Prospectus
Supplement No. 17
(to
Prospectus dated April 25, 2024) |
|
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-278673 |
Prospectus
Supplement No. 13
(to
Prospectus dated August 13, 2024) |
|
Registration
No. 333-280366
Registration
No. 333-282132 |
Prospectus
Supplement No. 9
(to
Prospectus dated September 25, 2024) |
|
Registration
No. 333-282130 |
Prospectus
Supplement No. 9
(to
Prospectus dated September 25, 2024) |
|
|
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 February 12, 2025. 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 February 12, 2025, the last reported sales price of the Common Stock was $0.6388 per share,
and the last reported sales price of our Public Warrants was $0.0579 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 February 13, 2025
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): February 6, 2025
BRAND
ENGAGEMENT NETWORK INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40130 |
|
98-1574798 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
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: (307) 757-3650
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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
BNAI |
|
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
BNAIW |
|
The
Nasdaq Stock Market LLC |
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.
As
previously disclosed, 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 (“Mr. 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 Mr. Unterseer
and CUTV, “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 $0.0001 per share (“Common Stock” and such 4.2 million
shares of 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 therein.
On
February 6, 2025, the Company and the Sellers entered into that certain Addendum to Share Purchase and Transfer Agreement (the “Addendum”),
pursuant to which the parties amended certain provisions of the Purchase Agreement to provide the parties additional time to prepare
for and close the Acquisition. More specifically, the Addendum amends the Purchase Agreement to, among other things:
| ● | provide
that the Company pay to Mr. Unterseer, as authorized recipient of the Sellers, $350,000 as
a partial down payment (“Initial Down Payment”) on the Cash Consideration (as
defined in the Purchase Agreement) by February 13, 2025, and temporarily suspend Sellers’ right to withdraw from the
Purchase Agreement until February 28, 2025, unless the Company fails to pay Initial Down
Payment; |
| | | |
| ● | provide
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 to Mr. Unterseer, as authorized recipient of the Sellers
(each an “Additional Down Payment”), with each Additional Down Payment to be
credited toward the Cash Consideration to be owed by the Company; |
| | | |
| ● | add
a requirement of Sellers to use their best efforts to coordinate and to cause Cataneo to
work with the Company and the Company’s financial advisors towards the implementation
of the percentage of completion method of accounting for past and current customer projects; |
| | | |
| ● | provide
that Sellers agree to rescind Sellers’ previous notification to exercise their
right (the “Election Right”) to receive the Equity Consideration in the amount
of $3,000,000 in cash instead of Consideration Shares as set forth in the Purchase Agreement,
provided that the Sellers may re-exercise such Election Right prior to the Closing
of the Acquisition; |
| | | |
| ● | waive
Sellers’ right to approve the terms of the financing of the transaction; and |
| | | |
| ● | provide
that if the Purchase Agreement were to be terminated upon the Company’s failure to
pay or the expiration of April 30, 2025, or for other reasons the Company withdraws from
the Purchase Agreement pursuant to the early termination provisions of the Purchase Agreement
or should the Purchase Agreement terminate before Closing (as defined in the Purchase Agreement),
Seller’s agree to set-off under certain circumstances any claims Sellers may have pursuant
to such early termination provisions of the Purchase Agreement against the Initial Down Payment
and any Additional Down Payment; however, the remainder of the Initial Down Payment and any
Additional Down Payment will not be repayable to the Company by Sellers. |
The
foregoing description of the Addendum 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 Addendum, a copy of which is attached
as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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, the Initial
Down Payment or the Additional Down Payments on the Acquisition consideration on terms that are favorable to the Company 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 pendency of the transactions
contemplated by the Purchase Agreement or the Addendum 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.
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.
| |
BRAND
ENGAGEMENT NETWORK INC. |
| |
|
| |
By: |
/s/
Paul Chang |
| |
Name: |
Paul
Chang |
| |
Title: |
Chief
Executive Officer |
| |
Dated: |
February 12, 2025 |
Exhibit 2.1
ADDENDUM
to
Share
Purchase and Transfer Agreement
Between
CHRISTIAN
UNTERSEER (Seller 1)
CUTV
GmbH (Seller 2)
CUNEO AG (Seller 3)
And
BRAND
ENGAGEMENT NETWORK, INC. (Buyer)
Whereas,
the Parties have entered into a Share Purchase and Transfer Agreement dated 29 October 2024 (“SPA”) which provides
in Section 12.4.2 for the Parties’ right to withdraw from the SPA if certain conditions have not been met or certain actions not
been taken.
Whereas,
the financing conditions for the Transaction have changed and require an undertaking by Sellers, the rescission of an assignment by Seller
1 and Seller 3 as well as the waiver by Sellers of certain approval rights pursuant to the SPA.
