Brand Engagement Network Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
BNAI$4.38+2.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-25.
0001493152-25-025022
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023892
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 141 previous paragraphs and 81 current paragraphs.
54 unchanged; 14 reworded; 13 added; 69 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
During the quarter ended March 31, 2026, Brand Engagement Network Inc. (the “Company”) implemented a comprehensive realignment of its financial and operational framework. Management initiated a strategic program directed at the systematic retirement of legacy reorganization liabilities. These strategic actions, combined with debt conversions, resulted in a $2,814,047 reduction of the Company’s total liabilities compared to the quarter ended March 21, 2025.
Current report
Operational Results and Strategic Milestones:
Current report
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 25% equity interest in the regional venture and a 35% recurring revenue share.
Current report
Settlement of Legacy Debt and Conversions: On January 29, 2026, the Company satisfied its remaining obligations under the May 2023 Asset Purchase Agreement by completing a final payment of $630,332.46 to Hana Bank (South Korea). Additionally, during the quarter ended March 31, 2026, the Company completed $596,005 in debt-to-equity conversions, further reducing outstanding liabilities.
Current report
Termination of Financing Facility: On February 4, 2026, the Company formally terminated its $50 million Standby Equity Purchase Agreement (SEPA) facility to further streamline its capital structure.
Current report
Commercial Deployment: On March 2, 2026, the Company’s AI Concierge transitioned from pilot phase to active guest-facing deployment at the Seven Visions Resort & Places, The Dvin. This deployment serves as a commercial validation of the Engagement Language Model (ELM™) within the hospitality sector.
Current report
Private Placement and Warrant Activity: On March 25, 2026, the Company closed a $1.518 million private placement with Ben Capital Fund I, LLC at a price of $63.25 per share. During the quarter, the Company also received approximately $4.47 million in cash proceeds from the exercise of outstanding warrants.
Current report
Leadership Transition: Effective March 31, 2026, Jon Leibowitz was appointed as Chairman of the Board of Directors, succeeding Bernard Puckett. Mr. Leibowitz previously served as the Chairman of the Federal Trade Commission (FTC) and as a senior partner at Davis Polk & Wardwell LLP. The Board believes his extensive experience in regulatory policy, consumer protection, and corporate governance supports the Company’s strategic focus on privacy and enterprise-grade AI security. This transition was part of a planned governance update and did not result from any disagreement regarding the Company’s operations or policies.
Current report
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.
Current report
During the three months ended March 31, 2026 and 2025, revenue was immaterial.
Current report
Research and development expenses for the three months ended March 31, 2026 were approximately $0.02, an increase of approximately $0.01 million, compared to the three months ended March 31, 2025. The increase in research and development expenses were primarily due to consulting related expenses.
Current report
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 March 31, 2026, the Company had an accumulated deficit of $58,703,561, a net loss of $3,060,977 and net cash used in operating activities of $4,467,029 during the three months ended March 31, 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.
Current report
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.
