Brand Engagement Network Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 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.
Jun 30, 2026 · Filed Aug 14, 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 2026-03-31; filed 2026-05-15.
0001493152-26-023892
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038527
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 81 previous paragraphs and 106 current paragraphs.
55 unchanged; 14 reworded; 37 added; 12 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 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 (37)
Current report
We are a technology company building the infrastructure for intelligent engagement. We develop proprietary artificial intelligence (“AI”), enterprise software, and other technology designed to help organizations understand, engage, personalize, and activate interactions with the people and environments around them.
Current report
Our technology combines AI, software, data, automation, and enterprise integration capabilities to enable intelligent engagement across a range of environments and use cases. Our proprietary technology, including our Engagement Language Model (“ELM™”), is designed to connect conversational and other forms of interaction with organizational data, workflows, and systems, enabling organizations to deploy intelligent experiences across digital, physical, conversational, and multimodal environments. Our technology is designed for secure, enterprise-grade deployment.
Current report
By applying intelligence to interactions and environments, our technology is designed to improve experiences, support enterprise operations, automate meaningful work, and enable organizations to make interactions more personalized, efficient, and actionable. Our technology can be applied across industries and engagement environments, including hospitality, healthcare, automotive, transportation and mobility, enterprise operations, advertising, and media.
Current report
On June 30, 2026, we completed the acquisition of Cataneo GmbH (“Cataneo”), expanding our technology ecosystem into media and advertising infrastructure. Cataneo is a Munich-based provider of enterprise software for advertising sales, scheduling, traffic, content management, inventory, analytics, and related media operations. The acquisition adds media technology and monetization capabilities to our broader technology ecosystem and provides opportunities to apply our AI, automation, and engagement capabilities within media and other environments.
Current report
Our technology is supported by proprietary software, AI capabilities, intellectual property, and a patent portfolio. We continue to develop these technologies for applications across industries and markets in which organizations seek to make interactions and operations more intelligent, personalized, efficient, and actionable.
Current report
Recent Developments
Current report
Acquisition of Cataneo GmbH
Current report
On June 30, 2026, we completed our previously announced acquisition of Cataneo GmbH (“Cataneo”), a provider of enterprise software for advertising operations and infrastructure. Cataneo’s MYDAS platform supports advertising sales, scheduling, traffic, content management, monetization, analytics, CRM integration, and real-time reporting for broadcasters and media organizations. Cataneo’s platform manages more than €6 billion in annual advertising inventory across more than 1,000 media brands and more than 200 broadcast and digital channels across four continents. Cataneo generated more than €8.6 million in revenue in 2025. Total consideration for the acquisition was approximately $13.7 million, consisting of $9 million in cash and 255,014 shares of our common stock. In connection with the transaction, our Board of Directors appointed Cataneo Co-Founder Christian Unterseer to serve as a member of our Board, effective July 1, 2026.
Current report
Russell Index Inclusion
Current report
Effective at the close of U.S. markets on June 26, 2026, we were added to the Russell 3000® Index as part of the 2026 annual reconstitution of the Russell U.S. Indexes, resulting in concurrent inclusion in the Russell 2000® Index and applicable Russell style indexes.
Current report
Investment in Accelevate Solutions
Current report
On June 5, 2026, we completed a $1 million investment in Accelevate Solutions, a division of HighTide Energy, Inc., for an approximately 10% ownership stake. In connection with the investment, we received a warrant that may increase our ownership interest in Accelevate to approximately 20% over the following six months, subject to the terms of the warrant, and secured a matching $1 million investor capital commitment to support the exercise of that warrant.
Current report
Healthcare Initiatives
Current report
On June 11, 2026, we launched INTERVENT Health AI, a 50/50 joint venture with INTERVENT International formed to commercialize AI-powered health coaching and chronic disease management solutions. On June 23, 2026, our Skye Salud program in Mexico advanced to its next phase as we continued to expand our healthcare technology initiatives in the region.
