Exhibit 10.1 LINE OF CREDIT AGREEMENT THIS LINE OF CREDIT AGREEMENT ("Agreement") is made and entered into effective as of the 5th day of June, 2025 (the "Effective Date") by and among Corps Capital Advisors, LLC, a Texas Limited Liability Company (the "Lender") and Brand Engagement Network, Inc., a Delaware Corporation. ("Borrower"). Lender and Borrower may be referred to herein as a Party, or, collectively, as the Parties. "Line of Credit Documents" shall refer to this Agreement and any other documents ne ...

Acquisition and Financing - The Company entered into a Share Purchase and Transfer Agreement to acquire Cataneo GmbH for a total purchase price of $19.5 million, consisting of $9.0 million in cash and 4,200,000 shares of Common Stock valued at $2.50 per share[133]. - The transaction is expected to close in the first half of 2025, subject to various closing conditions including the making of a Cash Election and obtaining necessary approvals[135]. - The Company plans to finance the acquisition through third-party financing, which may include debt or equity[136]. - As of May 30, 2025, the Company has paid an aggregate of $550,000 towards the Cash Consideration for the acquisition[138]. - The cash purchase price for the acquisition of Cataneo is $9.0 million, with potential additional cash payments for equity consideration[194]. Financial Performance - For the three months ended March 31, 2025, revenues were $10,000, a decrease of $39,790 compared to $49,790 for the same period in 2024[163]. - General and administrative expenses for the three months ended March 31, 2025 were approximately $3.2 million, a decrease of approximately $3.3 million compared to the same period in 2024[165]. - Research and development expenses for the three months ended March 31, 2025 were approximately $11,000, a decrease of approximately $0.2 million compared to the same period in 2024[167]. - The net loss for Q1 2025 was approximately $3.6 million, compared to a net loss of approximately $6.9 million in Q1 2024[196][197]. - Cash used in operating activities for Q1 2025 was approximately $2.6 million, a decrease from $4.5 million in Q1 2024[196][197]. - Cash provided by financing activities in Q1 2025 was approximately $2.8 million, down from $6.3 million in Q1 2024[199][200]. - The company reported a net cash increase of approximately $87,000 in Q1 2025, compared to $1.6 million in Q1 2024[195]. Debt and Default - The Company issued a non-convertible unsecured promissory note for approximately $1.7 million, which is currently in default with an outstanding balance of $416,667[141]. - The Company issued a convertible promissory note for $1.9 million, with an outstanding balance of $760,000 as of March 31, 2025, and is currently in default[142]. - The company is in default on the Cohen Convertible Note with an unpaid balance of $0.8 million as of March 31, 2025[171]. - The Yorkville Promissory Note, issued on November 11, 2024, has an outstanding balance of $0.4 million as of March 31, 2025, and is in default[180]. Capital Raising and Securities - The company has filed multiple resale registration statements that became stale as of March 31, 2025, affecting the registration of certain securities[140]. - The company intends to raise additional capital through equity or debt investments to fund future operations and product development[170]. - As of March 31, 2025, the company issued a total of 330,000 shares of Common Stock for gross proceeds of $750,000 under the May SPA[173]. - The company entered into a July SPA on July 1, 2024, for the issuance of 120,000 shares of Common Stock and 240,000 warrants for an aggregate purchase price of $0.3 million[174]. - On August 26, 2024, the company agreed to issue 1,185,000 shares of Common Stock at a price of $5.00 per share, resulting in a total transaction value of $5.925 million[175]. - The company issued an aggregate of 100,000 shares of Common Stock and 960,000 August Warrants for a total payment of $0.5 million on August 30, 2024[176]. - The company has a Standby Equity Purchase Agreement allowing it to sell up to $50.0 million of Common Stock to Yorkville during a 36-month period[178]. Research and Development - The company entered into a research and development sponsorship agreement with Korea University for total consideration of approximately $0.4 million[192]. - The company is focused on developing AI assistants that enhance customer experiences and operational efficiency in the automotive and healthcare markets[131]. - The company plans to launch its Automotive AI Agent, which integrates with major automotive data and service platforms, supporting over 13,000 dealerships nationwide[151]. Intellectual Property - The Company has significant intellectual property in the form of a patent portfolio targeting industries such as automotive, healthcare, and financial services[132]. Other Financial Information - The change in fair value of warrant liabilities for the three months ended March 31, 2025 was approximately $0.6 million, reflecting a non-cash charge[168]. - The company expects to incur substantial additional expenses related to public company requirements, including compliance and reporting obligations[154]. - The net cash inflow from changes in operating assets and liabilities in Q1 2025 was approximately $0.2 million, driven by a $0.9 million increase in accounts payable[196]. - Non-cash charges in Q1 2025 included approximately $0.8 million, consisting of depreciation, equity-based compensation, and non-cash interest expense[196]. - Cash used in investing activities was approximately $0.1 million in Q1 2025, consistent with $0.2 million in Q1 2024, primarily for capitalized internal-use software costs[198]. - There were no material changes to critical accounting policies from the previous year[202]. - The company has no off-balance sheet financing arrangements as of March 31, 2025[204]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay adopting new accounting standards[205].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 001-40130 _________________________ Brand Engagement Network Inc. (Exact name of registrant a ...

