Brand Engagement Network (BNAI) 424B3Prospectus supplement

BRAND ENGAGEMENT NETWORK INC.

46,752,838 Shares of Common Stock (Inclusive of 21,190,316 Shares of Common Stock

Underlying Warrants, 1,583,334 Shares of Common Stock Underlying Convertible Notes and 163,407 Shares of Common Stock Underlying Options)

6,126,010 Warrants to Purchase Common Stock

6,393,333 Shares of Common Stock (Inclusive of 4,200,000 Shares of Common Stock

Underlying Warrants)

28,370,786 Shares of Common Stock

3,598,943 Shares of Common Stock (Inclusive of 960,000 Shares of Common Stock

Underlying Warrants)

This prospectus supplement updates and supplements (i) the prospectus of Brand Engagement Network Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), dated April 25, 2024, which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-278673) (the “April Prospectus”), (ii) the prospectus dated August 13, 2024, which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280366) (the “August Prospectus”), (iii) the prospectus dated September 25, 2024, which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282132) (the “SEPA Prospectus”) and (iv) the prospectus dated September 25, 2024, which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282130) (the “September Prospectus”, together with the April Prospectus, the August Prospectus and the SEPA Prospectus, the “Prospectuses”). This prospectus supplement is being filed to update and supplement the information in the Prospectuses with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on October 30, 2024. Accordingly, we have attached the Form 8-K to this prospectus supplement.

This prospectus supplement should be read in conjunction with the Prospectuses. This prospectus supplement updates and supplements the information in the Prospectuses. If there is any inconsistency between the information in the Prospectuses and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our common stock, par value $0.0001 per share (the “Common Stock”) and the public warrants representing the right to acquire one share of Common Stock for $11.50 (the “Public Warrants”), are listed on Nasdaq under the symbols “BNAI,” and “BNAIW”, respectively. On October 29, 2024, the last reported sales price of the Common Stock was $0.9311 per share, and the last reported sales price of our Public Warrants was $0.027 per Public Warrant. We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings.

Investing in our securities involves risk. See “Risk Factors” beginning on page 6 of the April Prospectus, page 7 of the August Prospectus, page 9 of the SEPA Prospectus and page 8 of the September Prospectus to read about factors you should consider before investing in shares of our Common Stock and Public Warrants.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 30, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2024

BRAND ENGAGEMENT NETWORK INC.

(Exact name of registrant as specified in its charter)

145 E. Snow King Ave

PO Box 1045

Jackson, WY 83001

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (312) 810-7422

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 29, 2024, Brand Engagement Network Inc., a Delaware corporation (the “Company”) entered into a Share Purchase and Transfer Agreement with Christian Unterseer, in his individual capacity (“Unterseer”), CUTV GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany (“CUTV”), and CUNEO AG, a stock corporation incorporated under the laws of the Federal Republic of Germany (“Cuneo” and together with Unterseer and CUTV, the “Sellers”) (the “Purchase Agreement”) pursuant to which the Sellers have agreed to sell all of the outstanding equity interests of Cataneo GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany (“Cataneo”) to the Company for an aggregate purchase price of $19.5 million, consisting of (i) $9 million in cash and (ii) 4.2 million shares of the Company’s common stock, par value $0.001 per share (“BEN Common Stock” and such 4.2 million shares of BEN Common Stock, the “Equity Consideration”) at an agreed upon value of $2.50 per share (the transactions governed by the Purchase Agreement, the “Acquisition”), subject to customary adjustments and offsets as further described herein. Prior to the closing of the Acquisition (the “Closing Date”), the Sellers may elect to convert a portion of the Equity Consideration to cash for up to $3 million at a price per share of $2.50 (the “Cash Election”). Additionally, an aggregate of 400,000 shares of BEN Common Stock issued as part of the Equity Consideration shall be subject to an escrow arrangement for a period of one year (the “Escrow Period”) following Closing Date (the “Escrow Shares”). The Escrow Shares may be utilized to offset certain claims, fines, penalties, outstanding debts or other costs owed by the Sellers following the Closing Date. Thirty days prior to the end of the Escrow Period, certain of the Sellers shall have the right, but not the obligation, to cause the Company to repurchase their portion of the Escrow Shares at a price per share of $2.50.

The Purchase Agreement contains customary representations, warranties and covenants, as well as indemnification provisions subject to specified limitations. Among other things, the Sellers have agreed, subject to certain exceptions, to cause Cataneo to conduct its business in the ordinary course, consistent with past practice, from the date of the Purchase Agreement until the Closing Date and not to take certain actions prior to the Closing Date without the prior written consent of the Company.

