BNAI 10-Q
Brand Engagement Network Inc. (BNAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
OR
For the transition period from ___________ to ___________
Commission
file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer . Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☐ No
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of August 14, 2026, shares of the Issuer’s common stock, $ par value per share, and 1,644,096 public warrants (after giving effect to the 1-for-10 reverse stock split on December 12, 2025) representing the right to acquire one share of the issuer’s common stock at an exercise price of $115.00 per share were outstanding.
Table of Contents
Brand Engagement Network, BEN, our logo and our other trademarks or service marks appearing in this report are the property of Brand Engagement Network Inc. Trade names, trademarks and service marks of other companies appearing in this report are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names included in this report are without the ®, ™ or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.
Unless otherwise indicated, “Brand Engagement Network,” “BEN,” “the Company,” “our,” “us,” or “we,” refer to Brand Engagement Network Inc. and its consolidated subsidiaries.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “aims,” “anticipates,” “believes,” “contemplates,” “continue,” “could,” “estimates,” “expects,” “forecast,” “guidance,” “intends,” “may,” “plans,” “possible,” “potential,” “predicts,” “preliminary,” “projects,” “seeks,” “should,” “target,” “will” or “would” or the negative of these words, variations of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions.
Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that may be outside of our control could cause actual results to differ materially from those anticipated in such statements, including those identified below, under “Part II, Item 1A. Risk Factors,” and elsewhere herein:
| ● | our ability to develop and attain market acceptance for our products and services; | |
| ● | our ability to maintain the listing of our securities on the Nasdaq Stock Market (“Nasdaq”); | |
| ● | cybersecurity risks that may affect us directly or may impact us indirectly by virtue of their effects on our clients, markets or vendors, including our ability to identify and address cybersecurity risks, including those posed by the increasing use of artificial intelligence (such as, but not limited to, ransomware, data security breaches, “denial of service” attacks, “hacking” and identity theft) affecting us, our clients, and our third-party vendors and service providers; | |
| ● | the attraction and retention of qualified directors, officers, employees and key personnel; | |
| ● | our need for additional capital and whether additional financing will be available on favorable terms, or at all; | |
| ● | the lack of a market for our Common Stock and Public Warrants and the volatility of the market price and trading price for our Common Stock and Public Warrants; | |
| ● | our ability to successfully integrate Cataneo GmbH (“Cataneo”) which was acquired on June 30, 2026, and to realize the anticipated benefits of the acquisition; the risk associated with the integration of Cataneo’s operations, technology, and personnel; and the possibility that the expected benefits of the acquisition may not be realized or may take longer to realize than expected; | |
| ● | the impact of lawsuits and other litigation matters on our business; | |
| ● | our limited operating history; | |
| ● | the length of our sales cycle and the time and expense associated with it; | |
| ● | our ability to grow our customer base; | |
| ● | our dependence upon third-party service providers for certain technologies; | |
| ● | competition from other companies offering artificial intelligence products that have greater resources, technology, relationships and/or expertise; | |
| ● | our ability to compete effectively in a highly competitive market; | |
| ● | our ability to protect and enhance our corporate reputation and brand; | |
| ● | our ability to hire, retain, train and motivate qualified personnel and senior management and our ability to deploy our personnel and resources to meet customer demand; | |
| ● | our ability to grow through acquisitions and successfully integrate any such acquisitions; | |
| ● | the impact from future regulatory, judicial, and legislative changes in our industry; | |
| ● | increases in costs, disruption of supply or shortage of materials, which could harm our business; | |
| ● | our ability to successfully maintain, protect, enforce and grow our intellectual property rights; | |
| ● | our future financial performance, including the ability of future revenues to meet projected annual bookings; | |
| ● | our ability to forecast and maintain an adequate rate of revenue growth and appropriately plan our expenses; | |
| ● | our ability to generate sufficient revenue from each of our revenue streams; and | |
| ● | other risks, uncertainties and factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). |
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Report, which are incorporated by reference herein. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
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Part I. Financial Information
Item 1. Financial Statements
BRAND ENGAGEMENT NETWORK INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 ** | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Accounts receivable-Related Party, net | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right of use asset | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Investments | ||||||||
| Other non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Lease liability, current | ||||||||
| Short-term debt | ||||||||
| Convertible debt | ||||||||
| Income tax payables | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Lease liability, non-current | ||||||||
| Long-term debt | ||||||||
| Warrant liabilities | ||||||||
| Deferred tax liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note I) | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock par value $ per share, shares authorized, designated. shares issued or outstanding as of June 30, 2026 and December 31, 2025 | ||||||||
| Common stock par value of $ per share, shares authorized; shares issued and outstanding as of June 30, 2026, shares issued and outstanding as of December 31, 2025 (*) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
| (*) |
| (**) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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BRAND ENGAGEMENT NETWORK INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | ||||||||||||||||
| Revenue-related party, net | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of warrant liabilities | ( | ) | ||||||||||||||
| Gain on debt extinguishment | ||||||||||||||||
| Other income (expense), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other income, net | ||||||||||||||||
| Income (loss) before income tax expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net loss per common share, basic and diluted (*) | $ | ) | $ | $ | ) | $ | ) | |||||||||
| Weighted average number of common shares outstanding, basic and diluted (*) | ||||||||||||||||
| (*) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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BRAND ENGAGEMENT NETWORK INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| Preferred Stock | Common stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares* | Amount* | Capital* | Deficit | Total | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Sale of common stock | - | |||||||||||||||||||||||||||
| Stock issued upon conversion of convertible notes | - | |||||||||||||||||||||||||||
| Stock issued for SEPA liability | - | |||||||||||||||||||||||||||
| Warrant exercises | - | |||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||
| Stock issued in settlement of liabilities | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||
| Warrant exercises | - | |||||||||||||||||||||||||||
| Issuance of common stock | - | |||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Preferred Stock | Common stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Sale of common stock | - | |||||||||||||||||||||||||||
| Stock issued in conversion of convertible notes | - | |||||||||||||||||||||||||||
| Stock issued for Standby Equity Purchase Agreement liability | - | - | ||||||||||||||||||||||||||
| Warrant exercises | - | |||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||
| Stock issued in settlement of liabilities | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2026 | ( | ) | ||||||||||||||||||||||||||
| Sale of common stock | - | |||||||||||||||||||||||||||
| Stock issued in conversion of convertible notes | - | - | ||||||||||||||||||||||||||
| Stock issued for Purchase of Cantaneo | - | |||||||||||||||||||||||||||
| Stock issued for services | ||||||||||||||||||||||||||||
| Warrant exercises | - | |||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||
| Stock issued in settlement of liabilities | - | - | ||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
(*) Adjusted retroactively for reverse stock split, see Note G
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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BRAND ENGAGEMENT NETWORK INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used for operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Allowance for uncollected receivables | ||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||
| Gain on debt extinguishment | ( | ) | ( | ) | ||||
| Equity based compensation | ||||||||
| Stock issued for services | ||||||||
| Non-cash interest expense | ||||||||
| Reduction in the right of use asset | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid and other current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Lease liability | ( | ) | ( | ) | ||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of investments | ( | ) | ||||||
| Payment for business acquisitions, net of cash acquired | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ||||||
| Capitalized internal-use software costs | ( | ) | ( | ) | ||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds received from option and warrant exercises | ||||||||
| Repayments of short term debt | ( | ) | ||||||
| Repayment of note payable | ( | ) | ( | ) | ||||
| Proceeds from the sale of common stock | ||||||||
| Proceeds from Standby Equity Purchase Agreement liability | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL NON-CASH DISCLOSURES | ||||||||
| Issuance of common stock for Standby Equity Purchase Agreement liability | $ | $ | ||||||
| Stock-based compensation capitalized as part of capitalized software costs | $ | $ | ||||||
| Settlement of liabilities into common shares | $ | $ | ||||||
| Conversion of convertible notes into common shares | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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BRAND ENGAGEMENT NETWORK INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - NATURE OF OPERATIONS AND GOING CONCERN
Nature of Operations
Brand Engagement Network Inc. (formerly Blockchain Exchange Network Inc.) (together with its subsidiaries, “BEN” or “the Company”) was formed in Jackson, Wyoming on April 17, 2018. In 2019, the Company became a wholly-owned subsidiary of Datum Point Labs (“DPL”), and then was spun out of DPL in May 2021. BEN acquired DPL in December 2021.
