8-K
Brand Engagement Network Inc. (BNAI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): March 27, 2025
BRAND
ENGAGEMENT NETWORK INC.
(Exactname of registrant as specified in its charter)
| Delaware | 001-40130 | 98-1574798 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
145E. Snow King Ave
POBox 1045
Jackson,WY 83001
(Addressof principal executive offices, including zip code)
Registrant’stelephone number, including area code: (312) 810-7422
(Former name or former address, if changed since last report)
Not
Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | BNAI | The<br> Nasdaq Stock Market LLC |
| Redeemable<br> Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | BNAIW | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On March 27, 2025, Brand Engagement Network Inc., a Delaware corporation (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report on Form 8-K, including Exhibits 99.1 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d)Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release of Brand Engagement Network Inc. issued March 27, 2025 (furnished pursuant to Item 2.02). |
| 99.2 | Prepared Remarks for the Fourth Quarter and Full Year 2024 Earnings Call, dated March 27, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | March<br> 27, 2025 | ||
|---|---|---|---|
| BRAND ENGAGEMENT NETWORK INC. | |||
| By: | /s/ Paul Chang | ||
| Name: | Paul Chang | ||
| Title: | Chief Executive Officer |
Exhibit 99.1
BEN Reports Fourth Quarter and Full Year 2024 FinancialResults
WILMINGTON, Del., March 27, 2025 –Brand Engagement Network Inc. (BEN) (NASDAQ: BNAI), an innovator in AI-driven customer engagement solutions, today announced its financial results and key business highlights for the fourth quarter and full year ended December 31, 2024.
“2024 was a defining year for BEN, as we accelerated our expansion in key sectors like automotive, media, and healthcare. In Q4, we successfully integrated our AI-powered solutions with Cox Automotive’s Dealer.com and formed strategic partnerships in Mexico and Europe, further strengthening our global presence,” said Paul Chang, CEO of Brand Engagement Network. “BEN’s innovation enables businesses to adopt safe, secure, turn-key AI solutions to drive efficiency in many aspects of operations in a scalable, cost-effective manner. As we look forward to 2025, we’re excited to build on our recent momentum, refine our solutions in high-growth sectors, and further expand our AI capabilities to meet market demands.”
Q4 2024 Key Business Highlights:
| ● | Walid Khiari Appointed CFO and COO: Walid Khiari, with over 20 years of experience in finance and<br>15 years as a technology investment banker advising software companies, will lead BEN’s next phase of innovation and global expansion. |
|---|---|
| ● | Cataneo Acquisition: BEN has agreed to acquire 100% of Cataneo GmbH for $19.5 million in cash and<br>stock to expand its global media reach and strengthen its AI-driven advertising capabilities. The transaction is subject to securing financing<br>and obtaining customary regulatory approvals and guarantees by certain BEN shareholders. Closing is currently targeted for Q2 2025. |
| ● | AI-Driven Radio Advertising with Vybroo & Grupo Siete: BEN and Cataneo GmbH partnered with<br>Vybroo and Grupo Siete on a pilot program to modernize radio advertising in Mexico by streamlining ad placement and optimizing campaign<br>performance. |
| ● | Cox Automotive Partnership: BEN successfully integrated its Digital AI Assistant with Cox Automotive’s<br>Dealer.com, enhancing customer engagement and dealership operations through personalized, multimodal experiences. |
| ● | CareHub: BEN signed an agreement with CareHub to deploy GenAI Agents to assist nurse care managers<br>with Remote Patient Monitoring to deliver improved patient outcomes specifically for Chronic Care Management. |
Conference Call and Webcast Information
The Company will host a conference call and webcast today, Thursday, March 27, 2025, at 5:00 p.m. ET. CEO Paul Chang and CFO and COO Walid Khiari will lead the call and provide an overview of the company’s financial performance, key business highlights, and strategic outlook.
Participants can register here to access the live webcast of the conference call. Those who prefer to join the call via phone can register using this link to receive a dial-in number and unique PIN.
The webcast will be archived for one year following the conference call and can be accessed on BEN’s investor relations website at https://investors.beninc.ai/.
