8-K: Brand Engagement Network Receives Nasdaq Non-Compliance Notice for Late Quarterly Report

Brand Engagement Network Inc. (BEN) has received a notice from Nasdaq regarding non-compliance with listing rules due to its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

Summary

• Brand Engagement Network Inc. (BEN) received a notice from The Nasdaq Stock Market LLC (Nasdaq) on May 21, 2025, indicating non-compliance with Nasdaq Listing Rule 5250(c)(1).
• This non-compliance is a direct result of the company's failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, with the U.S. Securities and Exchange Commission (SEC).
• BEN had previously disclosed this delay by filing a Form 12b-25 Notification of Late Filing on May 15, 2025.
• The company has 60 calendar days from May 21, 2025, until July 20, 2025, to regain compliance by either filing the overdue Quarterly Report or submitting a comprehensive plan to Nasdaq outlining how it will regain compliance.
• If Nasdaq accepts BEN's plan, the company may be granted an extension of up to 180 days from the prescribed due date for the Quarterly Report, which would be until November 17, 2025, to achieve compliance.
• The notice from Nasdaq currently has no immediate effect on the listing of BEN's common stock on Nasdaq.
• BEN has stated its intention to file the Quarterly Report as soon as possible and, if unable to meet the July 20, 2025 deadline, will submit a plan to Nasdaq to regain compliance.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the company's failure to meet a fundamental regulatory filing deadline and the subsequent Nasdaq non-compliance notice. While the company has a stated path to compliance, the situation introduces uncertainty and potential risk of delisting, which is a significant concern for investors.

Positives

• The company has a clear path to regain compliance, including the option to submit a plan and potentially appeal a negative decision from Nasdaq.
• The Nasdaq notice has no immediate effect on the listing of Brand Engagement Network Inc.'s common stock.
• Brand Engagement Network Inc. is described as an innovator in AI-powered customer engagement solutions, holding 21 patents with 28 pending, indicating a strong intellectual property portfolio in its core business.

Negatives

• Brand Engagement Network Inc. failed to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
• The company received a formal notice of non-compliance from Nasdaq, indicating a breach of listing rules.
• There is a risk of potential delisting if the company fails to regain compliance within the specified timelines.

Risks

• Inability to file the Quarterly Report on Form 10-Q by the July 20, 2025 deadline.
• Nasdaq not accepting the company's proposed plan to regain compliance.
• Failure to successfully appeal a Nasdaq decision to a Nasdaq Hearings Panel, which could lead to delisting.
• Potential delisting of the company's common stock from Nasdaq if compliance is not achieved, impacting liquidity and investor confidence.
• Actual events, results, and outcomes may differ materially from forward-looking statements due to various known and unknown risks, uncertainties, and other factors, as detailed in the company's Annual Report on Form 10-K for the year ended December 31, 2024.

Future Outlook

Brand Engagement Network Inc. intends to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as soon as possible. If the report cannot be filed by July 20, 2025, the company plans to submit a comprehensive plan to Nasdaq to regain compliance with listing rules. The company is actively working to resolve the filing delay.

Management Comments

• "The Company intends to file the Quarterly Report as soon as possible."
• "If the Company is unable to file the Quarterly Report by July 20, 2025, the Company intends to submit a plan with Nasdaq to regain compliance."
• "BEN is working diligently to file its Quarterly Report as soon as possible."

Industry Context

Brand Engagement Network Inc. operates in the AI-powered customer engagement solutions sector, a rapidly evolving industry focused on leveraging artificial intelligence for personalized customer interactions. The company highlights its proprietary Enterprise Language Model (ELM) and Retrieval-Augmented Generation (RAG) architecture, serving life sciences, automotive, and retail industries. While this filing addresses a regulatory compliance matter, the company's core business is positioned within a high-growth technology area.

Comparison to Industry Standards

• This document primarily addresses a regulatory compliance issue rather than operational or financial performance, thus direct comparisons to industry-specific financial or project benchmarks are not applicable.
• The failure to timely file a mandated financial report (Form 10-Q) represents a deviation from standard corporate governance and regulatory compliance practices expected of all publicly traded companies on major exchanges like Nasdaq.

Corporate Governance

Stakeholder Impact

• Shareholders: Face increased uncertainty and potential risk of delisting, which could negatively impact share price, liquidity, and investment value.
• Nasdaq: As the regulatory body, Nasdaq is enforcing its listing rules to maintain market integrity and investor confidence.
• Employees: Potential impact on morale and perceived company stability if the compliance issue escalates or remains unresolved for an extended period.

Next Steps

• Brand Engagement Network Inc. must file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as soon as possible.
• If the Quarterly Report is not filed by July 20, 2025, the company intends to submit a plan to Nasdaq to regain compliance.
• If Nasdaq does not accept the compliance plan, the company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.

Key Dates

Recommendation

Keywords

Brand Engagement Network, BEN, BNAI, Nasdaq, SEC, Form 8-K, Form 10-Q, late filing, non-compliance, listing rules, AI, customer engagement, regulatory notice