Business Context and Reporting Period
Company: Brand Engagement Network Inc. (BNAI)
Filing Type: Form 8-K (Current Report)
Date of Report: December 1, 2025
Reporting Period: Event date December 1, 2025; Effective Time December 12, 2025
The Company, an emerging growth company incorporated in Delaware, filed a Certificate of Amendment to its Certificate of Incorporation to effect a one-for-ten (1-for-10) reverse stock split of its common stock.
Key Financial Metrics
This filing is a corporate action report and does not contain financial performance data. The following metrics are not provided in the source text:
- Revenue: Not provided
- Profit/Loss: Not provided
- Cash Flow: Not provided
- Margins: Not provided
- Debt: Not provided
- Liquidity: Not provided
Material Changes
The primary material change is the implementation of a 1-for-10 reverse stock split effective December 12, 2025, at 12:01 am Eastern Time. Key adjustments include:
- Share Conversion: Every 10 shares of Common Stock will be combined into 1 share.
- Fractional Shares: No fractional shares will be issued; holders will receive cash in lieu of fractions based on the closing price on the trading day preceding the Effective Time.
- Equity Awards: Outstanding equity awards will be adjusted proportionately (share count decreased, exercise prices increased), with fractional shares rounded down.
- Warrants: Outstanding warrants (BNAIW) will be adjusted proportionately regarding share count and exercise price.
- Authorized Shares: The authorized number of shares and par value ($0.0001) remain unchanged.
Guidance, Outlook, and Risks
Purpose: The reverse stock split is intended to enable the Company to regain compliance with the Nasdaq $1.00 minimum bid price requirement. The compliance period has been extended through December 29, 2025.
Risks and Contingencies:
- Price Assurance: There can be no assurance that the trading price of the Common Stock will remain at or above $1.00 per share following the Reverse Stock Split.
- Tax Implications: Cash payments for fractional shares may be subject to U.S. federal income tax.
- Trading Status: The stock will continue trading on The Nasdaq Capital Market under the symbol "BNAI" but will begin trading on a split-adjusted basis on December 12, 2025.
Investor Verification Checklist
- Verify the new CUSIP number for the Common Stock: 104932 207.
- Confirm the effective date and time of the split: December 12, 2025, at 12:01 am Eastern Time.
- Check broker statements for automatic adjustment of positions and cash payments for fractional shares.
- Review the adjusted exercise prices and share counts for any outstanding options or warrants held.
- Monitor the stock price post-split to assess if the $1.00 minimum bid price requirement is met.