Removed paragraphs (69)
Previous report
The Cataneo Purchase Agreement
Previous report
As previously disclosed, on October 29, 2024, Brand Engagement Network Inc., a Delaware corporation (the “Company”) entered into a Share Purchase and Transfer Agreement with Christian Unterseer, in his individual capacity (“Unterseer”), CUTV GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany (“CUTV”), and CUNEO AG, a stock corporation incorporated under the laws of the Federal Republic of Germany (“Cuneo” and together with Unterseer and CUTV, the “Sellers”) (the “Cataneo Purchase Agreement”), pursuant to which, among other things, the Sellers agreed to sell all of the outstanding equity interests of Cataneo GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany (“Cataneo”) to the Company for an aggregate purchase price, in the form of cash and Company common stock, of $19.5 million, subject to certain adjustments. In addition, after signing, the parties executed amendments on February 6, 2025, May 26, 2025 and July 3, 2025 that, among other things, (i) provided for certain down-payments by BEN that would be non-refundable and applied as set-off against any Sellers’ claims in a pre-closing termination scenario (including reasonable professional fees/costs and a $350,000 penalty referenced in Section 12.4.2), and (ii) temporarily suspended and then re-instated the Sellers’ contractual withdrawal rights on the dates specified therein. On September 14, 2025, the Company received a notice from the Sellers purporting to withdraw from the SPA pursuant to Section 12.4.2. The notice states that prior addenda temporarily suspending the Sellers’ withdrawal right expired on August 31, 2025, after which the Sellers exercised their withdrawal right with immediate effect. On September 14, 2025, the parties terminated the Cataneo Purchase Agreement. The termination was effected through a written notice from the Seller, which the Company acknowledged and accepted, in accordance with the terms of the Cataneo Purchase Agreement. In connection with the termination of the Cataneo Purchase Agreement, the Company will make a final payment to the Seller of $100,000 (the “Final Payment”). The Final Payment and all previously paid down-payments, which, including the Final Payment, total to approximately $650,000, are not refundable and are applied as a set-off against any of Sellers’ claims permitted by Section 12.4.2. The Company otherwise bears its own expenses. The parties’ confidentiality and similar obligations that expressly survive under the Cataneo Purchase Agreement continue in effect. Any interim exclusivity, no-shop, or similar undertakings expired by their terms in connection with the withdrawal and are no longer in effect.
Previous report
SKYE Inteligencia LATAM Partnership
Previous report
On October 30, 2025, BEN entered into a Reseller Agreement and Shareholder Agreement, with SKYE Inteligencia LATAM, S.A.P.I. de C.V. (“SKYE LATAM”), to commercialize BEN’s AI technology across Latin America and Spain. Under the Shareholder Agreement, SKYE LATAM issued to BEN a preferred capital contribution, recognized as a intellectual property licensing revenue under U.S. GAAP and BEN received 25% of SKYE LATAM’s common stock. BEN was also granted one seat on SKYE LATAM’s five-member board of directors. Under the Reseller Agreement, SKYE LATAM was appointed as the exclusive reseller of BEN’s AI solutions (including ELM™ and RAG) in the government sector across Latin America and Spain. SKYE LATAM has non-exclusive rights in all other industry verticals and BEN is entitled to 35% of gross revenues from software, Saas, Services, and subscription, across all industries in the territory.
Previous report
The Company has primarily financed its operations through a series of securities purchase agreements, promissory notes, and other equity and debt financings with affiliates and non-affiliates (“Financing Arrangements”). Pursuant to the respective transaction documents, the Company filed multiple resale registration statements on Form S-1 (“Financing Registration Statements”) with respect to the Common Stock, warrants, and Common Stock underlying warrants sold or to be sold under certain of these Financing Arrangements. However, these Financing Registration Statements became stale on March 31, 2025, the date of the filing of our 2024 Annual Report, because the financial statements included in the Financing Registration Statements did not meet the SEC’s currency requirements as of March 31, 2025. The Company is in the process of re-evaluating, on a individualized basis, its need for these Financing Registration Statements, and filing all applicable supplements and amendments to the Financing Registration Statements. See “Liquidity and Capital Resources—Capital Resources and Available Liquidity” for additional details on our Financing Arrangements.
Previous report
Yorkville Promissory Note
Previous report
On November 11, 2024, the Company issued a non-convertible unsecured promissory note (the “Yorkville Promissory Note”) in the aggregate original principal amount of approximately $1.7 million to YA II PN, Ltd. (“Yorkville”). The Yorkville Promissory Note does not bear interest, subject to a potential increase of the interest rate to 18.0% per annum upon the occurrence of certain events of default as described in the Promissory Note. The Promissory Note matured on March 11, 2025, and was issued at an original issue discount of 10%. As of September 30, 2025, the Company is in default on the Yorkville Promissory Note and there remains an unpaid and outstanding balance of $416,667. On May 28, 2025, the Company received a written notice of default from Yorkville. Subsequent to quarter ended September 30, 2025, the Company reached a settlement with Yorkville and agreed to pay $487,453 in full settlement of all outstanding claims. All remaining amounts payable to Yorkville as a result of this settlement, were paid in the fourth quarter of 2025.
