Brand Engagement Network (BNAI) corrects Cataneo acquisition share component

Q: How many Brand Engagement Network shares were issued and held in escrow for the Cataneo deal?

Under the purchase agreement, 255,014 shares of Brand Engagement Network common stock were issued at closing. An additional 26,400 shares were held in escrow, providing a buffer for potential adjustments and offsets described in the agreement.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate purchase price: $19.5 million Cash component: $9 million Stock component: 277,190 shares +5 more

8 metrics

Aggregate purchase price $19.5 million Total consideration for Cataneo GmbH

Cash component $9 million Cash portion of Cataneo purchase price

Stock component 277,190 shares Shares of common stock in purchase price at $37.88 per share

Shares issued at closing 255,014 shares Common stock issued at closing of acquisition

Escrowed shares 26,400 shares Common stock held in escrow under Purchase Agreement

Cataneo revenue €8,636,708 Fiscal year 2025 revenue for Cataneo GmbH

Equity funding price $39.59 per share Price of common stock sold to fund acquisition

Warrant exercise price $39.59 per share Exercise price of warrants, exercisable in one year

Key Terms

Share Purchase and Transfer Agreement, escrow, Regulation S-K, Inline XBRL, +2 more

6 terms

escrow financial

"255,014 shares issued at closing and 26,400 shares held in escrow"

A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.

Regulation S-K regulatory

"redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Inline XBRL technical

"Cover Page Interactive Data File (Inline XBRL)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 2.01 Completion of Acquisition or Disposition of Assets regulatory

"This Amendment amends and restates Item 2.01 of the Initial"

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Available on EDGAR 07/01/2026 - 06:08 AM Accepted by SEC EDGAR 06/30/2026 - 06:41 PM

FAQ

What acquisition did Brand Engagement Network (BNAI) complete on June 30, 2026?

Brand Engagement Network completed the acquisition of all equity interests of Cataneo GmbH on June 30, 2026. The deal transferred full ownership of the German company Cataneo to Brand Engagement Network under a previously signed Share Purchase and Transfer Agreement.

What was the total purchase price for Cataneo in Brand Engagement Network’s 8-K/A?

The total purchase price for Cataneo was $19.5 million, combining cash and stock. It consisted of $9 million in cash plus 277,190 shares of Brand Engagement Network common stock valued at $37.88 per share.

How did Brand Engagement Network (BNAI) fund the Cataneo acquisition?

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. It also issued warrants exercisable in one year at an exercise price of $39.59 per share.

How many Brand Engagement Network shares were issued and held in escrow for the Cataneo deal?

Under the purchase agreement, 255,014 shares of Brand Engagement Network common stock were issued at closing. An additional 26,400 shares were held in escrow, providing a buffer for potential adjustments and offsets described in the agreement.

What was Cataneo’s recent revenue as disclosed by Brand Engagement Network (BNAI)?

Cataneo reported revenue of €8,636,708 for fiscal year 2025. This figure offers investors a sense of Cataneo’s scale and operating activity before its acquisition by Brand Engagement Network.

What change does Brand Engagement Network’s 8-K/A Amendment No. 1 make?

The amendment corrects the number of Brand Engagement Network common shares included in the aggregate Cataneo purchase price. It does not modify other previously disclosed terms and fully restates Item 2.01 related to completion of the acquisition.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2026

Brand Engagement Network Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40130

98-1574798

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

300 Delaware Ave,

Suite 210

Wilmington, DE

19801

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (307) 757-3650

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BNAI	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	BNAIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Brand Engagement Network Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission on June 30, 2026 (the “Initial Form 8-K”) which reported the completion of the Company’s previously announced acquisition of all of the issued and outstanding equity interests of Cataneo GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany. This Amendment is filed solely to correct the number of shares of common stock of the Company included in the aggregate purchase price. Except as set forth herein, this Amendment does not modify or update any other disclosure in the Initial Form 8-K.

This Amendment amends and restates Item 2.01 of the Initial Form 8-K in its entirety. Except as expressly set forth herein, this Amendment does not amend, update, or otherwise modify any other information contained in the Initial Form 8-K, and the Company has not updated the disclosures contained therein to reflect any events that have occurred after the date of the Initial Form 8-K. This Amendment should be read in conjunction with the Initial Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on April 30, 2026, Brand Engagement Network Inc., a Delaware corporation (the “Company”) entered into a Share Purchase and Transfer Agreement with Christian Unterseer, in his individual capacity (“Unterseer”), CUTV GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany (“CUTV”), Cuneo AG, a stock corporation incorporated under the laws of the Federal Republic of Germany (“Cuneo”), and GForce 112 GmbH, a limited liability company incorporated under the laws of the Federal Republic of German (“GForce” and together with Unterseer, CUTV and Cuneo, the “Sellers”) (the “Purchase Agreement”) pursuant to which the Sellers agreed to sell all of the outstanding equity interests of Cataneo GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany (“Cataneo”) to the Company for an aggregate purchase price of $19.5 million, consisting of (i) $9 million in cash, and (ii) 277,190 shares of the Company’s common stock, par value $0.0001 per share, at an agreed upon value of $37.88 per share, with 255,014 shares issued at closing and 26,400 shares held in escrow pursuant to the Purchase Agreement (the transactions governed by the Purchase Agreement, the “Acquisition”), subject to customary adjustments and offsets as further described in the Purchase Agreement. On June 30, 2026, the Company completed the Acquisition. Cataneo had revenue of €8,636,708 for fiscal year 2025.

The Company paid to Sellers $1 million in cash at signing of the Purchase Agreement and funded the remainder of the Acquisition through the sale of common stock at a price of $39.59 per share and warrants exercisable in one year for $39.59 per share of common stock. The funding was completed prior to closing of the Acquisition.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the redacted text of the Purchase Agreement, a copy of which is filed (with certain portions redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K and certain schedules and exhibits omitted in accordance with Item 601(b)(2) of Regulation S-K) as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

●	2.1*	Share Purchase and Transfer Agreement, dated April 30, 2026, by and among Brand Engagement Network Inc., Christian Unterseer, CUTV GmbH, Cuneo AG and GForce 112 GmbH (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2026).
●	99.1	Press Release, dated June 30, 2026 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2026).
●	104	Cover Page Interactive Data File (Inline XBRL).

* Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment for certain portions of the agreement pursuant to Rule 24b-2 of the Exchange Act, for any document so furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brand Engagement Network Inc.

Dated: June 30, 2026	By:	/s/ Tyler Luck
	Name:	Tyler Luck
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents