BNAIW

We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions or investments. ● If we choose to acquire or invest in other new businesses, products or technologies, we may be unable to complete these acquisitions or successfully integrate them in a cost-effective and/or non-disruptive manner. ● AI is a nascent and rapidly changing technology.
We incurred a net loss of approximately $8.3 million and $33.7 million in the years ended December 31, 2025 and 2024, respectively.
As a result, we had an accumulated deficit of approximately $55.3 million as of December 31, 2025.
Other factors that may cause fluctuations in our quarterly results of operations and financial position include, without limitation, those listed below: ● the success of our sales and marketing efforts; ● our ability to increase our margins; ● the timing of expenses and revenue recognition; ● the timing and amount of payments received from our customers; ● termination of one or more large contracts by customers or channel providers; ● the time- and cost-intensive nature of our sales efforts and the length and variability of sales cycles; ● the amount and timing of operating expenses related to the maintenance and expansion of our business and operations; ● the timing and effectiveness of new sales and marketing initiatives; ● changes in our pricing policies or those of our competitors; ● the timing and success of new products, features, and functionality introduced by us or our competitors; ● cyberattacks and other actual or perceived data or security breaches; ● our ability to hire and retain employees, in particular, those responsible for the development, operations and maintenance, and selling or marketing of our software; and our ability to develop and retain talented sales personnel who are able to achieve desired productivity levels in a reasonable period of time and provide sales leadership in areas in which we are expanding our sales and marketing efforts; ● changes in the competitive dynamics of our industry; ● the cost of and potential outcomes of future claims or litigation, which could have a material adverse effect on our business; ● indemnification payments to our customers or other third parties; ● ability to scale our business with increasing demands; ● the timing of expenses related to any future acquisitions; and ● general economic, regulatory, and market conditions, including international affairs such as the conflict between Russia and Ukraine and in the Middle East which may cause financial market volatility.
In connection with the preparation of BEN’s 2025 consolidated financial statements, we and our independent auditors identified material weaknesses and significant deficiencies in our internal control over financial reporting.
These material weaknesses related to the following: The Company does not have a properly documented internal control system in accordance with the requirements of the Committee on Sponsoring Organizations (“COSO”) or some similarly appropriate internal control methodology or formal documentation of the Company’s systems of internal control.
A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. ● The Company improperly classified certain other expenses as general and administrative expenses. ● The Company improperly allocated proceeds received pertaining to certain equity instruments issued in connection with debt.
As of April 15, 2026, the material weaknesses and significant deficiencies have not been remediated.
Our results of operations depend on sales to enterprise customers, which make product purchasing decisions based in part or entirely on factors, or perceived factors, not directly related to the features of the software, including, among others, such customer’s projections of business growth, uncertainty about economic conditions (including as a result of international affairs such as the conflict between Russia and Ukraine and in the Middle East), capital budgets, anticipated cost savings from the implementation of our software, potential preference for such customer’s internally developed software solutions, perceptions about our business and software, more favorable terms offered by potential competitors, and previous technology investments.
We face intense and growing competition for our products and services, including advancements in artificial intelligence (“AI”) and we may lack sufficient financial or other resources to maintain or improve our competitive positions.
The market for our products is intensely competitive and characterized by rapid changes in technology, including advancements in AI, customer requirements, industry standards, and frequent new platform and application introductions and improvements.
If we choose to acquire or invest in other new businesses, products or technologies, we may be unable to complete these acquisitions or successfully integrate them in a cost-effective and/or non-disruptive manner.
Acquisitions involve many and diverse risks and uncertainties, including risks associated with conduction due diligence, the inability to satisfy closing conditions, problems integrating the purchased operations, assets, technologies or products, unanticipated costs, liabilities, and economic, political, legal and regulatory challenges due to our inexperience operating in new regions or countries, inability to achieve anticipated synergies, overpaying for acquisitions, invalid sales assumptions underlying potential acquisitions, issues maintaining uniform standards, procedures, controls and policies, diversion of management attention, adverse effects on existing business relationships or acquired company business relationships, risks associated with entering new markets, potential loss of key employees of acquired businesses, increased legal, accounting and compliance costs, and failure to successfully integrate acquired companies or retain key personnel from the acquired company.
The economic indicators in South Korea in recent years have shown mixed signs of growth and uncertainty.