Previous report
Cohen Convertible Note
Previous report
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 in the principal amount of $1.9 million (the “Cohen Convertible Note”), to settle outstanding invoices totaling $1.9 million related to investment banking services rendered to the Company in connection with its merger with Prior BEN and DHC (as defined in Note C to our Notes to Unaudited Condensed Consolidated Financial Statements) (the merger, the “Business Combination”). Beginning on October 14, 2024, interest began accruing at the fixed rate of 8% per annum on the outstanding principal amount until the Cohen Convertible Note is paid in full. Interest is payable monthly in cash or in-kind at the election of the Company. The Company may prepay the Cohen Convertible Note in whole or in part at any time or from time to time without penalty or premium. The Company may be required to prepay all or a portion of the Cohen Convertible Note upon the consummation of certain capital raising activities as described therein. During the nine months ended September 30, 2025, $380,000 of the Cohen Convertible Note converted into, and the Company issued, 316,666 shares of Common Stock at $1.20 per share. The Cohen Convertible Note matured on March 14, 2025. As of September 30, 2025, the Company is in default on the Cohen Convertible Note and there remains an unpaid and outstanding balance of$760,000.
Previous report
Warrant Exercise and Reload Agreement
Previous report
On January 13, 2025, the Company entered into that certain Warrant Exercise and Reload Agreement (the “January Warrant Exercise Agreement”) with certain investors (the “Purchasers”). Pursuant to the August SPA (as defined below), the Purchasers previously purchased 110,000 shares of Common Stock, and the Company issued the contribution warrant (the “Contribution Warrant”) to purchase up to 960,000 shares of Common Stock at an exercise price of $5.00 per share in exchange for certain holders of Common Stock contributing 1,185,000 shares of Common Stock into an escrow account maintained in connection with the August SPA, of which 1,075,000 shares of Common Stock remain in such escrow account (the “Escrow Shares”).
Previous report
Under the January Warrant Exercise Agreement, the exercise price of 1,074,999 May Warrants (as defined below) (the “Committed Warrants”) was reduced to $1.96 per share, until May 30, 2025, after which point the exercise price for any unexercised Committed Warrants shall automatically revert back to $2.50 per share. Pursuant to the January Warrant Exercise Agreement, the Purchasers agreed to exercise the Committed Warrants for cash on a schedule set forth in the January Warrant Exercise Agreement (the “Exercise Schedule”). Upon each Committed Warrant exercised in accordance with the Exercise Schedule, the Company shall issue (i) one new warrant to purchase one share of Common Stock exercisable for a term of two years and (ii) one new warrant to purchase one share of Common Stock exercisable for a term of five years, each with an exercise price of $1.71 per share (together, the “Reload Warrants”). Upon a Purchaser’s completion in full under the Warrant Exercise but no later than May 30, 2025, all remaining May Warrants issued under the May SPA held by such Purchaser shall immediately upon completion of such exercise automatically be amended to become exercisable for $1.96 per share for the remainder of their term (the “Optional Warrants”). If a Purchaser exercises an Optional Warrant by June 30, 2025, the Company shall issue to such Purchaser (i) one new warrant to purchase one share of Common Stock with an exercise price of $1.71 per share with a term of two years and (ii) one new warrant to purchase one share of Common Stock with an exercise price of $1.71 with a term of five years (the “Optional Reload Warrants”). In addition, under the January Warrant Exercise Agreement, for each share of Common Stock for which a Purchaser exercises a Committed Warrant, one Escrow Share will be released from escrow and transferred to such Purchaser, for an aggregate of up to 1,074,999 Escrow Shares among all Purchasers, rounded down to the nearest whole share. Additionally, the exercise price of the Contribution Warrant was reduced to $1.71 per share.