The Company is an artificial intelligence (“AI”) platform provider, designed to interface with emerging technologies, including blockchain, internet of things, and cloud computing, that drives digital transformation across various industries. BEN offers a suite of configured and customizable applications, including natural language processing, anomaly detection, encryption, recommendation engines, sentiment analysis, image recognition, personalization, and real-time decision-making. These applications help companies improve customer experiences, optimize cost drivers, mitigate risks, and enhance operational efficiency.
Liquidity and Going Concern
The
accompanying unaudited condensed consolidated financial statements have been prepared as though the Company will continue as a going
concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30,
2026, the Company had an accumulated deficit of
The Company will need to raise additional capital to continue to fund operations and product research and development. The Company believes that it will be able to obtain additional working capital through equity financings, additional debt, or other arrangements to fund future operations, and it intends to raise capital through equity or debt investments in the Company by third parties. However, the Company cannot conclude these are probable of being implemented or, if probable of being implemented, being in sufficient enough amounts to satisfy the Company’s contractual amounts as they presently exist that are coming due over the next 12 months as of the date of this filing.
The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon several factors including but not limited to the design, timing, and the progress of the Company’s research and development programs, and the level of financial resources available. The Company can adjust its operating plan spending based on available financial resources.
The unaudited, condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Strategic Commercial Agreements
On
April 21, 2026, the Company entered into a letter agreement with HighTide Energy, Inc. d/b/a Accelevate Solutions (“Accelevate”),
a provider of AI-driven fleet management and infrastructure solutions, regarding a strategic investment and commercial collaboration.
Subsequently, on May 7, 2026, following the completion of due diligence, the Company executed two definitive Reseller Agreements with
Accelevate. These agreements provide the Company with exclusive reseller rights in Mexico for a five-year term and global reseller rights
(excluding Mexico and Latin America) for its AI technology, with the Company entitled to 35% of gross revenue from sales. Additionally,
the Company completed a $
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for unaudited condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC.
Unaudited Interim Results
These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited financial statements and the notes thereto as of and for the year ended December 31, 2025 found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”). The accompanying unaudited condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 are unaudited but have been prepared on the same basis as the annual audited financial statements and include all normal, recurring adjustments that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year.
Use of Estimates
The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates in the Company’s unaudited, condensed consolidated financial statements include, but are not limited to, assumptions used to measure stock-based compensation, useful lives and impairment of intangible assets, warrant liabilities, and derivative liabilities.
| 9 |
These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.
Segment and Geographic Information
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM manages the Company’s operations on a consolidated basis for the purpose of allocating resources. The Company views its operations as, and manages its business in, one operating and reporting segment.
The accounting policies of its segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for its segment based on net loss, which is reported on the consolidated statements of operations. The measure of segment assets is reported on the unaudited, condensed consolidated balance sheet as total assets. The CODM uses cash forecast models in deciding how to invest into the segment. The CODM analyzes the Company’s net loss and monitors budget versus actual results to assess the performance of the Company.
The Company has an office in the Republic of Korea dedicated to research and development activities.
Significant Risks and Uncertainties
There can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing goods and services require significant time and capital and is subject to regulatory review and approval as well as competition from other AI technology companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property.
Revenue Recognition and Accounts Receivable
The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented. The core principle of ASC 606 is to recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. This principle is achieved by applying the following five-step approach:
| 1. | Identification of the Contract, or Contracts, with a Customer. | |
| 2. | Identification of the Performance Obligations in the Contract. | |
| 3. | Determination of the Transaction Price. | |
| 4. | Allocation of the Transaction Price to the Performance Obligations in the Contract. | |
| 5. | Recognition of Revenue when, or as, Performance Obligations are Satisfied. |
Trade
receivables represent amounts due from customers and are stated net of the allowance for doubtful accounts. The allowance for doubtful
accounts is based on management’s assessment of the collectibility of specific customer accounts, the aging of the accounts receivable,
historical experience, and other currently available evidence. If there is a deterioration of a major customer’s credit worthiness
or actual defaults are higher than the historical experience, management’s estimates of the recoverability of amounts due the Company
could be adversely affected. Trade receivables of the Company as of June 30, 2026 and December 31, 2025 are $
| 10 |
Impairment of Definite Lived Intangible Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the carrying amount of the asset exceeds its estimated undiscounted net cash flows, before interest, the Company will recognize an impairment loss equal to the difference between its carrying amount and its estimated fair value. If impairment is recognized, the reduced carrying amount of the asset will be accounted for as its new cost. Generally, fair values are estimated using discounted cash flow, replacement cost or market comparison analyses. The process of evaluating for impairment requires estimates as to future events and conditions, which are subject to varying market and economic factors. Therefore, it is reasonably possible that a change in an estimate resulting from judgments as to future events could occur which would affect the recorded amounts of the asset. impairment losses were recorded for the three and six months ended June 30, 2026 or 2025.
Research and Development Costs
Costs incurred in connection with research and development activities are expensed as incurred. These costs include rent for facilities, hardware and software equipment costs, employee related costs, consulting fees for technical expertise, prototyping, and testing.
The Company recognizes stock-based compensation for stock-based awards (including stock options, restricted stock units, and restricted stock awards) in accordance with ASC Topic 718, Compensation - Stock Compensation. Determining the appropriate fair value of stock-based awards requires numerous assumptions, some of which are highly complex and subjective. The Company estimates the fair value of its stock option and warrant awards on the grant date using the Black-Scholes option-pricing model. The fair value of each restricted stock award is measured as the fair value per share of the Company’s Common Stock at the date of grant.
Stock-based awards generally vest subject to the satisfaction of service requirements, or the satisfaction of both service requirements and achievement of certain performance conditions or market and service conditions. For stock-based awards that vest subject to the satisfaction of service requirements or market and service conditions, stock-based compensation is measured based on the fair value of the award on the date of grant and is recognized as stock-based compensation on a straight-line basis over the requisite service period. For stock-based awards that have a performance component, stock-based compensation is measured based on the fair value on the grant date and is recognized over the requisite service period as achievement of the performance objective becomes probable.
The Black-Scholes option-pricing model requires the use of judgments and assumptions, including fair value of the Company’s Common Stock, the option’s expected term, the expected price volatility of the underlying stock, risk free interest rates and the expected dividend yield.
| 11 |
The Black-Scholes model assumptions are further described below:
| ● | Common Stock - the fair value of the Company’s Common Stock. | |
| ● | Expected Term - The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in the SEC’s Staff Accounting Bulletin No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of nonemployee options is equal to the contractual term. | |
| ● | Expected Volatility - The Company lacks its own historical stock data. Therefore, it estimates its expected stock volatility based primarily on the historical volatility of a publicly traded set of peer companies. | |
| ● | Risk-Free Interest Rate - The Company bases the risk-free interest rate on the U.S. Treasury yield curve commensurate with the expected term of each option. | |
| ● | Expected Dividend -The Company has never declared or paid any cash dividends on its Common Stock and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. |
Cash and Cash Equivalents
The Company considers all highly-liquid investments, readily convertible to cash, and which have a remaining maturity date of three months or less at the date of purchase, to be cash equivalents. Cash and cash equivalents are recorded at fair value and are held for the purpose of meeting short-term liquidity requirements, rather than for investment purposes. The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits.
