false
0001838163
0001838163
2026-04-30
2026-04-30
0001838163
BNAI:CommonStockParValue0.0001PerShareMember
2026-04-30
2026-04-30
0001838163
BNAI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember
2026-04-30
2026-04-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 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
1.01. Entry into a Material Definitive Agreement.
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 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 herein. 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 Closing Date (the “Escrow Shares”). The Escrow Shares may be utilized to offset certain claims, fines, penalties,
outstanding debts or other costs owed by the Sellers following the Closing Date.
The
Purchase Agreement contains customary representations, warranties and covenants, as well as indemnification provisions subject to specified
limitations. Among other things, the Sellers have agreed, subject to certain exceptions, to cause Cataneo to conduct its business in
the ordinary course, consistent with past practice, from the date of the Purchase Agreement until the Closing Date and not to take certain
actions prior to the Closing Date without the prior written consent of the Company.
The
transaction is expected to close on June 30, 2026 and is subject to conditions, including, (i) written confirmation that the Company
has not received any delisting notice or similar notification affecting its listing status with the NASDAQ, (ii) the receipt of customary
third-party approvals and the release of the Sellers from customary bank guarantees, securities and indemnities, (iii) the amending of
Cataneo’s fiscal year to end on June 30 of each calendar year, and (iv) the completion of the Company’s due diligence investigation
of Cataneo (collectively, the “Closing Conditions”).
In
connection with the signing, the Company paid to Sellers $1 million in cash. The Company has secured capital commitments of $8 million
to fund the remaining cash consideration, $500,000 of which has funded via 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 and the remainder of which will fund prior to closing.
The
Purchase Agreement contains certain customary termination rights for the Company and the Sellers, including the right to terminate the
Purchase Agreement if (i) not all of the Closing Conditions have been satisfied by June 30, 2026, (ii) by Sellers if Buyer has not performed
all of its Closing Actions (as defined therein) within ten business days of the Closing Date, or (iii) the registration process of the
Equity Consideration has not been initiated prior to June 30, 2026 to the satisfaction of the Sellers. Notwithstanding any termination
right, any party may seek specific performance of the other parties to the Purchase Agreement. In the event the Purchase Agreement is
terminated by the Buyers by virtue of Sellers’ fault or by Sellers by virtue of the Sellers’ failure to obtain the necessary
consents, approvals, or waivers or to change Cataneo’s fiscal year end to June 30, the Sellers shall return any consideration paid
by Buyer within 10 business days.
The
Purchase Agreement is filed herewith as Exhibit 2.1 to provide investors with information regarding its terms. It is not intended to
provide any other factual information about the Company, Cataneo or their respective subsidiaries and affiliates. The Purchase Agreement
contains representations and warranties of each of the parties to the Purchase Agreement, which were made only for purposes of the Purchase
Agreement and as of specified dates therein. The representations, warranties and covenants in the Purchase Agreement were made solely
for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase
Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or
any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Cataneo or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may
change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s
public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information
regarding the Company that is or will be contained in, or incorporated by reference into, the Company’s Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and other documents that the Company files with the SEC.
The
foregoing description of the Purchase Agreement and the transactions contemplated thereby is only a summary of the material terms thereof,
does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which
is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 (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.
On
April 30, 2026, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release announcing
the proposed transaction is furnished as Exhibit 99.1 hereto. The information in this Item 7.01, including Exhibit 99.1 attached hereto,
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 such section. The information in this Item 7.01,
including the exhibit incorporated by reference herein, shall not be incorporated by reference into any filing under the Securities Act,
regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference
in such a filing. The furnishing of the press release is not intended to, and does not, constitute a determination or admission by the
Company that the information in the press release is material or complete, or that investors should consider this information before
making an investment decision with respect to any security of the Company or any of its affiliates.
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 Exhibits and Financial Statements.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of 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. |
| 99.1 |
|
Press Release, dated April 30, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
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:
April 30, 2026 |
By: |
/s/
Tyler Luck |
| |
Name: |
Tyler
Luck |
| |
Title: |
Acting
Chief Executive Officer |
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Brand
Engagement Network (NASDAQ: BNAI) Signs Definitive Agreement to Acquire Cataneo GmbH, a Global Media Infrastructure Leader, in a Debt-Free
$19.5 Million Transaction
Combined
Collaboration and Patented AI Technology to Power 1:1 Engagement Across Ad-Driven Systems
WILMINGTON,
Del. and MUNICH, Germany, April 30, 2026 /PRNewswire/ — Brand Engagement Network, Inc. (NASDAQ: BNAI) (“BEN” or the
“Company”), a leader in secure, enterprise-grade conversational AI for the engagement layer between companies and consumers,
today announced a definitive agreement to acquire Cataneo GmbH (“Cataneo”), a Munich-based provider of mission-critical media
and advertising infrastructure software.
The
transaction is valued at approximately $19.5 million, with payment in a combination of cash and equity. BEN has already advanced
$1.0 million, and the Company has secured capital commitments of $8 million to fund the remaining cash consideration, $500,000 of
which has funded via 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 and the remainder of which will fund prior to closing. Approximately $10.5 million of the consideration will
be delivered in BEN common stock, priced at the 20-day volume-weighted average price of $39.59 per share - which represents a
premium to BEN’s recent trading levels. This structure eliminates reliance on discounted or dilutive capital and
underscores BEN’s disciplined execution and strong balance-sheet focus.