The transaction is expected to close in the fourth quarter of 2024 and is subject to conditions, including, (i) the making of the Cash Election, (ii) the initiation of the process to register for resale the Equity Consideration, (iii) written confirmation that the Company has not received any delisting notice or similar notification affecting its listing status with the NASDAQ, (iv) the execution by one or several of the Company’s major stockholders of a personal guarantee of the Agreed Share Value (as defined therein) for a period of one year following the Closing Date (the “Personal Guarantee”), (v) the obtaining of joint approval of the terms of the financing of the cash purchase price of the Acquisition, (vi) the receipt of customary third-party approvals and the release of the Sellers from customary bank guarantees, securities and indemnities, and (vii) the Company’s board of directors’ approval of the Company’s due diligence investigation (collectively, the “Closing Conditions”). The Company intends to finance the transaction through third-party financing, which may take the form of debt or equity.

The Purchase Agreement contains certain customary termination rights for the Company and the Sellers, including the right to terminate the Purchase Agreement if (i) not all of the Closing Conditions have been satisfied by January 29, 2025, (ii) a party has not performed all of its Closing Actions (as defined therein) within ten business days of the Closing Date, or (iii) the registration process of the Equity Consideration has not been initiated prior to the Closing Date to the satisfaction of the Sellers. Notwithstanding any termination right, any party may seek specific performance of the other parties to the Purchase Agreement. In the event the Purchase Agreement is terminated by the Sellers by virtue of the failure of the Company to deliver the Personal Guarantee, the Sellers shall be entitled to a termination fee of $350,000.

The Purchase Agreement is filed herewith as Exhibit 2.1 to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Cataneo or their respective subsidiaries and affiliates. The Purchase Agreement contains representations and warranties of each of the parties to the Purchase Agreement, which were made only for purposes of the Purchase Agreement and as of specified dates therein. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Cataneo or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that the Company files with the SEC.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby is only a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02. The issuance of the Equity Consideration will be completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Item 7.01. Regulation FD Disclosure.

On October 30, 2024, the Company and the Sellers issued a joint press release announcing the execution of the Purchase Agreement. A copy of the joint press release announcing the proposed transaction is furnished as Exhibit 99.1 hereto. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01, including the exhibit incorporated by reference herein, shall not be incorporated by reference into any filing under the Securities Act, regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the joint press release is not intended to, and does not, constitute a determination or admission by the Company that the information in the joint press release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Item 8.01 Other Events.

Reference is made to (i) that certain Securities Purchase Agreement, dated May 28, 2024, by and among the Company and the investors party thereto (the “May Purchase Agreement”), (ii) that certain Securities Purchase Agreement, dated August 26, 2024, by and among the Company and the investors party thereto (the “August Purchase Agreement”), (iii) that certain Amendment No. 1 to the August Purchase Agreement, dated October 5, 2024, by and among the Company and the investors party thereto (the “Amendment”) and (iv) that certain Standby Equity Purchase Agreement, dated August 26, 2024, by and between the Company and YA II PN, Ltd.

As previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2024, pursuant to the terms of the Amendment, upon effectiveness of the Amendment, the Company would have been prohibited from selling shares of BEN Common Stock, at a price per share that is less than $5.00 per share, as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of BEN Common Stock that occur after the date of the Amendment (the “SEPA Pricing Limitation”). The effectiveness of the Amendment was conditioned on the payment of all then current and past due Required Fundings (as defined therein) payable under the May Purchase Agreement and August Purchase Agreement by October 11, 2024. The Company has experienced delays in funding from certain of the investors under the May Purchase Agreement and the August Purchase Agreement. As of the date hereof, certain of such investors have failed to make Required Fundings, giving effect to the tolling of all cure periods, in an aggregate amount of $843,750, and the Company is uncertain whether such amounts or future Required Fundings by such investors will be made. As a result of such delays, the conditions to the effectiveness of the Amendment were not met, and the Company did not become subject to the SEPA Pricing Limitation.