In recent years, adverse conditions and volatility in the worldwide financial markets and fluctuations in oil and commodity prices have contributed to the uncertainty of global economic prospects in general and have adversely affected, and may continue to adversely affect, the South Korean economy.
Our systems and the third-party systems upon which we and our customers rely are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, floods, fires, power loss, telecommunication failures, cybersecurity threats, terrorist attacks, natural disasters, geopolitical and similar events, or acts of misconduct.
As of March 24, 2026, we have 23 issued patents, including 12 U.S. issued patents and 11 issued abroad.
Our U.S. issued patents expire between September 9, 2028, and April 1, 2044.
We also have 24 pending patent applications, including 24 U.S. nonprovisional patent applications, 9 U.S. provisional patent applications, one Patent Cooperation Treaty patent application, and three patent applications in other jurisdictions.
The pending U.S. patent applications, if issued, would expire between 2041 and 2044.
We continually review our development efforts to assess the existence and patentability of new intellectual property.
Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse business consequences.” Furthermore, inappropriate or controversial data practices by data scientists, engineers, and end-users of our systems could impair the acceptance of AI/ML solutions.
These risks could have a material adverse effect on our business, results of operations development and failure of products to operate properly.
We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
These obligations also make other aspects of our business more difficult, time-consuming or costly and increase demand on our personnel, systems and other resources.
For example, to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we need to commit significant resources, maintain additional staff and provide additional management oversight.
Furthermore, as a result of disclosure of information in this Annual Report on Form 10-K and in our Exchange Act and other filings required of a public company, our business and financial condition is more visible, which we believe may give some of our competitors who may not be similarly required to disclose this type of information a competitive advantage.
We are required to comply with the SEC’s rules implementing Sections 302 and 404 of Sarbanes-Oxley, which requires management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting.
As an emerging growth company, our independent registered public accounting firm is not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(a) until the later of (i) the year following our first annual report required to be filed with the SEC or (ii) we are no longer an emerging growth company.
To comply with the requirements of being a public company, we have undertaken various actions, such as implementing numerous internal controls and procedures and hiring additional accounting or internal audit staff or consultants.
We have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per Public Warrant, if, among other things, the Reference Value equals or exceeds $180.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant.
None of the 600,000 warrants (the “Private Placement Warrants”) sold at a price of $15.00 per Private Placement Warrant in a private placement to the Sponsor, which were assumed in connection with the closing of the Business Combination, will be redeemable by us so long as they are held by the Sponsor or their permitted transferees.
In addition, we have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $1.00 per Warrant if, among other things, the Reference Value equals or exceeds $100.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant).
Our business and operations could be negatively affected if we become subject to any securities litigation, shareholder activism or “short squeeze” trading activity, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price.
Additionally, securities of certain companies have recently experienced significant and extreme volatility in stock price due short sellers of shares of common stock, known as a “short squeeze.” These short squeezes have caused extreme volatility in both the stock prices of those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company.
Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment, as in many cases the price per share has declined steadily as interest in those stocks have abated.
While we have no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we won’t be in the future, and you may lose a significant portion or all of your investment if you purchase our shares at a rate that is significantly disconnected from our underlying value.
The ability to provide this public guidance, and the ability to accurately forecast our results of operations, could be impacted by the global macroeconomic events, such as the current conflict in Ukraine and in the Middle East.
Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of unfavorable or uncertain economic and market conditions, such as the current global economic uncertainty experienced as a result of the current inflationary environment in the United States.
On July 1, 2025, the Company received a letter from Nasdaq notifying the Company that it has been granted an extension of 180 calendar days, or until December 29, 2025, to regain compliance with the Minimum Bid Price Requirement under Nasdaq Listing Rule 5550(a).

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Gone since FY2024

We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions or investments. ● Our ability to complete the Acquisition is dependent on our ability to obtain financing on favorable terms, or at all. ● We may be unable to successfully integrate our business with Cataneo or realize the expected benefits of the Acquisition on our expected timeframe or at all.
In addition, if we choose to acquire or invest in other new businesses, products or technologies, we may be unable to complete these acquisitions or successfully integrate them in a cost-effective and/or non-disruptive manner. ● AI is a nascent and rapidly changing technology.
We incurred a net loss of approximately $33.7 million and $11.7 million in the years ended December 31, 2024 and 2023, respectively.
As a result, we had an accumulated deficit of approximately $47.0 million as of December 31, 2024.
