Termination of Agreement and Legal Action - Brand Engagement Network Inc (BEN) terminated its Exclusive Reseller Agreement with AFG Companies Inc (AFG) and filed a lawsuit against AFG and its CEO, alleging fraudulent misrepresentation, breach of contract, and concealment of a ransomware attack [1] - The Agreement, signed in August 2023, aimed to expedite BEN's entry into the automotive market but was hindered by AFG's failure to provide access to the agreed-upon operational-ready data platform [2] - BEN believes AFG's actions caused significant delays in key automotive initiatives and irreparably damaged trust in the partnership [2] Impact on Automotive Initiatives - The termination of the Agreement was deemed essential to protect BEN's strategy and focus on delivering impactful AI solutions to the automotive industry [3] - BEN's systems, data, and customers were not impacted by the ransomware attack, as it occurred before any integration with AFG [3] Automotive AI Agent Rollout - BEN is finalizing preparations to launch its Automotive AI Agent, which integrates with major automotive data and service platform providers and supports over 13,000 dealerships nationwide [4] - The AI Agent aims to streamline dealership operations by improving lead conversion, automating scheduling, enhancing service efficiency, and providing advanced analytics [4] - BEN plans to expand its efforts through pilot programs in the Midwest, stronger reseller partnerships in Mexico, and collaborations with Canadian dealership groups [4] Expansion of AI Healthcare Solutions - BEN continues to expand its AI healthcare solutions, which transform patient engagement and streamline communications while adhering to key regulations such as HIPAA, GDPR, SOC 2 Type 1, and CCPA [5] - These solutions prioritize robust data security and reduce administrative burdens, enabling healthcare providers to focus on delivering high-quality care [5] Commitment to Trust and Partnerships - BEN emphasizes the importance of data security and trust in the automotive industry, particularly in light of the termination of the Agreement with AFG [6] - The company's decisive action strengthens its ability to prioritize initiatives that benefit its automotive partners [6] Company Overview - Brand Engagement Network Inc (BEN) is a global leader in AI-powered customer engagement solutions, headquartered in Jackson, Wyoming, with offices in Seoul, South Korea [6] - BEN delivers advanced technology to enhance data utilization, improve interactions, and drive operational efficiency across industries such as automotive, healthcare, and customer service [6] - The company provides a secure, scalable AI platform through SaaS, Private Cloud, and On-Premises technology, ensuring data privacy and security while enabling efficient operations [6]

Core Insights - The collaboration between Brand Engagement Network, Inc. (BEN), Cataneo, Vybroo, and Grupo Siete aims to modernize Mexico's radio advertising landscape through AI-driven solutions [11][12][13] - The MYDAS platform will enable real-time campaign management, optimizing ad placement and enhancing listener engagement [1][12] - The pilot program will be launched in key markets including Mexico City, Culiacán, Mazatlán, and Guasave [3] Company Summaries - Brand Engagement Network, Inc. is a global provider of conversational AI solutions, focusing on enhancing customer experiences and productivity through AI-powered digital assistants and lifelike avatars [14] - Cataneo is a media technology company that offers comprehensive media management solutions, including the MYDAS platform, which supports over 1,000 media brands across 200+ channels [15] - Vybroo specializes in audiovisual identity and aims to connect businesses with their brand message through innovative audio and video solutions [16] - Grupo Siete, with over 47 years of experience, is a leading name in Mexico's media landscape, known for its commitment to responsible communication and high-quality radio programming [7]