Forward-Looking Statements

Certain disclosures in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Acquisition, the ability of the parties to consummate the Acquisition in a timely manner or at all, the ability of the Company to obtain financing for the Acquisition on favorable terms or at all, the achievement by the Company of the intended synergies and benefits of the Acquisition, the Company’s business outlook, industry, business strategy, plans, goals and expectations concerning the Company’s market position, future operations, margins, profitability, future efficiencies, capital expenditures, liquidity and capital resources and other financial and operating information. When used in this discussion, the words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “future” and the negative of these or similar terms and phrases are intended to identify forward-looking statements in this report. Forward-looking statements reflect the Company’s current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company can give you no assurance these expectations will prove to have been correct. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from the Company’s expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others, (i) uncertainties as to the timing of the Acquisition; (ii) the risk that the Acquisition may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the Acquisition, including the ability to obtain financing to fund the Acquisition on terms that are agreeable to the parties or at all; (iv) the possibility that any or all of the various conditions to the consummation of the Acquisition may not be satisfied or waived, including the failure to receive major shareholder guarantees, or that any required regulatory approvals from any applicable governmental entities may not be obtained (or any conditions, limitations or restrictions placed on such approvals); (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; (vi) the effect of the announcement or pendency of the transactions contemplated by the purchase agreement on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (vii) risks related to diverting management’s attention from the Company’s ongoing business operations; (viii) uncertainty as to the timing of completion of the Acquisition; and (ix) risks that the benefits of the Acquisition are not realized when and as expected. Additional information concerning these and other factors can be found under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC and in the Company’s Quarterly Reports on Form 10-Q. Any one of these factors or a combination of these factors could materially affect the Company’s financial condition or future results of operations and could influence whether any forward-looking statements contained in this report ultimately prove to be accurate. The Company’s forward-looking statements are not guarantees of future performance, and you should not place undue reliance on them. All forward-looking statements speak only as of the date made and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Exhibits and Financial Statements.

(d) Exhibits.

* Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment for certain portions of the agreement pursuant to Rule 24b-2 of the Exchange Act, for any document so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 2.1

Cataneo-BEN SPA

Share Purchase and Transfer Agreement

Between

CHRISTIAN UNTERSEER; CUTV GmbH; and CUNEO AG

And

BRAND ENGAGEMENT NETWORK, INC.

Share Purchase Agreement

Between

Preamble

NOW, THEREFORE, Sellers and Buyer hereby agree as follows:

I. Interpretation; Definitions and Exhibits

Unless expressly provided otherwise herein, for purposes of this Agreement, the following rules of interpretation shall apply:

II. Sale, Contribution and Transfer of the Shares; Consideration

Subject to the terms and conditions set forth herein, Sellers hereby sell and contribute to Buyer, and Buyer purchases and accepts from Sellers in total one hundred percent (100%) of the Sellers’ Shares (as described in section 7.1 below) free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an “Encumbrance”).

For removal of doubt, through the purchase of the Sellers’ Shares (as described in section 7.1 below), Buyer shall also become the indirect owner of the Affiliates.

The Shares shall be sold, contributed and assigned to Buyer and shall be purchased, accepted and acquired by Buyer with effect as at 24:00 hours CET/CEST of the last day of the calendar month in which Closing occurs (the “Effective Date”), with all benefits and the burdens attached to the Shares, including the right to receive profits or Losses, attaching to them as at the Effective Date.

USD 19,500,000 (in words: Nineteen Million Five Hundred Thousand Dollars) (the “Base Amount”);

plus the aggregate amount of the Effective Date Cash (as defined below);

minus the aggregate amount of the Effective Date Financial Debt (as defined below);

adjusted by the amount (either added or subtracted) that the Effective Date Working Capital (as defined below) differs from the Target Working Capital (as defined below) (the “Working Capital Adjustment”). The Working Capital Adjustment shall only be made if the difference amount exceeds ten percent (10 %) of the Target Working Capital.

For the purpose of this Agreement:

Exhibit 6.2A shows the calculation of the Effective Date Cash, Effective Date Financial Debt, Effective Date Working Capital and Target Working Capital.

Amounts in foreign currency shall be converted into EUR with the Exchange Rate as of the Effective Date.

The Effective Date Balance Sheet shall be final and binding on the Parties for the purpose of determining the Consideration and the Equity Consideration,

Sellers and Buyer may notify each other of a change of their above-mentioned accounts at any time by giving Notice at least five (5) Business Days prior to the respective due date.

