Brand Engagement Network approves bylaw amendment and reverse stock split authorization

Published 28/11/2025, 22:04
Brand Engagement Network approves bylaw amendment and reverse stock split authorization

Brand Engagement Network Inc. (NASDAQ:BNAI) announced several corporate actions following its annual stockholders meeting held Wednesday. The information is based on a press release statement contained in a recent SEC filing. Trading at $0.39 per share with a market cap of just $17.59 million, BNAI currently shows a WEAK financial health score according to InvestingPro data.

The Board of Directors approved an amendment to the company’s bylaws to lower the quorum requirement for stockholder meetings from a majority to one-third of shares entitled to vote. The company stated that this change complies with NASDAQ and SEC regulations.

At the annual meeting, stockholders voted on three proposals. As of the record date of November 3, 2025, there were 45,139,886 shares of common stock outstanding, and 37% of shares were represented at the meeting, meeting the quorum requirement.

For Proposal 1, Dr. Ruy Carrasco and Thomas Morgan Jr. were elected as Class I directors for three-year terms, receiving 16,446,515 and 16,447,742 votes in favor, respectively, with 455,864 and 454,637 votes withheld.

Proposal 2, the ratification of L.J. Soldinger Associates, LLC as the company’s independent auditor for the fiscal year ending December 31, 2025, was approved with 16,668,300 votes for, 10,348 against, and 223,731 abstentions.

Proposal 3, authorizing an amendment to the Certificate of Incorporation to permit a reverse stock split at a ratio between 1-for-2 and 1-for-10, with the final ratio to be determined by the Board, was approved with 16,408,499 votes for, 492,445 against, and 1,435 abstentions.

Brand Engagement Network Inc. is incorporated in Delaware and its common stock and redeemable warrants are listed on The Nasdaq Stock Market LLC under the symbols BNAI and BNAIW, respectively. The company is scheduled to release its next earnings report on December 5, 2025, just seven days away. InvestingPro analysis identifies BNAI as "quickly burning through cash" with "high price volatility" – two of 14+ ProTips available for this stock through the comprehensive Pro Research Report, which provides actionable intelligence on 1,400+ US equities.

In other recent news, Brand Engagement Network, Inc. reported a notable increase in its Q2 2025 revenue, jumping to $5,000 from zero in the same quarter last year. Despite this growth, the company’s earnings per share (EPS) of $0.02 did not meet expectations, which contributed to a negative market reaction. In addition to its earnings report, Brand Engagement Network has entered into a strategic partnership with SKYE Inteligencia LATAM, S.A.P.I. de C.V. This partnership includes a $5 million preferred equity contribution from SKYE LATAM, which will be recognized as IP licensing revenue for the company.

As part of the deal, Brand Engagement Network will gain a 25% common stock ownership in SKYE LATAM and a board seat. The company will also receive a 35% revenue share on software, SaaS, services, and subscriptions across all industries. SKYE LATAM will have exclusive government-sector licensing rights in Latin America and Spain, with non-exclusive rights in other verticals. These developments reflect the company’s strategic efforts to expand its influence and revenue streams in the Latin American market.

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