Equity Issuance and Financing - The company raised $5.925 million through a private placement by issuing 1.185 million shares of common stock at $5.00 per share[146] - The company entered into a Standby Equity Purchase Agreement with Yorkville, allowing it to sell up to $50 million of common stock over a 36-month period[152] - The company issued 120,000 shares of common stock and 240,000 warrants to The Williams Family Trust for $0.3 million[158] - The company issued 1,980,000 shares of Common Stock and 3,960,000 warrants for aggregate gross proceeds of approximately $5.0 million in a private placement on May 28, 2024[160] - As of November 13, 2024, the company issued 1,594,500 shares of Common Stock for aggregate gross proceeds of $3,986,250, resulting in the issuance of 797,250 May One-Year Warrants and 797,250 May Five-Year Warrants[160] - The company entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville, allowing the sale of up to $50.0 million of Common Stock, with shares issued at 96% or 97% of the Market Price depending on the pricing period[192] - On August 26, 2024, the company entered into the August SPA, issuing 1,185,000 shares of Common Stock at $5.00 per share for an aggregate purchase price of $5.9 million[195] - As of November 13, 2024, a total of 220,000 shares of Common Stock have been issued to the August Purchasers for gross proceeds of $0.55 million, with delays in funding from certain investors amounting to $1.25 million[198] - On August 26, 2024, the company issued an aggregate of 960,000 warrants with an exercise price of $5.00 per share and a five-year expiration period[199] - On July 1, 2024, the company entered into the July SPA, issuing 120,000 shares of Common Stock and 240,000 July Warrants for an aggregate purchase price of $0.3 million[201] - On May 28, 2024, the company entered into the May SPA, issuing 1,980,000 shares of Common Stock and 3,960,000 May Warrants for aggregate gross proceeds of approximately $5.0 million[203] - As of November 13, 2024, a total of 1,594,500 shares of Common Stock have been issued to the May Purchasers for aggregate gross proceeds of $3,986,250, with delays in funding from certain investors amounting to $963,750[206] - Cash provided by financing activities for the nine months ended September 30, 2024, was approximately $10.3 million, primarily from the sale of Common Stock and exercise of options and warrants[219] Debt and Convertible Instruments - The company issued a $1.7 million promissory note to Yorkville, maturing on March 11, 2025, with a potential interest rate increase to 18% upon default[153] - The company converted $0.4 million of outstanding fees into 151,261 shares of common stock at $2.38 per share through a Fee Conversion Agreement[154] - The company converted $0.4 million of debt into 93,333 shares of common stock at $4.50 per share through a Debt Conversion Agreement[159] - The company issued a $1.9 million convertible promissory note on April 12, 2024, with an 8% annual interest rate starting October 14, 2024[161] - As of September 30, 2024, the company had four outstanding bank loans totaling approximately $0.9 million, with interest rates ranging from 4.667% to 6.69%[212] Acquisitions and Investments - The company acquired Cataneo GmbH for a total purchase price of $19.5 million, consisting of $9 million in cash and 4.2 million shares of common stock at $2.50 per share[141] - The company agreed to pay a cash purchase price of $9.0 million at the closing of the Cataneo Acquisition, with potential additional cash payments for equity consideration[214] - Cash used in investing activities for the nine months ended September 30, 2024, was approximately $0.2 million, primarily for capitalized internal-use software costs[218] Financial Performance and Expenses - The company reported $0.1 million in revenue for the three months ended September 30, 2024, compared to no revenue for the same period in 2023[174] - General and administrative expenses increased by $1.9 million to $4.2 million for the three months ended September 30, 2024, primarily due to professional fees and employee-related costs[175] - Depreciation and amortization expenses increased by $0.8 million to $1.0 million for the three months ended September 30, 2024, due to amortization of developed technology[176] - Research and development expenses increased by $0.1 million to $0.2 million for the three months ended September 30, 2024, due to increased headcount from the acquisition of DM Lab[177] - The company reported a net loss of $5.8 million for the three months ended September 30, 2024, compared to a net loss of $2.6 million for the same period in 2023[173] - General and administrative expenses increased by $8.3 million to $16.0 million for the nine months ended September 30, 2024, primarily due to professional fees and employee-related costs[181] - The company reported a net loss of $15.8 million for the nine months ended September 30, 2024, compared to a net loss of $8.3 million for the same period in 2023[182] - Gain on debt extinguishment for the nine months ended September 30, 2024 was approximately $1.9 million, related to settlement of accounts payable and accrued expenses through the issuance of 93,333 and 151,261 shares of Common Stock and negotiated cash settlement[187] - Change in fair value of warrant liabilities for