III. Separation from Sellers

In the period until the Scheduled Closing Date, Sellers shall and shall cause Cataneo and its Affiliates to take all actions reasonably required to achieve that on the Scheduled Closing Date Cataneo and its Affiliates will have available, as owners, if applicable, or based on valid and enforceable lease, license, service or similar agreements, all assets (whether tangible or intangible), rights, employees, systems (including IT systems, software, hardware and databases), contracts and services required by them in order to continue after the Closing to conduct their businesses in the ordinary course as currently conducted, taking into account any service and other agreements with Cataneo and its Affiliate to be entered into pursuant to this Agreement on the Scheduled Closing Date and except for the matters identified in Exhibit 10.1. Any (actual or contingent) liabilities incurred by Cataneo and its Affiliates in connection with any action according to this Section 10 which have not been settled prior to the Effective Date shall be included in the Effective Date Working Capital.

IV. Closing the Transaction

The obligations of Sellers and Buyer to perform the Closing Actions pursuant to Section 11.2 shall be subject to satisfaction (or waiver pursuant to Section 11.2) of the following conditions precedent (aufschiebende Bedingungen) pursuant to section 158 (1) BGB (the “Closing Conditions”):

The consummation of the Transactions contemplated by this Agreement (the “Closing”) shall take place (i) on the last Business Day of the Company’s Fiscal Year, or (ii) at such other time or date as the Parties have mutually agreed upon. The date on which the Closing is scheduled to occur according to the foregoing sentence shall be referred to as the “Scheduled Closing Date”. The day on which the Closing actually takes place pursuant to this Section 12 is referred to as the “Closing Date” and the time at which the Closing is deemed to have occurred is the Effective Date.

On the Scheduled Closing Date, the Parties shall take, or if applicable, cause to be taken, concurrently (Zug um Zug) the following actions (the “Closing Actions”), in each case if not already taken before in accordance with this Agreement:

or

The rights of a Party to withdraw from this Agreement in accordance with Sections 12.4.2a) through c) is in addition to all other rights and claims it has under this Agreement and the right of a Party to alternatively seek specific performance from the other Party, provided that a Party may at its sole discretion at any time change from seeking specific performance from the other Party to pursuing the other rights and claims it has against the other Party under this Agreement (e.g., to withdraw from this Agreement and seek damages). The Party that has caused the reason for withdrawal is obligated to compensate the other Party in full for all reasonable legal and other professional fees, costs and expenses (in each case including any applicable VAT) incurred in connection with this Agreement prior to the date of withdrawal (including its preparation and negotiation). In case the Sellers withdraw if the Closing Condition 11.1.d) has not been fulfilled by the Buyer and its Shareholders respectively, Sellers are entitled to a penalty in the amount of USD 350.000,00 (in words: Three Hundred and Fifty Thousand US Dollar) payable ten (10) Business Days after the Buyer has received the Sellers’ notice that the Sellers withdraw from the Agreement.

V. Representations and Warranties

The execution, delivery, and performance by Sellers of this Agreement and the consummation of the Transaction, do not and will not violate or conflict with (a) any provision of the organizational documents or operating agreement, or other governing documents of Sellers or Cataneo or its Affiliates or (b) any order or injunction by any court or governmental authority.

All shareholders’ and board resolutions by Sellers or any of its shareholders as required to execute the Transaction have been obtained.

No insolvency proceedings (Insolvenzverfahren) or similar proceedings under applicable Laws are pending regarding Cataneo or Affiliate and neither Cataneo nor Affiliate are required under applicable Laws to file for any such proceeding.

As of the Signing Date and as of the Closing Date, neither Cataneo nor its Affiliates are a party to any enterprise agreements (Unternehmensverträge) or silent partnership agreements (stille Beteiligungsverträge) that would entitle any Person or entity to participate in the profits of or to exercise control over Cataneo or its Affiliate.

Complete copies of financial statements consisting of the balance sheet and the profit and loss statements of Cataneo and its Affiliates as of the fiscal year-end date in each of the years 2022 and 2023 (to extent available due to the Affiliates’ existence for that time) which in case of the Financial Statements of Cataneo and its Affiliates have been audited were made available to Buyer. The financial statements of Cataneo and its Affiliates as of the fiscal year-end dates of 2022 and 2023 (the “Financial Statements”) have been prepared in accordance with applicable Laws and with generally accepted accounting principles specified therein, applied on a consistent basis throughout the period involved. The Financial Statements are based on the books and records of Cataneo and its Affiliates and present a true and fair view of the assets and liabilities, financial condition and results of operations (Vermögens-, Finanz- und Ertragslage) of Cataneo and its Affiliates as of the respective dates they were prepared. The Financial Statements of Cataneo and its Affiliates have been audited with an auditors’ certificate as disclosed in the Data Room. The Parties agree that nothing in this Clause 13.8 shall be deemed to be or construed as an objective balance sheet guarantee (keine objektive Bilanzgarantie).

