Brand Engagement Network Inc.

As of the date of this Report, there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, except the following:

We may not realize the anticipated benefits of the Cataneo acquisition. On June 30, 2026, we completed the acquisition of Cataneo GmbH. The success of the acquisition will depend, in part, on our ability to successfully integrate Cataneo’s operations, technology, personnel, and customer relationships with our existing business. Integration may be complex, time-consuming, and costly, and we may encounter difficulties, including unexpected costs, delays, or loss of key employees or customers. If we are unable to realize the anticipated benefits of the acquisition in a timely manner or at all, our business, financial condition, and results of operations could be adversely affected.

We are involved in multi-jurisdictional litigation with AFG Companies, Inc. and related parties, the outcome of which is uncertain. We are currently party to related litigation proceedings in the Southern District of New York, the Northern District of Texas, and Tarrant County, Texas, arising out of disputes with AFG Companies, Inc. and related parties concerning funding obligations under a September 2023 stock purchase agreement. The litigation is ongoing, and we cannot predict the outcome or the timing of any resolution. An adverse outcome, or even a favorable outcome that is delayed, could result in significant legal fees and expenses, diversion of management attention, and a material adverse effect on our financial condition, results of operations, or the market price of our Common Stock.

Additional risk factors not presently known to us may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.