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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: July 27, 2026
(Date
of earliest event reported): July 23, 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
2.02 Results of Operations and Financial Condition.
On
July 27, 2026, Brand Engagement Network Inc. (the “Company”) issued a press release announcing that the operations acquired
through its June 30, 2026 acquisition of Cataneo GmbH generated approximately $5.3 million (USD) in revenue for the first half of 2026,
according to preliminary unaudited information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
The
information in this Item 2.02, 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 (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of Brand Engagement Network Inc., dated July 27, 2026 (Revenue Scale Update) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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: |
July 27, 2026 |
|
| |
|
|
| By: |
/s/ Tyler Luck |
|
| Name: |
Tyler Luck |
|
| Title: |
Chief Executive Officer |
|
Exhibit
99.1
FOR
IMMEDIATE RELEASE
July
27, 2026
Brand
Engagement Network’s Newly Acquired Operations Deliver $5.3 Million
in
First-Half 2026 Revenue
Acquisition
drives transformative increase in revenue scale; Company also expects approximately $900,000 in annualized cost synergies
WILMINGTON,
Del. — July 27, 2026 — Brand Engagement Network, Inc. (Nasdaq: BNAI) (“BEN” or the “Company”), an
enterprise AI software company, today announced that the operations acquired through its June 30, 2026 acquisition of Cataneo GmbH generated
approximately $5.3 million (USD) in revenue for the first half of 2026, according to preliminary unaudited information.
This
marks a dramatic step-up in scale. Prior to the acquisition, BNAI’s reported quarterly revenue was modest — $104,311 in the
first quarter of 2026 and $10,000 or lower in comparable prior-year periods. The addition of Cataneo’s established enterprise software
business has significantly expanded the Company’s overall revenue run-rate and commercial footprint.
Management
is comfortable stating first-half revenue of the acquired operations at approximately $5.3 million (USD).
In
connection with the acquisition, the Company expects to realize approximately $900,000 (USD) in annualized cost synergies over the twelve-month
period ending June 30, 2027 through consolidations and related exits. These expected efficiencies, together with BNAI’s ongoing
cost-discipline initiatives, are anticipated to contribute to improved operating leverage as the Company integrates and scales the combined
business.
“The
acquisition has materially changed the scale of our business,” said Walid Khiari, Chief Financial Officer and Chief Operating Officer.
“We now have a substantially larger revenue base, positive operating contribution from the acquired operations, and a clear path
to meaningful cost synergies through consolidation. These elements strengthen our fundamentals and position us to drive greater operating
leverage as we integrate and grow.”
Because
the acquisition closed on the final day of the second quarter, the full first-half results of the acquired operations are not reflected
in BNAI’s historical consolidated financial statements for periods ending on or before June 30, 2026. The Company will consolidate
the acquired business beginning with the date of acquisition and will provide updated consolidated results in its upcoming periodic filings
with the Securities and Exchange Commission.
The
figures referenced above are preliminary and unaudited and are subject to completion of the Company’s financial closing procedures
and the review of its independent registered public accounting firm. The Company does not currently expect the final results to differ
materially from the preliminary information presented. Expected cost savings are forward-looking estimates and actual results may differ.
About
Brand Engagement Network Inc. Brand Engagement Network, Inc. (“BEN”) builds secure, enterprise-grade
artificial intelligence for the engagement layer of AI — where human intent is transformed into intelligent interactions, automated
workflows, and real-world outcomes. Powered by BEN’s proprietary Engagement Language Model (ELM™), BEN’s technology
enables conversational AI interactions that connect human intent to organizational data, workflows, and real-world outcomes. BEN’s
AI operates within secure closed-loop environments using approved organizational data and built-in governance and compliance controls.
Trusted by organizations operating in regulated and high-impact industries, BEN helps bring AI into real operational settings where engagement
drives outcomes and accountability matters. For more information, visit www.brandengagementnetwork.com.
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, the deployment of BEN’s AI technologies, and the Company’s business
strategy and growth initiatives. 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 markets and applications; customer adoption and retention; competition; financial performance; and other risks described in
the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and subsequent filings. BEN undertakes no obligation to update any forward-looking statements
except as required by law.
Investor
Contact
BEN
Media Contact: amy@beninc.ai
BEN
Investor Relations: investors@beninc.ai