the nine months ended September 30, 2024 was approximately $0.8 million, associated with non-cash charge for changes in the fair value of warrant liabilities[188] - Cash used in operating activities for the nine months ended September 30, 2024, was approximately $11.7 million, primarily due to a net loss of $15.8 million[216] Liquidity and Capital Resources - As of September 30, 2024, the company's principal source of liquidity was cash of approximately $0.1 million, with an accumulated deficit of approximately $29.1 million[189] - The company does not expect to rely on cash proceeds from Warrant exercises for funding operations, as it plans to seek additional funds through debt or equity issuance[210] - The company has no off-balance sheet financing arrangements as of September 30, 2024[224] Research and Development - The company entered into a research and development sponsorship agreement with Korea University for up to 528.0 million Korean won (approximately $0.4 million) from January 2024 through December 2024[213] - The company paid $211.2 million Korean won (approximately $0.2 million) under the Korea University agreement as of September 30, 2024, with $316.8 million Korean won (approximately $0.2 million) remaining[213] Executive Compensation and Separation - The company's former Co-CEO, Michael Zacharski, received $0.3 million in separation and bonus payments upon his resignation[155] Regulatory and Legal Status - The company is classified as an "emerging growth company" under the JOBS Act, allowing delayed adoption of new accounting standards[225]

Exhibit 99.1 BEN Reports Third Quarter 2024 Financial Results JACKSON, Wyo., Nov. 14, 2024 – Brand Engagement Network Inc. ("BEN") (Nasdaq: BNAI), a global leader in secure and reliable conversational AI solutions, today announced its financial results and key business highlights for the third quarter ended September 30, 2024. "In the third quarter, we made significant progress in delivering secure, scalable AI solutions and advancing our mission to transform industries with intelligent technology," said Pa ...

Exhibit 99.1 BEN Reports Second Quarter 2024 Financial Results JACKSON, WY – August 14, 2024 – Brand Engagement Network Inc. ("BEN") (Nasdaq: BNAI), an emerging provider of safe and secure customer engagement AI, today announced its financial results and key business highlights for the second quarter ended June 30, 2024. "In the second quarter, we made continued progress on market validation initiatives, with meaningful acceleration in new proof of concepts" said Paul Chang, Co-CEO of BEN. "Looking to the s ...

Financial Performance - The net loss for the three months ended June 30, 2024, was approximately $3.0 million, a slight improvement compared to a net loss of $3.1 million in the same period in 2023[143]. - Revenue for the six months ended June 30, 2024, was $0.05 million, compared to no revenue in the same period of 2023[149]. - Net loss for the six months ended June 30, 2024, was approximately $9.9 million, compared to a net loss of $5.7 million in the same period of 2023, representing an increase in loss of $4.2 million[151]. - The company expects to continue incurring losses and negative cash flows due to increased general and administrative expenses and ongoing product research and development[156]. Operating Expenses - Total operating expenses for the three months ended June 30, 2024, were $6.3 million, an increase of $3.2 million from $3.1 million in the same period in 2023[143]. - General and administrative expenses were approximately $5.3 million, an increase of approximately $2.5 million compared to the same period in 2023[144]. - General and administrative expenses increased to approximately $11.8 million for the six months ended June 30, 2024, up by approximately $6.4 million from $5.4 million in 2023[150]. - Total operating expenses for the six months ended June 30, 2024, were approximately $13.2 million, an increase of $7.5 million compared to $5.7 million in 2023[151]. - Significant operating costs are expected to continue, impacting future profitability, including research and development expenses and general administrative expenses[133]. Research and Development - Research and development expenses for the three months ended June 30, 2024, were approximately $0.4 million, an increase of approximately $0.3 million compared to the same period in 2023[146]. Cash Flow and Financing - Cash used in operating activities for the six months ended June 30, 2024, was approximately $8.6 million, compared to $1.3 million for the same period in 2023, primarily due to a net loss of approximately $9.9 million in 2024 versus $5.7 million in 