Capitalized Internal-Use Software Costs
Pursuant to ASC 350-40, Internal-Use Software, the Company capitalizes development costs for internal use software projects once the preliminary project stage is completed, management commits to funding the project, and it is probable that the project will be completed, and the software will be used to perform the function intended. The Company ceases capitalization at such time as the computer software project is substantially complete and ready for its intended use. The determination that a software project is eligible for capitalization and the ongoing assessment of recoverability of capitalized software development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, estimated economic life and changes in software and hardware technologies.
The
Company capitalizes costs for internal-use software once project approval, funding, and feasibility are confirmed. These costs primarily
consist of external consulting fees and direct labor costs. When the internal-use software is ready for its intended use, the Company
reclassifies the internal-use software to developed software intangible assets and amortizes the asset over an estimated useful life
ranging from
Leases
The Company determines whether an arrangement is or contains a lease, its classification, and its term at the lease commencement date. Leases with a term greater than one year will be recognized on the unaudited, condensed consolidated balance sheet as right-of-use (“ROU”) assets, current lease liabilities, and if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding ROU assets are recorded based on the present values of lease payments over the lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Payments for non-lease components or that are variable in nature that do not depend on a rate or index are not included in the lease liability and are typically expensed as incurred. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability using revised inputs as of the reassessment date, and adjust the ROU assets. Lease expense is recognized on a straight-line basis over the expected lease term for operating classified leases.
| 12 |
Foreign Currency Transactions
Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Gains and losses arising from foreign currency transactions and the effects of remeasurements are captured within the net loss within the unaudited, condensed consolidated statement of operations. Foreign currency transaction gains and losses were not material for the three and six months ended June 30, 2026 and 2025.
Warrant Liabilities
The
Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity, ASC Topic
505, Equity, and ASC Topic 815, Derivatives and Hedging (“ASC 815”).
Business Combinations
The purchase price for each acquisition is allocated to the assets acquired and liabilities assumed primarily based on their estimated fair values at the date of acquisition. The excess of (i) the total consideration transferred over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the consideration transferred is less than the fair value of the net assets of the acquiree, the difference is recognized directly in the consolidated statements of operations as a bargain purchase gain. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. The consolidated financial statements include the results of operations of an acquired business beginning on the acquisition date.
Fair Value of Financial Instruments
The Company accounts for financial instruments under ASC 820, Fair Value Measurements (“ASC 820”). This statement defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and
Level 3 - assets and liabilities whose significant value drivers are unobservable.
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The following fair value hierarchy table presents information about the Company’s liabilities measured at fair value on a recurring basis:
| Fair value measurement at reporting date using | ||||||||||||
| December 31, 2025 | (Level 1) | (Level 2) | (Level 3) | |||||||||
| Liabilities: | ||||||||||||
| Warrant liabilities - Public Warrants | $ | $ | $ | |||||||||
| Warrant liabilities - Private Placement Warrants | ||||||||||||
| Total Warrant Liabilities | $ | $ | $ | |||||||||
| Fair value measurement at reporting date using | ||||||||||||
| June 30, 2026 | (Level 1) | (Level 2) | (Level 3) | |||||||||
| Liabilities: | ||||||||||||
| Warrant liabilities - Public Warrants | $ | $ | $ | |||||||||
| Warrant liabilities - Private Placement Warrants | ||||||||||||
| Total Warrant Liabilities | $ | $ | $ | |||||||||
The fair value of the Public Warrants and Private Placement Warrants is estimated based on the closing price of the Public Warrants, an observable market quote but is classified as a Level 2 fair value measurement due to the lack of an active market.
Basic loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of shares of Common Stock outstanding during the periods. Diluted loss per common share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the loss of the Company. In computing diluted loss per common share, the treasury stock method assumes that outstanding instruments are exercised/converted, and the proceeds are used to purchase Common Stock at the average market price during the periods. Instruments may have a dilutive effect under the treasury stock method only when the average market price of the Common Stock during the period exceeds the exercise price/conversion rate of the instruments. The Company accounts for stock issued in spin-out transactions and consummations of mergers of entities under common control retrospectively. For diluted net loss per common share, the weighted-average number of shares of Common Stock is the same for basic net loss per common share due to the fact that when a net loss exists, potentially dilutive securities are not included in the calculation when the impact is anti-dilutive.
| June 30, 2026 | December 31, 2025 | |||||||
| Unvested restricted shares | $ | $ | ||||||
| Options | ||||||||
| Warrants | ||||||||
| Convertible note (as converted) | ||||||||
| Total | $ | $ | ||||||
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Recently Issued but Not Yet Adopted Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of certain amounts included in the expense captions presented on the Statement of Operations as well as disclosures about selling expenses. This ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the effect of this pronouncement on its disclosures.
NOTE C - PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Security deposits | $ | $ | ||||||
| Cataneo GmbH deposit | ||||||||
| Prepaid VAT | ||||||||
| Prepaid professional fees | ||||||||
| Prepaid insurance | ||||||||
| Other | ||||||||
| Prepaid expenses and other current assets | $ | $ | ||||||
NOTE D - PROPERTY AND EQUIPMENT, NET
Property
and equipment include equipment, furniture, and capitalized software. Furniture and equipment are depreciated using the straight-line
method over estimated useful lives of
Property and equipment consists of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Equipment | $ | $ | ||||||
| Furniture | ||||||||
| Capitalized software | ||||||||
| Cataneo property and equipment | ||||||||
| Total | ||||||||
| Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property and equipment, net of accumulated depreciation and amortization | $ | $ | ||||||
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For
the three months ended June 30, 2026 and 2025, depreciation of property and equipment totaled approximately $
For
the six months ended June 30, 2026 and 2025, depreciation of property and equipment totaled approximately $
NOTE E - INTANGIBLE ASSETS
The following table summarizes intangible assets included on the unaudited, condensed consolidated balance sheets:
| June 30, 2026 | ||||||||||||
| Gross | Accumulated Amortization | Net | ||||||||||
| Amortizing intangible assets: | ||||||||||||
| Patent portfolio | $ | $ | ( | ) | $ | |||||||
Developed technology | ( | ) | ||||||||||
| Cataneo Customer Relationships | ||||||||||||
| Cataneo capitalized software | ||||||||||||
| Total | $ | $ | ( | ) | $ | |||||||
| December 31, 2025 | ||||||||||||
| Gross | Accumulated Amortization | Net | ||||||||||
| Amortizing intangible assets: | ||||||||||||
| Patent portfolio | $ | $ | ( | ) | $ | |||||||
| Developed technology | ( | ) | ||||||||||
| Total | $ | $ | ( | ) | $ | |||||||
Total
amortization expense, including amortization related to developed technology, was approximately $
Future amortization of intangible assets are estimated to be as follows:
| Years Ending December 31: | ||||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 and beyond | ||||
| $ | ||||
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NOTE F – DEBT
Convertible Notes
On