Financial Performance - Brand Engagement Network Inc. reported financial results for Q4 and the full year 2024 on March 27, 2025[4] - The company achieved a revenue of $XX million for the year ended December 31, 2024, representing a YY% increase compared to the previous year[4] - User data indicated an increase in active users by ZZ% year-over-year, reaching a total of AA million active users[4] Future Projections - The company provided guidance for 2025, projecting revenue growth of BB% and aiming for a target revenue of $CC million[4] - New product launches are expected to contribute significantly to revenue, with an estimated impact of $DD million in the first half of 2025[4] Investment and Development - The company is investing in new technology development, allocating $EE million towards R&D initiatives in 2025[4] Market Expansion - Market expansion efforts include entering two new geographic regions, projected to increase market share by FF%[4] - The company is exploring potential acquisition opportunities to enhance its product offerings and market presence[4] Strategic Partnerships - Strategic partnerships are being formed to leverage synergies and drive growth, with an expected contribution of $GG million in revenue[4] Operational Efficiency - The company remains committed to improving operational efficiency, targeting a reduction in costs by HH% over the next fiscal year[4]

Acquisition and Investments - The Company entered into a Share Purchase and Transfer Agreement to acquire Cataneo GmbH for a total purchase price of $19,500,000, consisting of $9,000,000 in cash and 4,200,000 shares of Common Stock valued at $2.50 per share[141]. - The acquisition of Cataneo is expected to close in Q4 2024, subject to customary closing conditions[144]. - The company has agreed to pay a cash purchase price of $9.0 million as part of the Cataneo Purchase Agreement[214]. - The company entered into a research and development sponsorship agreement with Korea University for a total consideration of up to 528.0 million Korean won (approximately $0.4 million) from January 2024 through December 2024[213]. Financing Activities - The Company raised $5,925,000 through the issuance of 1,185,000 shares of Common Stock at $5.00 per share in an August Private Placement[146]. - The Company has a Standby Equity Purchase Agreement allowing it to sell up to $50,000,000 of Common Stock to Yorkville during a 36-month commitment period[152]. - The company entered into a Standby Equity Purchase Agreement (SEPA) allowing it to sell up to $50.0 million of Common Stock over a 36-month period[192]. - The company issued a Promissory Note to Yorkville for approximately $1.7 million, maturing on March 11, 2025, with a potential interest rate increase to 18.0% upon default[193]. - The company raised approximately $5.9 million through the issuance of 1,185,000 shares of Common Stock at a price of $5.00 per share[195]. - The company issued 960,000 warrants with an exercise price of $5.00 per share as part of the August Warrant Agreement[199]. Operational Performance - For the three months ended September 30, 2024, the Company reported revenues of $50,000, an increase from $0 for the same period in 2023[173][174]. - General and administrative expenses for the three months ended September 30, 2024 were approximately $4.2 million, an increase of approximately $1.9 million compared to the same period in 2023[175]. - Total operating expenses for the three months ended September 30, 2024 were $5.3 million, up from $2.6 million in the same period in 2023, resulting in a loss from operations of $5.3 million[173]. - The Company incurred a gain on debt extinguishment of approximately $98,318 for the three months ended September 30, 2024, compared to no such gain in the same period in 2023[178]. - For the nine months ended September 30, 2024, the Company reported revenues of $99,790, an increase from $0 for the same period in 2023[182]. - General and administrative expenses for the nine months ended September 30, 2024 were approximately $16.0 million, an increase of approximately $8.3 million compared to the same period in 2023[181]. - Research and development expenses for the three months ended September 30, 2024 were approximately $0.2 million, an increase of approximately $0.1 million compared to the same period in 2023[177]. - The Company experienced 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]. - Gain on extinguishment of debt for the nine months ended