Brand Engagement Network Inc.
For the period ended Dec 31, 2025. Filed Apr 16, 2026.
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FY2025 · Filed Apr 16, 2026
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Item 1. Business
Overview
We are an artificial intelligence company focused on the engagement layer of AI, where human interaction connects directly to enterprise systems, workflows, and real-world outcomes. Through our secure, enterprise-grade conversational AI solutions, we enable organizations to connect human intent to data, systems, workflows, and execution across their operations. Our technology is powered by our proprietary Engagement Language Model (ELM™), which is designed to operate within secure, closed-loop environments using organization-approved data and embedded governance and compliance controls.
Our AI is built on a foundation of 16+ advanced modules spanning perception, understanding, and response, with capabilities including natural language processing (“NLP”), multisensory awareness, sentiment and environmental analysis, and real-time personalization. Our solutions facilitate natural, context-aware interactions across modalities, enabling deployment in live, operational environments where accuracy, accountability, and trust are important. We provide configurable systems tailored to the needs of our business customers, including customization in look, sound, and interaction design, as well as business system integration and cross-platform deployment. Our technology is designed to meet the requirements of regulated and complex industries, supporting engagement, improving efficiency, and enabling measurable outcomes.
We were originally formed in 2018 with the intention of disrupting traditional communication systems through a secure, personalized digital network. While we continue to prioritize user control over data, our strategy has evolved to enable more dynamic, intelligent interactions between individuals and organizations. In 2023, we consummated our acquisition of DM Lab Co., LTD., through which we acquired our initial conversational AI technology and foundational capabilities.
Since then, we have enhanced these capabilities into scalable technology designed for enterprise deployment. In 2025, we advanced the general availability of our platform, designed to support deployment of our AI solutions across enterprise environments and real-world operational settings. Our architecture is built on a modular foundation spanning perception, understanding, and response, enabling adaptable and context-aware interaction systems. We focus on providing configurable solutions that meet specific enterprise use cases, including customization, workflow integration, and cross-channel deployment. Our ongoing development efforts are focused on expanding platform scalability, strengthening enterprise integrations, and supporting real-world operational environments.
Our initial commercialization efforts have focused on healthcare applications, with continued expansion into additional verticals, including hospitality, insurance, and advertising and media. We are deploying our solutions to address resource constraints, improve operational efficiency, and support more informed decision-making across these environments. We continue to expand across these verticals while refining our capabilities to meet the demands of complex, real-world operational settings. Recognizing the broader applicability of intelligent engagement technologies, we are expanding the range of enterprise use cases supported by our platform while enhancing performance, scalability, and integration across industry-specific environments.
We aim to ensure our AI solutions operate effectively across cloud, on-premises, and hybrid environments, supporting seamless integration with our customers’ systems, including deployment of our multimodal AI Agents within native applications, kiosks, and software development kit integrations. We believe that by focusing on the intersection of personalization, customization, and configuration, we can deliver versatile AI solutions that enhance value for both businesses and their customers.
Commercial Development
As a pre-revenue company, revenue in 2022 through 2024 was minimal. Initial revenues in 2022 were generated from beta testing a mobile advertising platform under an exploratory business model, which was subsequently discontinued. In November 2023, we acquired our first healthcare customer through our entry-level community cloud AI Agent offering.
In 2024, we expanded our customer base with AI Agent pilots across additional healthcare organizations. These pilot initiatives primarily focused on evaluating our AI Agents in real-world healthcare settings, including patient engagement, education, and operational support use cases. During the same period, we established commercial partnerships with two healthcare technology companies and an audiovisual media branding firm to extend global awareness, sales opportunities, and technological capabilities.
In 2025, we continued to expand geographically and across new verticals. In Mexico, we strengthened our presence through strategic partnerships involving SKYE LATAM and related entities. In the United States, we deepened engagement with healthcare organizations while expanding into the insurance sector, including through a strategic partnership with Swiss Life Global Solutions. We maintained momentum in South Africa through ongoing collaborations with local technology partners, including Valio Technologies and hospitality-related partners. Additionally, we entered the hospitality vertical, deploying AI solutions designed to enhance operational efficiency, customer engagement, and data sovereignty across properties and services. These activities reflect the progression from initial pilot initiatives toward broader deployment opportunities across multiple industry verticals.
We provide configurable, enterprise-grade AI designed to connect human intent to enterprise systems, workflows, and execution, while delivering secure, consistent, and compliant interactions across industry-specific environments. Our solutions are designed not only to engage in conversation, but to execute tasks and trigger actions within enterprise systems. Our AI Agents can connect to clients’ real-time data systems to access approved information, enabling personalized responses while maintaining compliance with applicable privacy and data protection regulations. We also offer tools that support clients’ customers in managing their personal data and interactions.
Our solutions emulate natural, human-like conversations to create meaningful interactions and improved user experiences. Our technology enables rapid training and deployment across customer-defined environments and multiple engagement modes, including web (desktop, mobile, and applications), phone (voice and text), and physical locations via kiosks. By supporting interactions on preferred devices and integrating with clients’ backend systems—such as customer relationship management (CRM), enterprise resource planning (ERP), and IoT platforms—our solutions can be widely adopted while delivering operational efficiencies, particularly in industries seeking to address labor and cost constraints.
The platform integrates multiple components into a seamless, configurable AI Agent, trained on a client’s internal data to provide tailored customer service, education, and engagement solutions. Our AI Agents operate with existing LLMs, including models from providers such as Anthropic and Meta (Llama), while leveraging small footprint models and additional data retrieval techniques to optimize computational efficiency and safety. The system dynamically adjusts dialogue, personality, and appearance to suit client-specific environments and user needs. Deployment is flexible across mobile apps, desktops, kiosks, and SDK integrations within secure, ringfenced environments. These AI Agents are powered by our proprietary Engagement Language Model (ELM™), which orchestrates multi-modal perception, understanding, and response to deliver adaptable, secure, and enterprise-ready interactions.
Automotive Commercial Development
We believe that the automotive industry represents a significant opportunity for the adoption of conversational and agentic AI due to increasing cost pressures, evolving consumer expectations for digitally enabled engagement, and the need to continuously improve efficiency across dealership and service operations. Consumer behavior continues to shift toward online and mobile-first interactions, and we believe these dynamics create a favorable environment for AI-driven automation and decision-support tools that can enhance customer experiences and streamline internal workflows.
Our initial automotive commercial development strategy in 2023 was focused on building and deploying a conversational and agentic AI solution that could support the administration of vehicle service contracts and warranty claims, reduce fraud, improve cash flow and reduce overall dealer costs. This initial strategy incorporated the vision of having conversational AI agents replace the traditional owner’s manual for a specific year, make and model and allow vehicle operators to engage in natural conversations with an AI agent. The Company created its first demonstration of this in July 2023.
In August 2023, the Company entered into an exclusive global automotive reseller agreement with AFG Companies, Inc. The strategy was to advance our vision and leverage the nearly 1,000 franchise dealerships within the AFG Companies, an extended warranty company that administers vehicle service contracts and other related Finance & Insurance products to dealerships, agencies, and manufacturers. The shift in our initial vision was at the direction of the exclusive reseller, AFG, in October 2023, and the new go-to-market strategy was to implement AI agents within the dealership for sales, service and dealer principal interaction. The Company and AFG introduced the new go-to-market strategy to attendees of the 2023 NADA (National Automotive Dealers Association) Show, hosted at the MGM Grand to select invitation-only participants. Our current automotive product suite includes multiple AI implementations designed to support both consumer-facing engagement and internal dealership operations, including: (i) Web AI Agent, which enhances online dealership experiences by understanding customer intent, answering questions, and supporting lead capture; (ii) In-Vehicle Experience, designed to connect with vehicle data, mobile applications, and contextual information to provide personalized engagement opportunities; (iii) Sales AI Agent, which supports in-dealership customer interactions through interactive kiosk-based experiences; (iv) Service AI Agent, which assists customers with appointment scheduling, maintenance inquiries, and service program education; and (v) Technician AI Agent, which provides real-time guidance and information to technicians while supporting adherence to OEM requirements.
By early October 2024, the Company completed a technology integration with Dealer.com, a Cox Automotive company, to enable retrieval of live inventory data from a participating dealership. In January 2025, we terminated our relationship with AFG Companies, Inc. and subsequently announced the termination publicly, along with the initiation of legal action. Following this termination, we shifted our automotive commercialization strategy to focus on connecting to vehicle operators and delivering in-vehicle engagement capabilities, providing consumers with the ability to search hands-free while driving, make reservations, and manage vehicle maintenance and repair through AI-driven voice interaction. The Company has been in discussion with a global auto manufacturer (OEM) to implement this strategy and anticipates a business decision by the end of Q2 2026. While we believe these initiatives may accelerate distribution and adoption, we cannot guarantee that our strategy or their relationships will result in increased customer usage or increased revenue.
Differentiation Through Configurable Safety and Security
A core differentiator of our AI Agents is their ability to operate within well-defined boundaries, producing accurate, contextually appropriate responses while minimizing the risk of fabricated or misleading outputs, commonly referred to as “hallucinations.” This is achieved through a combination of architectural design choices, configurable safety layers, and ongoing validation practices.
Our platform is built on retrieval-augmented generation (“RAG”), a technique in which the AI system retrieves relevant information from an approved, client-specific knowledge base before generating a response. Rather than relying solely on patterns learned during model training (which can produce plausible but inaccurate outputs), our AI Agents ground their responses in verified, current information provided and maintained by the client. This reduces the likelihood of the model generating statements that go beyond what the approved data supports.
A key component of our RAG implementation is confidence-based response management. Each retrieval query produces a relevance score indicating how well the retrieved content matches the user’s input. When that score falls below a defined threshold, signaling that the system cannot locate sufficiently relevant information to formulate a reliable response, the platform routes the interaction to a pre-configured fallback, such as prompting the user to rephrase their question. This prevents the model from generating speculative responses in the absence of adequate source material, a common failure mode in AI systems that are otherwise designed to always produce an output.
Our retrieval architecture incorporates several advanced techniques to improve the quality and relevance of retrieved content:
| ● | Semantic search using vector embeddings, which identifies conceptually related information rather than relying on exact keyword matches; |
| ● | Hybrid retrieval, which combines semantic and keyword-based methods to improve recall across diverse query types; |
| ● | Query decomposition and expansion, which break down complex questions and broaden search coverage to capture relevant content that a narrower query might miss; |
| ● | Re-ranking, which reorders retrieved results by relevance before they reach the response generation layer; and |
| ● | Context enrichment, which augments retrieved content with supplementary information to improve response coherence and accuracy. |
Our platform also incorporates a configurable safety and data protection layer that sits between raw user inputs and the core AI processing pipeline. This layer performs two primary functions. First, it handles entity identification and anonymization: when a user provides personally identifiable or sensitive information (for example, a patient sharing their name and medical history in a healthcare context), the system identifies those data entities and replaces them with anonymized identifiers before the data is processed or persisted. This reduces the risk of exposing sensitive personal information to third-party model providers. Second, the layer includes a moderation function that screens inputs for adversarial, inappropriate, or policy-violating content before it reaches either the language model or the information retrieval system. This is designed to prevent prompt injection and other attempts to manipulate the AI’s behavior outside of its intended parameters.
The accuracy and reliability of our AI Agents are evaluated using RAGAS (Retrieval-Augmented Generation Assessment), an established open-source framework for measuring the performance of RAG-based systems. Our validation process draws on both controlled test results and outcomes observed in live customer deployments, providing a basis for ongoing quality monitoring and continuous improvement.
Customization, Configuration, and Optimization
Our AI Agents are designed to be extensively configurable, allowing clients to tailor the interaction experience to their specific user populations, brand standards, and operational contexts.
On the communication side, clients can adjust automatic speech recognition (ASR, the system’s ability to interpret spoken input), text-to-speech (TTS, the system’s ability to generate spoken responses), and natural language processing (NLP, the system’s ability to understand and generate human language) parameters to configure tone, cadence, personality, and emotional register. NLP configuration also controls response depth: the same underlying knowledge base can produce detailed, technical responses for healthcare professionals or concise, plain-language responses for consumer-facing interactions.
AI Agents can additionally be configured with a visual persona, including customizable physical appearance and professional attire appropriate to the deployment context (such as medical scrubs, business attire, or industry specific uniforms). This degree of visual personalization is grounded in evidence from published research indicating that human-like, contextually appropriate AI representations can improve user engagement and trust, factors that are particularly significant in high-stakes environments such as healthcare.
Deployment
Our modular architecture is designed to support rapid deployment. Source data can typically be ingested and made available for agent training and response generation within a matter of hours through a standardized data interface, though actual timelines may vary depending on the complexity of the use case and the scope of the solution being deployed.
Once data has been ingested, our platform uses a combination of statistical and heuristic methods to accelerate agent training and dialogue management configuration, reducing the time required before an agent is ready for live deployment.
Deployments can be configured for cloud, on-premises, or hybrid environments, and optimized for the client’s existing hardware, operating systems, and IT infrastructure. Our AI Agents support multiple engagement modes, including web (desktop, mobile, and in-app), phone (voice and text), and physical installations via kiosks, enabling clients to meet their users across whichever channels are most relevant to their operations.
Use Cases
We deploy our AI solutions across industry-specific and cross-industry use cases, focused on operational environments where engagement drives measurable actions and outcomes. Our current use cases reflect learnings from active deployments and pilot initiatives including international markets such as Mexico, where localized data, regulatory requirements, and in-market workflows inform solution design and performance. These deployments have contributed to the refinement of our platform’s ability to integrate with third-party systems, support regulated environments, and operate across both digital and physical interfaces.
Hospitality and Service Operations
We deploy AI-powered assistants across hospitality and service operations to support real-time engagement, service coordination, and operational execution. These solutions are being advanced through pilot initiatives and early deployments in hospitality and high-traffic service environments.
Guest Experience Solution: Supports hospitality environments by managing guest requests, coordinating services, and delivering personalized recommendations across voice, text, and on-site interfaces.
Operations Coordination Solution: Connects customer interactions to internal workflows, enabling staff coordination, task execution, and service fulfillment in real time.
Concierge Solution: Provides context-aware recommendations and booking support for dining, entertainment, transportation, and local services, integrating with third-party providers where applicable.
These solutions are designed to operate across digital and physical environments, including kiosks, mobile devices, and embedded systems, enabling seamless engagement throughout the customer journey.
Healthcare and Life Sciences
We deploy AI-driven solutions to support patient evaluation, patient engagement, care navigation, integration of quality initiatives, patient-centered focus, care variation analysis, and adherence within regulated healthcare environments. These use cases have been informed by deployments and pilot programs in international markets, including implementations involving healthcare leaders and partners in Latin America.
Patient Engagement Solution: Provides education and support related to medications, treatment plans, and care protocols, with the goal of improving adherence and patient outcomes.
Care Navigation Solution: Assists patients with scheduling, accessing services, and understanding care pathways, reducing administrative friction and improving access to care.
Insurance and Benefits Solution: Supports education and decision-making related to healthcare coverage, including commercial and Medicare Advantage and related programs.
A Comprehensive Continuum of Care Solution: Facilitates the integrated management of acute, chronic, and complex multi-morbidity presentations— including endocrine, rheumatologic, and behavioral health pathologies.
These solutions are designed to operate within secure, governed environments and integrate with existing healthcare systems and workflows where required.
Advertising and Media
Interactive Engagement Solution: Transforms traditional digital content into conversational, interactive experiences that enable brands to engage directly with consumers and drive measurable actions and outcomes.
This use case builds on our experience in brand engagement and digital media, where interactive formats are used to convert passive content into active, two-way experiences.
Automotive
We support targeted automotive use cases focused on dealership and service environments. These deployments have informed our approach to integrating AI into operational workflows and customer-facing systems.
Retail and Service Solution: Enhances customer interactions across online and in-person dealership experiences, supporting sales and service workflows.
Technician Support Solution: Provides real-time access to information and procedural guidance for service personnel, supporting consistency and operational efficiency.
We expect to continue expanding supported use cases across existing verticals and into additional industries, including hospitality, insurance, and other service-based sectors, as we scale deployments, expand internationally, and further develop platform capabilities.
Recent Developments
During 2025, we advanced the deployment and commercialization of our AI platform across multiple industries and geographies, with a focus on healthcare, hospitality, insurance, media, and international expansion. These initiatives reflect our strategy to deploy AI in real-world operational environments where engagement drives measurable actions and outcomes.
In Latin America, we announced and initiated an exclusive licensing partnership with SKYE Inteligencia LATAM, S.A.P.I. de C.V. (“SKYE LATAM”), designed to support government and commercial market opportunities across Latin America and Spain. We also announced the formation of Skye Salud, together with KNOBLOCH Information Group and SKYE LATAM, to support healthcare modernization initiatives in Mexico through secure, localized AI solutions designed for regulated healthcare environments.
In Africa, we announced and initiated a strategic partnership with Valio Technologies (Pty) Ltd to establish an exclusive AI licensing framework for government and commercial markets across the region. As part of this initiative, we also announced a memorandum of understanding with Nelson Mandela University for an institution-approved pilot deployment focused on student wellbeing within a governed, closed-loop environment.
In hospitality, we announced and initiated our entry into guest-facing service environments through a collaboration with Seven Visions Resort & Places, The Dvin, in Yerevan, Armenia. This initiative represents our expansion into hospitality-focused deployments that support real-time guest engagement and service coordination in physical environments.
In insurance, we announced and initiated a strategic partnership with Swiss Life Global Solutions to support the implementation of AI-driven solutions intended to enhance customer value through digital health, mental health, and financial wellbeing services.
In advertising and media, we announced and initiated reseller and deployment activity through Vybroo and Grupo Siete, including pilot initiatives designed to support interactive, AI-driven consumer engagement across media platforms in Mexico and other international markets.
These developments contributed to the continued refinement of our platform, including multilingual deployment capabilities, integration with third-party systems, support for regulated and institution-approved environments, and the ability to operate across both digital and physical interfaces.
The AI Industry
We operate within the generative AI industry, a rapidly advancing segment within the broader artificial intelligence market, positioned at the intersection of machine learning, deep learning, and natural language processing. Our conversational AI solutions allow us to target a total addressable market estimated to grow from approximately $10 billion to $47 billion¹ by 2030.
The growing adoption of generative AI is being driven by the pursuit of cost reduction, value enhancement, differentiated customer engagements, and operational efficiency benefits that we believe are not available to organizations through legacy solutions.
Agentic AI. We believe the landscape of generative AI has evolved from knowledge-based tools such as chatbots and co-pilots to AI-enabled agents capable of executing complex, multi-step workflows. Industry research indicates increasing enterprise focus on deploying agent-based AI systems capable of execution-oriented tasks.²
Growing Acceptance of AI. Industry research indicates that a majority of organizations have adopted some form of artificial intelligence and are increasingly incorporating generative AI into business functions.³,⁴
Trust, Security & Reliability. Industry research indicates that organizations are focused on addressing concerns related to bias, hallucinations, inaccuracies, cybersecurity, privacy, and intellectual property.⁴
Ethical and Regulatory Change. Governments and regulatory bodies are introducing frameworks to support responsible AI deployment and data protection.⁵
Timely, Personalized Experiences. Industry research indicates that organizations prioritizing personalization can improve commercial outcomes and better meet evolving consumer expectations.⁶
Our Core Strengths
Versatile Applications and Configurable Design Across Industries.
We believe our AI Agents are deployable across multiple industry verticals, regardless of whether a business leverages public or private cloud services, localized or hybrid environments. Our solutions are designed to integrate with customers’ existing systems and workflows across industries, enabling flexibility without requiring significant infrastructure changes. We believe this broad applicability allows us to respond efficiently to evolving market demands and expand into new verticals without substantial delays or incremental costs.
Configurable Solutions Delivering Personalized Experiences.
We believe every engagement is unique. While our AI Agents are designed to support consistent, brand-aligned communication, our architecture incorporates memory and secure identity protocols that enable individualized experiences over time. Our systems leverage client-approved data to generate contextual, human-like responses, allowing each AI Agent to reflect the specific tone, knowledge, and requirements of the customer’s organization.
Adaptive Analytics Supporting Scalable Deployment.
We believe our ability to train AI Agents on customer-specific data in an efficient and scalable manner supports rapid deployment across enterprise environments. Our platform is designed to process large volumes of structured and unstructured data, enabling real-time insights and operational support. We believe these capabilities allow our customers to improve decision-making, operational efficiency, and responsiveness.
Experienced Management Team.
Our management team brings experience across artificial intelligence, software, and enterprise systems. We believe this experience positions us to execute on our strategy and navigate the evolving AI landscape.
Our Growth Strategy
Customer Acquisition Through Direct and Channel Partnerships.
We aim to expand our customer base through a combination of direct sales efforts and strategic partnerships. We intend to continue forming relationships with industry partners and regional collaborators to expand market access and support international growth initiatives, including joint ventures and localized deployment strategies.
“Land and Expand” Strategy.
We seek to establish initial customer relationships through targeted deployments and expand these engagements over time by introducing additional capabilities and use cases aligned with customer needs.
Product and Vertical Expansion.
We are developing a pipeline of enhancements and new capabilities designed to expand the range of use cases supported by our platform. As we deepen our presence in existing verticals, we also intend to expand into adjacent industries.
Collaboration with Academic and Research Institutions.
We collaborate with universities and research institutions to support ongoing development of our technology and access to emerging talent and innovation.
Collaboration with Cataneo GmbH.
We are continuing to collaborate with Cataneo GmbH on go-to-market efforts, particularly in international markets such as Mexico. These efforts are focused on integrating capabilities and expanding distribution opportunities across media and enterprise environments.
Current Target Verticals
Below are summaries of key end-markets that we believe illustrate both immediate and long-term potential for our product offerings:
Healthcare
We believe our platform can support healthcare organizations by reducing administrative burden, improving patient engagement, and enhancing care coordination across fragmented systems. The healthcare industry includes more than 145,000 organizations across segments such as outpatient care facilities, urgent care centers, physician groups, hospitals, and dental practices. These organizations often operate across disparate systems, which can limit data interoperability and increase administrative complexity.
Healthcare represents one of the largest sectors of the global economy, with U.S. healthcare spending exceeding $4 trillion annually⁷. Industry research indicates that administrative inefficiencies account for a meaningful portion of healthcare spending, with some estimates suggesting up to 25% of costs are associated with administrative complexity⁸.
We believe our AI solutions can support patient education, care navigation, and adherence, while also assisting providers with administrative workflows, intake processes, and communication.
Advertising and Media
The advertising industry continues to evolve toward more personalized and measurable engagement. The U.S. advertising market is projected to reach approximately $569 billion by 2029⁹. Advertisers are increasingly focused on improving targeting, attribution, and consumer engagement while addressing growing concerns around data privacy.
We believe our AI solutions can enhance advertising effectiveness by enabling interactive, conversational experiences that move beyond passive content toward measurable engagement.
Financial Services
We believe our AI solutions can support customer engagement, onboarding, and service delivery across financial services institutions. The industry includes over 227,000 organizations spanning banking, credit intermediation, asset and wealth management, and insurance.
Global financial services revenue exceeds $20 trillion annually¹⁰. Financial institutions operate in highly regulated environments where trust, compliance, and data security are critical.
We believe our platform can support secure customer interactions, onboarding workflows, and service delivery while enabling consistent and compliant communication.
Government and Data Sovereignty
We believe there is growing demand for AI solutions that support data sovereignty, regulatory compliance, and secure deployment within government and public sector environments.
Global government IT spending is projected to exceed $600 billion annually¹¹.
We believe our architecture positions us to support sovereign AI initiatives and public sector deployments.
Automotive
We believe the automotive sector presents opportunities driven by increasing digitization of customer interactions and service operations.
Consumer behavior continues to shift toward digital research and engagement prior to purchase, with industry research indicating that over 90% of vehicle purchases begin with online research¹².
We believe our AI solutions can support both customer-facing interactions and internal operational workflows across sales and service environments.
Illustrative Offering Tiers
We plan to offer our products across three primary deployment tiers, differentiated by level of integration, customization, scalability, and data control, based on the needs of our enterprise customers.
Community Cloud.
Designed for organizations requiring scalable infrastructure with standardized configurations. This tier leverages shared cloud environments and supports efficient deployment for high-volume customer engagement use cases with defined customization options.
Private Cloud.
Designed for organizations requiring enhanced control over infrastructure, data, and customization. This tier supports more complex deployment environments, enabling greater flexibility, integration, and configuration while maintaining strong data governance.
On-Premises.
Designed for large enterprises with high concurrency requirements and strict data security and compliance needs. This tier provides a fully isolated, ring-fenced deployment within the customer’s own infrastructure, enabling maximum control over data, systems, and operations.
Commercial Strategy, Customers, and Strategic Relationships
We leverage a combination of direct sales efforts and strategic channel partnerships to drive customer acquisition and market expansion. Our go-to-market approach is designed to support both direct enterprise adoption and localized deployment through commercial, licensing, and strategic partner relationships. This approach enables us to expand into regulated and international markets while aligning our solutions with region-specific customer needs, workflows, and compliance requirements.
During 2025, we announced and initiated commercial expansion activities across multiple regions and industry verticals. In Latin America, we advanced our presence through partnerships involving SKYE LATAM and related initiatives, including Skye Salud, which is focused on healthcare modernization opportunities in Mexico. These efforts support localized deployment, healthcare-focused use case development, and broader market access in the region.
We expanded our activities in Africa through collaborations with Valio Technologies and related regional initiatives, including institution-focused deployment efforts. In hospitality, we entered guest-facing service environments through our collaboration with Seven Visions Resort & Places, The Dvin, reflecting our broader strategy of deploying AI solutions in physical operating environments where engagement, coordination, and service execution are critical.
In the United States, we continued to deepen engagement with healthcare organizations while expanding into insurance through our strategic partnership with Swiss Life Global Solutions. In advertising and media, we expanded reseller and deployment activity through Vybroo and Grupo Siete, supporting interactive consumer engagement initiatives across Mexico and other international markets.
We believe our customer base will primarily consist of enterprise and mid-market organizations, including healthcare providers, insurance companies, financial institutions, hospitality operators, automotive service providers, and advertising and media platforms. We intend to target partners and customers whose offerings can be enhanced through integration of our AI solutions.
Go-To-Market Strategy
We utilize a multi-channel go-to-market approach:
| 1. | Partner with industry-specific solution providers to access targeted verticals |
| 2. | Acquire enterprise customers directly and through partners to establish market presence |
| 3. | Scale through embedded deployments within partner platforms and service offerings |
We aim to expand our presence by leveraging partner distribution networks, existing customer relationships, and integrated solution offerings. Our international growth strategy also includes working with regional collaborators and local operating partners to support deployment, commercialization, and market-specific expansion.
Market Opportunity and Demand Drivers
Demand for enterprise artificial intelligence solutions continues to grow across industries as organizations seek to improve operational efficiency, reduce costs, and enhance customer engagement. AI adoption is accelerating in sectors such as healthcare, financial services, and customer experience, where organizations are increasingly deploying AI to support real-time interactions, automate workflows, and augment decision-making.
In healthcare, rising patient demand, workforce shortages, and increasing administrative complexity are driving interest in AI-enabled engagement and automation solutions¹⁶,¹⁷. In financial services and insurance, organizations are adopting AI to improve customer experience, streamline operations, and support compliance and risk management functions¹⁸,¹⁹.
Across industries, enterprises are increasingly prioritizing AI systems that can operate within secure, governed environments and integrate directly with existing enterprise systems and workflows.
We believe these trends support the expansion of our solutions across both digital and physical environments, including customer engagement, service operations, and enterprise workflow automation.
Core Strengths
Secure, Enterprise-Grade Architecture
Our platform is designed to operate within secure, closed-loop environments using organization-approved data, enabling deployment in regulated and high-compliance industries such as healthcare, insurance, and financial services. We emphasize governance, auditability, and control, supporting enterprise requirements for privacy, compliance, and operational integrity.
Configurable and Customizable AI Systems
Our AI solutions are highly configurable to meet the specific needs of enterprise customers. We support customization across interaction design, workflows, integrations, and user experience, enabling organizations to tailor AI deployments to their operational environments, customer populations, and business objectives.
Multimodal Engagement Capabilities
Our platform supports interaction across multiple modalities, including text, voice, and avatar-based interfaces. This enables deployment across web, mobile, contact centers, kiosks, and embedded environments, supporting consistent engagement across digital and physical touchpoints.
Integration with Enterprise Systems and Workflows
Our AI solutions are designed to integrate with enterprise systems, including customer relationship management (CRM), enterprise resource planning (ERP), and other operational platforms. This enables our AI Agents to move beyond conversational interaction and support real-time task execution, workflow automation, and decision support.
Data Sovereignty and Controlled AI Environments
We focus on enabling organizations to retain control over their data, AI behavior, and system outputs. Our architecture supports deployment within controlled environments where data governance, residency, and regulatory compliance are critical, aligning with emerging enterprise priorities around data sovereignty and secure AI deployment.
Competitive Landscape
We operate within a highly competitive and rapidly evolving artificial intelligence market. Our primary sources of competition include companies developing conversational AI, language processing, and AI agent technologies, as well as industry-specific solution providers and large technology platforms offering integrated AI capabilities.
The AI ecosystem spans multiple layers, including applications, models, infrastructure, and supporting technologies. Competitors range from specialized AI providers to large-scale technology companies incorporating AI into existing products and services.
Competitive Factors
We believe the principal competitive factors in our market include:
| ● | Accuracy and reliability of natural language processing and understanding |
| ● | Ability to support multimodal interactions across voice, text, and visual interfaces |
| ● | Flexibility of deployment across cloud, hybrid, and on-premises environments |
| ● | Speed and ease of implementation and integration |
| ● | Degree of customization and adaptability to customer workflows |
| ● | Ability to deliver personalized, context-aware interactions |
| ● | Data security, privacy, and regulatory compliance |
| ● | Strength of product development and innovation pipeline |
| ● | Depth of industry-specific expertise |
| ● | Scope and effectiveness of partner and distribution networks |
| ● | Pricing structure and return on investment for customers |
| ● | Strength of sales, marketing, and brand positioning |
| ● | Existing customer relationships and adoption levels |
| ● | Proven performance in complex, real-world environments |
Additional Development and Academic Collaborations
We continue to invest in research and development initiatives to enhance our platform capabilities and expand into additional industry verticals. We believe there are meaningful opportunities to extend our offerings into adjacent markets such as hospitality, enterprise services, contact centers, and connected environments, supported by broader demand trends for enterprise artificial intelligence and automation solutions¹³,¹⁴,¹⁵.
We have engaged in academic collaboration efforts, including with Korea University, to support research and development initiatives and advance certain technical capabilities of our platform. These collaborations are intended to supplement our internal development efforts by providing access to research expertise, talent, and emerging technologies.
While we maintain relationships with academic and research institutions, our development strategy has evolved to focus primarily on scalable, enterprise-driven product development rather than reliance on any single research partnership.
Intellectual Property
We rely on a combination of patents, patent applications, registered and unregistered trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements with third parties and other contractual measures, to protect our intellectual property rights.
As of March 24, 2026, we have 23 issued patents, including 12 U.S. issued patents and 11 issued abroad. Our U.S. issued patents expire between September 9, 2028, and April 1, 2044. We also have 24 pending patent applications, including 24 U.S. nonprovisional patent applications, 9 U.S. provisional patent applications, one Patent Cooperation Treaty patent application, and three patent applications in other jurisdictions. The pending U.S. patent applications, if issued, would expire between 2041 and 2044. We continually review our development efforts to assess the existence and patentability of new intellectual property.
We control access to and use of our proprietary technology and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers and partners. We also generally apply a policy requiring our employees and independent contractors to sign agreements assigning to us any inventions, trade secrets, works of authorship, developments, processes and other intellectual property generated by them on our behalf and under which they agree to protect our confidential information. There are a number of risks associated with our patent rights and other intellectual property rights, including whether such rights are valid, enforceable or sufficient to protect our business, products or services. See the section titled*“Risk Factors-Risks Related to Intellectual Property, Information Technology, Data Privacy and Security”* for a more comprehensive description of risks related to our intellectual property.
Regulation
We operate under a complex and evolving landscape of data protection, privacy, cybersecurity, and artificial intelligence (“AI”) governance regulations across multiple jurisdictions. While comprehensive AI-specific regulation remains in development, existing regulatory frameworks applicable to our business continue to expand.
We are subject to a variety of U.S. federal and state laws governing the privacy and security of personally identifiable information (“PII”), including health information. In particular, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), establishes privacy and security standards that limit the use and disclosure of protected health information (“PHI”) and requires the implementation of administrative, physical, and technical safeguards.
In addition to HIPAA, we may be subject to other federal and state privacy laws, including the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act (“CPRA”), the Illinois Biometric Information Privacy Act (“BIPA”), New York City Local Law 144, the Texas Data Privacy and Security Act (“TDPSA”), and the Virginia Consumer Data Protection Act (“VCDPA”), among others.
Internationally, we may be subject to additional data protection and privacy laws, including Mexico’s Federal Law on Protection of Personal Data Held by Private Parties (“LFPDPPP”), South Africa’s Protection of Personal Information Act (“POPIA”), and the General Data Protection Regulation (“GDPR”) in the European Union and European Economic Area.
We maintain compliance with applicable healthcare and data protection regulations, including HIPAA, where required. We have also obtained a Service Organization Control 2 (“SOC 2”) Type II report covering certain internal controls in the United States. While SOC 2 Type II is not a legal requirement in all jurisdictions, it is widely recognized by enterprise customers as evidence of effective security and operational controls.
In certain jurisdictions, including Mexico and South Africa, we may also be subject to sector-specific regulatory oversight depending on the nature of our deployments, including oversight by financial services and healthcare regulators.
We also monitor and align with emerging governance frameworks, including standards published by the National Institute of Standards and Technology (“NIST”) and international ISO standards, which address areas such as data processing, AI system governance, and risk management.
Employees
As of December 31, 2025, we had approximately 29 full-time employees, including 2 executive officers. We also engage independent contractors and consultants to support our operations. None of our employees are represented by a labor union, and we believe we maintain positive employee relations.
Corporate Information
Our principal executive offices are located at 300 Delaware Avenue, Suite 210, Wilmington, Delaware 19801, and our telephone number is (307) 757-3650. Our website address iswww.brandengagementnetwork.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this Annual Report on Form 10-K.
Available Information
We file reports with the Securities and Exchange Commission (the “SEC”). The SEC maintains an Internet website atwww.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on our investor relations website athttps://investors.brandengagementnetwork.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Legal Proceedings
AFG Litigation
On January 16, 2025, the Company filed a lawsuit against AFG and its Chief Executive Officer, Ralph Wright Brewer III, in the Northern District of Texas, Dallas Division alleging fraudulent misrepresentation, breach of contract, and the concealment of a ransomware attack on its own network shortly before the Reseller Agreement was executed. Given that the litigation is not yet at issue, the Company is currently unable to estimate the potential range of recoverable damages or the potential loss or range of loss, if any, resulting from a favorable or unfavorable outcome.
On March 26, 2025, the Company filed a First Amended Complaint against AFG in the Southern District of New York alleging breach of contract against AFG with respect to the AFG Subscription Agreement. Specifically, the Company alleges that AFG failed to fund its required March 13, 2025 payment in the amount of $6,500,000. In the lawsuit, the Company seeks actual damages in the amount of the missed payment, pre- and post-judgment of interest, consequential damages and attorneys’ fees and costs. It also seeks a declaration from the court that AFG was and is obligated to purchase an aggregate of $6.5 million of additional shares of the Company’s Common Stock on each of the first four anniversaries of the Initial Offering Closing Date and Business Combination Closing (as defined in the AFG Subscription Agreement) pursuant to the AFG Subscription Agreement. On May 12, 2025, AFG filed an Answer and Counterclaims in which it denies the allegations of the lawsuit and asserts counterclaims for an unspecified amount of damages against the Company. Given that the litigation is not yet at issue, the Company is currently unable to estimate the potential range of recoverable damages or the potential loss or range of loss, if any, resulting from a favorable or unfavorable outcome.
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.
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.
References for Part 1.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.