Brand Engagement Network Inc. SEC Filings

Brand Engagement Network Inc. reported very early-stage operating results for the quarter ended June 30, 2026, with revenue of $160,083 (including related-party revenue) and a net loss of $3.36 million. For the first six months of 2026, revenue was $264,394 and the net loss was $6.42 million, reflecting heavy spending on general and administrative costs and amortization of intangible assets.

Total assets increased to $30.7 million from $15.3 million at year-end, driven by the June 30 acquisition of Cataneo GmbH, which added $10.76 million of goodwill and $3.89 million of new intangible assets. Cash and cash equivalents were only $708,202, despite significant financing inflows, as operating activities used $5.61 million of cash and investing activities, including the Cataneo purchase and a $1.0 million strategic investment in Accelevate, used $9.80 million.

The company strengthened equity through stock sales and warrant exercises, lifting stockholders’ equity to $19.44 million, and repaid or converted some debt. However, management discloses that recurring losses, negative operating cash flows and limited liquidity raise substantial doubt about its ability to continue as a going concern without additional capital. BEN also notes ongoing litigation with AFG-related parties and an internal review of certain historical related-party matters, and highlights growth initiatives including the Cataneo media software platform, healthcare joint ventures, and international licensing partnerships.

Brand Engagement Network Inc. reported second-quarter 2026 results and highlighted the closing of its acquisition of Germany-based media and ad-tech company Cataneo GmbH on June 30, 2026. The total stated aggregate consideration under the agreement was $19.5 million, with U.S. GAAP consideration measured at a fair value of approximately $13.7 million, including about $9 million in cash, $4.3 million in common stock, and $0.4 million of other consideration.

The Cataneo acquisition nearly doubled total assets from $15.3 million on December 31, 2025, to $30.7 million on June 30, 2026, driven largely by roughly $10.8 million of goodwill and additional intangible assets. Management also cites an approximate $3.3 million reduction in accounts payable, short-term debt, and warrant liabilities, with shareholders’ equity increasing to $19.4 million. The company scheduled an earnings call for August 27, 2026, to discuss these developments and its Form 10-Q for the period ended June 30, 2026.

BlackRock, Inc. reports beneficial ownership of common stock of Brand Engagement Network Inc. BlackRock and certain of its subsidiaries collectively beneficially own 331,578 shares, representing 5.1% of Brand Engagement Network’s outstanding common stock.

BlackRock has sole voting power over 327,828 shares and sole dispositive power over 331,578 shares, with no shared voting or dispositive power. Dividends and sale proceeds on these shares may be received by various underlying clients, but no single client is reported to hold more than five percent of Brand Engagement Network’s common stock.

Brand Engagement Network Inc. reports that operations acquired through its June 30, 2026 purchase of Cataneo GmbH generated approximately $5.3 million in revenue for the first half of 2026, based on preliminary unaudited information. This represents what management calls a dramatic step-up in scale, compared with previously reported quarterly revenue of $104,311 in the first quarter of 2026 and $10,000 or lower in comparable prior-year periods, significantly expanding the company’s revenue run-rate and commercial footprint.

Management highlights a positive operating contribution from the acquired operations and expects approximately $900,000 in annualized cost synergies over the twelve-month period ending June 30, 2027 through consolidations and related exits, which are anticipated to support improved operating leverage as integration progresses. Because the acquisition closed on the final day of the second quarter, Cataneo’s first-half results will be consolidated only from the acquisition date, with updated consolidated figures to be provided in upcoming SEC periodic reports. All figures are preliminary and unaudited and may change after completion of closing procedures and external review, and the synergy expectations are forward-looking and subject to the stated risks.

Brand Engagement Network Inc. reported several July 2026 equity transactions that added approximately $460,867.30 in gross cash proceeds and converted about $328,150 of obligations into common stock, for a total balance sheet improvement of roughly $789,017.30 as of July 22, 2026.

Activities included a Conversion Agreement under which BEN Capital Fund I, LLC exchanged $53,150 of advances for 4,011 shares at $13.25 per share, a Stock Purchase Agreement exercise of $150,044.40 for 8,420 shares at $17.82 per share, shareholder warrant exercises generating $310,822.90, and conversion of $275,000 of deferred compensation owed to Chief Executive Officer Tyler Luck into 20,754 shares issued to October 3d Holdings, LLC under the Long-Term Incentive Plan. The equity conversions did not require additional cash expenditures for the converted amounts.

Brand Engagement Network Inc. appointed Christian Unterseer to its Board of Directors, effective July 1, 2026, in connection with the previously announced acquisition of Cataneo GmbH. Unterseer founded Cataneo in September 2002 and built it into an enterprise platform serving leading media organizations across international markets.

He previously served as chief executive officer of Home Shopping Europe UK from 2000 until July 2002 and earlier as Director, Ad Traffic & Broadcast Scheduling at ProSiebenSat1 Media AG. He will receive equity compensation for his director service under the Company’s Board compensation policy, subject to vesting. The Company states there are no special arrangements, family relationships, or related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Brand Engagement Network Inc. entered into a new employment agreement with Chief Executive Officer Tyler Luck. The term runs from June 1, 2026 through June 1, 2029. The company may terminate the agreement only for Good Cause, with Mr. Luck entitled to continued base salary for the longer of the remaining term or one year; Mr. Luck may resign on 30 days’ notice.

The agreement provides a $360,000 annual base salary, a one-time $125,000 payment for interim CEO service from September 14, 2025 to June 1, 2026, and a one-time $150,000 bonus for 2025 services. It also grants a non-qualified option for 100,000 shares, vesting 25,000 at signing and 25,000 on each of June 1, 2027, 2028 and 2029. Additional performance-based incentives include a cash bonus equal to three times annual base salary if the company is listed on the Russell 1000 Growth Index, a cash bonus equal to 5% of gross patent licensing revenue in any year such revenue is at least $10 million, and RSUs that vest upon achieving $1.0 billion, $2.0 billion and $3.0 billion market capitalization thresholds based on a 20-day trading average.

Brand Engagement Network Inc. filed an amended report to correct the share component of its previously disclosed acquisition of Cataneo GmbH. The company agreed to acquire all of Cataneo’s equity interests for an aggregate purchase price of $19.5 million, made up of $9 million in cash and 277,190 shares of common stock valued at $37.88 per share. Of these, 255,014 shares were issued at closing and 26,400 shares were placed in escrow under the purchase agreement. The acquisition closed on June 30, 2026. Cataneo generated revenue of €8,636,708 for fiscal year 2025. Brand Engagement Network paid $1 million in cash at signing and funded the remaining consideration through a sale of common stock at $39.59 per share and warrants exercisable in one year at an exercise price of $39.59 per share.

Brand Engagement Network Inc. completed its acquisition of Cataneo GmbH for an aggregate purchase price of $19.5 million, paid as $9 million in cash plus 250,792 shares of common stock valued at $37.88 per share. Cataneo generated €8,636,708 in 2025 revenue and is described as a profitable enterprise software provider with recurring revenue. Brand Engagement Network funded the bulk of the deal through a private sale of common stock at $39.59 per share and warrants exercisable at $39.59, relying on a Section 4(a)(2) exemption. Management highlights the acquisition as expanding its enterprise AI platform by adding Cataneo’s MYDAS advertising operations software, long-standing media customers, and infrastructure that manages more than €6 billion in annual advertising inventory.