Other factors that may cause fluctuations in our quarterly results of operations and financial position include, without limitation, those listed below: ● the success of our sales and marketing efforts; ● our ability to increase our margins; ● the timing of expenses and revenue recognition; ● the timing and amount of payments received from our customers; ● termination of one or more large contracts by customers or channel providers; ● the time- and cost-intensive nature of our sales efforts and the length and variability of sales cycles; ● the amount and timing of operating expenses related to the maintenance and expansion of our business and operations; ● the timing and effectiveness of new sales and marketing initiatives; ● changes in our pricing policies or those of our competitors; ● the timing and success of new products, features, and functionality introduced by us or our competitors; ● cyberattacks and other actual or perceived data or security breaches; ● our ability to hire and retain employees, in particular, those responsible for the development, operations and maintenance, and selling or marketing of our software; and our ability to develop and retain talented sales personnel who are able to achieve desired productivity levels in a reasonable period of time and provide sales leadership in areas in which we are expanding our sales and marketing efforts; ● changes in the competitive dynamics of our industry; ● the cost of and potential outcomes of future claims or litigation, which could have a material adverse effect on our business; ● indemnification payments to our customers or other third parties; ● ability to scale our business with increasing demands; ● the timing of expenses related to any future acquisitions; and ● general economic, regulatory, and market conditions, including the impact of public health crises such as the COVID-19 pandemic and international affairs such as the conflict between Russia and Ukraine and in the Middle East which may cause financial market volatility.
In connection with the preparation of BEN's 2022 and 2023 consolidated financial statements, we and our independent auditors identified material weaknesses and significant deficiencies in our internal control over financial reporting.
These material weaknesses related to the following: 1 The Company has not invested the resources to properly document its risks affecting the financial statements and controls in place to mitigate those risks in accordance with the requirements for a functioning internal control system. 2 The Company, has not yet invested the necessary resources into the accounting and reporting functions in order to properly account for and prepare its US GAAP compliant financial statements on a timely basis. 3 The Company has failed to properly account for its merger with Datum Point Labs ("DPL"), specifically to obtain a historical value of the patent portfolio acquired by DPL in May 2019, since the merger was between entities under common control. 4 The Company has failed to timely obtain valuation reports for its underlying common shares or to value its equity grants in accordance with US GAAP. 5 The Company has failed to properly account for the extinguishment of certain liabilities through the issuance of common shares or through the exercise of warrants. 6 The Company has failed to properly classify the acquired developed technology from DM Lab Co., LTD ("DM Lab") as an in-process research and development asset.
A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity's ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity's financial statements that is more than inconsequential will not be prevented or detected by the entity's internal control. 1 The Company has failed to impute interest on non-interest bearing related party advances. 2 The Company incorrectly recorded certain selling, general and administrative expenses. 3 The Company has incorrectly included certain 2023 liabilities in accounts payable at December 31, 2022.
As of March 27, 2025, the material weaknesses and significant deficiencies have not been remediated.
Our results of operations depend on sales to enterprise customers, which make product purchasing decisions based in part or entirely on factors, or perceived factors, not directly related to the features of the software, including, among others, such customer's projections of business growth, uncertainty about economic conditions (including as a result of public health crises such as the COVID-19 pandemic and international affairs such as the conflict between Russia and Ukraine and in the Middle East), capital budgets, anticipated cost savings from the implementation of our software, potential preference for such customer's internally developed software solutions, perceptions about our business and software, more favorable terms offered by potential competitors, and previous technology investments.
We face intense and growing competition for our products and services, and we may lack sufficient financial or other resources to maintain or improve our competitive positions .
The market for our products is intensely competitive and characterized by rapid changes in technology, customer requirements, industry standards, and frequent new platform and application introductions and improvements.
Our ability to complete the Acquisition is dependent on our ability to meet the conditions to close, including the ability to obtain financing on favorable terms, or at all and our ability to pay down payments in accordance with the Purchase Agreement.
Pursuant to the Purchase Agreement, the Sellers have agreed to sell all of the outstanding equity interests of Cataneo to the Company for an aggregate purchase price of $19,500,000, including at a minimum, $9,000,000 in cash, and an additional amount of up to $3,000,000 subject to the Sellers’ right to convert a portion of the Equity Consideration to cash at a price per share of $2.50 (the “Cash Election”).
In addition, the Addendum provides that the Company pay to Sellers $350,000 as a partial down payment on the Cash Consideration by February 13, 2025 which amount was paid in full on February 12, 2025.