Previous report
During the three and nine months ended September 30, 2025, Purchasers exercised 0 and 812,642 Committed Warrants to purchase 0 and 812,642 shares of Common Stock pursuant to the January Warrant Exercise Agreement for aggregate gross proceeds of $1,549,468, and such Purchasers were or shall be issued 787,132 shares of Common Stock, 787,132 Escrow Shares, and 1,574,264 Reload Warrants. The August SPA has been terminated with respect to such Purchasers. As of September 30, 2025, the Company has experienced delays in the exercise of warrants of one Purchaser for the January 31, 2025 exercise date under the January Warrant Exercise Agreement. in an aggregate amount of $0.2 million. The Company is uncertain and cannot guarantee whether such exercises will be made. To the extent a Purchaser fails to exercise its portion of the Committed Warrants, the obligations of such Purchaser under the August SPA and such obligations of any investor under the August SPA who is not a Purchaser under the January Warrant Exercise Agreement, shall remain, and the August SPA will only terminate as to the Purchasers who have completed their January 31, 2025 exercise pursuant to the terms of the January Warrant Exercise Agreement.
Previous report
AFG Termination of Reseller Agreement
Previous report
On August 19, 2023, the Company and AFG Companies Inc. (“AFG”) entered into a Reseller Agreement (the “Reseller Agreement”) providing for, among other things, AFG to act as BEN’s exclusive reseller of certain products in a designated territory on certain terms and conditions. As partial consideration to AFG for such services to BEN, (i) Prior BEN issued to AFG a number of shares of Prior BEN common stock which converted into 1,750,000 shares of Common Stock and (ii) a non-transferable warrant to purchase up to 3,750,000 shares of Common Stock at a price of $10.00 per share, with AFG’s right to exercise such warrant vesting based upon revenues earned from the sales of BEN products paid by AFG to BEN pursuant to the Reseller Agreement (the “Reseller Warrant”).
Previous report
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 (the “AFG Lawsuit”).
Previous report
On January 17, 2025, the Company delivered a notice of termination (“Notice”) to AFG Companies, Inc. (“AFG”) terminating the Reseller Agreement. The Notice only applies to the Reseller Agreement and does not affect AFG’s obligations under the Subscription Agreement; however, in light of the Notice and the AFG Lawsuit, the Company is uncertain whether AFG will fulfill its obligations under the Subscription Agreement. Accordingly, none of the information presented in this Report assumes that either the Reseller Warrant will become exercisable or that any AFG Installment Shares will be issued.
Previous report
The Company remains committed to, and intends to continue developing, its automotive vertical. The Company intends to utilize additional channel partners and grow its sales team to further expand its customer base and drive revenues. The Company is finalizing preparations to launch its Automotive AI Agent, a solution that integrates with major automotive data and service platform providers and supports over 13,000 dealerships nationwide. Additionally, the Company plans to expand its efforts through pilot programs in the Midwest, stronger reseller partnerships in Mexico, and collaborations with Canadian dealership groups. Recently, the Company has secured automotive pilots using its AI agent, which the Company believes will improve lead conversions, automates scheduling tools, enhances service efficiency, and enables advanced analytics to streamline operations.
Previous report
AFG Securities Purchase Agreement Lawsuit
Previous report
On September 7, 2023, the Company and AFG entered into a Subscription Agreement (the “AFG Subscription Agreement”) providing for (i) the purchase of shares of Prior BEN Common Stock in a private placement by the AFG and certain of its affiliates (the “AFG Investors”) as of immediately prior to the Closing Date, which converted into the right to receive 650,000 shares of Common Stock with an aggregate initial value of $6.5 million and (ii) the purchase of shares Common Stock in four installments commencing on March 14, 2025, with an aggregate purchase price of $26.0 million, at a purchase price per share prior to the installment purchase date that is the lesser of $10.00 and the average of the last reported sales prices of Common Stock for the twenty (20) trading days immediately preceding the applicable installment purchase date, subject to a floor price of $2.11 (the “AFG Installment Shares”).