2023[173][174]. - Cash provided by financing activities during the six months ended June 30, 2024, was approximately $8.5 million, significantly higher than $2.1 million in 2023, mainly from proceeds received from the sale of Common Stock[176][177]. - The company entered into a private placement in May 2024, raising approximately $5.0 million through the issuance of 1,980,000 shares of Common Stock[160]. - The company had cash of approximately $1.4 million and an accumulated deficit of approximately $23.2 million as of June 30, 2024[156]. Debt and Liabilities - Gain on debt extinguishment for the three months ended June 30, 2024, was approximately $1.8 million, related to the settlement of accounts payable through the issuance of shares of Common Stock[147]. - Gain on debt extinguishment for the six months ended June 30, 2024, was approximately $1.8 million, with no such gain reported in 2023[154]. - Change in fair value of warrant liabilities for the three months ended June 30, 2024, was approximately $1.5 million, reflecting a non-cash charge for changes in the fair value of the warrant liability[148]. - Change in fair value of warrant liabilities for the six months ended June 30, 2024, was approximately $1.4 million, with no such expenses incurred in 2023[155]. - The company has outstanding loans totaling approximately $0.9 million, with interest rates ranging from 4.667% to 6.69%[168]. Cash Management - The net cash inflow from changes in operating assets and liabilities for the six months ended June 30, 2024, was approximately $1.0 million, driven by a $3.6 million increase in accounts payable[173]. - The company reported a net decrease in cash and cash equivalents of approximately $253,588 for the six months ended June 30, 2024, compared to an increase of $286,073 in 2023[172]. - Cash used in investing activities was approximately $0.1 million for the six months ended June 30, 2024, down from approximately $0.6 million in 2023, primarily related to capitalized internal-use software costs[175]. Company Status and Future Outlook - The company has not generated any significant revenue to date, as it remains in the development stage[134]. - The company anticipates substantial additional capital will be required to develop products and fund operations for the foreseeable future[133]. - The company is focused on expanding its operations and driving brand awareness, particularly following the acquisition of DM Lab Co., LTD in May 2023[144]. - There were no material changes to critical accounting policies and estimates from the previous reporting period[179]. - The company has no off-balance sheet financing arrangements as of June 30, 2024[181]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay adopting new accounting standards[182]. - The financial statements may not be comparable to those of companies that comply with new accounting pronouncements as of public company effective dates due to the extended transition period[183].

Revenue and Financial Performance - For the three months ended March 31, 2024, the company generated $49,790 in revenue, a significant increase compared to no revenue in the same period of 2023[131]. - The net loss for the three months ended March 31, 2024 was $6.9 million, compared to a net loss of $2.6 million in the same period of 2023, reflecting an increase of $4.2 million[130]. - The company incurred a net loss of approximately $6.9 million during the three months ended March 31, 2024, with cash used in operating activities of approximately $4.5 million[145]. - Cash provided by financing activities during the three months ended March 31, 2024 was approximately $6.3 million, primarily from the sale of Common Stock[148]. - The company expects to continue incurring losses and negative cash flows due to increased expenses related to product research and development[137]. Expenses - General and administrative expenses for the three months ended March 31, 2024 were approximately $6.5 million, an increase of approximately $3.9 million from $2.6 million in the same period of 2023[132]. - Research and development expenses for the three months ended March 31, 2024 were approximately $0.3 million, an increase of approximately $0.2 million compared to $2,000 in the same period of 2023[134]. - Total operating expenses for the three months ended March 31, 2024 were $6.8 million, an increase of $4.2 million from $2.6 million in the same period of 2023[128]. - The company expects to incur significant operating costs related to research and development, capital expenditures, and general administrative expenses as it scales operations[119]. - The company anticipates an increase in professional fees and other public