Financial Performance - Revenue for Q3 2025 was $60.12 million, a 20.24% increase from $50.00 million in Q3 2024[17] - Gross profit for the nine months ended September 30, 2025, was $75.12 million, compared to $99.79 million for the same period in 2024, reflecting a decrease of 24.83%[17] - Net loss for Q3 2025 was $2.48 million, compared to a net loss of $5.82 million in Q3 2024, indicating an improvement of 57.45%[17] - For the nine months ended September 30, 2025, the net loss was $5,187,125, a significant improvement compared to a net loss of $15,757,196 for the same period in 2024, indicating a reduction of approximately 67%[24] - The net loss for the three months ended September 30, 2025 was $2,481,975, a significant improvement of $3,341,108 from a net loss of $5,823,083 in the prior year[156] - For the nine months ended September 30, 2025, revenues were $75,120, a decrease of $24,670 from $99,790 in the same period of 2024[163][164] Assets and Liabilities - Total current assets increased to $1.83 billion as of September 30, 2025, up from $1.23 billion at the end of 2024, representing a growth of 49.49%[16] - Total liabilities decreased to $12.92 billion as of September 30, 2025, down from $15.51 billion at the end of 2024, a reduction of 16.73%[16] - The company reported a total stockholders' equity of $3.45 million as of September 30, 2025, an increase from $2.64 million at the end of 2024, reflecting a growth of 30.49%[16] - The company reported an accumulated deficit of $52,204,274 as of September 30, 2025, highlighting ongoing financial challenges[28] Cash Flow and Financing - Cash used in operating activities for the nine months ended September 30, 2025, was $5,344,393, down from $11,666,133 in the prior year, reflecting a 54% decrease[24] - Cash and cash equivalents are maintained in business checking and money market accounts, recorded at fair value, and held for short-term liquidity requirements[51] - The Company raised $4.4 million in cash and $0.5 million through offset obligations in the May Private Placement, selling 1,980,000 shares of Common Stock and 3,960,000 warrants[173] - Cash provided by financing activities for the nine months ended September 30, 2025, was approximately $5.88 million, down from $10.27 million in 2024[199] - The Company expects to continue seeking additional funds primarily through the issuance of debt or equity securities to support its operations[190] Operating Expenses - Operating expenses for the nine months ended September 30, 2025, totaled $9.37 million, down from $18.50 million in the same period of 2024, a decrease of 49.33%[17] - General and administrative expenses decreased to approximately $1,451,867 for the three months ended September 30, 2025, down by approximately $2,752,079 from $4,203,946 in the prior year[156][158] - Total operating expenses for the three months ended September 30, 2025 were $2,376,733, a decrease of $2,952,779 compared to $5,329,512 in the same period of 2024[156] Stock and Equity - The weighted average number of common shares outstanding increased to 42,166,121 for Q3 2025, compared to 35,539,043 for Q3 2024, an increase of 18.51%[17] - The Company has 19,148,526 potentially dilutive securities excluded from the calculation of weighted average shares of Common Stock outstanding as of September 30, 2025, compared to 27,816,055 in 2024[64] - The Company issued 200,000 shares and 400,000 warrants for gross proceeds of $500,000 on May 30, 2024[85] - The Company issued 1,500,000 shares of Common Stock to Yorkville under the Standby Equity Purchase Agreement during the nine months ended September 30, 2025[178] Future Outlook - The company expects to continue incurring operating losses and negative cash flows for at least the next 12 months, raising substantial doubt about its ability to continue as a going concern[28] - The company plans to raise additional capital through equity or debt financing to fund operations and product development[171] - The Company plans to launch its Automotive AI Agent, which integrates with major automotive data platforms and supports over 13,000 dealerships nationwide, aiming to improve lead conversions and enhance service efficiency[142] Research and Development - The Company has a dedicated office in the Republic of Korea for research and development activities, indicating a focus on innovation and technology advancement[39] - The Company expects to continue incurring significant operating costs, including research and development expenses, which will impact future profitability[145] Agreements and Partnerships - The Company entered into a definitive Shareholder, License and Reseller Agreement with SKYE LATAM on November 6, 2025, to expand its AI footprint in Latin America and Spain[127] - The Company has established a partnership with SKYE Inteligencia LATAM to commercialize its AI technology across Latin America and Spain, receiving 25% of SKYE LATAM's common stock and 35% of gross revenues from software and services[132] Defaults and Financial Challenges - As of September 30, 2025, the Company is in default on the Yorkville Promissory Note with an outstanding balance of $416,667, which was settled for $487,453[134] - The Cohen Convertible Note, issued for $1.9 million, is in default with an outstanding balance of $760,000 as of September 30, 2025, after $380,000 was converted into 316,666 shares of Common Stock[135]