Previous report
On March 18, 2025, the Company filed a lawsuit against AFG in the Southern District of New York, Manhattan Division, alleging AFG failed to fulfill its contractual obligations by failing to make the required March 13, 2025 payment of $6.5 million. The Company has suffered significant damages including but not limited to: a. $6.5 million in unpaid contractually obligated funds, b. Prejudgment interest at the statutory rate of 9% per annum from March 13, 2025, c. Consequential damages, including disruption of BEN’s financial planning and loss of investment opportunities, including the acquisition of Cataneo GmBh d. Reputational harm impacting BEN’s standing with investors and business partners, and e. Attorney’s fees and costs incurred in enforcing the Agreement.
Previous report
We expect to hire additional staff and implement new processes and procedures to address public company requirements, particularly with respect to internal controls compliance and public company reporting obligations. We also expect to incur substantial additional expenses for, among other things, directors’ and officers’ liability insurance, director compensation and fees, listing fees, SEC registration fees, and additional costs for investor relations, accounting, audit, legal and other functions.
Previous report
During the three months ended September 30, 2025 revenue was $60,120. During the three months ended September 30, 2024, the Company earned $50,000 in revenue through proof of concept and revenue sharing.
Previous report
Research and development expenses for the three months ended September 30, 2025 were approximately $(3,629), a decrease of approximately $156,820, compared to the three months ended September 30, 2024. The decrease in research and development expenses was primarily due to the sponsorship agreement with Korea University no longer being active and a decrease in stock compensation expense.
Previous report
Gain on debt extinguishment
Previous report
Loss on extinguishment of debt for the three months ended September 30, 2025 was approximately $445,984, related to settlement of accounts payable through the negotiated cash settlement. Gain on extinguishment of debt for the three months ended September 30, 2024 was approximately $98,318, related to settlement of accounts payable through the issuance of 93,333 shares of Common Stock and negotiated cash settlement.
Previous report
Revenues
Previous report
During the nine months ended September 30, 2025, revenue was $75,120. During the nine months ended September 30, 2024, the Company earned $99,790 in revenue through proof of concept and revenue sharing.
Previous report
General and administrative expenses
Previous report
Depreciation and amortization expenses
Previous report
Depreciation and amortization expenses for the nine months ended September 30, 2025 were approximately 2,842,590, an increase of approximately $1,070,624, compared to the nine months ended September 30, 2024. The increase was primarily due to the amortization expense associated with the developed technology placed into service in the second quarter of 2024.
Previous report
Research and development expenses
Previous report
Research and development expenses for the nine months ended September 30, 2025 were approximately $14,466, a decrease of approximately $759,427, compared to the nine months ended September 30, 2024. The decrease in research and development expenses was primarily due to the sponsorship agreement with Korea University no longer being active and a decrease in stock compensation expense.
Previous report
Gain on debt extinguishment
Previous report
Gain on extinguishment of debt for the nine months ended September 30, 2025 was approximately $3,611,388, related to settlement of accounts payable through the negotiated cash settlement. Gain on extinguishment of debt for the nine months ended September 30, 2024 was approximately $1.8 million, related to settlement of accounts payable through the issuance of 93,333 shares of Common Stock and negotiated cash settlement.
Previous report
As of September 30, 2025, our principal source of liquidity was cash of approximately $102,715. We have financed operations to date with proceeds from the Yorkville Promissory Note, transactions with AFG, sales of our Common Stock, the SEPA (as defined below), warrant exercises and debt issuances to related and non-related parties. As described in Note A of our unaudited condensed consolidated financial statements, we have incurred recurring losses and negative cash flows from operations since inception and had an accumulated deficit of approximately $52,204,274 at September 30, 2025. We expect losses and negative cash flows to continue for the foreseeable future, primarily as a result of increased general and administrative expenses, continued product research and development and marketing efforts. Management anticipates that significant additional expenditures will be necessary to develop and expand our business, including through stock and asset acquisitions, before significant positive operating cash flows can be achieved. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations. Current available funds are insufficient to complete our business plan and as a consequence, we will need to seek additional funds, primarily through the issuance of debt or equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing. Our history of losses, our negative cash flow from operations, our limited cash resources on hand and our dependence on our ability to obtain additional financing to fund our operations after the current cash resources are exhausted raises substantial doubt about our ability to continue as a going concern. Our management concluded that our recurring losses from operations, and the fact that we have not generated significant revenue or positive cash flows from operations, raised substantial doubt about our ability to continue as a going concern for the next 12 months after issuance of our financial statements. Our auditors also included an explanatory paragraph in their report to our consolidated financial statements as of and for the year ended December 31, 2024 with respect to this uncertainty.