April 12, 2024, the Company issued a convertible promissory note to J.V.B. Financial Group, LLC, acting through its Cohen &
Company Capital Markets division (“CCM”) in the principal amount of $
On December 14, 2024, $
Short-Term Loans
As
of June 30, 2026, the Company had a short-term loan with an outstanding principal balance of $
NOTE G - STOCKHOLDERS’ EQUITY
In
December 2025, the Company effected a
On
May 30, 2024, the Company issued to the May Purchasers an aggregate of
shares of Common Stock and warrants to purchase 40,000
shares of Common Stock (consisting of
On
July 1, 2024, the Company entered into a separate Securities Purchase Agreement (the “July SPA”) with The Williams Family
Trust for the issuance and sale of shares of Common Stock at a price per share of $ and an aggregate of
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On
January 13, 2025, the Company entered into the January Warrant Exercise Agreement with certain Purchasers. Pursuant to the August SPA,
the Purchasers previously purchased shares of Common Stock, and the Company issued the Contribution Warrant to purchase up to
shares of Common Stock at an exercise price of $ per share in exchange for certain holders of Common Stock contributing
shares of Common Stock into an escrow account maintained in connection with the August SPA, of which
Under
the January Warrant Exercise Agreement, the exercise price of the Committed Warrants was reduced to $
On
January 29, 2026, the Company repaid in full an aggregate of $
On
March 25, 2026, the Company closed a $
During
the three and six months ended June 30, 2026, the Company also received approximately $
Common Stock Warrants
In
connection with the Business Combination, the Company assumed
The Private Placement Warrants are identical to the Public Warrants, except that (x) the Private Placement Warrants and the Common Stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be nonredeemable as described above so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
| 18 |
In
connection with the May SPA, the Company also entered into a Letter Agreement to Exercise Warrants (“May Warrant Exercise Agreement”)
with certain of the May Purchasers (the “Required Warrant Parties”). Under the May Warrant Exercise Agreement, if the Company
uses commercially reasonable efforts to raise an additional $
On
August 26, 2024, in connection with the August SPA and the Assignment Agreement, the Company entered into a warrant purchase
agreement (the “August Warrant Agreement”) with each of the warrant holders signatory thereto (the “Warrant
holders”), pursuant to which the Company issued to the Warrant holders an aggregate of
Equity Compensation Plans
2021 Incentive Stock Option Plan
In May 2021, the Company adopted the 2021 Incentive Stock Option Plan (“2021 Option Plan”) that provides for the grant of the following types of stock awards: (i) incentive stock options, (ii) non-statutory stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, and (vi) other stock awards. The 2021 Option Plan was administered by the Company’s Board of Directors (the “Board of Directors”). In connection with the Closing, all outstanding awards were assumed by BEN pursuant to the terms of the Business Combination Agreement and the Board of Directors declared that there will be no further issuances under the 2021 Option Plan. Forfeitures under the 2021 Option Plan are automatically added to shares available for issuance under the 2024 Plan(as defined below).
2024 Long-Term Incentive Plan
In connection with the Closing, the 2024 Long-Term Incentive Plan (the “2024 Plan”) became effective. The 2024 Plan provides for the grant of the following types of stock awards: (i) incentive stock options, (ii) nonqualified stock options, (iii) stock appreciation rights, (iv) restricted stock, (v) restricted stock units, (vi) performance awards, (vii) dividend equivalent rights, (viii) performance awards, (ix) performance goals, (x) tandem awards, (xi) prior plan awards, and (xii) other awards. The 2024 Plan is administered by the Board of Directors. The 2024 Plan awards are available to employees, officers and contractors. The option grants authorized for issuance under the 2024 Plan may total up to shares of Common Stock. As of June 30, 2026 and December 31, 2025, shares remained available for grant under the 2024 Plan.
NOTE I -BUSINESS COMBINATIONS
Cataneo GmbH
On June 30, 2026 (the
“Acquisition Date”), the Company completed its acquisition of Cataneo GmbH (“Cataneo”). The acquisition was
accounted for as a business combination under ASC 805, Business Combinations, with the Company identified as the accounting
acquirer. The total stated aggregate consideration under the definitive agreement was $19.5 million. For U.S. GAAP accounting
purposes, the consideration transferred was measured at its acquisition-date fair value of approximately $
The purchase price was allocated, on a preliminary basis, among assets acquired and liabilities assumed based on available information. The determination of the estimated fair value of assets acquired requires management’s judgment and often involves the use of significant estimates and assumptions. The preliminary allocation of the purchase price is subject to change as the Company continues to obtain and assess relevant information that existed as of the acquisition date. A final determination of the fair value of assets acquired and liabilities assumed will be performed within one year of the Acquisition Date.
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The following table summarizes the allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed in connection with the acquisition are as follows:
| Purchase consideration: | ||||
| Common Stock, at fair value | $ | |||
| Deferred consideration payable | ||||
| Cash paid | ||||
| Total purchase consideration | $ | |||
| Purchase price allocation: | ||||
| Cash | $ | |||
| Accounts receivable | ||||
| Prepaid and other current assets | ||||
| Other non-current assets | ||||
| Property and Equipment | ||||
| Intangible assets | ||||
| Goodwill | ||||
| Operating lease right of use asset | ||||
| Accounts payable and accrued expenses | ( | ) | ||
| Other current liabilities | ( | ) | ||
| Income taxes payable | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Lease liability | ( | ) | ||
| Debt | ( | ) | ||
| Fair value of net assets acquired | $ | |||
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the to the synergies expected from expanded European AI market opportunities as well as customer relationships and technology synergies. The goodwill balance is not deductible for income tax purposes.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in years):
| Fair value | Useful life | |||||
| Customer Relationships | $ | |||||
| Capitalized software | ||||||
| Total intangible assets | $ | |||||
Unaudited Pro-Forma Information
The financial information in the table below summarizes the combined results of operations of BEN and Cataneo, on a pro forma basis, as though the companies had been combined as of the beginning of the periods presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented or of results that may occur in the future.
| 20 |
The following unaudited pro forma financial information for the three and six months ended June 30, 2026 and 2025 combines the historical results of BEN and Cataneo, as converted to U.S. GAAP, for the respective periods:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in thousands) | 2026 Pro Forma | 2025 Pro Forma | 2026 Pro Forma | 2025 Pro Forma | ||||||||||||
| Revenue | $ | $ | | $ | $ | |||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
We based the foregoing pro-forma results on estimates and assumptions that we believe are reasonable. The pro-forma results include adjustments primarily related to purchase accounting. We included acquisition costs and other nonrecurring charges incurred in the earliest period presented
NOTE J - RELATED PARTY TRANSACTIONS
Advances to Officers and Directors
Certain
officers and directors advanced funds to or were advanced from the Company on an undocumented, non-interested bearing, due on demand
basis. As of June 30, 2026 and December 31, 2025, there were
Related Party Revenue
The
Company provided services related to the development and operation of platforms for certain equity method investees. The Company recognized
related party revenue of $
NOTE K - COMMITMENTS AND CONTINGENCIES
The Company is subject to various legal and regulatory proceedings, claims, and assessments, as well as other contingencies, that arise in the ordinary course of business. The Company accrues for these contingencies when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company regularly reviews and updates its accruals for contingencies and makes adjustments as necessary based on changes in circumstances and the emergence of new information.
