Brand Engagement Network Inc 2024年度报告

FORM10-K_________________________ xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period endedDecember31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number001-40130_________________________ 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 the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(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 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yesx Noo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yesx Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant 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). Yeso Nox Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 28, 2024,based on the $3.45 closing price as of such date was approximately $33.4million. As of March27, 2025,42,274,461shares of the Issuer’s common stock, $0.0001 par value per share, and 16,440,962 public warrantsrepresenting the right to acquire one share of the Issuer’s common stock for $11.50, were issued and outstanding.Documents Incorporated by Reference None. BRAND ENGAGEMENT NETWORK INC.Form 10-KFor the Year Ended December 31, 2024 Table of Contents Brand Engagement Network, BEN, our logo and our other trademarks or service marks appearing in this report are the property ofBrand Engagement Network Inc. Trade names, trademarks and service marks of other companies appearing in this report are theproperty of their respective owners. Solely for convenience, the trademarks, service marks and trade names included in this report arewithout the ®, ™ or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, tothe fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and tradenames. Unless otherwise indicated, “Brand Engagement Network,” “BEN,” “the Company,” “our,” “us,” or “we,” refer to BrandEngagement Network Inc. and its consolidated subsidiaries. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STA