About Brand Engagement Network (BEN)
Brand Engagement Network Inc. (NASDAQ: BNAI) innovates in AI-powered customer engagement, delivering safe, intelligent, and scalable solutions. Its proprietary Engagement Language Model (ELM™) and Retrieval-Augmented Generation (RAG) architecture enable highly personalized interactions supported by customers’ curated data in closed-loop environments. BEN develops AI-driven engagement solutions for the life sciences, automotive, and retail industries, featuring AI-powered avatars for outbound campaigns, inbound customer service, and real-time recommendations. With a global AI research and development team, BEN provides secure cloud-based or on-premises deployments, granting complete control of the technology stack and ensuring compliance with GDPR, CCPA, HIPAA, and SOC 2 Type 1 standards. The company holds 21 patents, with 28 pending, demonstrating its commitment to advancing AI-driven consumer engagement. For more information, visit www.beninc.ai.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, and involve risks and uncertainties that could cause actual results of BEN to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “anticipates,” “believes,” “continue,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” or “would,” or, in each case, their negative or other variations or comparable terminology.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside BEN’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: uncertainties as to the timing of the acquisition with Cataneo Gmbh (the “Acquisition”); the risk that the Acquisition may not be completed on the anticipated terms in a timely manner or at all; (the failure to satisfy any of the conditions to the consummation of the Acquisition, including the ability to obtain financing to fund the Acquisition on terms that are acceptable or at all; the possibility that any or all of the various conditions to the consummation of the Acquisition may not be satisfied or waived; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; the effect of the announcement or pendency of the transactions contemplated by the purchase agreement on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; risks related to diverting management’s attention from the Company’s ongoing business operations; uncertainty as to the timing of completion of the Acquisition; risks that the benefits of the Acquisition are not realized when and as expected; risks relating to the uncertainty of the projected financial information with respect to BEN; uncertainty regarding and the failure to realize the anticipated benefits from future production-ready deployments; the attraction and retention of qualified directors, officers, employees and key personnel; our ability to grow our customer base; BEN’s history of operating losses; BEN’s need for additional capital to support its present business plan and anticipated growth; technological changes in BEN’s market; the value and enforceability of BEN’s intellectual property protections; BEN’s ability to protect its intellectual property; BEN’s material weaknesses in financial reporting; BEN’s ability to navigate complex regulatory requirements; the ability to maintain the listing of BEN’s securities on a national securities exchange; the ability to implement business plans, forecasts, and other expectations; the effects of competition on BEN’s business; and the risks of operating and effectively managing growth in evolving and uncertain macroeconomic conditions, such as high inflation and recessionary environments. The foregoing list of factors is not exhaustive.
BEN cautions that the foregoing list of factors is not exclusive. BEN cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. BEN does not undertake nor does it accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, and it does not intend to do so unless required by applicable law. Further information about factors that could materially affect BEN, including its results of operations and financial condition, is set forth under “Risk Factors” in BEN’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q subsequently filed with the Securities and Exchange Commission.
Media Contact
Amy Rouyer
P: 503-367-7596
E: amy@beninc.ai
Investor Relations
Susan Xu
P: 778-323-0959
E: sxu@allianceadvisors.com
Exhibit 99.2
BrandEngagement Network, Inc.
Q42024 Earnings Call Script
Thursday,March 27, 2025 at 2 PM PT / 5 PM ET
Participants:
| ● | Paul<br> Chang – CEO |
|---|---|
| ● | Walid<br> Khiari – CFO & COO |
| ● | Susan<br> Xu – Alliance Advisors IR |
OperatorIntro:
Welcome to the Brand Engagement Network fourth quarter and full-year 2024 results conference call and webcast. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be an analyst question-and-answer session. Please be advised that today’s conference is being recorded. I would now like to hand the conference over to Brand Engagement Network Investor Relations, Susan Xu (pronounced “Zoo”). Please go ahead.
SusanXu:
Thank you operator, and good afternoon everyone. Welcome, and thank you for joining BEN’s Q4 and full-year 2024 earnings conference call. Joining me on the call today are CEO Paul Chang and CFO & COO Walid Khiari.
The company’s Q4 financial results were disseminated prior to this call and are available on the Investors Relations website at www.investors.beninc.ai.
During this call, we’ll make forward-looking statements, including statements about our business outlook, strategies and long-term goals. These comments are based on management’s plans, predictions and expectations as of today, which may change overtime.
The company’s actual results could differ materially due to a number of risks and uncertainties. For more information about the risks and uncertainties involving forward-looking statements and factors that could cause actual results to differ materially from those projected or implied by forward-looking statements, please see the risk factors set forth in BEN’s most recent annual report on Form 10-K, as supplemented by the Risk Factors in its most recent quarterly report on Form 10-Q. Forward-looking statements represent management’s current estimates, and the company assumes no obligation to update any forward-looking statements in the future.
