Brand Engagement Network Inc 2024年度报告

FORM 10-K_________________________ (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the annual period ended December 31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 001-40130_________________________ Brand Engagement Network Inc.(Exact name of registrant as specified in its charter) _________________________ Delaware98-1574798 (State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 145 E. Snow King AvePO Box 1045Jackson, WY 83001(Address of Principal Executive Offices)(Zip Code) (307) 757-3650(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Exchange Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.☐Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act.☐Yes☐No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes xNo o Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes xNo o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Smaller reporting companyx Emerging growth companyx If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes oNo x Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of thelatest practicable date. The aggregate market value of the voting and non-voting common equity held by non-affiliates of theregistrant as of June 28, 2024, based on the $3.45 closing price as of such date was approximately $33.4million. As of March 27, 2025, 42,274,461 shares of the Issuer’s common stock, $0.0001 par value per share,and 16,440,962 public warrants representing the right to acquire one share of the Issuer’s common stockfor $11.50, were issued and outstanding.Documents Incorporated by Reference None. Table of Contents BRAND ENGAGEMENT NETWORK INC.Form 10-KFor the Year Ended December 31, 2024 PageCautionary Note Regarding Forward-Looking Statements4 PART III.92Item 10.Directors, Executive Officers and Corporate Governance92Item 11.Executive Compensation97Item 12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters112Item 13.Certain Relationships and Related Transactions, and Director Independence115Item 14.Principal Accounting Fees and Services118PART IV.118Item 15.Exhibits and Financial Statement Schedules118Item 16.Form 10-K Summary123 Brand Engagement Network, BEN, our logo and our other trademarks or service marks appearing in thisreport are the property of Brand Engagement Network Inc. Trade names, trademarks and service marksof other companies appearing in this report are the property of their respective owners. Solely forconvenience, the tradema