The update on Cataneo’s and its Affiliate’s revenues and EBITDA in the period from 1 January 2024 until the last available end date (30 September 2024), as attached as Exhibit 13.10 has been prepared with due care in accordance with applicable GAAP and in accordance with past practice in all material respects. Exhibit 13.10 is attached to this deed, it was treated in the same way as the exhibits marked “B” in the Deed of Reference.

Except as listed in Section 13.13 of the Disclosure Schedule, there are no securities, guarantees, indemnities or liabilities given or assumed by or binding upon Cataneo or its Affiliates in respect of any Liability of the shareholders of Cataneo or its Affiliates.

Section 13.16 of the Disclosure Schedule sets forth a true and complete list of all current policies or binders of insurance maintained by Cataneo and its Affiliates and relating to their assets, business, operations, employees, officers, and directors (collectively, the “Insurance Policies”). Such Insurance Policies are, to Sellers’ Knowledge, in full force and effect. Neither Cataneo nor its Affiliates have received any written Notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have been paid. Cataneo and its Affiliates are not in default under, or have otherwise failed to comply with, in any material respect, any provision contained in any Insurance Policy in each case in a way that would impact the scope of their available insurance protection. The Insurance Policies are sufficient for compliance with all applicable Laws and Contracts to which Cataneo and its Affiliates are a party or by which they are bound.

To Sellers’ Knowledge, Cataneo and its Affiliates are not subject to an official investigation, order or informal inquiry of the competent authorities with regard to compliance with data protection laws applicable to Cataneo and its Affiliates and are not obliged under any court decision or administrative order to pay damages to data subjects or administrative fines under data protection law. No claims for such damages have been asserted by data subjects against Cataneo or its Affiliates in writing. To Sellers’ Knowledge, all steps necessary to ensure that personal data is being processed in accordance with data protection laws applicable to Cataneo and its Affiliates have been taken and duly implemented by Cataneo, its Affiliates, and its employees, managing directors, board members and officers except, in each case, where a failure to do so would not or is not reasonably expected to result in a loss in excess of EUR 2,500 (in words: Two Thousand and Five Hundred Euros).

No representation or warranty by Sellers in this Agreement and no statement contained in the Disclosure Schedule to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein. Sellers have Fairly Disclosed to Buyer all facts or circumstances relating to Cataneo, its Affiliates and their Business which are material and reasonably relevant to evaluate Cataneo, its Affiliates and their Business and associated risks and opportunities.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

Sellers shall not be liable for, and Buyer shall not be entitled to bring, any Buyer Claim if and to the extent that:

Buyer shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any Liability, Loss, cost, shortfall, damage, breach or other set of circumstances that gives rise to more than one (1) claim.

Buyer shall without undue delay, but in any event thirty (30) Business Days after Buyer has gained knowledge of facts that are reasonably likely to form the basis of a Buyer Claim, give Sellers’ Notice of such alleged claim, stating in such Notice in reasonable detail the nature thereof (including all relevant available facts and circumstances) and the amount involved, to the extent that such amount has been determined at the time when such Notice is given.

The Parties agree that the rights and remedies that Buyer may have against Sellers under or in connection with this Agreement and the Transaction shall be limited to the rights and remedies expressly provided for herein and shall be solely governed by this Agreement. All other rights or remedies of any legal nature that Buyer may otherwise have against Sellers under or in connection with this Agreement or the Transaction are hereby waived by Buyer and excluded to the largest extent permitted under applicable Law, in particular any (i) right to withdraw (zurücktreten) from this Agreement or to require the winding up (Rückabwicklung) of the Transaction (e.g. by way of großer Schadensersatz), (ii) claims for breach of pre-contractual obligations (culpa in contrahendo, including claims arising under sections 241 (2), 311 (2) and (3) BGB) or ancillary obligations (positive Forderungsverletzung, including claims arising under sections 280, 282 BGB), (iii) claims in connection with frustration of contract pursuant to section 313 BGB (Störung der Geschäftsgrundlage) , (iv) claims for defects of the sold assets (Mängelrechte) under sections 434 et seq. BGB, (v) rights to rescind (anfechten) or otherwise terminate this Agreement and (vi) other statutory rights or remedies.

and

If the thresholds pursuant to Section 16.2.1a) and Section 16.2.1b) are exceeded, the entire amount shall be taken into account and not only the exceeding amount (Freigrenze).

