Brand Engagement Network, Inc. (BEN) and INTERVENT International, LLC have launched INTERVENT Health AI, Inc., a 50/50 joint venture headquartered in Delaware, to develop and commercialize AI-powered health coaching solutions. The partnership combines BEN's conversational AI with INTERVENT's clinically validated methodologies and proprietary healthcare datasets. Unlike many AI healthcare applications relying on publicly available information, INTERVENT Health AI is built on more than 25 years of clinically validated health coaching methodologies designed to drive measurable behavior change and favorable long-term health outcomes. The joint venture aims to serve direct-to-consumer, employer, healthcare, and enterprise markets by leveraging clinical research datasets and telehealth coaching interactions involving more than 2,000,000 people.

According to information provided by INTERVENT, its programs have been used to serve more than two million individuals and are supported by more than 120 published scientific abstracts and manuscripts. These include studies conducted across more than 150 medical centers with funding from organizations such as the NIH, PCORI, and the Public Health Agency of Canada. Through INTERVENT Health AI, BEN's conversational AI is expected to help scale these evidence-based coaching systems to broader populations and new healthcare markets.

Key Terms and Governance

The joint venture agreement establishes a Board of Directors comprising one appointee from BEN, one from INTERVENT, and one mutually agreed independent director. The capital structure authorizes 100,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B Preferred Stock. BEN and INTERVENT each received 32,500,000 shares of Class A Common Stock, representing 50% of the issued and outstanding common equity. An additional 30,000,000 Class A shares were reserved for future issuance, and 5,000,000 shares were reserved for a long-term incentive plan. Each founding shareholder also received 5,000,000 shares of Class B Preferred Stock, valued at $1.00 per share, as consideration for pre-paid intellectual property licenses.

Commercial Arrangements

INTERVENT Health AI has entered into an exclusive five-year North American commercialization and technology development agreement with SKYE AI USA, LLC, a wholly owned subsidiary of BEN. This arrangement is subject to agreed performance milestones. BEN, through SKYE, is entitled to receive 35% of certain revenues generated by INTERVENT Health AI from software, services, and commercialization activities under this North American arrangement, net of agreed commissions and third-party fees. Additionally, BEN has agreed in principle to a Reseller and Services Agreement, appointing it as the exclusive provider of AI platform development, training, and deployment services for INTERVENT Health AI in North America for an initial five-year term.

International Expansion

The joint venture has also agreed to material terms for non-exclusive international reseller arrangements. These arrangements will facilitate the commercialization of INTERVENT Health AI services through BEN-affiliated entities in Latin America and Africa. Under these proposed agreements, INTERVENT Health AI is expected to receive 50% of gross revenues generated from such sales, after the deduction of agreed commissions and business development expenses.

The Shareholder Agreement includes customary governance provisions, pre-emptive rights, and ownership protection, including restrictions on issuances that would reduce either founding shareholder below specified ownership thresholds without approval.