Brand Engagement Network Inc.

Brand Engagement Network Inc. (BEN) operates in the rapidly advancing generative AI industry, focusing on the engagement layer where human interaction connects directly to enterprise systems, workflows, and real-world outcomes. The total addressable market for conversational AI, which BEN targets, is estimated to grow from approximately $10 billion ¹ to $47 billion ² by 2030. The company's technology is built on a proprietary Engagement Language Model (ELM™) designed for secure, closed-loop environments using organization-approved data and embedded governance and compliance controls. BEN's solutions are designed to operate effectively across cloud, on-premises, and hybrid environments, supporting seamless integration with customer systems and deployment of multimodal AI Agents within native applications, kiosks, and software development kit integrations.

BEN's core business model revolves around providing configurable, enterprise-grade conversational AI solutions that connect human intent to enterprise systems, workflows, and execution, delivering secure, consistent, and compliant interactions. The company generates revenue primarily through its AI Agent offerings, which are trained on client-specific internal data to provide tailored customer service, education, and engagement solutions. These AI Agents can connect to clients’ real-time data systems for personalized responses while maintaining privacy and data protection compliance. The company is currently a pre-revenue company, with minimal revenues generated in 2022 through 2024, and is focused on expanding its customer base and commercialization efforts.

The company's product and service lines are categorized by industry-specific and cross-industry use cases. In Hospitality and Service Operations, solutions include a Guest Experience Solution for managing guest requests and recommendations, an Operations Coordination Solution for staff coordination and task execution, and a Concierge Solution for booking support. In Healthcare and Life Sciences, offerings include a Patient Engagement Solution for education and adherence, a Care Navigation Solution for scheduling and access to services, and an Insurance and Benefits Solution for coverage education, along with a Comprehensive Continuum of Care Solution for integrated management of complex health presentations. For Advertising and Media, BEN offers an Interactive Engagement Solution to transform digital content into conversational experiences. In the Automotive sector, solutions include a Retail and Service Solution for dealership interactions and a Technician Support Solution for real-time guidance.

For the fiscal year ended December 31, 2025, BEN reported revenues of $275,120 ³, an increase from $99,790 ⁴ in 2024. The company incurred a net loss of $(8,625,435) ⁵ in 2025, a significant improvement from the net loss of $(33,715,429) ⁶ in 2024. Loss from operations improved from $(36,473,971) ⁷ in 2024 to $(12,626,149) ⁸ in 2025. Total operating expenses decreased from $36,573,761 ⁹ in 2024 to $12,901,269 ¹⁰ in 2025. As of December 31, 2025, cash and cash equivalents stood at $172,124 ¹¹. Total liabilities were $11,842,656 ¹² as of December 31, 2025, down from $15,505,376 ¹³ as of December 31, 2024. The accumulated deficit was approximately $55,642,584 ¹⁴ as of December 31, 2025. Basic and diluted EPS for 2025 was $(1.97) ¹⁵, compared to $(10.25) ¹⁶ in 2024. Cash used in operating activities was $(5,086,356) ¹⁷ in 2025, an improvement from $(14,039,704) ¹⁸ in 2024.

Year-over-year, revenues increased by $175,330 ¹⁹. General and administrative expenses decreased by approximately $10,369,656 ²⁰ in 2025 compared to 2024, primarily due to the absence of $3.1 million ²¹ in transaction costs incurred in 2024 related to the Business Combination. Research and development expenses decreased by approximately $964,806 ²² in 2025, mainly due to the termination of a sponsorship agreement with Korea University and a decrease in stock compensation expense. Depreciation and amortization expenses increased by approximately $1,136,970 ²³ in 2025, driven by amortization of developed technology placed into service in mid-2024. A significant operational improvement was the absence of a $13,475,000 ²⁴ impairment of deferred customer acquisition costs related to AFG, which was recognized in 2024. The company also reported a gain on debt extinguishment of $4,191,074 ²⁵ in 2025, up from $1,946,310 ²⁶ in 2024.

During 2025, BEN advanced the general availability of its AI platform and expanded commercialization across multiple industries and geographies. Key developments include an exclusive licensing partnership with SKYE Inteligencia LATAM, S.A.P.I. de C.V. in Latin America and Spain, and the formation of Skye Salud for healthcare modernization in Mexico. In Africa, a strategic partnership with Valio Technologies (Pty) Ltd was initiated, including a memorandum of understanding with Nelson Mandela University for an AI pilot focused on student well-being. The company entered the hospitality vertical through a collaboration with Seven Visions Resort & Places, The Dvin, in Armenia. In the insurance sector, a strategic partnership with Swiss Life Global Solutions was initiated. In advertising and media, reseller and deployment activity expanded through Vybroo and Grupo Siete in Mexico and other international markets. The company also terminated its exclusive global automotive reseller agreement with AFG Companies, Inc. in January 2025 and initiated legal action against them.

BEN anticipates continued significant operating costs in the foreseeable future, including increased research and development expenses for new products and existing offerings, capital expenditures for expanding development and sales capacities, and driving brand awareness. Additional operating costs are expected for production ramp-up, general and administrative expenses as operations scale, interest expense from debt financing, and selling and distribution expenses for brand building and marketing. As a development stage company that has not yet generated significant revenue beyond the pilot stage, substantial additional capital will be required to develop products and fund operations for the foreseeable future.