Litigation
We are currently involved in multiple related litigations arising out of disputes with AFG Companies, Inc. (“AFG”) and related parties:
| ● | Brand Engagement Network, Inc. v. AFG Companies, Inc. and Ralph Wright Brewer III, Case No. 25-CV-2245 (CM) (S.D.N.Y.) (the “SDNY Action”); | |
| ● | Brand Engagement Network, Inc. v. AFG Companies, Inc. and Ralph Wright Brewer III, Case No. 4:25-CV-00463 (N.D. Tex.); and | |
| ● | related proceedings in Tarrant County, Texas. |
These matters remain ongoing, and we cannot predict the outcome or the timing of any resolution. An adverse result, or even a favorable result that is delayed, could require us to incur significant legal fees and expenses, divert management’s attention from our business operations, and potentially impact our financial condition and results of operations. In addition, the existence of the litigation may negatively affect the trading price of our Common Stock.
From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Apart from the foregoing, we are not presently a party to any other legal proceedings that we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
| 21 |
Related Party Investigation
The Company’s management team assigned an advisor to the Board to conduct an internal investigation of potential related party transactions with certain members of DHC Sponsor, LLC, prior to the merger with Brand Engagement Network, Inc. These matters are still under investigation.
Employment contracts
The Company has entered into employment contracts with its officers and certain employees that provide for severance and continuation benefits in the event of termination of employment either by the Company without cause or by the employee for good reason, both as defined in the agreements, along with any unpaid vested options, equity or earned bonuses. In addition, in the event of termination of employment following a change in control, as defined in each agreement the employee shall receive a prorated bonus payment and severance payments (as defined in each agreement).
The Company has satisfied all obligations pursuant to the employment agreement with Mr. Chang through the date of his termination as chief executive officer, but is still negotiating his release agreement.
Skye LATAM
In October 2025, the Company entered into an exclusive reseller agreement (the “Agreement”) with Skye Inteligencia LATAM (“Skye”), pursuant to which the Company granted Skye the exclusive right to market and resell certain of the Company’s services. In connection with the Agreement, the Company received a contingent preferred equity interest in Skye and a 25% common stock interest in Skye, and is entitled to a 35% share of Skye’s future net revenues derived from the resold services. As Skye was a newly formed entity with no operations or revenue history at the time the Agreement was executed, the Company determined that collectibility of substantially all consideration was not probable at inception and, accordingly, the Agreement did not meet the criteria for recognition under ASC 606. The preferred equity interest has been recorded as an equity security under ASC 321 with nominal value, and the 25% common stock interest, which had nominal value at the date of the Agreement, is accounted for under the equity method in accordance with ASC 323. Revenue attributable to the 35% revenue share will be recognized as the related sales occur in accordance with ASC 606.
Africa Licensing Agreement
On
January 20, 2026, the Company executed a licensing partnership with Valio Technologies (Pty) Ltd. This agreement facilitates the Company’s
entry into the African market and includes a clinical AI pilot at Nelson Mandela University to evaluate the ELM™ technology in
regulated healthcare and academic environments. Under the terms of the agreement, the Company maintains a
NOTE L - SUBSEQUENT EVENTS
Subsequent events have been evaluated through August 14, 2026, which represents the date the financial statements were available to be issued, and no events, other than those discussed below, have occurred through that date that would impact the unaudited, condensed consolidated financial statements.
| 22 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes related thereto which are included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” the “Company” or “BEN” refer to Brand Engagement Network Inc., a Delaware corporation. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”) and with the unaudited condensed consolidated financial statements and related notes thereto presented in this Report.
Overview
We are a technology company building the infrastructure for intelligent engagement. We develop proprietary artificial intelligence (“AI”), enterprise software, and other technology designed to help organizations understand, engage, personalize, and activate interactions with the people and environments around them.
Our technology combines AI, software, data, automation, and enterprise integration capabilities to enable intelligent engagement across a range of environments and use cases. Our proprietary technology, including our Engagement Language Model (“ELM™”), is designed to connect conversational and other forms of interaction with organizational data, workflows, and systems, enabling organizations to deploy intelligent experiences across digital, physical, conversational, and multimodal environments. Our technology is designed for secure, enterprise-grade deployment.
By applying intelligence to interactions and environments, our technology is designed to improve experiences, support enterprise operations, automate meaningful work, and enable organizations to make interactions more personalized, efficient, and actionable. Our technology can be applied across industries and engagement environments, including hospitality, healthcare, automotive, transportation and mobility, enterprise operations, advertising, and media.
On June 30, 2026, we completed the acquisition of Cataneo GmbH (“Cataneo”), expanding our technology ecosystem into media and advertising infrastructure. Cataneo is a Munich-based provider of enterprise software for advertising sales, scheduling, traffic, content management, inventory, analytics, and related media operations. The acquisition adds media technology and monetization capabilities to our broader technology ecosystem and provides opportunities to apply our AI, automation, and engagement capabilities within media and other environments.
Our technology is supported by proprietary software, AI capabilities, intellectual property, and a patent portfolio. We continue to develop these technologies for applications across industries and markets in which organizations seek to make interactions and operations more intelligent, personalized, efficient, and actionable.
Recent Developments
Acquisition of Cataneo GmbH
On June 30, 2026, we completed our previously announced acquisition of Cataneo GmbH (“Cataneo”), a provider of enterprise software for advertising operations and infrastructure. Cataneo’s MYDAS platform supports advertising sales, scheduling, traffic, content management, monetization, analytics, CRM integration, and real-time reporting for broadcasters and media organizations. Cataneo’s platform manages more than €6 billion in annual advertising inventory across more than 1,000 media brands and more than 200 broadcast and digital channels across four continents. Cataneo generated more than €8.6 million in revenue in 2025. Total consideration for the acquisition was approximately $13.7 million, consisting of $9 million in cash and 255,014 shares of our common stock. In connection with the transaction, our Board of Directors appointed Cataneo Co-Founder Christian Unterseer to serve as a member of our Board, effective July 1, 2026.
Russell Index Inclusion
Effective at the close of U.S. markets on June 26, 2026, we were added to the Russell 3000® Index as part of the 2026 annual reconstitution of the Russell U.S. Indexes, resulting in concurrent inclusion in the Russell 2000® Index and applicable Russell style indexes.
Investment in Accelevate Solutions
On June 5, 2026, we completed a $1 million investment in Accelevate Solutions, a division of HighTide Energy, Inc., for an approximately 10% ownership stake. In connection with the investment, we received a warrant that may increase our ownership interest in Accelevate to approximately 20% over the following six months, subject to the terms of the warrant, and secured a matching $1 million investor capital commitment to support the exercise of that warrant.
| 23 |
Healthcare Initiatives
On June 11, 2026, we launched INTERVENT Health AI, a 50/50 joint venture with INTERVENT International formed to commercialize AI-powered health coaching and chronic disease management solutions. On June 23, 2026, our Skye Salud program in Mexico advanced to its next phase as we continued to expand our healthcare technology initiatives in the region.
Capital Structure and Legacy Liabilities
During the six months ended June 30, 2026, we continued to reduce legacy liabilities and streamline our capital structure. On January 29, 2026, we repaid in full an aggregate of $640,332 of outstanding indebtedness, including $630,332 owed to Hana Bank, South Korea, satisfying our obligations under the Asset Purchase Agreement dated May 3, 2023 through January 30, 2026. During the six months ended June 30, 2026, we also completed $596,005 of debt-to-equity conversions. On February 4, 2026, we also terminated our $50 million Standby Equity Purchase Agreement (“SEPA”) facility as part of our efforts to streamline our capital structure.
Subsequent Events
Cataneo U.S. Expansion
On July 13, 2026, we established a U.S. commercial headquarters for Cataneo on Madison Avenue in New York and appointed Don Durand as Chief Sales Officer of Cataneo to lead its commercial strategy and U.S. expansion.
Transportation Media Network
On July 14, 2026, together with Cataneo and Accelevate Solutions, we launched an AI-powered Transportation Media Network designed to convert connected vehicle fleets into advertising-supported media platforms.
