8-K: Brand Engagement Network Announces 1-for-10 Reverse Stock Split

Brand Engagement Network Inc. will implement a 1-for-10 reverse stock split effective December 12, 2025, to regain Nasdaq minimum bid price compliance.

Summary

• Brand Engagement Network Inc. (BNAI) filed a Certificate of Amendment to its Certificate of Incorporation on December 1, 2025, to effect a one-for-ten (1-for-10) reverse stock split of its common stock.
• The reverse stock split will become effective on December 12, 2025, at 12:01 am Eastern Time.
• Every ten (10) shares of common stock issued and outstanding will be automatically combined and converted into one (1) issued and outstanding share of common stock.
• The primary purpose of the reverse stock split is to enable the company to regain compliance with the Nasdaq $1.00 minimum bid price requirement, for which the compliance period has been extended through December 29, 2025.
• The reverse stock split will not alter the authorized number of shares, the par value of the common stock, or the voting rights.
• Trading of the common stock on The Nasdaq Capital Market will continue under the existing symbol BNAI and will begin on a split-adjusted basis when the market opens on December 12, 2025.
• A new CUSIP number, 104932 207, will be assigned to the common stock.
• No fractional shares will be issued; stockholders entitled to fractional shares will receive cash equal to the fraction multiplied by the closing price of the common stock on Nasdaq on the trading day immediately preceding the effective time.
• Outstanding equity awards and warrants will be proportionately adjusted, with fractional shares rounded down and exercise prices adjusted accordingly.
• The company's public warrants will continue trading on Nasdaq under the existing symbol BNAIW.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While the reverse stock split is a necessary step to address Nasdaq compliance, it often reflects underlying challenges with the company's stock performance. The explicit lack of assurance regarding sustained compliance adds a cautionary note.

Positives

• The reverse stock split is intended to help the company regain compliance with the Nasdaq $1.00 minimum bid price requirement, preventing potential delisting.

Negatives

• A reverse stock split often indicates a significantly low stock price, which can be perceived negatively by the market.
• There is no assurance that the trading price of the common stock will remain at or above $1.00 per share following the reverse stock split, meaning compliance is not guaranteed.

Risks

• 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, potentially leading to future non-compliance with Nasdaq listing rules.

Future Outlook

The company's immediate future outlook is focused on maintaining its Nasdaq listing by achieving and sustaining compliance with the $1.00 minimum bid price requirement following the reverse stock split. However, there is an explicit acknowledgment that there is no guarantee the stock price will remain above this threshold.

Industry Context

Reverse stock splits are a common corporate action taken by companies across various industries when their stock price falls below exchange minimums. This action by Brand Engagement Network Inc. aligns with similar efforts by other companies to maintain their listing status on major exchanges like Nasdaq, which have strict price requirements to ensure market integrity and investor confidence.

Corporate Governance

Stakeholder Impact

• **Shareholders:** Will hold fewer shares (one for every ten previously held), but the aggregate value of their holdings should theoretically remain the same immediately after the split. Those holding fractional shares will receive cash compensation.
• **Equity Award Holders:** The number of shares issuable under outstanding equity awards will decrease proportionately, with corresponding adjustments to exercise prices.
• **Warrant Holders:** Outstanding warrants will be adjusted proportionately, resulting in fewer shares issuable upon exercise and adjusted exercise prices.
• **Nasdaq:** The action aims to satisfy Nasdaq's minimum bid price requirement, maintaining the company's listing on the exchange.

Next Steps

• The company's common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market when the market opens on December 12, 2025.
• Cash payments for fractional shares will be mailed by the exchange agent promptly after the effective time.
• The company must maintain a common stock price of $1.00 or above to remain compliant with Nasdaq listing requirements by December 29, 2025.

Key Dates

Keywords

Brand Engagement Network, BNAI, Reverse Stock Split, Nasdaq Compliance, Stock Split, Corporate Action, Equity Awards, Warrants, Delaware Corporation