Previous report
Cohen Convertible Note
Previous report
On April 12, 2024, we issued the Cohen Convertible Note, to settle outstanding invoices totaling $1.9 million related to investment banking services rendered to the Company in connection the Business Combination. Beginning on October 14, 2024, interest began accruing at the fixed rate of 8% per annum on the outstanding principal amount until the Cohen Convertible Note is paid in full. Interest is payable monthly in cash or in-kind at the election of the Company. The Company may prepay the Cohen Convertible Note in whole or in part at any time or from time to time without penalty or premium. The Company may be required to prepay all or a portion of the Cohen Convertible Note upon the consummation of certain capital raising activities as described therein. On the 14th day of each successive month commencing with January 14, 2025, the holder may convert a portion of Cohen Convertible Note to a number of shares equal to (i) up to 20% of the outstanding principal balance of the Cohen Convertible Note plus accrued interest due under the Cohen Convertible Note divided by (ii) a price per share equal to 92.75% of the arithmetic average of the Daily Volume-Weighted Average Price (“VWAP”) for the five VWAP Trading Days (as defined therein) ending on the VWAP Trading Day immediately preceding the applicable conversion date (subject to the Floor Price, as defined therein). The Cohen Convertible Note matured on March 14, 2025. As of September 30, 2025, the Company is in default on the Cohen Convertible Note and there remains an unpaid and outstanding balance of $760,000.
Previous report
May Private Placement
Previous report
On May 28, 2024, the Company entered into a Securities Purchase Agreement (the “May SPA”) with certain investors (the “May Purchasers”), pursuant to which the Company sold to the May Purchasers an aggregate of 1,980,000 shares of Common Stock and 3,960,000 warrants, consisting of 1,980,000 warrants with a term of one year (the “May One-Year Warrants”) and 1,980,000 warrants with a term of five years (the “May Five-Year Warrants” together with the May One-Year Warrants, the “May Warrants”), for aggregate proceeds consisting of $4.4 million in cash and $0.5 million through the offset of an obligation of the Company to the May Purchasers. All May Warrants were originally exercisable for shares of Common Stock at an exercise price of $2.50 per share, which was later amended under the January Warrant Exercise Agreement (described below.) Pursuant to the May SPA, 1,780,000 shares of Common Stock and May Warrants to purchase 3,560,000 shares of Common Stock were put in escrow until each May Purchaser deposited certain amounts on a monthly basis with the Company. Upon payment of each required funding, a pro rata portion of the shares of Common Stock and May Warrants in escrow are to be issued and released to the May Purchasers. During the quarter ending September 30, 2025, a total of [0 ] shares of Common Stock were issued to the May Purchasers for an aggregate gross proceeds of $750,000, As of September 30, 2025, 1,901,281 May One-Year Warrants and 1,251,587 May Five-Year Warrants are outstanding.
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Reworded paragraphs (14)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited 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, 2024 (“2024 Annual Report”) and with the unaudited consolidated financial statements and related notes thereto presented in this Report.
Current wording
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.
Previous wording
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 becoming 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.
Current wording
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.
Previous wording
General and administrative expenses for the three months ended September 30, 2025 were approximately $1,451,867, decrease of approximately $2,752,079, compared to the three months ended September 30, 2024. The decrease was primarily due transaction costs of $3.1 million incurred in connection with the Business Combination in the prior period. We have only recently begun to raise proceeds through the offering of our Common Stock and convertible notes to investors and therefore expect, in the near term at a minimum, to continue to utilize the issuance of equity based instruments as compensation to reduce our cash outlays.
