Brand Engagement Network Inc.

We are currently involved in multiple related litigations arising out of disputes with AFG Companies, Inc. (“AFG”) and related parties:

These matters remain ongoing, and we cannot predict the outcome or the timing of any resolution. An adverse result, or even a favorable result that is delayed, could require us to incur significant legal fees and expenses, divert management’s attention from our business operations, and potentially impact our financial condition and results of operations. In addition, the existence of the litigation may negatively affect the trading price of our Common Stock.

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Apart from the foregoing, we are not presently a party to any other legal proceedings that we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.