INTERVENT Health AI Leadership
On August 1, 2026, INTERVENT Health AI, our 50/50 joint venture with INTERVENT International, appointed James F. Hughes as Chief Executive Officer to lead the venture’s commercialization efforts.
Skye Africa Intelligence
On August 5, 2026, Skye Africa Intelligence (Pty) Ltd., a joint venture owned by Valio Technologies (Pty) Ltd. and us, signed a non-binding Memorandum of Understanding with the East, Central and Southern Africa Health Community (“ECSA-HC”) to explore the deployment of AI-enabled health solutions across the ECSA-HC membership.
Operational Results and Strategic Milestones:
Grupo Skye and Related Entities: The Company owns a 25% common equity interest in Grupo Skye. Through this interest, the Company holds a 50% interest in Skye Salud (with Grupo Knobloch owning the other 50%) and, through Grupo Skye, 100% of Skye Intelligencia (formerly Skye Intelligencia LATAM), which serves as the vehicle for government-related business. The Company also holds a preferred equity interest that has been recorded at nominal value for accounting purposes.
Africa Licensing Agreement: On January 20, 2026, the Company, through its wholly owned subsidiary Skye AI USA LLC, entered into a licensing partnership related to the African market. The Company owns 25% of the common equity of Skye Africa Intelligence, Pty. Ltd, with Valio Technologies owning the remaining 75% and holds preferred equity with a nominal value. The Company is entitled to a 35% recurring revenue share.
Financing Registration Statements
We currently do not have an effective registration statement on file with the Securities and Exchange Commission other than our Registration Statement on Form S-8 (File No. 333-292748) and our Registration Statement on Form S-4 (file No. 333-275058) filed with the SEC on January 15, 2026.
Key Factors and Trends Affecting our Business
Productions and Operations
We expect to continue to incur significant operating costs that will impact our future profitability, including research and development expenses as we introduce new products and improves existing offerings; capital expenditures for the expansion of our development and sales capacities and driving brand awareness; additional operating costs and expenses for production ramp-up; general and administrative expenses as we scale our operations; interest expense from debt financing activities; and selling and distribution expenses as we build our brand and market our products. To date, we have not yet sold any of our products beyond their pilot stage. As a result, we will require substantial additional capital to develop products and fund operations for the foreseeable future.
Revenues
We are a development stage company and have not generated any significant revenue to date, but we anticipate additional revenue from our acquisition of Cataneo GmbH.
Public Company Costs
If we cease to be an emerging growth company and then qualify as an accelerated filer or large accelerated filer, we will become subject to the provisions and requirements under Section 404(b) of the Sarbanes-Oxley Act of 2002, which will require us to undergo audits of our internal controls over financial reporting as part of our yearly financial statement audits, resulting in a significant increase in consultant and audit costs over previous levels going forward.
Components of Results of Operations
Operating expenses
General and administrative expenses
General and administrative expenses consist of employee-related expenses including salaries, benefits, and stock-based compensation as well as fees paid for legal, accounting and tax services, consulting fees and facilities costs not otherwise included in research and development expense. We have and expect to further incur significant expenses as a result of being a public company, including expenses related to compliance with the rules and regulations of the SEC and Nasdaq, additional insurance, investor relations and other administrative expenses and professional services.
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Depreciation and amortization
Depreciation expense relates to property and equipment which consists of equipment, furniture and capitalized software. Amortization expense relates to intangible assets.
Research and development cost
Costs incurred in connection with research and development activities are expensed as incurred. These costs include rent for facilities, hardware and software equipment costs, consulting fees for technical expertise, prototyping, and testing.
Interest expense
Interest expense consists of interest on our related party note payable and short-term debt.
Interest income
Interest income consists of interest earned on our excess cash.
Change in fair value of warrant liabilities
Change in fair value of warrant liabilities reflected the non-cash charge for changes in the fair value of the warrant liability that is subject to re-measurement at each balance sheet date.
Other expenses
Other expenses primarily consists of foreign currency gains or losses as a result of exchange rate fluctuations on transactions denominated in Korean won.
Results of Operations
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
| For the three months ended June 30, | ||||||||||||
| 2026 | 2025 | Increase (Decrease) $ | ||||||||||
| Revenue | $ | 160,083 | $ | 5,000 | $ | 155,083 | ||||||
| Cost of goods sold | - | - | - | |||||||||
| Gross profit | 160,083 | 5,000 | 155,083 | |||||||||
| Operating expenses | ||||||||||||
| General and administrative expenses | 2,634,629 | 1,848,021 | 786,068 | |||||||||
| Research and development | 5,004 | 7,398 | (2,394 | ) | ||||||||
| Depreciation and amortization | 1,051,344 | 974,889 | 76,455 | |||||||||
| Total operating expenses | 3,690,977 | 2,830,308 | 860,669 | |||||||||
| - | ||||||||||||
| Loss from operations | (3,530,984 | ) | (2,825,308 | ) | (705,586 | ) | ||||||
| - | ||||||||||||
| Other income (expense) | - | |||||||||||
| Interest expense, net | (14,693 | ) | (21,609 | ) | 6,916 | |||||||
| Change in fair value of warrant liabilities | 197,292 | (190,715 | ) | 388,007 | ||||||||
| Gain on debt extinguishment | - | 3,959,054 | (3,959,054 | ) | ||||||||
| Other income (expense), net | (5,033 | ) | (16,342 | ) | 11,309 | |||||||
| Total other income, net | 177,566 | 3,730,388 | (3,552,822 | ) | ||||||||
| - | ||||||||||||
| Loss before income tax expense | (3,353,328 | ) | 905,080 | (4,258,408 | ) | |||||||
| Income tax expense | (10,000 | ) | - | (10,000 | ) | |||||||
| Net loss | $ | (3,363,328 | ) | $ | 905,080 | $ | (4,268,408 | ) | ||||
| Net loss per common share, basic and diluted (*) | $ | (0.49 | ) | $ | 0.21 | |||||||
| Weighted average number of common shares outstanding, basic and diluted (*) | 6,824,379 | 4,216,612 | ||||||||||
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| For the six months ended June 30, | ||||||||||||
| 2026 | 2025 | Increase (Decrease) $ | ||||||||||
| Revenue | $ | 264,394 | $ | 15,000 | $ | 249,394 | ||||||
| Cost of goods sold | - | - | - | |||||||||
| Gross profit | 264,394 | 15,000 | 249,394 | |||||||||
| Operating expenses | ||||||||||||
| General and administrative expenses | 4,998,533 | 5,062,210 | (63,677 | ) | ||||||||
| Research and development | 31,948 | 18,095 | 13,853 | |||||||||
| Depreciation and amortization | 2,098,755 | 1,914,095 | 184,660 | |||||||||
| Total operating expenses | 7,129,236 | 6,994,400 | 134,836 | |||||||||
| Loss from operations | (6,824,842 | ) | (6,979,400 | ) | 114,558 | |||||||
| Other income (expense) | ||||||||||||
| Interest expense, net | (72,300 | ) | (146,651 | ) | 74,351 | |||||||
| Change in fair value of warrant liabilities | 491,585 | 424,177 | 67,408 | |||||||||
| Gain on debt extinguishment | 89,340 | 3,959,054 | (3,869,714 | ) | ||||||||
| Other income (expense), net | (11,099 | ) | 37,670 | (48,769 | ) | |||||||
| Total other income, net | 497,526 | 4,274,250 | (3,776,724 | ) | ||||||||
| Loss before income tax expense | (6,367,316 | ) | (2,705,150 | ) | (3,662,166 | ) | ||||||
| Income tax expense | (56,989 | ) | - | (56,989 | ) | |||||||
| Net loss | $ | (6,424,305 | ) | $ | (2,705,150 | ) | $ | (3,719,155 | ) | |||
| Net loss per common share, basic and diluted (*) | $ | (1.00 | ) | $ | (0.66 | ) | ||||||
| Weighted average number of common shares outstanding, basic and diluted (*) | 6,426,123 | 4,124,018 | ||||||||||
Revenues
During the three months ended June 30, 2026 and 2025, revenue was immaterial. During the six months ended June 30, 2026, revenue increased to $264,394 from $15,000 during the six months ended June 30, 2025 primarily as a result of increased commercial traction for our Engagement AI solutions and related party revenue.