Current report
Capital Structure and Legacy Liabilities
Current report
During the six months ended June 30, 2026, we continued to reduce legacy liabilities and streamline our capital structure. On January 29, 2026, we repaid in full an aggregate of $640,332 of outstanding indebtedness, including $630,332 owed to Hana Bank, South Korea, satisfying our obligations under the Asset Purchase Agreement dated May 3, 2023 through January 30, 2026. During the six months ended June 30, 2026, we also completed $596,005 of debt-to-equity conversions. On February 4, 2026, we also terminated our $50 million Standby Equity Purchase Agreement (“SEPA”) facility as part of our efforts to streamline our capital structure.
Current report
Subsequent Events
Current report
Cataneo U.S. Expansion
Current report
On July 13, 2026, we established a U.S. commercial headquarters for Cataneo on Madison Avenue in New York and appointed Don Durand as Chief Sales Officer of Cataneo to lead its commercial strategy and U.S. expansion.
Current report
Transportation Media Network
Current report
On July 14, 2026, together with Cataneo and Accelevate Solutions, we launched an AI-powered Transportation Media Network designed to convert connected vehicle fleets into advertising-supported media platforms.
Current report
INTERVENT Health AI Leadership
Current report
On August 1, 2026, INTERVENT Health AI, our 50/50 joint venture with INTERVENT International, appointed James F. Hughes as Chief Executive Officer to lead the venture’s commercialization efforts.
Current report
Skye Africa Intelligence
Current report
On August 5, 2026, Skye Africa Intelligence (Pty) Ltd., a joint venture owned by Valio Technologies (Pty) Ltd. and us, signed a non-binding Memorandum of Understanding with the East, Central and Southern Africa Health Community (“ECSA-HC”) to explore the deployment of AI-enabled health solutions across the ECSA-HC membership.
Current report
Grupo Skye and Related Entities: The Company owns a 25% common equity interest in Grupo Skye. Through this interest, the Company holds a 50% interest in Skye Salud (with Grupo Knobloch owning the other 50%) and, through Grupo Skye, 100% of Skye Intelligencia (formerly Skye Intelligencia LATAM), which serves as the vehicle for government-related business. The Company also holds a preferred equity interest that has been recorded at nominal value for accounting purposes.
Current report
Africa Licensing Agreement: On January 20, 2026, the Company, through its wholly owned subsidiary Skye AI USA LLC, entered into a licensing partnership related to the African market. The Company owns 25% of the common equity of Skye Africa Intelligence, Pty. Ltd, with Valio Technologies owning the remaining 75% and holds preferred equity with a nominal value. The Company is entitled to a 35% recurring revenue share.
Current report
Cash provided by financing activities during the six months ended June 30, 2026 was approximately $ $15.9 million, which consisted primarily of proceeds from the sale of Common Stock and warrant exercises.
Current report
Cash provided by financing activities during the six months ended June 30, 2025 was approximately $5.2 million, which consisted primarily of proceeds from the sale of Common Stock and warrant exercises.
Current report
Grupo Skye and Related Entities
Current report
The Company owns Grupo Skye. Through Grupo Skye, the Company holds the following interests:
Current report
Skye Salud: 50% owned by the Company (through Grupo Skye) and 50% owned by Grupo Knobloch.
Current report
Skye Intelligencia (formerly Skye Intelligencia LATAM): 100% owned by Grupo Skye. This entity serves as the vehicle for government-related business. In connection with the arrangements, the Company also received a contingent preferred equity interest with a nominal value and a 25% common equity interest. As the related entities were newly formed with limited or no operations or revenue history at the time the agreements were executed, the Company determined that collectibility of substantially all consideration was not probable at inception. Accordingly, the arrangements did not meet the criteria for revenue recognition under ASC 606. The preferred equity interest has been recorded as an equity security under ASC 321 with nominal value, and the common equity interests are accounted for under the equity method in accordance with ASC 323. Revenue attributable to any revenue share will be recognized as the related sales occur in accordance with ASC 606.