Now
therefore, the Parties agree to the following Addendum to the SPA (“Addendum”):
| 1. | Partial
Down Payment of Cash Consideration |
Buyer
agrees to pay to Sellers the amount of USD 350.000,00 (in words: Three Hundred and Fifty Thousand US Dollar) payable five (5) Business
Days after signature of this Addendum; Buyer shall submit a payment receipt to Seller 1 by e-mail as proof that payment has been made
on time. Such payment shall be (a) made to the account of Seller 1, (b) allocated by Seller 1 among all Sellers in accordance with Section
7.1, and (c) be treated by the Parties as partial down payment of the Cash Consideration owed by Buyer pursuant to Section 6.1.3 (“Down
Payment 1”) in case of Closing.
| 2. | Temporary
Suspension of Sellers’ Right to Withdraw |
Sellers
hereby temporarily suspend their right to withdraw from the SPA pursuant to Section 12.4.2 until 28 February 2025, unless Buyer
fails to pay the Down Payment 1 within five (5) Business Days after signature of this Addendum. Sellers will further suspend such
right to withdraw for periods of one (1) month each, provided that Buyer pays further down payments in installments of USD
100.000,00 (in words: One Hundred Thousand US Dollar) to Seller 1, to be allocated by Seller 1 among all Sellers in accordance with
Section 7.1 and be treated by the Parties as further partial down payment(s) of the Cash Consideration owed by Buyer pursuant to
Section 6.1.3 (each an “Additional Down Payment”). The first of such Additional Down Payments shall be made by 28
February 2025, covering the period until 31 March 2025. The second of such Additional Down Payments shall be made by 31 March 2025,
covering the period until 30 April 2025. For the avoidance of doubt, Buyer shall not be obliged to make any Additional Down Payment.
Sellers’ right to withdraw from the SPA pursuant to Section 12.4.2 shall re-enter into force upon either (a) failure of Buyer
to pay Down Payment 1 or any Additional Down Payment when due, or (b) on 30 April 2025, whichever is earlier.
| 3. | Sellers’
Undertaking to Implement the Percentage of Completion Method |
Sellers
shall use their best efforts to coordinate and to cause the Company to jointly work with Buyer and Buyer’s financial advisors towards
the implementation of the percentage of completion method to the Company’s accounting for past and current customer projects. The
Parties shall use best efforts to implement such accounting method for the Company after signature of this Addendum in order to be able
to obtain the Company’s annual financial statement for the calendar year 2024, and future financial quarters on a go forward basis
as soon as reasonably possible. For the avoidance of doubt, the Company’s financial statement for the calendar year 2024 will be
prepared in accordance with applicable laws and with generally accepted accounting principles specified therein, applied on a consistent
basis through the past financial years in instruction by the Sellers.
| 4. | Rescission
of Seller 1’s and Seller 3’s Assignment of Part of the Equity Consideration to
Cash |
Seller
1 and Seller 3 have notified Buyer on 31 January 2025 that they exercise their right to assign the Equity Consideration in the amount
of USD 3,000,000 (in words: Three Million Dollars) to cash payable to the Notary’s Escrow Account at the Scheduled Closing Date
instead of Consideration Shares as set forth in Section 6.1.4c). Seller 1 and Seller 3 hereby rescind such notification and the assignment
of part of the Equity Consideration to cash pursuant to Section 6.1.4c). The Parties hereby agree that Seller 1 and Seller 3 will be
put in the same position as set forth in Section 6.1.4c) as if they had not yet exercised such right and will still be entitled to do
so before Closing.
| 5. | Waiver
of Sellers’ Right to Approve the Financing of the Transaction |
Pursuant
to Section 11.2.2 the Parties hereby waive in part the Closing Condition set forth in Section 11.1f) and agree that Sellers’ right
to approve the financing relating to the Transaction shall be waived.
| 6. | Set-off
Obligation of Sellers |
Should
the Sellers, upon Buyer’s failure to pay or expiry of 30 April 2025 as set forth in Clause 2, or for other reasons withdraw from
the SPA pursuant to Section 12.4.2 or should the SPA terminate otherwise before Closing, Sellers shall set off any claims Sellers may
have pursuant to Section 12.4.2 (i.e., Sellers’ potential claims of (a) compensation for all reasonable legal and other professional
fees, costs and expenses and/or (b) a penalty in the amount of USD 350.000,00 (in words: Three Hundred and Fifty Thousand US Dollar))
against Down Payment 1 and any Additional Down Payment. The remaining amount shall not be repayable to Buyer; it is considered by the
Parties as a penalty for the suspension of Sellers’ right to withdraw and as a consideration for Sellers’ undertaking, rescission
and waiver as set forth in Clauses 3, 4 and 5. For the avoidance of doubt, Buyer’s right to withdraw from the SPA pursuant to Section
12.4.2 shall not be impeded by this Addendum and Down Payment 1 and any Additional Down Payment(s) shall not be repayable should Buyer
withdraw from the SPA pursuant to Section 12.4.2.
This
Addendum 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).
| 8. | Continued
Validity of the SPA |
Unless
expressly otherwise provided in this Addendum, (a) all provisions of the SPA shall continue in full force and effect, (b) any reference
to a Section is a reference to a Section in the SPA, and (c) all definitions set forth in the SPA shall also apply to this Addendum.
[Signature
Page Follows]
Signatures
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