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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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.
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) 250,792 shares of the
Company’s common stock, par value $0.0001 per share, at an agreed upon value of $37.88 per share (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
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02. The
issuance of the common stock and warrants will be completed in reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof as a transaction by an issuer
not involving any public offering.
Item
7.01 Regulation FD Disclosure.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
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. |
| |
● |
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 |
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Brand
Engagement Network Completes Acquisition of Cataneo
Acquisition
expands global AI deployment platform by adding a profitable enterprise software business with recurring revenue.
WILMINGTON,
Del., and MUNICH, Germany, June 30, 2026 /PRNewswire/ — Brand Engagement Network, Inc. (NASDAQ: BNAI) (“BEN” or
the “Company”), an enterprise AI software company, today completed its acquisition of Cataneo GmbH (“Cataneo”),
a profitable enterprise software provider that generated more than €8.6 million in 2025 revenue and whose platform manages more
than €6 billion in annual advertising inventory across more than 1,000 media brands and 200+ broadcast and digital channels.
Cataneo,
a Munich-based provider of enterprise software for advertising operations and infrastructure, operates the MYDAS platform, which supports
advertising sales, scheduling, traffic, content management, monetization, analytics, CRM integration, and real-time reporting for broadcasters
and media organizations worldwide. The acquisition provides BEN with an established enterprise software platform, long-standing customer
relationships, and mission-critical workflows where its AI technologies can be integrated and deployed.
The
acquisition of Cataneo enhances BEN’s ability to embed enterprise AI into real-world operational environments across the media
and advertising ecosystem, strengthening its position as an enterprise AI software provider.
The
strategic value of the acquisition is twofold. First, BEN intends to integrate its proprietary Engagement Language Model (ELM™)
and enterprise AI technologies into the Cataneo platform to enhance advertising operations, audience intelligence, workflow automation,
forecasting, and operational decision-making. Second, Cataneo provides an established commercial platform through which BEN can deploy
AI-powered enterprise solutions to existing customers while expanding into additional industries over time.
Scale
at a Glance
| ●
|
€6B+
in annual advertising inventory managed |
| ●
|
1,000+
global media brands |
| ●
|
200+
broadcast and digital channels |
| ●
|
Operations
spanning four continents |
| ●
|
Established
global enterprise customer base |
| ●
|
Proven
enterprise software platform with recurring revenue and strong customer retention |
| ●
|
Immediate
infrastructure for deployment of BEN’s enterprise AI technologies |
Cataneo
Financial Highlights
| ● |
2025
Revenue: €8,636,708 |
| ●
|
First
Half 2026 Estimated Revenue: €4,186,975 |
As
part of the transaction, Cataneo Co-Founder Christian Unterseer has joined BEN’s Board of Directors. Integration efforts are now
underway, with both organizations continuing to support customers without disruption.
Leadership
Perspectives
Tyler
Luck, Co-Founder and Chief Executive Officer, Brand Engagement Network
“AI
is becoming the engagement layer between brands and consumers.
As
enterprise AI and media infrastructure come together, we’re moving toward a world of real-time, one-to-one engagement across connected
environments. Instead of one-way messaging, brands can interact directly, and those interactions become measurable, intelligent, and
actionable.This acquisition expands that vision by combining BEN’s enterprise AI platform with Cataneo’s established global
software business, including its long-standing customer relationships and mission-critical enterprise workflows.”
Renato
Rocha Pinto, Chief Executive Officer, Cataneo GmbH
“For
more than two decades, Cataneo has built a trusted enterprise platform supporting leading media organizations around the world. Joining
BEN enables us to pair that operational expertise with enterprise AI while continuing to deliver the reliability, continuity, and service
our customers expect.”
Christian
Unterseer, Co-Founder, Cataneo GmbH and Director, Brand Engagement Network
“What
impressed us most about BEN was its practical vision for enterprise AI. By combining Cataneo’s operational expertise with BEN’s
AI platform, we believe we can simplify complex workflows, improve decision-making, and create measurable customer value across multiple
industries.”
Together,
BEN and Cataneo combine enterprise AI with proven software infrastructure, creating a broader operating foundation for intelligent automation,
customer engagement, and operational excellence across industries.
Transaction
Details
The
acquisition was completed on June 30, 2026. Additional details regarding the transaction are included in the Company’s Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 30, 2026.
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.com.
About
Brand Engagement Network
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.
Media
Contact
Amy
Rouyer
amy@beninc.ai
Investor
Relations
investors@beninc.ai
Forward-Looking
Statements
Certain
statements in this press release are “forward-looking statements” within the meaning of the federal securities laws, including
statements regarding the anticipated benefits of the acquisition, future integration efforts, commercialization opportunities, customer
growth, estimated financial information, and the deployment of BEN’s AI technologies. These statements are subject to risks and
uncertainties that could cause actual results to differ materially from those expressed or implied. Risks include, but are not limited
to, the ability to realize the expected benefits of the acquisition; the successful integration of Cataneo’s technology, operations,
and personnel; the Company’s ability to expand its AI capabilities into new environments and channels; competition in the markets
BEN serves; customer retention; revenue performance; and other risks described in BEN’s filings with the U.S. Securities and Exchange
Commission, including its Current Report on Form 8-K filed on June 30, 2026. BEN undertakes no obligation to update any forward-looking
statements except as required by law.
