As filed with the Securities and Exchange Commission on September 13, 2024. Registration No. 333- (State or other Jurisdiction of Incorporation Or Organization) Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) UNITED STATES SECURITIES AND EXCHANGE COMMISSION (I.R.S. Employer Identification Number) Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) 145 E. ...

As filed with the Securities and Exchange Commission on September 13, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 145 E. ...

As filed with the Securities and Exchange Commission on September 13, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 145 E. ...

(Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) As filed with the Securities and Exchange Commission on September 13, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 145 E. ...

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].

As filed with the Securities and Exchange Commission on August 12, 2024. Registration No. 333-280366 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) 145 E. Snow King Ave PO B ...

As filed with the Securities and Exchange Commission on August 12, 2024. Registration No. 333-280366 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) 145 E. Snow King Ave PO B ...

As filed with the Securities and Exchange Commission on July 26, 2024. Registration No. 333-280366 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) 145 E. Snow King Ave PO Box ...

As filed with the Securities and Exchange Commission on July 26, 2024. Registration No. 333-280366 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) (State or other Jurisdiction of Incorporation Or Organization) Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) 145 E. Snow King Ave PO Box ...