Brand Engagement Network Inc. Reports Major Corporate Changes

TL;DR

BNAI just filed an 8-K detailing a major acquisition, control change, and equity events. Big moves happening.

AI Summary

Brand Engagement Network Inc. (formerly DHC Acquisition Corp.) announced several significant events on March 14, 2024. These include entering into a material definitive agreement, completing an acquisition or disposition of assets, and potentially issuing unregistered equity securities. The company also noted changes in control and modifications to security holder rights, alongside updates regarding executive compensation and a change in its shell company status.

Why It Matters

This 8-K filing indicates substantial corporate restructuring and potential strategic shifts for Brand Engagement Network Inc., which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing details significant corporate actions including acquisitions and changes in control, which inherently carry higher risk due to potential integration challenges and strategic uncertainties.

Key Numbers

• 0.0001 — Par Value per Share (Common stock par value is $0.0001 per share.)
• 11.50 — Warrant Exercise Price (Redeemable warrants are exercisable for one share of common stock at $11.50 per share.)

Key Players & Entities

• Brand Engagement Network Inc. (company) — Registrant
• DHC Acquisition Corp. (company) — Former Company Name
• 20240314 (date) — Date of Reportable Events
• 11.50 (dollar_amount) — Warrant Exercise Price

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share BNAI The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 per share BNAIW The Nasdaq Stock Ma
• $11 — o acquire one share of Common Stock for $11.50, pursuant to Section 4.5 of the Warr
• $10.80 — C redeemed 1,920,051 Class A Shares for $10.80 per share (the "Redemptions"). As of
• $10.00 — of Common Stock at a price per share of $10.00. As additional consideration for the pu

Filing Documents

• form8-k.htm (8-K) — 205KB
• ex3-1.htm (EX-3.1) — 66KB
• ex3-2.htm (EX-3.2) — 212KB
• ex4-1.htm (EX-4.1) — 125KB
• ex10-1.htm (EX-10.1) — 162KB
• ex10-2.htm (EX-10.2) — 95KB
• ex10-3.htm (EX-10.3) — 50KB
• ex10-4.htm (EX-10.4) — 200KB
• ex10-5.htm (EX-10.5) — 53KB
• ex10-6.htm (EX-10.6) — 57KB
• ex10-7.htm (EX-10.7) — 57KB
• ex10-8.htm (EX-10.8) — 60KB
• ex10-9.htm (EX-10.9) — 75KB
• ex10-10.htm (EX-10.10) — 233KB
• ex10-11.htm (EX-10.11) — 223KB
• ex10-12.htm (EX-10.12) — 122KB
• ex10-13.htm (EX-10.13) — 232KB
• ex10-15.htm (EX-10.15) — 179KB
• ex10-16.htm (EX-10.16) — 55KB
• ex10-17.htm (EX-10.17) — 147KB
• ex21-1.htm (EX-21.1) — 4KB
• ex99-1.htm (EX-99.1) — 304KB
• ex99-2.htm (EX-99.2) — 152KB
• ex99-3.htm (EX-99.3) — 102KB
• 0001493152-24-010698.txt ( ) — 3981KB
• bnai-20240314.xsd (EX-101.SCH) — 4KB
• bnai-20240314_def.xml (EX-101.DEF) — 27KB
• bnai-20240314_lab.xml (EX-101.LAB) — 37KB
• bnai-20240314_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

Business

Business The information set forth in the section titled "Information about BEN" beginning on page 177 of the Proxy Statement/Prospectus is incorporated herein by reference. Risk Factors The information set forth in the section titled "Risk Factors" beginning on page 33 of the Proxy Statement/Prospectus is incorporated herein by reference. Selected Consolidated Historical Financial and Other Information The following table sets forth selected consolidated historical financial information derived from BEN's audited financial statements as of and for the years ended December 31, 2023 and 2022. The following summary financial information should be read in conjunction with the financial statements filed herewith as Exhibit 99.1. Year Ended December 31, 2023 2022 Revenues $ 35,210 $ 15,642 Cost of revenues – – Gross profit 35,210 15,642 Operating expenses General and administrative 10,841,024 1,026,549 Depreciation and amortization 637,990 76,928 Research and development 236,710 136,404 Total expenses 11,715,724 1,239,881 Loss from operations (11,680,514 ) (1,224,239 ) Other (expenses) income: Interest expense (56,515 ) – Interest income 15,520 – Other (9,757 ) (362 ) Gain on debt extinguishment - 548,563 Net other (expenses) income (50,752 ) 548,201 Loss before income taxes (11,731,266 ) (676,038 ) Income taxes - – Net loss $ (11,731,266 ) $ (676,038 ) Net loss per common share - basic and diluted $ (0.15 ) $ (0.01 ) Weighted-average common shares - basic and diluted 76,399,513 58,198,281 December 31, 2023 2022 Total assets $ 22,008,739 $ 626,112 Total liabilities $ 4,314,286 $ 666,219 Total liabilities and stockholders' equity (deficit) $ 22,008,739 $ 626,112 Unaudited Pro Forma Condensed Combined Financial Information The information set forth in Exhibit 99.2 to this Current Report on Form 8-K, which includes the unaudited pro forma condensed combined financ

View Full Filing

View this 8-K filing on SEC EDGAR