Brand Engagement Network Inc.

For the period ended Dec 31, 2025. Filed Apr 16, 2026.

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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.

FY2025 · Filed Apr 16, 2026

BNAI$4.49+2.5%Stored close · as of Nov 9, 2026

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Contents

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. 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 could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following:

●	our ability to develop and attain market acceptance for our products and services;
●	our ability to maintain the listing of our securities on Nasdaq and to regain compliance with Nasdaq listing standards;
●	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;
●	the impact of lawsuits and other litigation matters on our business, including the AFG Lawsuit (as defined below).
●	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 dependency 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;
●	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; or
●	other risks, uncertainties and factors set forth in this Annual Report on Form 10-K, including those set forth under the section titled “- Risk Factors.”

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.