utilizes retrieval-augmented generation for secure deployments [3] - The AI agents developed by BEN are based on proprietary natural language processing and offer capabilities like sentiment analysis and real-time personalization [4] - The company is actively collaborating with global partners across the US, LATAM, and the EU to advance its strategy [2]

Core Insights - Brand Engagement Network Inc. (BEN) has appointed Janine Grasso as Interim Chief Executive Officer, succeeding Paul Chang, who will remain on the Board of Directors [1][4] - Grasso has over 20 years of experience in technology-driven organizations, including leadership roles at DocuSign, Verizon, and IBM, which positions her well to guide BEN's growth [2][3] - BEN has reduced its total liabilities by $4.25 million in the second quarter, reflecting a focus on operational discipline and long-term value creation [4] - The company is advancing its acquisition of Cataneo, expected to enhance its platform capabilities and international presence, with completion anticipated later this summer [5] Company Overview - BEN specializes in AI-powered customer engagement solutions, utilizing its proprietary Engagement Language Model (ELM™) and Retrieval-Augmented Generation (RAG) architecture for personalized interactions [7] - The company serves various industries, including life sciences, automotive, and retail, and is committed to compliance with GDPR, CCPA, HIPAA, and SOC 2 Type 1 standards [7] - BEN holds 21 patents and has 28 pending, showcasing its dedication to advancing AI-driven consumer engagement [7]

Financial Data and Key Metrics Changes - The company reduced general and administrative expenses by nearly 50% compared to Q1 of the previous year, reflecting stronger operational discipline [13] - A $3,500,000 line of credit was secured from Core Capital Partners, providing additional financial flexibility [14] Business Line Data and Key Metrics Changes - The iSky platform was officially launched, generating strong early traction across multiple industries, indicating a positive market response [7] - The partnership with Swiss Life Global Solutions aims to deliver secure generative AI solutions across its global network, highlighting the platform's versatility [9] Market Data and Key Metrics Changes - The automotive sector is seeing increased momentum, with strong relationships established with OEMs and dealership networks, suggesting potential for future production contracts [19][20] - The company is also expanding into healthcare and life sciences, with expectations for pilots to convert into production deployments [19] Company Strategy and Development Direction - The company is focused on executing its strategy of delivering practical, scalable AI solutions and expanding into new verticals [12] - The acquisition of Catanelle is expected to transform the ad tech industry, allowing brands to manage their entire customer journey [11][14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the traction being seen and the potential for continued growth, emphasizing the importance of partnerships and product capabilities [12] - The company is energized by the market validation and is looking forward to adding large household names to its customer list [12] Other Important Information - The company is preparing to integrate the planned acquisition of Catanelle, which is expected to enhance its product capabilities [15] Q&A Session Summary Question: What contributed to revenue in the quarter? - All pilots are paid, contributing to revenue, although not significantly yet [18] Question: Visibility into collaborations leading to production contracts? - Anticipation of conversions in healthcare and life sciences, with strong momentum in the automotive space [19] Question: Clarification on the automotive rollout status? - Finalizing rollout with high-value use cases tested and demoed to dealerships, with ongoing integration efforts [22]