/C O R R E C T I O N -- Brand Engagement Network, Inc. (BEN)/

Rhea-AI Summary

Brand Engagement Network (Nasdaq: BNAI) filed its Form 10-Q for the quarter and six months ended June 30, 2026 and completed the acquisition of 100% of Germany-based media and ad-tech firm Cataneo GmbH. The deal has stated aggregate consideration of $19.5 million and an acquisition-date fair value of about $13.7 million, including roughly $9 million cash and $4.3 million in stock. Total assets rose from $15.3 million at December 31, 2025 to $30.7 million, driven by approximately $10.8 million of goodwill and intangibles. Accounts payable, short-term debt and warrant liabilities fell by about $3.3 million, while shareholders’ equity increased from $3.5 million to $19.4 million; cash grew to $708,000. BEN also formed a 50/50 joint venture with INTERVENT International, invested $1 million for about 10% of Accelevate Solutions with additional warrants, and highlighted its 25% stake and 35% revenue share exposure in Skye Africa. The second-quarter earnings call is set for August 20, 2026, with replay available through August 27, 2026.

Positive

• Cataneo acquisition fair value $13.7M expands media and ad-tech platform
• Total assets $30.7M at June 30, 2026, nearly double $15.3M at year-end 2025
• Liabilities cut by ~$3.3M across accounts payable, short-term debt, and warrant liabilities
• Shareholders’ equity $19.4M, up sharply from $3.5M at December 31, 2025
• Cash balance $708K at June 30, 2026, up from $172K at year-end 2025
• $1M strategic investment for roughly 10% of Accelevate Solutions, with warrants for potential higher ownership
• 50/50 joint venture with INTERVENT International to develop AI-powered health and chronic disease solutions

Negative

• None.

News Market Reaction – BNAI

+0.94%

+0.94% Session close to close

In the Aug 17 session, BNAI gained 0.94%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The -2.81% 24-hour reaction to the August 5 Skye Africa MOU shows that strategic announcements have ...

Analysis

The -2.81% 24-hour reaction to the August 5 Skye Africa MOU shows that strategic announcements have not consistently aligned with positive price responses. This report adds completed transaction and balance-sheet data; execution remains a risk.

Key Figures

Acquisition consideration: $19.5M GAAP consideration: approximately $13.7M Cash consideration: approximately $9M +5 more

8 metrics

Acquisition consideration $19.5M Cataneo definitive agreement

GAAP consideration approximately $13.7M Acquisition-date fair value

Cash consideration approximately $9M Cataneo acquisition

Stock consideration approximately $4.3M Fair value of common stock issued

Total assets $30.7M Up from $15.3M at December 31, 2025

Balance-sheet reduction about $3.3M Accounts payable, short-term debt, and warrant liabilities

Shareholders' equity $19.4M Up from $3.5M at December 31, 2025

Cash and equivalents $708,000 Up from $172,000 at December 31, 2025

Historical Context

5 past events · Latest: Aug 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 05	AI health MOU	Positive	-2.8%	MOU announced for potential regional deployment of AI-enabled health solutions
Jul 27	Acquisition revenue update	Positive	+8.7%	Acquired operations reported $5.3 million first-half revenue and expected $900,000 annualized synergies
Jul 14	AI transportation launch	Positive	+8.9%	Companies launched AI-powered transportation media network targeting recurring advertising revenue
Jul 13	Cataneo expansion	Positive	-10.7%	BEN announced U.S. expansion of Cataneo and described platform scale
Jun 30	Cataneo acquisition	Positive	+9.6%	BEN completed Cataneo acquisition, adding profitable enterprise software with recurring revenue

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent positive announcements produced three aligned gains and two divergences, including a -10.7% response to a Cataneo expansion update.

