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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): September
14, 2025
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: (650)
714-2747
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
1.02. Termination of a Material Definitive Agreement
As
previously disclosed, on October 29, 2024, 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”), and CUNEO AG, a stock
corporation incorporated under the laws of the Federal Republic of Germany (“Cuneo” and together with Unterseer and CUTV,
the “Sellers”) (the “Purchase Agreement”), pursuant to which, among other things, 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, in the form of cash and Company common stock, of $19.5
million, subject to certain adjustments. In addition, after signing, the parties executed amendments on February 6, 2025, May 26, 2025
and July 3, 2025 that, among other things, (i) provided for certain down-payments by BEN that would be non-refundable and applied as
set-off against any Sellers’ claims in a pre-closing termination scenario (including reasonable professional fees/costs and a $350,000
penalty referenced in Section 12.4.2), and (ii) temporarily suspended and then re-instated the Sellers’ contractual withdrawal
rights on the dates specified therein. On September 14, 2025, the parties terminated the Purchase Agreement. The termination was effected
through a written notice from the Seller, which the Company acknowledged and accepted, in accordance with the terms of the Purchase
Agreement.
Circumstances
of termination. On September 14, 2025, the Company received a notice from the Sellers purporting to withdraw from the SPA pursuant
to Section 12.4.2. The notice states that prior addenda temporarily suspending the Sellers’ withdrawal right expired on August
31, 2025, after which the Sellers exercised their withdrawal right with immediate effect.
Termination
economics. In connection with the termination of the Purchase Agreement, the Company will make a final payment to the Seller of
$100,000 (the “Final Payment”). The Final Payment and all previously paid down-payments, which, including the Final
Payment, total to approximately $650,000, are not refundable and are applied as a set-off against any of Sellers’
claims permitted by Section 12.4.2. The Company otherwise bears its own expenses.
Surviving
obligations. The parties’ confidentiality and similar obligations that expressly survive under the Purchase Agreement continue
in effect. Any interim exclusivity, no-shop, or similar undertakings expired by their terms in connection with the withdrawal and are
no longer in effect.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
September 17, 2025, the Board of Directors of Brand Engagement Network, Inc. (the “Company”) appointed Ruy Carrasco, M.D.
to the Board, effective immediately.
Biography.
Dr. Carrasco has served as the Company’s Chief Medical Informatics Officer since May 2021. Since August 2018, he has been Managing
Partner at Child Neurology Consultants Austin. He previously served as Chief Medical Information Officer at Presbyterian Healthcare Services
(2018–2019) and Seton Family of Hospitals (2014–2018). He holds an M.D. from the University of New Mexico and a B.A. from
Baylor University.
Compensation
and other disclosures. Dr. Carrasco will not receive additional compensation for Board service while employed by the Company and
has no committee assignments at this time. There are no arrangements or understandings with any person pursuant to which he was selected
as a director, no family relationships with any director or executive officer, and no transactions requiring disclosure under Item 404(a)
of Regulation S-K. The Board has determined that Dr. Carrasco is not independent under Nasdaq listing standards due to his employment
with the Company.
Item
7.01. Regulation FD Disclosure
The
Company intends to issue a press release with a corporate update on or about September 19, 2025, relating to
the termination of the Purchase Agreement.
The
information furnished in this Item 7.01, including any press release to be issued, shall not be deemed “filed” for
purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filings under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
8.01 Other Events
Cataneo
is a Munich-based provider of advertising-sales, traffic, rights-management and related media technology solutions. While the acquisition
will not proceed, the Company believes the outcome streamlines focus and capital allocation on core growth programs and active customer
deployments, and the Company continues to evaluate strategic partnerships, integrations and selective acquisitions aligned with its platform
strategy. There can be no assurance that any such opportunities will be identified or consummated.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the Company’s business strategy, liquidity and future initiatives. Forward-looking
statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results
to differ materially. These risks and uncertainties are discussed in the Company’s filings with the Securities and Exchange
Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation
to update forward-looking statements except as required by law.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 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:
September 18, 2025 |
By:
|
/s/
Tyler J. Luck |
| |
Name: |
Tyler
J. Luck |
| |
Title:
|
Acting
Chief Executive Officer |