[General Information](index=1&type=section&id=General%20Information) This section provides core identification details for Brand Engagement Network Inc., including its legal structure, operational address, and contact information [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides the core identification details for Brand Engagement Network Inc., including its legal structure, operational address, and contact information - Brand Engagement Network Inc. is a Delaware corporation with its principal executive offices located at 300 Delaware Ave, Suite 210, Wilmington, DE 19801[2](index=2&type=chunk) - The registrant's telephone number is (650) 714-2747[2](index=2&type=chunk) [Securities Registered](index=1&type=section&id=Securities%20Registered) This outlines the classes of securities registered by Brand Engagement Network Inc. under Section 12(b) of the Securities Exchange Act of 1934, along with their respective trading symbols and the exchange on which they are registered Title of each class | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Common Stock, par value $0.0001 per share | BNAI | The Nasdaq Stock Market LLC | | Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | BNAIW | The Nasdaq Stock Market LLC | [Emerging Growth Company Status](index=1&type=section&id=Emerging%20Growth%20Company%20Status) This section confirms Brand Engagement Network Inc.'s designation as an 'emerging growth company' as defined under relevant securities regulations - Brand Engagement Network Inc. is designated as an 'Emerging growth company'[4](index=4&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=3&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This item reports that Brand Engagement Network Inc. issued a press release announcing its financial results for the quarter and year ended June 30, 2025, and clarifies the legal status of the furnished information - On October 14, 2025, Brand Engagement Network Inc. issued a press release announcing its financial results for the quarter and year ended June 30, 2025[5](index=5&type=chunk) - The press release (Exhibit 99.1) is furnished as part of this report but is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, limiting associated liabilities[5](index=5&type=chunk)[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=3&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits accompanying the Form 8-K filing, which include the press release detailing financial results, prepared remarks for the earnings call, and the interactive data file Description of Exhibit | Exhibit No. | Description of Exhibit | | :--- | :--- | | 99.1 | Press Release of Brand Engagement Network Inc., issued October 14, 2025 (furnished pursuant to Item 2.02) | | 99.2 | Prepared Remarks for the Second Quarter ending June 30, 2025 Earnings Call, dated October 14, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signature](index=4&type=section&id=Signature) This section formally concludes the report, indicating that it has been duly authorized and signed on behalf of the registrant by its Chief Financial Officer - The report was signed by Walid Khiari, Chief Financial Officer of Brand Engagement Network Inc., on October 14, 2025[9](index=9&type=chunk)[10](index=10&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This cautionary statement advises readers that the report contains forward-looking statements, which are subject to various risks and uncertainties that could cause actual results to differ materially from those projected. It also clarifies that the company does not undertake to update these statements - The report includes forward-looking statements that reflect current expectations but are subject to known and unknown risks, uncertainties, and other factors, which may cause actual results to differ materially[11](index=11&type=chunk) - The company disclaims any intention or obligation to publicly update or revise any forward-looking statements[11](index=11&type=chunk) - Risk factors are further detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and other SEC filings[11](index=11&type=chunk)

[DEFINITIONS](index=1&type=section&id=ARTICLE%20I) This section establishes foundational definitions for the Line of Credit Agreement, covering key terms and default conditions [Key Definitions](index=1&type=section&id=1.1%20Key%20Definitions) This section defines critical terms for the Line of Credit Agreement, including maximum principal, maturity date, and default conditions - The agreement is effective as of June 5, 2025, between Corps Capital Advisors, LLC (Lender) and Brand Engagement Network, Inc. (Borrower)[2](index=2&type=chunk) - The Borrower seeks a line of credit up to **$3,500,000.00**, and the Lender is willing to extend this financing based on the Borrower's representations[8](index=8&type=chunk) Key Definitions Table | Term | Definition | | :--- | :--- | | **Line of Credit** | Maximum principal amount of $3,500,000.00 | | **Maturity Date** | Six months from the Effective Date, when all sums are due and payable | | **Default** | Occurrence and continuance of events listed in Sections 6.1 or 6.2 | | **Material Adverse Event** | Any circumstance or event reasonably expected to have a material adverse effect on Borrower's financial condition or Business | [AMOUNT AND TERMS OF LINE OF CREDIT](index=2&type=section&id=ARTICLE%20II) This section details the line of credit's financial terms, including maximum amount, interest, fees, and advance procedures [Line of Credit Details](index=2&type=section&id=2.1%20Line%20of%20Credit%20Details) This section outlines the line of credit's core financial terms, including maximum amount, interest, fees, advance process, and prepayment Line of Credit Financial Terms | Feature | Detail | | :--- | :--- | | **Maximum Amount** | $3,500,000.00 (Principal Indebtedness) | | **Interest Rate** | 10% per annum on outstanding Advances | | **Structuring Fee** | $10,000.00 | | **Payment Due Date** | Maturity Date for Principal Indebtedness, Interest, and Structuring Fee | - All advances require unanimous approval by Borrower's Special Line of Credit Committee, comprising Thomas Morgan (Board Member) and Walid Khiari (CFO)[12](index=12&type=chunk) - Borrower can prepay the principal and accrued interest at any time without penalty[14](index=14&type=chunk) - The Maturity Date can be extended for an additional