Key Terms

form 10-q, u.s. gaap, fair value, warrant liabilities, +2 more

6 terms

form 10-q regulatory

"Company files Form 10-Q for the Second Quarter of 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

u.s. gaap financial

"For U.S. GAAP accounting purposes, the consideration transferred was measured"

U.S. GAAP is a set of rules and standards that companies in the United States follow to prepare their financial reports. It helps ensure that financial information is consistent and clear, so investors and others can compare and understand a company's financial health easily.

fair value financial

"the consideration transferred was measured at its acquisition-date fair value"

Fair value is an estimate of what an asset or company is really worth today, derived from expected future earnings, comparable market prices and other relevant facts—like agreeing a price for a used car after checking mileage, condition and similar listings. Investors use fair value to decide whether a stock looks overpriced or undervalued, which helps guide buy, hold or sell decisions and sets expectations for potential returns and risk.

View in glossary

warrant liabilities financial

"Combined with a reduction in warrant liabilities, these balance-sheet items declined"

Warrant liabilities are the financial obligations a company records when it grants warrants—special rights allowing someone to buy shares at a set price in the future. If the warrants are expected to be exercised, they are treated as a liability because the company might need to deliver shares or cash later. This matters to investors because it affects the company’s reported financial health and the potential dilution of existing shares.

pro forma basis financial

"On a pro forma basis, Cataneo's contribution would have meaningfully increased"

An accounting presentation that shows financial results after removing, adding, or adjusting items to reflect certain assumptions or hypothetical situations, such as excluding one-time charges or showing combined results after a merger. It matters to investors because it offers a clearer view of recurring performance or how results would look under specific scenarios, like comparing scores after neutralizing one-off events—similar to looking at a cleaned-up version of a household budget to see regular living costs.

memorandum of understanding regulatory

"Skye Africa Intelligence signed a Memorandum of Understanding with the East"

A memorandum of understanding (MOU) is a formal agreement between two or more parties that outlines their shared intentions and plans to work together. It acts like a handshake in writing, clarifying each side’s roles and expectations before any official contract is signed. For investors, an MOU signals that parties are serious about collaboration, which can influence future business opportunities and potential growth.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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In the news release, Brand Engagement Network Provides Second Quarter Update, issued 14-Aug-2026 by Brand Engagement Network, Inc. (BEN) over PR Newswire, we are advised by the company that the date for the earnings conference call has been updated to August 20, and replay will be available until August 27. The complete, corrected release follows.

Brand Engagement Network Provides Second Quarter Update

Completes $19.5 Million Cataneo Acquisition; Total Assets Nearly Double to $30.7 Million

Approximately $3.3 million reduction in accounts payable, short-term debt, and warrant liabilities | Shareholders' equity increases to $19.4 million | Company files Form 10-Q for the Second Quarter of 2026

WILMINGTON, Del., Aug. 14, 2026 /PRNewswire/ -- Brand Engagement Network Inc. (Nasdaq: BNAI) ("BEN" or the "Company"), an AI technology company powering intelligent engagement, today announced the filing of its Quarterly Report on Form 10-Q for the three- and six-month periods ended June 30, 2026. The quarter marked a significant milestone for BEN with the acquisition of Cataneo GmbH, which combines BEN's technology with Cataneo's platform, talent, customers, industry expertise, and established global market presence to create new opportunities across intelligent engagement, media, and monetization.

Cataneo Acquisition – Bringing Intelligent Engagement to Media and Enterprise

On June 30, 2026, the Company completed the acquisition of 100% of Cataneo GmbH, a Germany-based media and advertising technology company. Cataneo brings an established technology platform, customer relationships, industry expertise, and operating capabilities that provide BEN with new opportunities to apply its AI and intelligent engagement technology to transform customer experiences and develop new solutions across the media and advertising ecosystem.

The total stated aggregate consideration under the definitive agreement was $19.5 million. For U.S. GAAP accounting purposes, the consideration transferred was measured at its acquisition-date fair value of approximately $13.7 million, consisting of (i) cash of approximately $9 million, (ii) the fair value of common stock issued of approximately $4.3 million, and (iii) other consideration of approximately $0.4 million.