Current report
Africa Licensing Agreement
Current report
On January 20, 2026, the Company, through its wholly owned subsidiary Skye AI USA, LLC, entered into a licensing partnership with Valio Technologies (Pty) Ltd. Skye AI USA, LLC was established to limit potential liability of Brand Engagement Network Inc. outside the United States in connection with healthcare applications. Under the arrangement, the Company holds a 25% common equity interest in Skye Africa Intelligence Pty Ltd., and Valio Technologies (Pty) Ltd. owns the remaining. The Company also holds preferred equity with a nominal value. The Company is entitled to a 35% recurring revenue share. The 25% common equity interest is accounted for under the equity method of accounting.
Current report
Impairment of Definite Lived Intangible Assets
Current report
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the carrying amount of the asset exceeds its estimated undiscounted net cash flows, before interest, the Company will recognize an impairment loss equal to the difference between its carrying amount and its estimated fair value. If impairment is recognized, the reduced carrying amount of the asset will be accounted for as its new cost. Generally, fair values are estimated using discounted cash flow, replacement cost or market comparison analyses. The process of evaluating for impairment requires estimates as to future events and conditions, which are subject to varying market and economic factors. Therefore, it is reasonably possible that a change in an estimate resulting from judgments as to future events could occur which would affect the recorded amounts of the asset. No impairment losses were recorded for the three and six months ended June 30, 2026 or 2025.
Removed paragraphs (12)
Previous report
We are an emerging provider of conversational artificial intelligence (“AI”) assistants, with the purpose of transforming engagement and analytics for businesses through our security-focused, multimodal communication and human-like AI assistants. Our AI assistants are built on proprietary natural language processing, anomaly detection, multisensory awareness, sentiment and environmental analysis, as well as real-time individuation and personalization capabilities. We believe these powerful tools will empower businesses to elevate customer experiences, optimize cost management and supercharge operational efficiency. Our platform is designed to configure, train and operate AI assistants that engage with professionals and consumers through multiple channels, boosting customer experience and providing instant personalized assistance for consumers in the automotive and healthcare markets.
Previous report
We still hold significant intellectual property in the form of a patent portfolio that we believe will be a cornerstone of our artificial intelligence solutions for certain industries that we expect to target, including the automotive, healthcare, and financial services industries.
Previous report
Recent Events
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
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 report
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.
Reworded paragraphs (14)
Previous wording
We are a development stage company and have not generated any significant revenue to date.
Current wording
We are a development stage company and have not generated any significant revenue to date, but we anticipate additional revenue from our acquisition of Cataneo GmbH.
Previous wording
If we cease to become an emerging growth company, we will become subject to the provisions and requirements under Section 404(b) of the Sarbanes-Oxley Act of 2002, which will require us to undergo audits of our internal controls over financial reporting as part of our yearly financial statement audits, resulting in a significant increase in consultant and audit costs over previous levels going forward.
Current wording
If we cease to be an emerging growth company and then qualify as an accelerated filer or large accelerated filer, we will become subject to the provisions and requirements under Section 404(b) of the Sarbanes-Oxley Act of 2002, which will require us to undergo audits of our internal controls over financial reporting as part of our yearly financial statement audits, resulting in a significant increase in consultant and audit costs over previous levels going forward.
Previous wording
Comparison of the Three Months Ended March 31, 2026 and 2025
Current wording
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Previous wording
During the three months ended March 31, 2026 and 2025, revenue was immaterial.
Current wording
During the three months ended June 30, 2026 and 2025, revenue was immaterial. During the six months ended June 30, 2026, revenue increased to $264,394 from $15,000 during the six months ended June 30, 2025 primarily as a result of increased commercial traction for our Engagement AI solutions and related party revenue.
Previous 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.
Current wording
General and administrative expenses for the three and six months ended June 30, 2026 were approximately $2.6 million and 5.0 millions, respectively, compared to the three and six months ended June 30, 2025 which were approximately $1.8 million and $5.1 million, respectively. This represents an increase of approximately $0.8 million and a decrease of $0.1 million, respectively. The increase for the three months was primarily related to an increase in stock based compensation relating to shares issued for services. The decrease for the six months was primarily attributable to lower professional fees, employee-related costs, and insurance expense. We expect, in the near term, to continue utilizing the issuance of equity-based instruments as compensation to reduce our cash outlays.
