Brand Engagement Network Inc 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 OR ☐TRANSITION 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. Employer .Identification No.) 300 Delaware Ave Suite 210 Wilmington, DE19801(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: 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. Yes☒No☐ 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). Yes☒No☐ 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. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of August 14, 2026, 7,488,046 shares of the Issuer’s common stock, $0.0001 par value per share, and 1,644,096 public warrants(after giving effect to the 1-for-10 reverse stock split on December 12, 2025) representing the right to acquire one share of the issuer’scommon stock at an exercise price of $115.00 per share were outstanding. Table of Contents PAGEPart I. Financial Information4Item 1. Financial Statements4Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 20254Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026and 20255Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six MonthsEnded June 30, 2026 and 20256Unaudited Condensed Consolidated Statement of Cash Flows For the Six Months Ended June 30, 2026 and 20257Notes to Unaudited Condensed Consolidated Financial Statements8Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 3. Quantitative and Qualitative Disclosures About Market Risk29Item 4. Controls and Procedures30Part II. Other Information31Item 1. Legal Proceedings31Item 1A. Risk Factors31Item 2. Unregistered Sales of Equity Securities and Use of Proceeds31Item 3. Defaults Upon Senior Securities31Item 4. Mine Safety Disclosures31Item 5. Other Information31Item 6. Exhibits32Signatures33 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 Brand EngagementNetwork Inc. and its consolidated subsidiaries. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, asamended, and Rule 3b-6 promulgated thereund