In addition, the Addendum provides for additional temporary suspensions of Sellers' right to withdraw for two successive one-month periods through April 30, 2025, dependent upon the Company's payment each month of a down payment of $100,000 Additional Down Payments, with each Additional Down Payment to be credited toward the Cash Consideration to be owed by the Company.
On March 14, 2025, the Company paid an Additional Down Payment of $100,000 to be credited toward the Cash Consideration.
The closing of the Acquisition is dependent, upon other things, on the Company obtaining the financing necessary to pay such cash purchase price and the down payments on terms that are mutually acceptable to the parties.
We will need to raise additional capital through debt or equity financings to fund such cash purchase price.
A failure to obtain such financing on favorable terms, or at all, could cause the Company to be unable to complete the Acquisition, which could materially harm our business.
There can be no assurance that our business or our financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Acquisition, if the Acquisition is not consummated.
We may be unable to successfully integrate our business with Cataneo or realize the expected benefits of the Acquisition on our expected timeframe or at all.
In addition, if we choose to acquire or invest in other new businesses, products or technologies, we may be unable to complete these acquisitions or successfully integrate them in a cost-effective and/or non-disruptive manner.
In October 2024, the Company entered into the Purchase Agreement with the Sellers to help us enhance our product offerings, grow our customer bases, improve our path to profitability and strengthen our future financial position.
In connection with any acquisitions, we could issue additional equity securities, which would dilute our stockholders, incur substantial debt to fund the acquisitions or assume significant liabilities.
Acquisitions involve many and diverse risks and uncertainties, including risks associated with conduction due diligence, the inability to satisfy closing conditions, problems integrating the purchased operations, assets, technologies or products, unanticipated costs, liabilities, and economic, political, legal and regulatory challenges due to our inexperience operating in new regions or countries, inability to achieve anticipated synergies, overpaying for acquisitions, invalid sales assumptions underlying potential acquisitions, issues maintaining uniform standards, procedures, controls and policies, diversion of management attention, adverse effects on existing business relationships or acquired company business relationships, risks associated with entering new markets, potential loss of key employees of acquired businesses, increased legal, accounting and compliance costs, and failure to successfully integrate acquired companies, such as Cataneo, or retain key personnel from the acquired company.
There is currently a high level of political unrest occurring in South Korea.
The economic indicators in South Korea in recent years have shown mixed signs of growth and uncertainty, and the current political environment in South Korea is expected to continue to result in an erosion of the currency exchange rate between the Korean won and the U.S. dollar.
In recent years, adverse conditions and volatility in the worldwide financial markets, fluctuations in oil and commodity prices, and the COVID-19 pandemic, have contributed to the uncertainty of global economic prospects in general and have adversely affected, and may continue to adversely affect, the South Korean economy.
Due to liquidity and credit concerns and volatility in the global financial markets, the value of the Korean won relative to the U.S. dollar and other foreign currencies and the stock prices of South Korean companies have fluctuated significantly in recent years.
Our systems and the third-party systems upon which we and our customers rely are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, floods, fires, power loss, telecommunication failures, cybersecurity threats, terrorist attacks, natural disasters, public health crises such as the COVID-19 pandemic, geopolitical and similar events, or acts of misconduct.
As of March 27, 2025, we had 21 issued patents, including 10 U.S. issued patents and 11 issued abroad.
Our U.S. issued patents expire between September 9, 2028, and April 18, 2031.
We also have 25 pending patent applications, including 24 U.S. nonprovisional patent applications, 9 U.S. provisional patent applications (2 of which are in the process of being revived as a matter of unintentional abandonment), one Patent Cooperation Treaty patent application, and three patent applications in other jurisdictions.
" Furthermore, inappropriate or controversial data practices by data scientists, engineers, and end-users of our systems could impair the acceptance of AI/ML solutions.
In April 2024, our former primary commercial partner and exclusive reseller for the automotive industry, AFG, publicly disclosed that it was the victim of a ransomware attack in the Fall of 2023.
We do not intend to pay dividends for the foreseeable future.
We do not intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.
Moreover, the terms of any credit facility into which we or any of our subsidiaries enters may restrict our ability to pay dividends, and any additional debt we or any of our subsidiaries may incur in the future may include similar restrictions.
As a result, shareholders must rely on sales of their Common Stock after price appreciation as the only way to realize any future gains on their investment.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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