Brand Engagement Network Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Apr 1, 2024
BNAI$4.84+7.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Form 10-K:
(1) Consolidated Financial Statements:
| Page | ||
| Report of Independent Registered Public Accounting Firm (PCAOB ID 100) | F-2 | |
|---|---|---|
| Consolidated Balance Sheets | F-3 | |
| Consolidated Statements of Operations | F-4 | |
| Consolidated Statements of Changes in Shareholders’ Deficit | F-5 | |
| Consolidated Statements of Cash Flows | F-6 | |
| Notes to Financial Consolidated Statements | F-7 to F-27 |
(2) Consolidated Financial Statement Schedules:
None.
(3) Exhibits
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
| Exhibit · Description · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Schedule/Form · File Number · Exhibits · Filing Date | |||||
| 2.1# | Business Combination Agreement and Plan of Reorganization, dated as of September 7, 2023, by and among Brand Engagement Network Inc., BEN Merger Subsidiary Corp., DHC Acquisition Corp and, solely with respect to Section 7.21 and 9.03 thereto, DHC Sponsor, LLC | 8-K | 001-40130 | 2.1 | September 8, 2023 |
| 3.1 | Certificate of Incorporation of Brand Engagement Network Inc. | 8-K | 001-40130 | 3.1 | March 20, 2024 |
| 3.2 | Bylaws of Brand Engagement Network Inc. | 8-K | 001-40130 | 3.2 | March 20, 2024 |
| 4.1 | Warrant Agreement between Continental Stock Transfer & Trust Company and DHC Acquisition Corp. | Form 8-K | 001-40130 | 4.1 | March 5, 2021 |
| 4.2 | Description of Registrant’s Securities. | Form 8-K | 001-40130 | 4.1 | March 20, 2024 |
| 10.1 | Registration and Shareholder Rights Agreement, dated March 4, 2021, by and between DHC Acquisition Corp, DHC Sponsor, LLC and certain other equityholders named therein. | Form 8-K | 001-40130 | 10.3 | March 5, 2021 |
| Exhibit · Description · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Schedule/Form · File Number · Exhibits · Filing Date | |||||
| 10.2 | Amended and Restated Registration Rights Agreement, dated March 14, 2024 by and among Brand Engagement Network Inc and the holders party thereto. | Form 8-K | 001-40130 | 10.1 | March 20, 2024 |
| 10.3 | Form of Brand Engagement Network Inc. Indemnification Agreement. | Form 8-K | 001-40130 | 10.2 | March 20, 2024 |
| 10.4 | Form of Shareholder Subscription Agreement. | Form 8-K | 001-40130 | 10.3 | March 20, 2024 |
| 10.5^ | Brand Engagement Network 2023 Long-Term Incentive Plan. | Form 8-K | 001-40130 | 10.4 | March 20, 2024 |
| 10.6^ | Brand Engagement Network 2024 Long-Term Incentive Plan – Form of Restricted Stock Unit Agreement. | Form 8-K | 001-40130 | 10.5 | March 20, 2024 |
| 10.7^ | Brand Engagement Network 2024 Long-Term Incentive Plan – Form of Nonqualified Stock Option Agreement. | Form 8-K | 001-40130 | 10.6 | March 20, 2024 |
| 10.8^ | Brand Engagement Network 2024 Long-Term Incentive Plan – Form of Restricted Stock Award Agreement. | Form 8-K | 001-40130 | 10.7 | March 20, 2024 |
| 10.9^ | Brand Engagement Network 2024 Long-Term Incentive Plan – Form of Incentive Stock Option Agreement. | Form 8-K | 001-40130 | 10.8 | March 20, 2024 |
| 10.10^ | Blockchain Exchange Network, Inc. 2021 Incentive Stock Option Plan. | Form 8-K | 001-40130 | 10.9 | March 20, 2024 |
| 10.11^ | Employment Agreement by and between Brand Engagement Network Inc. and Michael Zacharski. | Form 8-K | 001-40130 | 10.10 | March 20, 2024 |
| 10.12^ | Employment Agreement by and between Brand Engagement Network Inc. and Paul Chang. | Form 8-K | 001-40130 | 10.11 | March 20, 2024 |
| 10.13^ | Employment Agreement by and between Brand Engagement Network Inc. and Bill Williams. | Form 8-K | 001-40130 | 10.12 | March 20, 2024 |
| 10.14^ | Employment Agreement by and between Brand Engagement Network Inc. and Tyler J. Luck. | Form 8-K | 001-40130 | 10.13 | March 20, 2024 |
| 10.15 | Letter Agreement, dated March 4, 2021, by and among DHC Sponsor, LLC, DHC Acquisition Corp and its officers and directors. | Form 8-K | 001-40130 | 10.4 | March 5, 2021 |
| 10.16 | Reseller Agreement, dated August 19, 2023, by Brand Engagement Network Inc. and AFG Companies, Inc. | Form 8-K | 001-40130 | 10.15 | March 20, 2024 |
| Exhibit · Description · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Schedule/Form · File Number · Exhibits · Filing Date | |||||
| 10.17 | Subscription Agreement, dated September 29, 2023, by and between Brand Engagement Network Inc. and the subscribers listed therein. | Form 8-K | 001-40130 | 10.16 | March 20, 2024 |
| 10.18 | Subscription Agreement, dated September 7, 2023, by and between Brand Engagement Network Inc. and the subscribers listed therein. | Form 8-K | 001-40130 | 10.17 | March 20, 2024 |
| 14.1* | Code of Ethics. | ||||
| 21.1 | List of Subsidiaries. | Form 8-K | 001-40130 | 21.1 | March 20, 2024 |
| 24.1 | Power of Attorney (included on the signature page to this Annual Report on Form 10-K). | ||||
| 31.1* | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | ||||
| 31.2* | Certification of the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | ||||
| 32.1** | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. | ||||
| 32.2** | Certification of the Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. | ||||
| 97.1* | Compensation Recovery Policy | ||||
| 101.INS | Inline XBRL Instance Document. | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| Exhibit | Description | Incorporated by Reference | ||||
| Schedule/Form | File Number | Exhibits | Filing Date | |||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||
| * | Filed herewith |
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| ** | Furnished herewith |
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| ^ | Indicates management contract or compensatory plan or arrangement. |
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| # | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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