The company's growth strategy is multi-faceted, focusing on customer acquisition through direct sales and strategic partnerships, a "land and expand" approach, and product and vertical expansion. BEN aims to form relationships with industry partners and regional collaborators to expand market access and support international growth initiatives, including joint ventures and localized deployment strategies. The "land and expand" strategy involves establishing initial customer relationships through targeted deployments and then expanding these engagements by introducing additional capabilities and use cases. The company is also developing a pipeline of enhancements and new capabilities to expand the range of use cases supported by its platform and intends to expand into adjacent industries as it deepens its presence in existing verticals.

In the automotive sector, BEN is in discussions with a global auto manufacturer (OEM) to implement its in-vehicle engagement strategy, providing consumers with hands-free search, reservation, and vehicle maintenance management through AI-driven voice interaction. A business decision from this OEM is anticipated by the end of Q2 2026 ²⁷. In Africa, the strategic licensing and investment arrangement with Valio Technologies (Pty) Ltd includes a preferred equity contribution that may be recognized as intellectual property licensing revenue, 25% common equity ownership in the newly formed entity, one board seat, and a 35% ²⁸ revenue share on software, SaaS, services, and subscription revenues. This agreement grants an exclusive perpetual license for the company's technology across government and private-sector markets in Africa.

The company plans to offer its products across three primary deployment tiers: Community Cloud for standardized configurations and high-volume customer engagement, Private Cloud for enhanced control over infrastructure and data, and On-Premises for large enterprises with high concurrency and strict data security needs. These tiers are designed to provide configurable solutions tailored to specific enterprise use cases, including customization, workflow integration, and cross-channel deployment.

BEN is actively monitoring and managing its cash and cash equivalents to ensure sufficient liquidity. The company believes its existing cash and cash equivalents, along with proceeds from the May SPA, August SPA, and Yorkville Promissory Note, will be insufficient to meet anticipated cash requirements for at least the next 12 months ²⁹. Therefore, BEN will need to raise additional capital, primarily through the issuance of debt or equity securities, to fund future operations and product research and development. The company cannot guarantee that future financing will be available on satisfactory terms or in sufficient amounts.

The company has identified material weaknesses and significant deficiencies in its internal control over financial reporting, which have not yet been remediated as of April 15, 2026 ³⁰. These relate to a lack of a properly documented internal control system in accordance with COSO requirements and improper classification of certain other expenses as general and administrative expenses, as well as improper allocation of proceeds from equity instruments issued with debt. Remediation efforts are ongoing, including hiring a Chief Financial Officer and adding additional review procedures by qualified personnel over complex accounting matters.

The company's ability to continue as a going concern is dependent upon its ability to raise additional capital and ultimately achieve sustainable revenues and profitable operations. The auditors have included an explanatory paragraph in their report regarding this uncertainty. The company also faces risks related to the unpredictability of sales cycles, particularly for large subscriptions, which can impact its ability to plan and manage margins and cash flows. The termination of the exclusive reseller agreement with AFG Companies, Inc. in January 2025 and the subsequent legal action highlight the risks associated with strategic partnerships and potential disruptions to revenue growth.

BEN faces several material risks, including its limited operating history and a history of recurring losses, with a net loss of approximately $8.6 million ³¹ in 2025 and an accumulated deficit of approximately $55.6 million ³². The company is dependent on a limited number of customers and end markets, and the loss of any significant customer could materially harm its financial condition. The total addressable market for conversational AI may be smaller than estimated, impacting growth potential. Legal proceedings, such as the lawsuit against AFG Companies, Inc. for fraudulent misrepresentation and breach of contract, including a claim for $6,500,000 ³³ in missed payments, are expensive and time-consuming, with uncertain outcomes. Operational results are likely to fluctuate significantly due to unpredictable sales cycles and the time and expense associated with sales efforts. Material weaknesses and significant deficiencies in internal control over financial reporting have been identified and are not yet remediated, posing risks to accurate financial reporting and investor confidence. The company operates in a highly competitive and rapidly evolving AI market, with competitors potentially having greater resources and more established positions. The nascent and rapidly changing nature of AI technology, coupled with social and ethical issues, could affect its adoption and lead to reputational harm or liability. Reliance on third-party cloud infrastructure providers exposes the company to risks of disruptions, failures, and data loss. Intellectual property infringement claims are a risk, and the company's patent portfolio, including 23 issued patents ³⁴ (12 U.S. and 11 abroad) and 24 pending applications ³⁵, may not fully deter such claims. Evolving and stringent data privacy and security regulations, such as HIPAA, CCPA, GDPR, and POPIA, pose compliance challenges and potential for fines or litigation. Deterioration of economic conditions in South Korea, where a significant number of employees and operations are located, could adversely affect the business. The company's Common Stock may be delisted from Nasdaq if it fails to maintain listing standards, such as the $1.00 ³⁶ minimum bid price, which it regained compliance with on December 31, 2025 ³⁷ but could fall out of compliance with again.

Management's message emphasizes the company's position as an emerging provider of conversational AI assistants, focused on transforming engagement and analytics for businesses through security-focused, multimodal communication and human-like AI. They highlight the proprietary Engagement Language Model (ELM™) and its capabilities in natural language processing, anomaly detection, multisensory awareness, sentiment and environmental analysis, and real-time personalization, all designed to empower businesses to elevate customer experiences, optimize cost management, and supercharge operational efficiency. The strategic priorities for the period ahead include expanding the customer base through direct sales and strategic partnerships, implementing a "land and expand" strategy to deepen customer engagements, and continuously developing product offerings and expanding into new industry verticals. Management explicitly states that the company expects to continue to incur significant operating costs and will require substantial additional capital to develop products and fund operations for the foreseeable future, and that current available funds are insufficient to complete its business plan. They are actively seeking additional funds, primarily through the issuance of debt or equity securities.