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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 17, 2026 (June 15, 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
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 Equity Consideration will be completed in reliance upon the exemption from the registration requirements of the Securities
Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Item
7.01. Regulation FD Disclosure.
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 Germany (“GForce” and together with Unterseer, CUTV and Cuneo, the “Sellers”) (the “Purchase
Agreement”) pursuant to which the Sellers have 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 (“BEN Common Stock” and such 250,792 shares of BEN Common Stock, the “Equity Consideration”)
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 therein. Additionally, an aggregate of 26,399 shares of BEN Common Stock issued
as part of the Equity Consideration shall be subject to an escrow arrangement for a period of one year (the “Escrow Period”)
following the Closing Date (the “Escrow Shares”).
The
Company hereby reports that the Sellers and Cataneo have satisfied all of their pre-closing obligations and covenants under the Purchase
Agreement, including (without limitation) conducting the business of Cataneo in the ordinary course consistent with past practice, obtaining
all required third-party approvals (including Disney sign-off), handling the required tax action item, amending Cataneo’s fiscal
year to end on June 30 of each calendar year, and all other Closing Conditions set forth in the Purchase Agreement. All such obligations
and conditions precedent to Closing for which the Sellers and Cataneo are responsible have now been fully completed and satisfied.
The
Company has performed its obligations to date, including the $1 million cash advance already paid and securing the necessary capital
commitments. Upon Closing, Christian Unterseer is expected to join the Company’s Board of Directors, ensuring leadership continuity.
The
foregoing description is qualified in its entirety by reference to the full text of the Purchase Agreement, which was previously filed
as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 30, 2026, and is incorporated herein by reference.
Forward-Looking
Statements
Certain
disclosures in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, without limitation, statements regarding the Acquisition, the ability of the parties to consummate
the Acquisition in a timely manner or at all, the ability of the Company to obtain financing for the Acquisition on favorable terms or
at all, the achievement by the Company of the intended synergies and benefits of the Acquisition, the Company’s business outlook,
industry, business strategy, plans, goals and expectations concerning the Company’s market position, future operations, margins,
profitability, future efficiencies, capital expenditures, liquidity and capital resources and other financial and operating information.
When used in this discussion, the words “anticipate,” “assume,” “believe,” “budget,”
“continue,” “could,” “estimate,” “expect,” “forecast,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “will,”
“future” and the negative of these or similar terms and phrases are intended to identify forward-looking statements in this
report. Forward-looking statements reflect the Company’s current expectations regarding future events, results or outcomes. These
expectations may or may not be realized. Although the Company believes the expectations reflected in the forward-looking statements are
reasonable, the Company can give you no assurance these expectations will prove to have been correct. Some of these expectations may
be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from
the Company’s expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible
to identify all of these risks and factors, they include, among others, (i) uncertainties as to the timing of the Acquisition; (ii) the
risk that the Acquisition may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any
of the conditions to the consummation of the Acquisition, including the ability to obtain financing to fund the Acquisition on terms
that are agreeable to the parties or at all; (iv) the possibility that any or all of the various conditions to the consummation of the
Acquisition may not be satisfied or waived, including the failure to receive major shareholder guarantees, or that any required regulatory
approvals from any applicable governmental entities may not be obtained (or any conditions, limitations or restrictions placed on such
approvals); (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement;
(vi) the effect of the announcement or pendency of the transactions contemplated by the purchase agreement on the Company’s ability
to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business,
or its operating results and business generally; (vii) risks related to diverting management’s attention from the Company’s
ongoing business operations; (viii) uncertainty as to the timing of completion of the Acquisition; and (ix) risks that the benefits of
the Acquisition are not realized when and as expected. Additional information concerning these and other factors can be found under the
caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with
the SEC and in the Company’s Quarterly Reports on Form 10-Q. Any one of these factors or a combination of these factors could materially
affect the Company’s financial condition or future results of operations and could influence whether any forward-looking statements
contained in this report ultimately prove to be accurate. The Company’s forward-looking statements are not guarantees of future
performance, and you should not place undue reliance on them. All forward-looking statements speak only as of the date made and the Company
undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future
events or otherwise.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
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 Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on April 30, 2026).
Exhibit
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:
June 17, 2026 |
By: |
/s/
Tyler Luck |
| |
Name: |
Tyler
Luck |
| |
Title: |
Chief
Executive Officer |