All claims of Buyer arising under or in connection with this Agreement shall become time-barred (verjähren) twelve (12) months after the Closing Date, except for:

The limitations of Liability in this Agreement, including limitations with regard to the term Losses and the limitations set forth in Sections 14 to 16, shall not apply if a breach is based on fraud (Arglist) or willful misconduct (Vorsatz) by or on behalf of Sellers or any Affiliates.

VI. Covenants

VII. Tax Matters

Sellers represent and warrant (garantieren) to Buyer by way of an independent promise of guarantee ( selbständiges Garantieversprechen) pursuant to section 311 (1) BGB within the scope and subject to the remedies and limitations set forth in this Agreement that the statements contained in this Section 20 (the “Tax Representations”) are, taking into account the facts and circumstances set forth in Exhibit 20 (the “Tax Disclosure Schedule”), true and correct as of the Signing Date.

Claims under this Section VII (Tax Matters) shall be time-barred upon expiration of six (6) months after the ultimate, final and binding assessment of the relevant Tax. However, Sellers’ rights under Section VII shall not be time-barred before the expiration of six (6) months after Sellers have been notified by Buyer about the circumstance giving rise to a claim of Sellers.

VIII. Indemnification

Subject to the other terms and conditions of this Section 26, Sellers shall indemnify and defend each of Buyer and its Affiliate (including Cataneo and its Affiliates) (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses as well as any consequential and indirect damages (Folgeschäden, mittelbare Schäden) and lost profits (entgangener Gewinn), lost opportunities and frustrated expenses (vergebliche Aufwendungen) within the meaning of section 284 BGB, incurred or sustained by, or imposed upon, Buyer Indemnitees based upon, arising out of, with respect to, or by reason of:

IX. Miscellaneous

Any notice (“Notice”) hereunder shall be made in the English language, in writing and given by personal delivery, by commercial overnight delivery service, or by certified mail, postage prepaid, return receipt requested, or by email including a document with a signature, at the following address:

Each Notice shall be effective upon receipt (Zugang) which shall be deemed to have occurred (i) if personally served, upon such service, (ii) if sent by commercial overnight delivery service, upon the next Business Day following such sending, (iii) if mailed, three (3) days following the date of the post stamp, (iv) if sent by email upon transmission, provided that the Person sending the email shall not have received an out-of-office reply or a failure notice or (v) if otherwise transmitted, if acknowledged in writing by all other Parties to this Agreement.

Any Party may, by like Notice at any time and from time to time, designate a different address to which Notices shall be sent.

Should any individual provision of this Agreement be or become in whole or in part invalid or infeasible, or should there be an omission in this Agreement, this shall indisputably (unwiderlegbar) not affect the validity or feasibility of the remaining provisions, without any party to this Agreement having to argue (darlegen) and prove (beweisen) the Parties’ intent to uphold this Agreement even without the invalid or infeasible provision or the omission. In place of the invalid or infeasible provision or in order to remedy the omission, the Parties undertake to agree on an appropriate, valid and feasible provision that comes closest to what the Parties intended or would have intended in accordance with the purpose of this Agreement had they considered the matter at the outset.

This Agreement (including its Exhibits and the Disclosure Schedule) constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in any Exhibits or the Disclosure Schedule (other than an exception expressly set forth as such in the Disclosure Schedule), the statements in the body of this Agreement will control.

No Party shall be entitled to exercise any right to set-off, retention or other right to refuse performance (Aufrechnung, Zurückbehaltung oder sonstige Leistungsverweigerungsrechte) with respect to any of its payment obligations under or in connection with this Agreement, except in case the underlying rights or claims of the Party have been expressly acknowledged (anerkannt) by the other Party in writing or have been awarded in a legally binding (rechtskräftig) decision in principal proceedings (im Hauptsacheverfahren) by a competent court or arbitral tribunal.