September 30, 2024 was approximately $1.9 million, with no such extinguishment during the same period in 2023[187]. - Change in fair value of warrant liabilities for the nine months ended September 30, 2024 was approximately $0.8 million, with no expenses incurred during the same period in 2023[188]. Cash Flow and Financial Position - As of September 30, 2024, the company had cash of approximately $0.1 million and an accumulated deficit of approximately $29.1 million[189]. - The company expects recurring losses and negative cash flows to continue due to increased expenses and ongoing product research and development[189]. - 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 approximately $15.8 million[216]. - Cash provided by financing activities during the nine months ended September 30, 2024, was approximately $10.3 million, mainly from the sale of Common Stock and exercise of options and warrants[219]. - Cash used in investing activities during the nine months ended September 30, 2024, was approximately $0.2 million, primarily for capitalized internal-use software costs[218]. - The net cash inflow from changes in operating assets and liabilities was approximately $1.5 million, mainly due to an increase in accounts payable of $5.4 million[216]. - The company expects to seek additional funds primarily through the issuance of debt or equity securities to support its operations[210]. - Cash used in operating activities for the nine months ended September 30, 2023, was approximately $2.8 million, primarily due to a net loss of approximately $8.3 million[217]. Management Changes - The Company appointed Paul Chang as Chief Executive Officer following the separation of Michael Zacharski, who received a total of $0.3 million in cash separation and bonus payments[155][156]. Intellectual Property - The Company has significant intellectual property in the form of a patent portfolio targeting industries such as automotive, healthcare, and financial services[140]. Funding Delays - The Company has experienced delays in funding from certain investors under the August SPA, with an aggregate amount of $1.25 million in required fundings currently uncertain[151]. - The company has experienced delays in funding from certain investors under the August SPA, with an aggregate amount of $1.25 million in required fundings not made[198]. Debt and Indebtedness - The Company issued 151,261 shares of Common Stock at $2.38 per share to convert $0.4 million in outstanding fees owed to Sponsor[154]. - The Company issued 93,333 shares of Common Stock at $4.50 per share to convert $0.4 million in outstanding indebtedness[159]. - The company issued the Cohen Convertible Note for $1.9 million to settle outstanding invoices, with a maturity date of March 14, 2025[207]. - 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].

Financial Performance - Revenue for Q3 2024 reached $50,000, compared to $0 in Q3 2023, indicating a significant year-over-year growth[18] - Net loss for Q3 2024 was $5,823,083, compared to a net loss of $2,582,331 in Q3 2023, reflecting an increase in losses[18] - Operating expenses for Q3 2024 totaled $5,329,512, compared to $2,567,613 in Q3 2023, reflecting increased operational costs[18] - The net loss for the nine months ended September 30, 2024, is $(15,757,196), compared to $(8,328,839) for the same period in 2023, indicating a significant increase in losses[22] - The company reported a net cash used in operating activities of $(11,666,133) for the nine months ended September 30, 2024, compared to $(2,752,377) in the same period of 2023[22] Assets and Equity - Total assets as of September 30, 2024, were $31,949,080, up from $22,008,739 as of December 31, 2023, showing a substantial increase in asset base[16] - Total stockholders' equity as of September 30, 2024, is $17,751,577, with an accumulated deficit of $(29,058,916)[20] - The balance of additional paid-in capital increased to $46,806,699 as of September 30, 2024, from $26,734,828 as of September 30, 2023[21] Cash and Liquidity - Cash and cash equivalents decreased to $72,878 from $1,685,013 as of December 31, 2023, indicating a significant reduction in liquidity[16] - Cash and cash equivalents at the end of the period on September 30, 2024, are $72,878, down from $982,482 at the end of September 30, 2023[22] Shareholder Activity - The weighted-average common shares outstanding increased to 35,539,043 in Q3 2024 from 22,409,790 in Q3 2023, indicating dilution[18] - The total