General and administrative expenses
General and administrative expenses for the three and six months ended June 30, 2026 were approximately $2.6 million and 5.0 millions, respectively, compared to the three and six months ended June 30, 2025 which were approximately $1.8 million and $5.1 million, respectively. This represents an increase of approximately $0.8 million and a decrease of $0.1 million, respectively. The increase for the three months was primarily related to an increase in stock based compensation relating to shares issued for services. The decrease for the six months was primarily attributable to lower professional fees, employee-related costs, and insurance expense. We expect, in the near term, to continue utilizing the issuance of equity-based instruments as compensation to reduce our cash outlays.
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Depreciation and amortization expenses
Depreciation and amortization expenses for the three and six months ended June 30, 2026 were approximately $1.1 million and $2.1 million, respectively, compared to the three and six months ended June 30, 2025 of $1.0 million and $1.9 million, respectively. This represents an increase of approximately $0.1 million and $0.2 million, respectively.
Research and development expenses
Research and development expenses for the three and six months ended June 30, 2026 were approximately $0.01 million and $0.03 million, respectively, compared to approximately $0.01 million and $0.02 million for the three and six months ended June 30, 2025, respectively. Research and development expenses primarily consisted of consulting-related expenses.
Change in fair value of warrant liabilities
Change in fair value of warrant liabilities for the three and six months ended June 30, 2026 was approximately $0.2 million and $0.4 million, respectively, compared to approximately $0.2 million and $0.5 million for the three and six months ended June 30, 2025, respectively. The expense was associated with the noncash remeasurement of warrant liabilities at each balance sheet date.
Liquidity and Capital Resources
Capital Resources and Available Liquidity
The accompanying unaudited condensed consolidated financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2026, the Company had an accumulated deficit of 62,066,889, a net loss of 6,424,305 and net cash used in operating activities of 5,608,706 during the six months ended June 30, 2026. Management expects to continue to incur operating losses and negative cash flows from operations for at least the next 12 months. The Company has financed its operations to date from proceeds from the sale of Common Stock, exercises of warrants, the issuance of promissory notes and convertible debt, and its transactions with AFG Companies Inc. (“AFG”). The Company’s current liquidity position raises substantial doubt about the Company’s ability to continue as a going concern.
The Company believes that its existing cash and cash equivalents and proceeds from the May SPA, August SPA, and Yorkville Promissory Note (Note G) will be insufficient to meet its anticipated cash requirements for at least the next 12 months from the date the consolidated financial statements are issued. The Company will need to raise additional capital to continue to fund operations and product research and development. The Company believes that it will be able to obtain additional working capital through equity financings, additional debt, or other arrangements to fund future operations, and it intends to raise capital through equity or debt investments in the Company by third parties. However, the Company cannot conclude these are probable of being implemented or, if probable of being implemented, being in sufficient enough amounts to satisfy the Company’s contractual amounts as they presently exist that are coming due over the next 12 months as of the date of such filing.
The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon several factors including but not limited to the design, timing, and the progress of the Company’s research and development programs, and the level of financial resources available. The Company can adjust its operating plan spending based on available financial resources.
Cash Exercise of Warrants
There is no assurance that the holders of our warrants described under this section will elect to exercise for cash any or all of such warrants, especially when the trading price of our Common Stock is less than the exercise price per share of such warrants. We believe the likelihood that warrantholders will exercise their respective warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock is less than the exercise price per share of a warrant, we expect that a warrantholder would not exercise their warrants. To the extent that any warrants are exercised on a “cashless basis” under certain conditions, we would not receive any proceeds from the exercise of such warrants.
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We intend to seek additional funds, primarily through the issuance of debt or equity securities for cash to operate our business, including through the business development activities discussed above to continue to support our operations. Therefore, the availability or unavailability of any proceeds from the exercise of our warrants is not expected to affect our ability to fund our operations. We will continue to evaluate the probability of warrant exercise over the life of our warrants and the merit of including potential cash proceeds from the exercise thereof in our liquidity sources and capital resources planning.
To the extent such warrants are exercised, additional Common Stock will be issued, which will result in dilution to the holders of our Common Stock and increase the number of shares of Common Stock eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Common Stock, which increases the likelihood of periods when our Warrants will not be in the money prior to their expiration.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash used in operating activities | $ | (5,608,706 | ) | $ | (5,237,134 | ) | ||
| Cash used in investing activities | (9,798,507 | ) | (141,512 | ) | ||||
| Cash provided by financing activities | 15,943,291 | 5,249,729 | ||||||
| Net decrease in cash and cash equivalents | $ | 536,078 | $ | (128,917 | ) | |||
Operating activities
Cash used in operating activities was approximately $5.6 million during the six months ended June 30, 2026, primarily due to our net loss of approximately $6.4 million. The net loss included noncash charges of approximately $2.5 million, consisting primarily of approximately $2.1 million of depreciation and amortization expense, $0.8 million of equity-based compensation expense, $0.1 million of noncash interest expense, and $0.1 million related to the reduction in the right-of-use asset partially offset by a gain of $0.5 million due to change in the fair value of warrant liabilities, and a gain of $0.1 million due to a gain on debt extinguishment. The net cash outflow of approximately $1.7 million from changes in operating assets and liabilities was primarily due to a decrease in accounts payable of $2.2 million, partially offset by a decrease in accounts receivable of $0.1 million, an increase in accrued expenses of $0.2 million, decrease in prepaid and other current assets of $0.3 million and a decrease in operating lease liabilities of $0.1 million.
Cash used in operating activities was approximately $2 million during the six months ended June 30, 2025, primarily due to our net loss of approximately $2.7 million. The net loss included non-cash charges of approximately $1.7 million, consisting primarily of approximately $1.9 million of depreciation and amortization expense, $0.5 million of equity-based compensation expense, including the issuance of restricted shares, and $0.1 million of non-cash interest expense, partially offset by a $0.4 million gain resulting from the change in fair value of warrant liabilities. The net cash inflow of approximately $0.2 million from changes in operating assets and liabilities was primarily due to an increase in accounts payable of $0.9 million, partially offset by an increase in prepaid expenses and other current assets of $0.6 million and a decrease in operating lease liabilities of $0.1 million.
Investing activities
Cash used in investing activities during the six months ended June 30, 2026 was approximately $9.8 million which consisted primarily of business acquisitions and capitalized internal-use software costs.
Cash used in investing activities during the three and six months ended June 30, 2025 was approximately $0.1 million, which consisted primarily of business acquisitions and capitalized internal-use software costs.
Financing activities
Cash provided by financing activities during the six months ended June 30, 2026 was approximately $ $15.9 million, which consisted primarily of proceeds from the sale of Common Stock and warrant exercises.
Cash provided by financing activities during the six months ended June 30, 2025 was approximately $5.2 million, which consisted primarily of proceeds from the sale of Common Stock and warrant exercises.