Previous 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.
Current wording
Depreciation and amortization expenses for the three and six months ended June 30, 2026 were approximately $1.1 million and $2.1 million, respectively, compared to the three and six months ended June 30, 2025 of $1.0 million and $1.9 million, respectively. This represents an increase of approximately $0.1 million and $0.2 million, respectively.
Previous wording
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 wording
Research and development expenses for the three and six months ended June 30, 2026 were approximately $0.01 million and $0.03 million, respectively, compared to approximately $0.01 million and $0.02 million for the three and six months ended June 30, 2025, respectively. Research and development expenses primarily consisted of consulting-related expenses.
Previous 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.
Current wording
Change in fair value of warrant liabilities for the three and six months ended June 30, 2026 was approximately $0.2 million and $0.4 million, respectively, compared to approximately $0.2 million and $0.5 million for the three and six months ended June 30, 2025, respectively. The expense was associated with the noncash remeasurement of warrant liabilities at each balance sheet date.
Previous wording
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 wording
The accompanying unaudited condensed consolidated financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2026, the Company had an accumulated deficit of 62,066,889, a net loss of 6,424,305 and net cash used in operating activities of 5,608,706 during the six months ended June 30, 2026. Management expects to continue to incur operating losses and negative cash flows from operations for at least the next 12 months. The Company has financed its operations to date from proceeds from the sale of Common Stock, exercises of warrants, the issuance of promissory notes and convertible debt, and its transactions with AFG Companies Inc. (“AFG”). The Company’s current liquidity position raises substantial doubt about the Company’s ability to continue as a going concern.
Previous 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.
Current wording
Cash used in operating activities was approximately $5.6 million during the six months ended June 30, 2026, primarily due to our net loss of approximately $6.4 million. The net loss included noncash charges of approximately $2.5 million, consisting primarily of approximately $2.1 million of depreciation and amortization expense, $0.8 million of equity-based compensation expense, $0.1 million of noncash interest expense, and $0.1 million related to the reduction in the right-of-use asset partially offset by a gain of $0.5 million due to change in the fair value of warrant liabilities, and a gain of $0.1 million due to a gain on debt extinguishment. The net cash outflow of approximately $1.7 million from changes in operating assets and liabilities was primarily due to a decrease in accounts payable of $2.2 million, partially offset by a decrease in accounts receivable of $0.1 million, an increase in accrued expenses of $0.2 million, decrease in prepaid and other current assets of $0.3 million and a decrease in operating lease liabilities of $0.1 million.
Previous 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.
Current wording
Cash used in operating activities was approximately $2 million during the six months ended June 30, 2025, primarily due to our net loss of approximately $2.7 million. The net loss included non-cash charges of approximately $1.7 million, consisting primarily of approximately $1.9 million of depreciation and amortization expense, $0.5 million of equity-based compensation expense, including the issuance of restricted shares, and $0.1 million of non-cash interest expense, partially offset by a $0.4 million gain resulting from the change in fair value of warrant liabilities. The net cash inflow of approximately $0.2 million from changes in operating assets and liabilities was primarily due to an increase in accounts payable of $0.9 million, partially offset by an increase in prepaid expenses and other current assets of $0.6 million and a decrease in operating lease liabilities of $0.1 million.
Previous 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.
Current wording
Cash used in investing activities during the six months ended June 30, 2026 was approximately $9.8 million which consisted primarily of business acquisitions and capitalized internal-use software costs.
Previous 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.
Current wording
Cash used in investing activities during the three and six months ended June 30, 2025 was approximately $0.1 million, which consisted primarily of business acquisitions and capitalized internal-use software costs.
Previous 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.
Current wording
Other than described above, during the three and six months ended June 30, 2026, there were no material changes to our critical accounting policies and estimates from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations of BEN”, found in our 2025 Annual Report.