Brand Engagement Network, Cataneo terminate purchase agreement

As previously disclosed, on October 29, 2024, Brand Engagement Network (BNAI)entered into a share purchase and transfer agreement with Christian Unterseer, in his individual capacity, CUTV, a limited liability company incorporated under the laws of the Federal Republic of Germany and Cuneo, a stock corporation incorporated under the laws of the Federal Republic of Germany, pursuant to which, among other things, the sellers agreed to sell all of the outstanding equity interests of Cataneo, a limited liability company incorporated under the laws of the Federal Republic of Germany to the company for an aggregate purchase price, in the form of cash and company common stock, of $19.5M, subject to certain adjustments. In addition, after signing, the parties executed amendments on February 6, May 26 and July 3 that, among other things, provided for certain down-payments by Brand Engagement Network that would be non-refundable and applied as set-off against any sellers’ claims in a pre-closing termination scenario and temporarily suspended and then re-instated the sellers’ contractual withdrawal rights on the dates specified therein. On September 14, the parties terminated the purchase agreement. The termination was effected through a written notice from the seller, which the company acknowledged and accepted, in accordance with the terms of the purchase agreement. On September 14, the company received a notice from the sellers purporting to withdraw from the SPA pursuant to Section 12.4.2. The notice states that prior addenda temporarily suspending the sellers’ withdrawal right expired on August 31, after which the sellers exercised their withdrawal right with immediate effect. In connection with the termination of the purchase agreement, the company will make a final payment to the seller of $100,000. The final payment and all previously paid down-payments, which, including the final payment, total to approximately $650,000, are not refundable and are applied as a set-off against any of sellers’ claims permitted by Section 12.4.2. The company otherwise bears its own expenses. The parties’ confidentiality and similar obligations that expressly survive under the purchase agreement continue in effect. Any interim exclusivity, no-shop, or similar undertakings expired by their terms in connection with the withdrawal and are no longer in effect.