The acquisition significantly expanded the Company's asset base, with total assets rising from $15.3 million on December 31, 2025, to $30.7 million on June 30, 2026, driven primarily by approximately $10.8 million of goodwill and additional intangible assets related to Cataneo.

Strengthening the Balance Sheet

• Accounts payable decreased by $1.8 million, and short-term debt decreased by nearly $1.0 million. Combined with a reduction in warrant liabilities, these balance-sheet items declined by about $3.3 million.
• Shareholders' equity increased to $19.4 million as of June 30, 2026, up from $3.5 million as of December 31, 2025.
• Cash and cash equivalents increased to $708,000 as of June 30, 2026, from $172,000 as of December 31, 2025.

Strategic and Commercial Developments

• On June 8, 2026, the Company entered a 50/50 joint venture with INTERVENT International, LLC, forming INTERVENT Health AI, Inc. to develop and commercialize AI-powered health coaching and chronic disease management solutions.
• The Company also completed a $1 million strategic investment in Accelevate Solutions, a provider of intelligent engagement solutions for fleet management, acquiring approximately 10% of the company, with warrants that could increase ownership to approximately 20%.
• Through its wholly owned subsidiary Skye AI USA, LLC, the Company owns a 25% common equity interest in Skye Africa Intelligence, Pty. Ltd. and holds preferred equity with a stated value of $2.05 million. The Company is entitled to a 35% recurring revenue share under the related African licensing arrangement.
• On August 5, 2026, Skye Africa Intelligence signed a Memorandum of Understanding with the East, Central and Southern Africa Health Community (ECSA-HC) to support the potential deployment of AI-enabled health solutions across ECSA-HC's member states.

Management Commentary

"The closing of the Cataneo acquisition on the final day of the quarter is an important milestone for BEN," said Tyler Luck, Chief Executive Officer. "Cataneo brings much more than technology—it brings an established platform, a talented team, customers, industry expertise, revenue, and a global market presence that complement what we have built at BEN. Together, we have an opportunity to connect BEN's AI and intelligent engagement technology with Cataneo's media and monetization capabilities across a broader set of markets and customer relationships.

On a pro forma basis, Cataneo's contribution would have meaningfully increased our revenue base for the first half of 2026. We also made meaningful progress on the financial side of the business, increasing shareholders' equity, reducing short-term liabilities, and expanding our asset base. At the same time, we continued to invest selectively in opportunities that extend our technology into new environments, including healthcare and emerging international markets. Our focus now is on bringing these capabilities together, continuing to innovate, and turning more interactions between organizations and people into intelligent, actionable, and valuable opportunities.

Earnings Conference Call

Brand Engagement Network Inc. will host an earnings conference call on Thursday, August 20, 2026, at 10:00 a.m. PST / 1:00 p.m. EST to discuss second-quarter 2026 financial results.

Date: Thursday, August 20, 2026
Time: 10:00 a.m. PST / 1:00 p.m. EST
Dial-in (U.S./Canada, toll-free): 1-888-880-3330
Dial-in (International, toll): 1-646-357-8766

Participants are advised to dial in approximately 10 minutes before the scheduled start time.

Speakers will include Tyler Luck, Chief Executive Officer, and Walid Khiari, Chief Financial Officer and Chief Operating Officer.

A replay of the call will be available through August 27, 2026, by dialing 1-800-770-2030 (North American toll-free) or +1 (609) 800-9909 (international toll) and entering conference replay code 8052298#.

About Brand Engagement Network Inc.
Brand Engagement Network, Inc. (NASDAQ: BNAI) is an enterprise AI software company that enables organizations to connect engagement to execution through secure, intelligent conversational AI. Powered by its proprietary Engagement Language Model (ELM™), BEN helps organizations automate workflows, improve customer experiences, and drive operational intelligence across healthcare, hospitality, mobility, government, media, retail, and other industries.

The acquisition of Cataneo expands BEN's global deployment infrastructure by adding a proven enterprise software platform, established customer relationships, and international distribution capabilities, creating new opportunities to deploy BEN's enterprise AI at scale while reinforcing the Company's position as an enterprise AI software provider. For more information, visit www.brandengagementnetwork.com.

