Brand Engagement Network (NASDAQ: BNAI) lands $2.05M Africa licensing and revenue-share pact

Rhea-AI Filing Summary

Brand Engagement Network Inc. entered into a material strategic licensing and investment arrangement with Valio Technologies (Pty) Ltd and a new South Africa–based entity. Under this agreement, the company will receive a $2,050,000 preferred equity contribution, which it will recognize as intellectual property licensing revenue. In return, Brand Engagement Network will hold 25% common equity in the new entity, secure one board seat, and earn a 35% revenue share on software, SaaS, services, and subscription revenues.

The new entity receives an exclusive, perpetual license to deploy Brand Engagement Network’s technology across government and private-sector markets in Africa, with customary rights of first refusal on any sale. Separately, the company and Valio signed a non-binding memorandum of understanding with Nelson Mandela University for an AI pilot focused on student well-being, which does not create any material financial obligation for the company.

Insights

Technology and strategic partnerships analyst

Brand Engagement Network secures $2.05M and a strategic African growth platform.

Brand Engagement Network is combining immediate monetization of its technology with longer-term optionality in African markets. The company will receive a $2,050,000 preferred equity contribution that is booked as intellectual property licensing revenue, while also gaining 25% common equity and a board seat in a new South Africa–based entity. This structure blends upfront value with ongoing governance influence over how its technology is deployed.

The agreement grants the new entity an exclusive, perpetual license to use Brand Engagement Network’s technology across government and private-sector markets in Africa, alongside a 35% revenue share on software, SaaS, services, and subscription revenues. That creates a defined participation in future top-line activity tied directly to this regional expansion. A separate memorandum of understanding with Nelson Mandela University for an AI pilot focused on student well-being is explicitly non-binding and carries no material financial obligation, but it may help demonstrate use cases and support adoption as the arrangement progresses.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 20, 2026

Brand Engagement Network Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40130		98-1574798
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

300 Delaware Ave, Suite 210

Wilmington, DE 19801

(Address of principal executive offices, including zip code)

(307) 757-3650

(Registrant’s telephone number, including area code)

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 Capital Market

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

On January 20, 2026, Brand Engagement Network, Inc. (the “Company”) finalized a strategic licensing and investment arrangement with Valio Technologies (Pty) Ltd (“Valio”) and a newly formed South Africa–based entity.

Valio Technologies is led by Lefentse Nokaneng, who also serves as General Manager: Research at Brand South Africa, South Africa’s official national branding agency.

Pursuant to the arrangement, the Company will receive a $2,050,000 preferred equity contribution, which will be recognized as intellectual property licensing revenue. The arrangement provides the Company with 25% common equity ownership in the newly formed entity and one board seat, as well as a 35% revenue share on software, SaaS, services, and subscription revenues. The agreement grants the entity an exclusive license to deploy the Company’s technology across government and private-sector markets in Africa on a perpetual basis, subject to customary rights of first refusal on any sale.

In connection with the Company’s expansion in Africa, the Company and Valio have entered into a memorandum of understanding with Nelson Mandela University for a governance- and institution-approved artificial intelligence pilot deployment designed to support student well-being. The memorandum of understanding is non-binding and does not create any material financial obligation for the Company.

The foregoing description of the arrangement does not purport to be complete and is qualified in its entirety by the terms of the definitive agreement.

Item 9.01 Financial Statements and Exhibits (d) Exhibits

Exhibit No.		Description
99.1		Press Release dated January 21, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

	Brand Engagement Network Inc.
Date: January 21, 2026	By:	/s/ Tyler Luck
		Tyler Luck
		Chief Executive Officer

FAQ

What did Brand Engagement Network Inc. (BNAI) announce in this 8-K?

Brand Engagement Network Inc. reported a strategic licensing and investment arrangement with Valio Technologies (Pty) Ltd and a new South Africa–based entity, involving an upfront equity contribution, equity ownership, board representation, and revenue sharing tied to deployment of its technology in African markets.

How much funding will Brand Engagement Network (BNAI) receive under the Valio Technologies arrangement?

Brand Engagement Network will receive a $2,050,000 preferred equity contribution, which it will recognize as intellectual property licensing revenue under the arrangement with Valio Technologies and the new South Africa–based entity.

What ownership and governance rights does BNAI obtain in the new South Africa–based entity?

The company receives 25% common equity ownership in the newly formed entity and one board seat, giving it an ongoing stake and governance role in how its technology is deployed in African markets.

What revenue participation does Brand Engagement Network get from the African licensing deal?

Brand Engagement Network is entitled to a 35% revenue share on software, SaaS, services, and subscription revenues generated by the new entity under the technology deployment arrangement.

What rights does the new entity receive to Brand Engagement Network’s technology in Africa?

The new entity receives an exclusive license to deploy Brand Engagement Network’s technology across government and private-sector markets in Africa on a perpetual basis, with customary rights of first refusal on any sale.

What is the nature of Brand Engagement Network’s memorandum of understanding with Nelson Mandela University?

Brand Engagement Network and Valio have a non-binding memorandum of understanding with Nelson Mandela University for an AI pilot deployment focused on student well-being. The memorandum is explicitly stated as not creating any material financial obligation for the company.