Current wording
General and administrative expenses for the three months ended March 31, 2026 were approximately $2.4 million, decrease of approximately $0.8 million, compared to the three months ended March 31, 2025. The decrease was primarily due to a decrease of $0.2 million in professional fees, a decrease of in employee related costs of $0.5 million, and by a decrease in insurance of $0.1 million. We have only recently begun to raise proceeds through the offering of our Common Stock and convertible notes to investors and therefore expect, in the near term at a minimum, to continue to utilize the issuance of equity based instruments as compensation to reduce our cash outlays.
Previous wording
Depreciation and amortization expenses for the three months ended September 30, 2025 were approximately $928,495, an increase of approximately $43,880, compared to the three months ended September 30, 2024. The increase was primarily due to the amortization expense associated with the developed technology placed into service in the second quarter of 2024.
Current wording
Depreciation and amortization expenses for the three months ended March 31, 2026 were approximately $1.0 million, an increase of approximately $0.1 million, compared to the three months ended March 31, 2025. The increase was primarily due to dates assets placed in service.
Previous wording
Change in fair value of the warrant liabilities for the three months ended September 30, 2025 was approximately $243,326 loss associated with the non-cash charge for changes in the fair value of the warrant liabilities that is subject to re-measurement at each balance sheet date. The change in the fair value of the warrant liabilities during the three months ended September 30, 2024 was $$632,969 associated with the non-cash charge for changes in the fair value of the warrant liabilities that is subject to re-measurement at each balance sheet date.
Current wording
Change in fair value of the warrant liabilities for the three months ended March 31, 2026 was approximately $0.3 million associated with the non-cash charge for changes in the fair value of the warrant liabilities that is subject to re-measurement at each balance sheet date. The change in the fair value of the warrant liabilities was minimal during the three months ended March 31, 2025.
Previous wording
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, including through the SEPA or other public offerings or private placements. However, the Company’s cannot conclude these are probable of being implemented or, if probable of being implemented, being in sufficient enough amounts to satisfy our contractual amounts as they presently exist that are coming due over the next 12 months as of the date of such filing.
Current wording
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.
Previous wording
As of the date of this filing, we have neither included nor intend to include any potential cash proceeds from the exercise of our warrants in our short-term or long-term liquidity sources or capital resource planning. Instead, 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.
Current wording
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.
Previous wording
Cash used in operating activities was approximately $11,666,133 during the nine months ended September 30, 2024 primarily due to our net loss of approximately $15,757,196. The net loss included non-cash charges of approximately $2,627,260, which consisted of approximately $1,427,729 of write offs of deferred financing fees, $1,581,744 in equity-based compensation expense, including the issuance of restricted shares, $1,771,966 of depreciation and amortization expense, partially offset by $1,946,310 in gains on debt extinguishment and $762,869 in changes in fair value of the warrant liabilities. The net cash inflow of approximately $1,463,803 from changes in our operating assets and liabilities was primarily due to an increase in accounts payable of $5,393,334, partially offset by a decrease of accrued expenses of $3,019,367, a decrease in prepaid expense and other current assets of $856,986.
Current wording
Cash used in operating activities was approximately $3.7 million during the three months ended March 31, 2026 primarily due to our net loss of approximately $3.1 million. The net loss included non-cash charges of approximately $0.9 million, which consisted of approximately $1.0 million of depreciation and amortization expense, and noncash interest expense, partially offset by $0.3 million gain due to the change in fair value of warrant liabilities. The net cash outflow of approximately $2.2 million from changes in our operating assets and liabilities was primarily due to a decrease in accounts payable of $1.6 million, offset by an increase in prepaid expense and other current assets of $0.5 million and a decrease in operating lease liability of $0.0 million.
Previous wording
Cash used in operating activities was approximately $5,344,393 during the nine months ended September 30, 2025 primarily due to our net loss of approximately $5,187,125. The net loss included non-cash charges of approximately $1,177,319, which consisted of approximately $3,060,585 of depreciation and amortization expense, $708,381 in equity-based compensation expense, including the issuance of restricted shares, and non-cash interest expense, offset by $667,503 gain due to the change in fair value of warrant liabilities and a gain on forgiveness of debt of $4,098,841. The net cash inflow of approximately $810,112 from changes in our operating assets and liabilities was primarily due to an increase in accrued expenses of $560,115, increase in accounts payable of $1,081,128, a decrease in prepaid expense and other current assets of $634,460 and a decrease in operating lease liability of $147,439.
Current wording
Cash used in operating activities was approximately $2.6 million during the three months ended March 31, 2025 primarily due to our net loss of approximately $3.6 million. The net loss included non-cash charges of approximately $0.8 million, which consisted of approximately $0.9 million of depreciation and amortization expense, $0.4 million in equity-based compensation expense, including the issuance of restricted shares, and noncash interest expense, partially offset by $0.6 million gain due to the change in fair value of warrant liabilities. The net cash inflow of approximately $0.2 million from changes in our operating assets and liabilities was primarily due to an increase in accounts payable of $0.9 million, offset by an increase in prepaid expense and other current assets of $0.6 million and a decrease in operating lease liability of $0.1 million.
Previous wording
Cash used in investing activities during the nine months ended September 30, 2025 was approximately $577,867, which consisted primarily of capitalized internal-use software costs.
Current wording
Cash used in investing activities during the three months ended March 31, 2026 was approximately $0.1 million, which consisted primarily of capitalized internal-use software costs.
Previous wording
Cash used in investing activities during the nine months ended September 30, 2024 was approximately $215,963, which consisted primarily of capitalized internal-use software costs and purchase of fixed assets and equipment.
Current wording
Cash used in investing activities during the three months ended March 31, 2025 was approximately $0.2 million, which consisted primarily of capitalized internal-use software costs.
Previous wording
Cash provided by financing activities during the nine months ended September 30, 2024 was approximately $10,269,961, consisted primarily of proceeds received from the sale of Common Stock of $180,024.
Current wording
Cash provided financing activities during the three months ended March 31, 2026 was approximately $5.5 million, which consisted of proceeds received from the proceeds from warrant exercises
Previous wording
Cash provided financing activities during the nine months ended September 30, 2025 was approximately $5,882,294, which consisted of proceeds received from the sale of Common Stock and proceeds from warrant exercises and short term loans.
Current wording
Cash provided financing activities during the three months ended March 31, 2025 was approximately $2.8 million, which consisted of proceeds received from the sale of Common Stock and proceeds from warrant exercises.
Previous wording
During the nine months ended September 30, 2025, 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 2024 Annual Report.
Current wording
During the three months ended March 31, 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.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Comparison of the Nine Months Ended September 30, 2025 and 2024
Previous report — wording carried elsewhere
General and administrative expenses for the nine months ended September 30, 2025 were approximately $6,514,077, decrease of approximately $9,455,540, compared to the nine months ended September 30, 2024. The decrease was primarily due transaction costs of $3.1 million incurred in connection with the Business Combination in the prior period. We have only recently begun to raise proceeds through the offering of our Common Stock and convertible notes to investors and therefore expect, in the near term at a minimum, to continue to utilize the issuance of equity based instruments as compensation to reduce our cash outlays.
Previous report — wording carried elsewhere
Change in fair value of warrant liabilities
Previous report — wording carried elsewhere
Change in fair value of the warrant liabilities for the nine months ended September 30, 2025 was approximately $667,503 associated with the non-cash charge for changes in the fair value of the warrant liabilities that is subject to re-measurement at each balance sheet date. Change in fair value of the warrant liabilities for the nine months ended September 30, 2024 was approximately $1.4 million associated with the non-cash charge for changes in the fair value of the warrant liabilities that is subject to re-measurement at each balance sheet date.