As a reminder, this call is being webcast from the Investor Relations website. An audio replay will be available on the website in a few hours.
With that, I’ll now turn it over to Paul to share our Q4 update. Over to you, Paul.
| BNAI Q4 2024 Earnings Call Script | 1 |
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PaulChang:
Thank you Susan. Good afternoon, and thank you all for joining us today.
Before we delve into our quarterly updates, I want to address the broader AI landscape and the recent turbulence sparked by DeepSeek. Their rapid rise has raised awareness on AI training and run costs, scalability, and market dominance, triggering both excitement and volatility in the market. While DeepSeek’s open-source model is making headlines, it reinforces what BEN has long championed since the beginning — AI doesn’t have to rely on massive, expensive, GPU-heavy infrastructure to be effective.
Last July, we demonstrated how Small Language Models, RAG, and industry-specific training can create a scalable and secure AI platform at a fraction of the cost. Unlike many large-scale AI systems that rely on costly, difficult to procure, energy-intensive GPUs, BEN’s platform can run efficiently on CPUs. This smaller computational footprint makes our AI more accessible, affordable, and scalable, enabling businesses of all sizes to leverage it without expensive infrastructure. BEN’s approach and architecture also gives businesses the full control of the customers’ AI experience while integration with legacy applications enables the automated processes that truly drive efficiency and enhanced customer engagement.
This brings me to another critical issue shaping the AI industry—data privacy and security. The concerns surrounding DeepSeek are not just about AI dominance but also about where and how user data is stored and used. Lawmakers and consumer advocates have raised alarms about foreign access to personal information, and the U.S. government is now considering banning DeepSeek AI on government devices due to national security risks.
At BEN, we’ve prioritized data security from day one. Our AI platform operates within a closed-loop system, ensuring user data remains protected and never enters public training sets. This security-first approach has led us to provide key insights to CA Assemblymember Carl DeMaio on his proposed bill AB 364 to strengthen consumer data protections. The bill would require AI and social media platforms to disclose where user data is stored, mandate explicit user consent, and prohibit foreign-controlled entities from handling sensitive healthcare, financial, and geolocation data.
This commitment to security and efficiency has guided our work at BEN, and we continue to see strong traction across key verticals.
In Q4, we reached two major milestones that position BEN for further growth in the automotive sector. First, we signed an agreement with Michiana Chrysler, Dodge, Jeep & Ram making them our first pilot dealer in the automotive sector. Since they already use Dealer.com software — which is fully integrated with our AI platform—this partnership allows us to seamlessly deploy our AI-powered agent, enhancing customer engagement and streamlining dealership operations. This integration allows dealerships using Dealer.com to leverage BEN’s human-like AI agents across their websites, apps, web browsers, and life-size kiosks. We anticipate the AI agents will go live in Q2, marking a significant step forward in our expansion into the automotive sector and demonstrating the value of our scalable AI-powered solutions in high-volume, customer-facing environments.
| BNAI Q4 2024 Earnings Call Script | 2 |
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Beyond our progress in automotive, we continue to execute on our broader strategic vision. Last October, we announced our agreement to acquire Cataneo, a leading media technology company based in Germany. This acquisition is a key part of our strategy to expand BEN’s AI capabilities into global media and advertising, integrating our secure, scalable AI with Cataneo’s Mydas platform to enhance customer engagement and streamline ad sales and inventory management. We’ve made steady progress, and Walid will provide further details on the current status.
Looking ahead to 2025, we believe BEN is well-positioned for continued growth in our target Healthcare/Life Sciences industry as well as new markets we are entering. Our potential national-chain clients appear interested to deploy BEN’s AI Agents for mission critical tasks such as educating the public on the benefits and safety of vaccines as part of an outreach campaign. The key advantages are that the consumers will only be provided information from trusted, validated sources and the campaign can scale effortlessly reaching consumers at every corner of the country. Such campaign is designed to increase our customers’ revenues while significantly reducing the costs to run and manage the campaign.
We’d like to thank our shareholders and partners for their ongoing support, and we look forward to keeping you updated on our progress this year.
Now, let’s turn it over to our CFO and COO, Walid Khiari, who will walk us through our financial results for the fourth quarter.