Grupo Skye and Related Entities
The Company owns Grupo Skye. Through Grupo Skye, the Company holds the following interests:
* Skye Salud: 50% owned by the Company (through Grupo Skye) and 50% owned by Grupo Knobloch.
* Skye Intelligencia (formerly Skye Intelligencia LATAM): 100% owned by Grupo Skye. This entity serves as the vehicle for government-related business. In connection with the arrangements, the Company also received a contingent preferred equity interest with a nominal value and a 25% common equity interest. As the related entities were newly formed with limited or no operations or revenue history at the time the agreements were executed, the Company determined that collectibility of substantially all consideration was not probable at inception. Accordingly, the arrangements did not meet the criteria for revenue recognition under ASC 606. The preferred equity interest has been recorded as an equity security under ASC 321 with nominal value, and the common equity interests are accounted for under the equity method in accordance with ASC 323. Revenue attributable to any revenue share will be recognized as the related sales occur in accordance with ASC 606.
Africa Licensing Agreement
On January 20, 2026, the Company, through its wholly owned subsidiary Skye AI USA, LLC, entered into a licensing partnership with Valio Technologies (Pty) Ltd. Skye AI USA, LLC was established to limit potential liability of Brand Engagement Network Inc. outside the United States in connection with healthcare applications. Under the arrangement, the Company holds a 25% common equity interest in Skye Africa Intelligence Pty Ltd., and Valio Technologies (Pty) Ltd. owns the remaining. The Company also holds preferred equity with a nominal value. The Company is entitled to a 35% recurring revenue share. The 25% common equity interest is accounted for under the equity method of accounting.
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Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reported period. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions.
Impairment of Definite Lived Intangible Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the carrying amount of the asset exceeds its estimated undiscounted net cash flows, before interest, the Company will recognize an impairment loss equal to the difference between its carrying amount and its estimated fair value. If impairment is recognized, the reduced carrying amount of the asset will be accounted for as its new cost. Generally, fair values are estimated using discounted cash flow, replacement cost or market comparison analyses. The process of evaluating for impairment requires estimates as to future events and conditions, which are subject to varying market and economic factors. Therefore, it is reasonably possible that a change in an estimate resulting from judgments as to future events could occur which would affect the recorded amounts of the asset. No impairment losses were recorded for the three and six months ended June 30, 2026 or 2025.
Other than described above, during the three and six months ended June 30, 2026, there were no material changes to our critical accounting policies and estimates from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations of BEN”, found in our 2025 Annual Report.
Recent Accounting Pronouncements
See Note B to our consolidated financial statements, found in our 2025 Annual Report for a description of recent accounting pronouncements applicable to our unaudited condensed consolidated financial statements.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.
We expect to elect to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and pursuant to Item 305 of Regulation S-K, we are not required to disclose information under this section.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls were not effective as of June 30, 2026, based on the material weaknesses identified below.
Material Weakness in Internal Control over Financial Reporting
As discussed in the 2025 Annual Report, the Company disclosed a material weakness in internal controls over financial reporting. Management has concluded this material weakness has not been remediated as an internal control deficiency was identified relating to the lack in investment of resources into accounting and reporting functions to properly account for and prepare U.S. GAAP compliant financial statements on a timely basis and to properly document risks affecting financial statements and controls in place to mitigate those risks in accordance with the requirements for a functioning internal control system. Notwithstanding this material weakness, management has concluded that our unaudited condensed consolidated financial statements included in this Report are fairly stated in all material respects in accordance with U.S. GAAP for each of the periods presented herein.
This material weakness could result in a misstatement of account balances or disclosures that would result in a material misstatement of our annual or interim consolidated financial statements that may not be detected.
Plan for Remediation of the Material Weakness in Internal Control over Financial Reporting
In response, the Company’s management has continued implementation of a plan to remediate this material weakness. These remediation measures are ongoing and include; hiring a Chief Financial Officer, which was completed in the fourth quarter of 2024, and adding additional review procedures by qualified personnel over complex accounting matters, which include engaging third-party professionals with whom to consult regarding complex accounting applications.
The material weaknesses will be considered remediated once management completes the design and implementation of the measures described above and the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective. We believe we are making progress toward achieving the effectiveness of our internal controls and disclosure controls; however, we cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts.
Changes in Internal Control over Financial Reporting
Other than the changes made to the material weakness described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three and six months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
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Part II. Other Information
Item 1. Legal Proceedings
We are currently involved in multiple related litigations arising out of disputes with AFG Companies, Inc. (“AFG”) and related parties:
| ● | Brand Engagement Network, Inc. v. AFG Companies, Inc. and Ralph Wright Brewer III, Case No. 25-CV-2245 (CM) (S.D.N.Y.) (the “SDNY Action”); | |
| ● | Brand Engagement Network, Inc. v. AFG Companies, Inc. and Ralph Wright Brewer III, Case No. 4:25-CV-00463 (N.D. Tex.); and | |
| ● | related proceedings in Tarrant County, Texas. |
These matters remain ongoing, and we cannot predict the outcome or the timing of any resolution. An adverse result, or even a favorable result that is delayed, could require us to incur significant legal fees and expenses, divert management’s attention from our business operations, and potentially impact our financial condition and results of operations. In addition, the existence of the litigation may negatively affect the trading price of our Common Stock.
From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Apart from the foregoing, we are not presently a party to any other legal proceedings that we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
As of the date of this Report, there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, except the following:
We may not realize the anticipated benefits of the Cataneo acquisition. On June 30, 2026, we completed the acquisition of Cataneo GmbH. The success of the acquisition will depend, in part, on our ability to successfully integrate Cataneo’s operations, technology, personnel, and customer relationships with our existing business. Integration may be complex, time-consuming, and costly, and we may encounter difficulties, including unexpected costs, delays, or loss of key employees or customers. If we are unable to realize the anticipated benefits of the acquisition in a timely manner or at all, our business, financial condition, and results of operations could be adversely affected.
We are involved in multi-jurisdictional litigation with AFG Companies, Inc. and related parties, the outcome of which is uncertain. We are currently party to related litigation proceedings in the Southern District of New York, the Northern District of Texas, and Tarrant County, Texas, arising out of disputes with AFG Companies, Inc. and related parties concerning funding obligations under a September 2023 stock purchase agreement. The litigation is ongoing, and we cannot predict the outcome or the timing of any resolution. An adverse outcome, or even a favorable outcome that is delayed, could result in significant legal fees and expenses, diversion of management attention, and a material adverse effect on our financial condition, results of operations, or the market price of our Common Stock.
Additional risk factors not presently known to us may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered securities by us during the quarter ended June 30, 2026 that were not previously reported in current reports on Form 8-K filed with the SEC.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Director and Officer Trading Arrangements
None
of our directors or officers
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Item 6. Exhibits
The exhibits listed below are filed as part of this Report or incorporated herein by reference:
* Filed herewith
** The certifications as Exhibit 32.1 and Exhibit 32.2 are not deemed “filed” with the Securities and Exchange Commission and are not to be incorporated by the reference into any filing of Brand Engagement Network Inc. under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.
# Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.
^ Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type of information that the registrant customarily and actually treats as private or confidential. The registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Brand Engagement Network Inc. (Registrant)
| Date: August 14, 2026 | By: | /s/ Tyler Luck |
| Name: | Tyler Luck | |
| Title: | Chief Executive Officer | |
| (Duly Authorized Officer and Principal Executive Officer) |
| Date: August 14, 2026 | By: | /s/ Walid Khiari |
| Name: | Walid Khiari | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
| (Principal Financial Officer) |
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