company costs following the completion of the merger[121]. Capital and Financing - As of March 31, 2024, the company had cash of approximately $3.3 million and an accumulated deficit of approximately $20.2 million[137]. - The company had four outstanding bank loans totaling approximately $0.9 million, with interest rates ranging from 4.667% to 6.69%[139]. - The company entered into a promissory note agreement for $0.6 million with a related party, maturing on June 25, 2025[140]. - The company received $5.5 million from AFG in March 2024, concurrent with the Merger, but did not receive net cash due to transaction expenses[138]. Research and Development - The company has ongoing research and development sponsorship agreements with Korea University, with total payments expected to reach approximately $0.4 million in 2024[142]. - The company has a patent portfolio that is expected to be a cornerstone of its artificial intelligence solutions targeting industries such as automotive, healthcare, and financial services[112]. Business Combination - The company entered into a business combination with DHC on March 14, 2024, issuing 25,641,321 shares of common stock to Prior BEN stockholders[113]. Internal Controls - Management has identified a material weakness in internal controls over financial reporting, which has not yet been remediated[159].

Exhibit 99.1 BEN Reports First Quarter 2024 Financial Results JACKSON, WY – May 14, 2024 – Brand Engagement Network Inc. ("BEN") (Nasdaq: BNAI), an emerging provider of personalized customer engagement AI, today announced its financial results and key business highlights for the first quarter ended March 31, 2024. "We are excited to announce our first set of results as a public company following our Nasdaq listing in March." said Michael Zacharski, CEO of BEN. "We are making solid progress on our key strate ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) Delaware 001-40130 98-1574798 (State or other jurisdiction of inc ...

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $1,589,913, consisting of operating and formation costs of $1,624,228 and a change in fair value of warrant liabilities of $539,266, offset by interest earned of $573,581 [117]. - For the nine months ended September 30, 2023, the company had a net income of $231,821, which included interest earned of $3,868,445, offset by operating and formation costs of $2,485,751 and a change in fair value of warrant liabilities of $1,150,873 [119]. - The company had cash used in operating activities of $726,761 for the nine months ended September 30, 2023, compared to $512,027 for the same period in 2022 [124][125]. Cash and Liquidity - As of September 30, 2023, the company had cash held in the Trust Account amounting to $49,179,344, which is intended to be used for completing a business combination [126]. - The company has determined that it does not have sufficient liquidity to meet anticipated obligations for at least twelve months after the financial statements are issued, raising substantial doubt about its ability to continue as a going concern [132]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023 [133]. Shareholder Activity - The company’s shareholders redeemed approximately 26,298,498 Class A ordinary shares for cash at a redemption price of approximately $10.21 per share, totaling an aggregate redemption amount of approximately $269,585,000 [114]. - The company has identified a clerical error resulting in an overpayment of approximately $887,555 to redeeming shareholders, of which $870,731 has been collected as of September 30, 2023 [127]. Business Combination Plans - The company plans to extend the date to consummate a business combination from December 4, 2023, to May 4, 2024, pending shareholder approval [114]. Accounting Standards - The FASB's ASU 2020-06, effective January 1, 2024, will simplify accounting for certain financial instruments, impacting the company's financial position and results of operations [139]. - The company has not adopted ASU 2020-06 as of September 30, 2023, and is currently assessing its potential impact [139]. - Management believes that no other recently issued accounting standards will materially affect the unaudited condensed consolidated financial statements [140]. Equity Accounting - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' deficit [137]. - Net (loss) income per ordinary share is calculated using the two-class method, excluding accretion associated with redeemable shares [138]. IPO Costs - The company incurred $17,501,346 in Initial Public Offering related costs, including $6,189,014 of underwriting fees and $10,830,775 of deferred underwriting fees [123].