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto, unless notarization is required in which case such amendments, modifications or supplements have to be notarized. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

The Parties have pre-aligned on and Sellers have consented to Buyer’s filing of a Notice of Sale of Securities on Form D and a Current Report on Form 8-K to be made pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, which shall include a copy of this Agreement as an exhibit, as well as an accompanying press release, concurrently with the execution of this Agreement. The Parties undertake that without the written consent of the other Party neither Party shall make any public announcement regarding this Agreement or any part of its content or the transactions contemplated hereunder, unless required by applicable law, regulation or stock exchange rules applicable to the respective Party. If legally permissible, at least five (5) Business Days prior to any permitted press release the Party wishing to make the announcement shall notify the other Parties thereof in writing, provide to the other Parties the proposed wording and take any requests of the other Parties into due consideration.

This Agreement shall be construed in accordance with, and governed by, German Law, excluding the German conflict of Law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

All disputes arising out of or in connection with this Agreement (including the breach, termination or validity thereof) shall be finally settled, without recourse to the ordinary courts of Law, by arbitration in accordance with the Arbitration Rules of the German Arbitration Institute (Deutsche Institution für Schiedsgerichtsbarkeit e.V.), as amended from time to time. The arbitral tribunal shall be comprised of three (3) arbitrators. The seat of the arbitration shall be Munich, Germany. The language of the arbitration shall be English. Documents originating in the German language may be submitted in the German language and without an English translation. The right to obtain injunctive relief (vorläufigen Rechtsschutz) before state courts shall not be excluded.

This deed was read out aloud by the notary,
approved by the parties and
signed by them and by the notary:

Exhibit 99.1

AI Company Brand Engagement Network Announces Agreement to Acquire German Media Technology Leader Cataneo Gmbh

October 30, 2024

Acquisition to Expand BEN’s Global Media Reach

JACKSON, Wyo., October 30, 2024 (GLOBE NEWSWIRE) — Brand Engagement Network, Inc.(BEN) (NASDAQ: BNAI), a global leader in secure and reliable conversational AI solutions for businesses and consumers, today announced it has agreed to acquire 100% of Cataneo Gmbh (Cataneo), a privately-owned media technology company based in Munich, Germany, in a cash and stock transaction.

Cataneo, a leader in media technology, offers an all-in-one solution for ad sales, inventory management, and campaign optimization. The company has been profitable throughout the years, with its platform helping broadcast and entertainment companies streamline operations, increase revenue, and enhance audience engagement. By integrating BEN’s advanced Generative AI, Cataneo is poised to strengthen its offerings and deliver even greater value to its brands and customers.

Cataneo’s Mydas platform is a rapidly growing, highly sophisticated air-time sales management and ad traffic system managing over 5 billion euros in annual media spending. Supporting over 5,000 users and more than 1,000 media brands across four continents, the Mydas platform operates on a robust recurring revenue model. It offers a fully integrated, 100% SaaS cloud solution consolidating all advertising inventories into a common currency on a single platform.

Combined Synergies Enhance Conversational Gen-AI for Global Media Brands

“We believe the combination of BEN’s safe, intelligent, and scalable Generative AI platform, with Cataneo’s Mydas tools, can transform how brands engage with their customers,” said Paul Chang, Chief Executive Officer of BEN. “This acquisition marks a significant step towards the future of interactive advertising, where consumers are not just marketed to, but actively engaged with, leading to more meaningful and enhanced online experiences.”

Cataneo’s Chief Executive Officer, Renato Rocha Pinto, expressed his excitement about the partnership. He stated, “We believe combining our technologies will significantly enhance consumer engagement and substantially benefit our global clients. BEN’s AI has the capability to generate deep insights and explore innovative consumer engagement opportunities across various media outlets, extending beyond traditional platforms.”

The acquisition underscores BEN’s commitment to strategic growth through mergers and acquisitions, enabling BEN to expand the reach of its core AI platform to over 1,000 media brands. This positions BEN to lead the next generation of conversational Gen-AI engagement, providing consumers with real-time, accurate, and helpful information across various channels, including while on the move and driving.

While Cataneo will continue to serve its existing clients independently, the company plans to collaborate closely with BEN to integrate AI into its internal processes and provide enhanced customer tools. The combined strength of BEN’s Generative AI and Cataneo’s platform is expected to expand Cataneo’s global presence significantly.

Transaction Details

The total purchase price for the acquisition is $19.5 million, comprised of $9.0 million in cash and 4.2 million shares of BEN common stock at an agreed-upon value of $2.50 per share. Depending on certain conditions before closing, a portion of the shares may be converted into the right to receive up to $3.0 million in cash. Upon closing, Cataneo will become a wholly owned subsidiary of BEN, with plans to expand operations in the U.S. and Latin America. This acquisition positions both companies for significant growth in the broadcast and agency premium advertising workflow management solutions market, a $2.0 billion segment within the broader $45 billion global media technology market. Renato Rocha Pinto will continue as Cantaneo’s Chief Executive Officer after the acquisition.

The transaction is subject to securing financing on mutually agreeable terms and obtaining customary regulatory approvals and guarantees by certain BEN shareholders. It is expected to close in the fourth quarter of 2024.

For more information about BEN’s safe, intelligent, scalable AI, please visit www.beninc.ai. For details about Cataneo, please visit www.cataneo.tv.

About BEN

Brand Engagement Network is a global leader providing secure and reliable conversational AI solutions for businesses and consumers. With offices in Jackson, Wyoming, and Seoul, South Korea, BEN offers a powerful and flexible platform that enhances customer experiences, boosts productivity, and delivers business value. At the heart of BEN’s offerings are AI-powered digital assistants and lifelike avatars, providing more personal and engaging experiences through browsers, mobile applications, and even life-size kiosks. These safe, intelligent, and inherently scalable AI solutions empower businesses to efficiently serve customers using validated data delivered through SaaS, Private Cloud, and On-Premises technology. BEN’s commitment to data sovereignty ensures that consumer and business data remain private, protected, and wholly owned by the respective parties. BEN’s mission is to make AI friendly and helpful for all, ensuring more people benefit from the AI-enhanced world.

About Cataneo

Cataneo is a global provider of comprehensive media management solutions for linear, non-linear, and digital media, headquartered in Munich, Germany. Cataneo’s platform is highly customizable and scalable and offers end-to-end solutions for advertising sales, traffic management, and campaign optimization across multiple media channels. With over two decades of experience, Cataneo supports over 1,000 media brands across 200+ channels in 4 continents, providing cutting-edge tools for inventory management, yield optimization, and programmatic ad sales. The company’s flagship platform, MYDAS, empowers media businesses to optimize revenues and streamline operations with advanced data analytics, CRM integration, and real-time reporting. Cataneo’s mission is to bridge the gap between media buyers, sellers, and platforms, offering a unified ecosystem for seamless media transactions and enhanced audience engagement.

Forward-Looking Statements

Certain statements in this communication are “forward-looking statements” within the meaning of federal securities laws. They are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, BEN’s current expectations, assumptions, plans, strategies, and anticipated results, including the closing and anticipated benefits of the acquisition of Cataneo (the “Cataneo Acquisition”). Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.

There are a number of risks, uncertainties and conditions that may cause BEN’s actual results to differ materially from those expressed or implied by these forward-looking statements, including but not limited to: (i) uncertainties as to the timing of the Cataneo Acquisition; (ii) the risk that the Cataneo Acquisition may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the Cataneo Acquisition, including the ability to obtain financing to fund the Cataneo Acquisition on terms that are agreeable to the parties or at all; (iv) the possibility that any or all of the various conditions to the consummation of the Cataneo Acquisition may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals) or required major shareholder guarantees; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; (vi) the effect of the announcement or pendency of the transactions contemplated by the purchase agreement on BEN’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (vii) risks related to diverting management’s attention from BEN’s ongoing business operations; (viii) uncertainty as to the timing of completion of the Cataneo Acquisition; (ix) risks that the benefits of the Cataneo Acquisition are not realized when and as expected; and (x) (A) the risk factors described in Part I, Item 1A of Risk Factors in BEN’s Annual Report on Form 10-K for the year ended December 31, 2023 and (B) the other risk factors identified from time to time in the BEN’s other filings with the Securities and Exchange Commission (the “SEC”). Filings with the SEC are available on the SEC’s website at http://www.sec.gov.

Many of these circumstances are beyond BEN’s ability to control or predict. These forward-looking statements necessarily involve assumptions on BEN’s part. These forward-looking statements may include words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “project,” “should,” “may,” “will,” “might,” “could,” “would,” or similar expressions. All forward-looking statements attributable to the Company or persons acting on BEN’s behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this communication. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the information currently available to the Company and speak only as of the date they are made. BEN disclaims any intention or obligation to update or revise publicly any forward-looking statements.

Media Contact

Amy Rouyer

BEN - Safe, Intelligent, Scalable AI

E: amy@beninc.ai

P: 503-367-7596

Investor Relations

Christine Marchuska

E: cmarchuska@allianceadvisors.com

P: 917-232-0852

Source: Brand Engagement Network, Inc. (BEN)