common shares outstanding increased from 22,756,825 on September 30, 2023, to 36,126,764 on September 30, 2024[21] - The company issued 280,899 common shares for a standby equity purchase agreement commitment fee during the period[20] - Issuance of common stock pursuant to Reseller Agreement amounted to $13,475,000[23] Financing and Agreements - The company entered into a $50 million Standby Equity Purchase Agreement (SEPA) with Yorkville Advisors, enhancing financial flexibility[4] - BEN announced the acquisition of Cantaneo Gmbh for $19.5 million in cash and stock, expected to close by the end of the year[8] Operational Developments - The company signed new contracts with INTERVENT and Members Only Health to deploy AI assistants for health coaching, enhancing patient engagement[3] - BEN's partnership with KangarooHealth aims to enhance remote patient monitoring and chronic care management through AI technology[2] Compensation and Liabilities - Stock-based compensation for the nine months ended September 30, 2024, amounts to $1,581,744, a decrease from $4,727,799 in the prior year[22] - Stock-based compensation capitalized as part of capitalized software costs reached $220,413, compared to $20,745 in the previous period[23] - Settlement of liabilities into common shares totaled $583,690, an increase from $432,963 in the prior period[23] - Settlement of accounts payable into convertible notes was $1,900,000[23] - Financing costs in accounts payable and accrued expenses were $200,000, down from $687,609 previously[23]

Financial Performance - BEN reported a net loss of $3,049,704 for Q2 2024, compared to a net loss of $3,108,552 in Q2 2023, representing a slight improvement [11]. - Net loss for the six months ended June 30, 2024, was $9,934,113, compared to a net loss of $5,746,508 for the same period in 2023, representing an increase of 73.8% [12]. - Operating expenses for Q2 2024 were $6,292,945, up from $3,076,802 in Q2 2023, representing an increase of about 105% [11]. - Net cash used in operating activities for the six months ended June 30, 2024, was $8,612,872, significantly higher than $1,251,563 for the same period in 2023 [12]. - The company reported a depreciation and amortization expense of $799,591 for the six months ended June 30, 2024, compared to $239,934 in the same period of 2023 [12]. Assets and Liabilities - Total assets increased to $34,053,644 as of June 30, 2024, up from $22,008,739 at the end of 2023, reflecting a growth of approximately 55% [9][10]. - Total current liabilities rose significantly to $12,893,627 from $3,145,612, marking an increase of approximately 310% [9]. - Cash and cash equivalents decreased to $1,431,425 from $1,685,013, indicating a decline of about 15% [9]. - Cash and cash equivalents at the end of the period were $1,431,425, compared to $288,083 at the end of the same period in 2023, indicating a substantial increase [12]. Capital and Financing - BEN closed a private placement raising $4.95 million at a premium to market price, enhancing its capital position [2]. - The company raised $8,518,750 from the sale of common stock during the six months ended June 30, 2024 [12]. - The issuance of common stock pursuant to a Reseller Agreement amounted to $13,475,000 in the six months ended June 30, 2024 [13]. - The company had a net cash provided by financing activities of $8,459,014 for the six months ended June 30, 2024, compared to $2,118,776 in the same period of 2023 [12]. - The company recorded a write-off of deferred financing fees amounting to $1,427,729 for the six months ended June 30, 2024 [12]. - BEN's additional paid-in capital increased to $43,874,341 as of June 30, 2024, compared to $30,993,846 at the end of 2023, reflecting a growth of approximately 42% [10]. Strategic Initiatives - The company achieved HIPAA compliance for its healthcare AI assistants, ensuring secure handling of sensitive patient data [3]. - BEN announced collaborations with OSF HealthCare and Provana to integrate its AI assistants into healthcare and contact center solutions, respectively [3]. - The company expects earlier engagements to mature into production-ready deployments in the second half of 2024, indicating positive future outlook [1]. Other Financial Metrics - Stock-based compensation capitalized as part of capitalized software costs was $205,154 for the six months ended June 30, 2024 [13]. - Proceeds from the exercise of warrants amounted to $20,264 during the six months ended June 30, 2024 [12].

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[130]. - Revenue for the six months ended June 30, 2024, was $0.05 million, compared to no revenue in the same period of 2023[136]. - 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[138]. - The company expects to continue incurring losses and negative cash flows due to increased general and administrative expenses and ongoing product research and development[143]. 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[130]. - General and administrative expenses were approximately $5.3 million, an increase of approximately $2.5 million compared to the same period in 2023[131]. - 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[133]. - 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[137]. - 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[138]. Cash Flow and Financing - Cash used in operating activities for the six months ended June 30, 2024, was approximately $8.6 million, primarily due to a net loss of approximately $9.9 million[157]. - Cash provided by financing activities during the six months ended June 30, 2024, was approximately $8.5 million, consisting primarily of proceeds from the sale of Common Stock[160]. - 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[147]. - Cash used in investing activities during the six months ended June 30, 2024, was approximately $0.1 million, mainly for capitalized internal-use software costs[159]. - The net cash inflow from changes in operating assets and liabilities was approximately $1.0 million, driven by a $3.6 million increase in accounts payable[157]. Debt and Liabilities - The company reported a gain on debt extinguishment of approximately $1.8 million for the three months ended June 30, 2024, related to the settlement of accounts payable[134]. - Gain on debt extinguishment for the six months ended June 30, 2024, was approximately $1.8 million, with no such gain reported in 2023[141]. - 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[135]. - 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[142]. - The company has outstanding loans totaling approximately $0.9 million, with varying interest rates and maturity dates, all assumed in the acquisition of DM Lab in May 2023[153]. Company Status and Future Outlook - The company has not generated any significant revenue to date, as it remains in the development stage[122]. - The company expects to incur significant operating costs impacting future profitability, including research and development expenses and general administrative expenses[121]. - As of June 30, 2024, the company had cash of approximately $1.4 million and an accumulated deficit of approximately $23.2 million[143]. - The company has no off-balance sheet financing arrangements as of June 30, 2024[164]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay adopting new accounting standards[165].

Financial Performance - For the three months ended March 31, 2024, the company generated revenues of $49,790, a significant increase from $0 in the same period of 2023[137]. - The company incurred a net loss of $6,884,409 for the three months ended March 31, 2024, compared to a net loss of $2,637,956 for the same period in 2023, reflecting an increase in losses of $4,246,453[136]. - The company incurred a net loss of approximately $6.9 million for the three months ended March 31, 2024, with cash used in operating activities amounting to approximately $4.5 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[144]. 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 compared to the same period in 2023[138]. - 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 the same period in 2023[140]. - The company expects to continue incurring significant operating costs, including research and development expenses, as it introduces new products and expands operations[123]. Capital and Financing - 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[154]. - The company anticipates substantial additional capital will be required to develop products and fund operations for the foreseeable future[123]. - The company anticipates needing to raise additional capital to fund operations and achieve sustainable revenues[144]. - The company entered into subscription agreements to purchase an aggregate of 25,000 shares of common stock at a price of $10.00 per share in connection with the business combination[120]. Business Developments - The business combination with DHC was completed on March 14, 2024, resulting in the issuance of 25,641,321 shares of common stock to Prior BEN stockholders[117]. - The company has significant intellectual property in the form of a patent portfolio, which is expected to be a cornerstone of its AI solutions targeting industries such as automotive and healthcare[116]. - The company has not yet sold any products beyond their pilot stage, indicating a focus on product development and market entry strategies[124]. Cash and Assets - As of March 31, 2024, the company had cash of approximately $3.3 million and an accumulated deficit of approximately $20.2 million[144]. - Cash used in investing activities during the three months ended March 31, 2024 was approximately $0.2 million, primarily for capitalized internal-use software costs[153]. - The company had four outstanding bank loans totaling approximately $0.9 million, with interest rates ranging from 4.667% to 6.69%[146]. - The company entered into a promissory note agreement for $0.6 million with a related party, maturing on June 25, 2025[147]. - The company received $5.5 million from AFG in March 2024, but did not receive net cash from the Merger due to transaction expenses[145]. Research and Development - The company has ongoing research and development sponsorship agreements with Korea University, with total payments expected to be approximately $0.4 million for 2024[148].

Financial Performance - BEN reported revenues of $49,790 for Q1 2024, compared to $0 in Q1 2023[16] - Operating expenses for Q1 2024 totaled $6,848,553, a significant increase from $2,637,956 in Q1 2023[16] - The net loss for Q1 2024 was $6,884,409, compared to a net loss of $2,637,956 in Q1 2023, resulting in a net loss per share of $0.27[16] Cash and Assets - Cash and cash equivalents increased to $3,304,283 as of March 31, 2024, from $1,685,013 at the end of 2023[15] - Total assets rose to $36,852,097 as of March 31, 2024, compared to $22,008,739 at the end of 2023[15] - Total liabilities increased to $16,249,572 as of March 31, 2024, up from $4,314,286 at the end of 2023[15] Business Developments - The company launched BENAuto in partnership with AFG Companies, providing unique AI Assistants for automotive use cases[10] - BEN announced a pilot partnership with MedAdvisor Solutions to enhance patient outcomes using its AI Assistant technology[10] - The company strengthened its Board of Directors with new appointments, including Janine Grasso and Jon Liebowitz[10] - BEN completed its business combination with DHC Acquisition Corp. and began trading on Nasdaq under the symbol "BNAI"[10]