Walid:
Thank you, Paul.
I appreciate this opportunity to introduce myself to our audience and shareholders, provide a brief financial update, and share my perspectives on our M&A strategy and the announced acquisition of Cataneo.
****************
I joined the Company in November after a 20-year career in financial markets, including 15 years as a technology investment banker working with software companies in Silicon Valley and across the world.
| BNAI Q4 2024 Earnings Call Script | 3 |
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What drew me to the Company is its highly specialized IP portfolio focused on conversational AI: 20+ patents issued (with another 20 or so pending) all focused on advancing AI-human interaction. This includes innovations in user identification, personalization, image and video processing, human-like interaction and gesture generation.
From this IP portfolio, BEN has built B2B2C solutions in the form of AI agents that can interact with their audiences in a human-like fashion.
These AI agents can help transform consumer engagement and elevate customer experience.
Each AI agent is uniquely designed for its specific business environment and use case, ensuring that elements such as voice, tone, cadence, and language, and even visual appearance in multimodal applications align seamlessly with a business’s identity and goals.
Ultimately, our AI agents serve as digital extensions of the brands they represent, aiming to provide businesses with the adaptability and scale to enhance engagement with their audiences.
****************
For BEN, 2024 was about investing in product development and refining our go-to-market strategy.
Q4 saw the Company continue to streamline its operations and rationalize its investments.
We’ve continued to invest in our team in Seoul, Korea, which we see as a competitive advantage for BEN.
Indeed, BEN has historical roots in Korea since our AI IP originally came from Korea University, which gives us access to strong local AI talent.
A significant financial update at year-end was the write-off of $13.475m related to our exclusive reseller agreement in the automotive space, pursuant to our termination of that agreement.
Let me explain: BEN previously issued shares of common stock to an automotive reseller pursuant to the Reseller Agreement.
The fair value of those shares at the date of issuance was $13.475m and was deferred on the balance sheet as a customer acquisition cost.
That asset was to be accounted for as a reduction in transaction price as the Company transfers services to the reseller over the term of the Agreement.
In anticipation of terminating the Reseller Agreement, the Company performed an impairment analysis and concluded that the entire asset was impaired given there would be no future revenue associated with the Reseller Agreement upon termination.
| BNAI Q4 2024 Earnings Call Script | 4 |
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2025 is and will continue to be about execution.
****************
As it relates to our M&A strategy, we are in the process of acquiring Cataneo, a transaction that was announced at the end of Q3.
It can take time to do things well. To that end, we agreed to an extension with the shareholders of Cataneo at the end of January, and have already made two installment payments.
We aim to close the acquisition in Q2.
I would like to take this opportunity to share some perspectives on our M&A strategy and explain how Cataneo fits into it.
Starting with what BEN is.
BEN is an acronym. It stands for Brand Engagement Network.
The most important letter of that acronym is E, for Engagement.
Our goal is to become the Engagement AI platform, helping companies truly engage with audiences and go beyond simply advertising to them.
Cataneo is a core building block of this strategy.
Based in Munich, Germany with a global footprint, the Company’s flagship product is a software platform which provides a single plain of glass for advertisers and advertising agencies to schedule, operationalize, invoice ads and manage ad inventory.
Simply put, we at BEN view Cataneo as the “ERP software of the Ad industry”.
We believe that Cataneo’s 20-year+ tenure and reputation in the Advertising industry matched with BEN’s dedicated Engagement AI capabilities can become a strong combination for advertisers and ad agencies worldwide to create an engaged connection with their audiences.
With this first combination, BEN aims to lay the first digital brick of the new “AI Advertising Tech Stack” – a stack which we intend to continue building on through both organic product development work and thoughtful acquisitions.
In the field, we’ve expanded our partnership with Vybroo (a Mexican technology firm specialized in audio messaging strategies) and Grupo Siete (a large Mexican media company) to extend our AI-powered engagement solutions to Latin America and Europe. These initiatives highlight AI’s transformative role in media and advertising, aligning with our long-term vision.
We look forward to expanding our efforts globally, forging new partnerships, and continuing to innovate at the intersection of AI and advertising. We’ll share more updates on our progress during our Q1 call.
Thank you. Now, I’d like to turn it back over to the operator for Q&A.
**Q&ABegins**
| BNAI Q4 2024 Earnings Call Script | 5 |
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