About Cataneo GmbH
Cataneo GmbH is a global provider of enterprise software for advertising sales, scheduling, traffic, and content management across linear, digital, and on-demand media. Its MYDAS platform provides end-to-end media management, monetization, analytics, CRM integration, and real-time reporting solutions for broadcasters and media organizations worldwide. For more information, visit www.cataneo.de.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this press release that are not purely historical are forward-looking statements, including, but not limited to, statements regarding: the prospects of the combined business following the acquisition of Cataneo; and BEN's growth strategies, including with respect to international expansion. The forward-looking statements contained herein are based upon BEN's current expectations and involve assumptions that may never materialize or may prove to be incorrect. These forward-looking statements are neither promises nor guarantees and are subject to a variety of risks and uncertainties, including those set forth in the Risk Factors section of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission on April 16, 2026, and in similar disclosures set forth in the other documents that BEN has filed and may file from time to time with the SEC. These forward-looking statements are made as of the date of this press release, and BEN assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. BEN's views in these forward-looking statements should not be relied as representing the Company's views as of any date subsequent to the date of this press release.

Media Contact
Amy Rouyer
amy@beninc.ai

Investor Relations
investors@beninc.ai

View original content to download multimedia:https://www.prnewswire.com/news-releases/brand-engagement-network-provides-second-quarter-update-302852167.html

SOURCE Brand Engagement Network, Inc. (BEN)

FAQ

What did Brand Engagement Network (BNAI) announce in its Q2 2026 update?

Brand Engagement Network reported Q2 2026 results, the completed Cataneo acquisition, and several strategic investments. According to the company, total assets increased to $30.7 million, shareholders’ equity rose to $19.4 million, and liabilities tied to payables, short-term debt, and warrants declined by about $3.3 million.

What are the terms of Brand Engagement Network’s Cataneo acquisition announced August 14, 2026?

Brand Engagement Network completed the acquisition of 100% of Cataneo GmbH with stated aggregate consideration of $19.5 million. According to the company, the acquisition-date fair value was about $13.7 million, including roughly $9 million in cash, $4.3 million in common stock, and $0.4 million of other consideration.

How did the Cataneo acquisition affect BNAI’s balance sheet in Q2 2026?

The Cataneo acquisition significantly expanded Brand Engagement Network’s asset base, lifting total assets to $30.7 million at June 30, 2026. According to the company, this increase was driven primarily by about $10.8 million of goodwill and other intangible assets recognized from the transaction.

How did shareholders’ equity and debt levels change for Brand Engagement Network (BNAI)?

Brand Engagement Network’s shareholders’ equity increased to $19.4 million from $3.5 million over six months. According to the company, accounts payable fell by $1.8 million, short-term debt dropped by nearly $1.0 million, and combined with lower warrant liabilities, these items declined by about $3.3 million.

What strategic investments and joint ventures did Brand Engagement Network make in 2026?

In 2026, Brand Engagement Network formed a 50/50 joint venture with INTERVENT International and invested $1 million for about 10% of Accelevate Solutions. According to the company, it also holds 25% common equity and a 35% recurring revenue share exposure through Skye Africa Intelligence arrangements.

When is Brand Engagement Network’s Q2 2026 earnings conference call and how can investors listen?

Brand Engagement Network’s Q2 2026 earnings call is on Thursday, August 20, 2026, at 10:00 a.m. PST / 1:00 p.m. EST. According to the company, investors can dial U.S./Canada 1-888-880-3330 or international 1-646-357-8766, with replay available until August 27, 2026.

What is the significance of Skye Africa Intelligence in BNAI’s international strategy?

Brand Engagement Network, through Skye AI USA, owns 25% of Skye Africa Intelligence and preferred equity valued at $2.05 million. According to the company, it is entitled to a 35% recurring revenue share, and Skye Africa recently signed an MOU to explore AI health solutions across ECSA-HC member states.