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].

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 June 20, 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) (Address, Including Zip Code, and Telephone Number, ...

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]

Delaware 7372 98-1574798 (Primary Standard Industrial Classification Code Number) As filed with the Securities and Exchange Commission on April 22, 2024. Registration No. 333-278673 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) (I.R.S. Employer Identific ...

As filed with the Securities and Exchange Commission on April 12, 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) 145 E. Snow King Ave PO Box 1045 Jackson, WY 83001 ...

Revenue Generation and Market Potential - The company generated minimal revenue in 2022, primarily from beta testing discontinued products, with the first customer acquired in the healthcare industry in November 2023[28]. - The total addressable market for the generative AI industry is estimated to exceed $10 billion, projected to grow to $30 billion by 2030[39]. - The total addressable market (TAM) is projected to reach approximately $30 billion by 2028, with substantial opportunities for expansion into retail, hospitality, and other sectors[65]. - The healthcare vertical consists of over 145,000 organizations, with 25% of U.S. healthcare expenditure wasted on administrative complexity, highlighting significant market opportunities[59]. - The automotive industry has over 450,000 organizations globally, with a fragmented market that presents opportunities for the company's platform to address data disparity and slow technology adoption[61]. - The financial services sector includes over 227,000 organizations, with 54% of insurance companies having not upgraded their legacy systems, indicating a demand for modern solutions[62]. Product Development and Technology - The company completed the acquisition of DM Lab Co., LTD. in 2023, acquiring its first AI assistant prototype[26]. - The AI assistants are designed to enhance customer engagement in automotive and healthcare sectors, with specific use cases including service and sales assistants[41]. - The company’s AI assistants utilize proprietary natural language processing and anomaly detection to provide personalized customer experiences[25]. - The company aims to deploy AI assistants within a few days, significantly reducing the traditional deployment time of years[36]. - The company plans to offer products in three tiers based on integration levels and customer needs, enhancing customization and engagement[63]. Customer Engagement and Sales Strategy - The company aims to broaden its customer base by leveraging both direct sales and channel partners, with long-term agreements with industry leaders like AFG Companies, Inc. to streamline access to new customers[55]. - 94% of large companies anticipate integrating voice AI within the next two years, indicating a growing acceptance of AI technologies[40]. - Customer retention and subscription renewals are critical for revenue growth, with potential fluctuations due to various external factors[116]. - The company plans to invest significantly in sales and marketing initiatives to enhance customer support and drive revenue growth[131]. Financial Performance and Risks - The company incurred a net loss of approximately $11.7 million for the year ended December 31, 2023, resulting in an accumulated deficit of $13.3 million[94]. - The company anticipates that its operating expenses will increase substantially in the foreseeable future as it continues to enhance offerings and expand its customer base[94]. - The company expects to depend on a limited number of customers for a substantial portion of future revenues, which poses a risk if any significant customer is lost[95]. - The total addressable market for the company's products may be significantly smaller than estimated, impacting growth potential[96]. - The company believes its existing cash and cash equivalents will be insufficient to meet anticipated cash requirements for at least the next 12 months, necessitating additional financing[98]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which could affect the accuracy of financial statements[103]. - The company has a history of losses and may not achieve consistent profitability, which could adversely affect its financial condition[94]. - The company has identified significant deficiencies in internal control over financial reporting, which could lead to material misstatements in financial statements[107]. - Remediation efforts initiated in 2023 include hiring a Chief Financial Officer and engaging third-party professionals for complex accounting matters[108]. - As of the current date, material weaknesses and significant deficiencies have not been remediated, raising concerns about the reliability of financial reporting[109]. Competition and Market Position - The company faces intense competition and may lack sufficient resources to maintain or improve its competitive position[91]. - The company faces intense competition from established players with greater resources, which may impact its market position and growth rate[124]. - The company may need to invest in new technologies and products to remain competitive, which could divert management's attention and resources[91]. Regulatory and Legal Challenges - The regulatory environment for artificial intelligence is rapidly evolving, with potential compliance costs impacting the company's operations[75]. - The company may be involved in legal and regulatory inquiries, with unfavorable outcomes potentially impacting financial conditions and operational results[157]. - The increasing focus on AI technologies has led to regulatory restrictions that may impact the company's product and service offerings, potentially limiting customer access and negatively affecting financial results[155]. - Management faces challenges in adapting to changing regulatory requirements, which could harm the company's competitive position in the long term[156]. Cybersecurity and Data Privacy - Cybersecurity threats, including ransomware attacks, pose significant risks to the company's operations and sensitive data, with potential for reputational harm and financial loss[187]. - The company relies on third-party service providers for critical business systems, which may introduce additional cybersecurity vulnerabilities[197]. - The company is committed to enhancing its threat detection and mitigation processes to address evolving cybersecurity threats[191]. - The company is subject to stringent U.S. and foreign data privacy and security laws, which could lead to regulatory investigations, fines, and reputational harm if not complied with[200]. Intellectual Property - The company holds 21 issued patents and has 19 pending patent applications, indicating a strong focus on intellectual property development[72]. - The company faces risks related to intellectual property, including potential litigation costs and the impact of unauthorized use of proprietary technology[172]. - Unauthorized use of proprietary technology could adversely affect the company's competitive position and financial results[175]. Brand and Market Perception - The company emphasizes the importance of growing and enhancing its brand identity in the competitive conversational AI market, as failure to do so could adversely affect customer and investor relationships[136]. - The benefits of the company's products have not been substantiated through long-term trials, which could lead to customer dissatisfaction and harm to the brand if expectations are not met[144].