six months with mutual written consent[15](index=15&type=chunk) [ADDITIONAL AGREEMENTS OF THE BORROWER](index=2&type=section&id=ARTICLE%20III) This section outlines the Borrower's essential conditions precedent for fund disbursement, primarily document execution [Conditions Precedent to Disbursement](index=2&type=section&id=3.1%20Conditions%20Precedent%20to%20Disbursement) This section specifies conditions for fund disbursement, primarily requiring execution and delivery of all Line of Credit Documents - Prior to disbursement, the Borrower must execute and deliver all Line of Credit Documents to the Lender[17](index=17&type=chunk)[18](index=18&type=chunk) - The Borrower must also deliver any other items, documents, and evidence pertaining to the Line of Credit as reasonably requested by the Lender[18](index=18&type=chunk) [REPRESENTATIONS AND WARRANTIES](index=3&type=section&id=ARTICLE%20IV) This section details the Borrower's assurances regarding legal capacity, compliance, and absence of undisclosed issues [Borrower's Representations and Warranties](index=3&type=section&id=4.1%20Borrower's%20Representations%20and%20Warranties) This section details the Borrower's assurances to the Lender regarding its legal capacity, compliance, absence of brokers, and lack of undisclosed legal proceedings - The Borrower represents it has full legal authority to execute and perform its obligations under the Agreement and other Line of Credit Documents[20](index=20&type=chunk) - The Borrower warrants that entering into this Agreement will not violate or conflict with its organizational documents, any existing contracts, or governmental laws/orders[21](index=21&type=chunk) - The Borrower confirms that no broker, finder, or agent is entitled to any fee in connection with this Agreement[22](index=22&type=chunk) - There are no undisclosed pending or threatened legal proceedings against the Borrower[23](index=23&type=chunk) [COVENANTS](index=3&type=section&id=ARTICLE%20V) This section outlines the Borrower's ongoing obligations, including financial reporting and restrictions on corporate actions [Borrower's Ongoing Obligations](index=3&type=section&id=5.1%20Borrower's%20Ongoing%20Obligations) This section outlines the ongoing commitments of the Borrower as long as any principal or interest remains outstanding - The Borrower must furnish financial and other information to the Lender as reasonably requested for compliance administration[25](index=25&type=chunk) - The Borrower must promptly notify the Lender in writing of any event that could constitute a Default or any changes in financial condition that may result in a Material Adverse Event[26](index=26&type=chunk) - The Borrower is prohibited from liquidating, dissolving, merging (unless previously disclosed), or selling substantially all assets without the Lender's prior written consent[28](index=28&type=chunk) [DEFAULT; REMEDIES](index=4&type=section&id=ARTICLE%20VI) This section defines events of default, notice requirements, and the Lender's available remedies upon non-compliance [Events of Default and Lender's Remedies](index=4&type=section&id=6.1%20Events%20of%20Default%20and%20Lender's%20Remedies) This section defines events that constitute a default, distinguishing between those requiring notice and those that do not, and details the Lender's rights and remedies - Events of Default not requiring notice include failure to pay principal or interest (after a 30-business-day cure period) and voluntary bankruptcy or insolvency proceedings (if not dismissed within 60 days)[30](index=30&type=chunk)[31](index=31&type=chunk) - For monetary and nonmonetary defaults, the Lender must provide written notice, and the Borrower is given an opportunity to cure within an applicable period, with potential extensions for nonmonetary defaults under specific conditions[32](index=32&type=chunk)[33](index=33&type=chunk) - Upon an uncured Event of Default, the Lender may declare the outstanding Principal Indebtedness immediately due and payable[34](index=34&type=chunk) - The Lender may exercise any other available remedies, which are cumulative and not exclusive[36](index=36&type=chunk) - The Borrower is responsible for all of Lender's reasonable fees and costs incurred in preparing the agreement and, in case of default, all collection costs including attorney's fees[37](index=37&type=chunk) [MISCELLANEOUS](index=5&type=section&id=ARTICLE%20VII) This section covers general provisions including amendments, assignments, notices, governing law, and jury trial waiver [General Provisions](index=5&type=section&id=7.1%20General%20Provisions) This section covers various general provisions governing the agreement, including rules for amendments, waivers, assignment, notices, and legal interpretation - The Agreement can only be modified or amended by a written instrument signed by both Lender and Borrower, with no oral changes permitted[40](index=40&type=chunk) - Neither party may assign its rights or obligations without the prior written consent of the other party[43](index=43&type=chunk) - Notices must be in writing and delivered by personal service, nationally-recognized overnight courier, or email[44](index=44&type=chunk) - The Agreement is governed by the laws of the state of Delaware[48](index=48&type=chunk) - In case of inconsistency, this Agreement controls over other Line of Credit Documents[49](index=49&type=chunk) - Both Borrower and Lender jointly and severally waive any right to trial by jury in any action or proceeding related to this instrument or the Line of Credit Documents[52](index=52&type=chunk) - This Agreement and the Line of Credit Documents constitute the final expression of the agreement[53](index=53&type=chunk) - Digital signatures are considered legally equivalent to original signatures[53](index=53&type=chunk)

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].