Strategic
Highlights:
●
Global Scale & Blue-Chip Clients: Cataneo’s MYDAS platform powers advertising sales, scheduling, traffic, and monetization
for major global media organizations, including leading U.S. film studios. MYDAS manages €6 billion+ in annual advertising inventory
across 1,000+ media brands and 200+ channels worldwide.
●
Next-Generation Technology: Autonomous operating cycle with minimal human intervention and the most advanced security benchmark
standards.
●
Operational Efficiency: Cataneo delivers 35%+ in workflow efficiency through AI, improving headcount productivity and enabling
automated anomaly detection.
●
Leadership Continuity: Cataneo co-founder Christian Unterseer to join BEN’s Board of Directors upon closing.
●
Debt-Free Execution: $8 million secured at closing to complete the transaction without debt.
Cataneo’s
MYDAS platform is the core of media revenue operations, enabling broadcasters and networks to oversee, enhance, and monetize advertising
inventory in real time across linear, digital, and streaming platforms. By incorporating BEN’s proprietary AI, protected by U.S.
Patent No. 12,581,163 for “Systems and Methods for Delivering User-Specific Messages,” the combined technology and expertise
of Cataneo and BEN are expected to bring conversational AI directly into live media systems. This is expected to advance the industry
beyond decades of static inventory sales toward more customizable 1:1 brand-to-audience engagement, where each interaction can support
revenue optimization and more measurable outcomes.
“The
era of traditional ad inventory sales is evolving. The combination of Cataneo’s proven, fully automated global cloud infrastructure
and our patented AI technology positions us to help deliver a more advanced conversational AI engagement layer across the entire media
ecosystem,” said Tyler Luck, BEN’s Chief Executive Officer.
Christian
Unterseer, Co-Founder of Cataneo, says, “When we launched nearly 25 years ago, our goal was to create the industry’s first
cloud service. Now, through this strategic combination with BEN, we are leading again by harnessing AI to transform ad sales and content
monetization and to create what we believe will be a new industry standard. I am honored to join the board of directors and to witness
this revolution firsthand.”
Renato
Rocha Pinto, Chief Executive Officer of Cataneo, added: “Our platform has powered media companies’ core operations for over
two decades, delivering unmatched reliability. The next natural step is to integrate BEN’s AI to unlock exciting new capabilities
for our customers and to expand into new markets and channels.”
The
transaction is expected to close on June 30, 2026, subject to customary closing conditions.
About
Cataneo Cataneo GmbH is a global leader in media management solutions for advertising sales, scheduling, traffic, and content management
across linear, non-linear, and digital channels. Headquartered in Munich, Germany, its highly customizable and scalable MYDAS platform
delivers end-to-end monetization tools with data analytics, CRM integration, and real-time reporting. With over 20 years of experience,
Cataneo supports more than 1,000 media brands across 200+ channels on four continents. For more information, visit www.cataneo.com
About
Brand Engagement Network, Inc. Brand Engagement Network, Inc. (NASDAQ: BNAI) builds secure, enterprise-grade artificial intelligence
for the engagement layer of AI, between companies and consumers, where people interact with systems and real-world outcomes are driven.
Powered by its proprietary Engagement Language Model (ELM™), BEN’s technology delivers conversational AI that connects human
intent to organizational data, workflows, and actions inside closed-loop, privacy-protective, governed environments. Trusted by organizations
in regulated and high-stakes industries, BEN brings AI into operational settings where engagement, accountability, and results matter.
For more information, visit www.brandengagementnetwork.com.
Contacts:
Media:
BEN: amy@beninc.ai; Cataneo: marketing@cataneo.de
Investor
Relations: investors@beninc.ai
Forward-Looking
Statements
Certain
statements in this communication are “forward-looking statements” within the meaning of federal securities laws. They are
made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
reflect, among other things, BEN’s current expectations, assumptions, plans, strategies, and anticipated results, including the
closing and anticipated benefits of the acquisition of Cataneo (the “Cataneo Acquisition”). Because forward-looking statements
relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that may differ materially from
those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of
future performance.
There
are a number of risks, uncertainties and conditions that may cause BEN’s actual results to differ materially from those expressed
or implied by these forward-looking statements, including but not limited to: (i) uncertainties as to the timing of the Cataneo Acquisition;
(ii) the risk that the Cataneo 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 Cataneo Acquisition, including the ability to obtain financing to fund the
Cataneo 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 Cataneo Acquisition may not be satisfied or waived, including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals) or required
major shareholder guarantees; (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
BEN’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 BEN’s ongoing business operations; (viii) uncertainty as to the timing of completion of the Cataneo Acquisition; (ix) risks
that the benefits of the Cataneo Acquisition are not realized when and as expected; and (x) (A) the risk factors described in Part I,
Item 1A of Risk Factors in BEN’s Annual Report on Form 10-K for the year ended December 31, 2025 and (B) the other risk factors
identified from time to time in the BEN’s other filings with the Securities and Exchange Commission (the “SEC”). Filings
with the SEC are available on the SEC’s website at http://www.sec.gov.
Many
of these circumstances are beyond BEN’s ability to control or predict. These forward-looking statements necessarily involve assumptions
on BEN’s part. These forward-looking statements may include words such as “believe,” “expect,” “anticipate,”
“estimate,” “intend,” “plan,” “project,” “should,” “may,” “will,”
“might,” “could,” “would,” or similar expressions. All forward-looking statements attributable to
the Company or persons acting on BEN’s behalf are expressly qualified in their entirety by the cautionary statements that appear
throughout this communication. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the
information currently available to the Company and speak only as of the date they are made. BEN disclaims any intention or obligation
to update or revise publicly any forward-looking statements.
