Form 8-K

8-K — Brand Engagement Network Inc.

Accession: 0001493152-26-028999

Filed: 2026-06-17

Period: 2026-06-17

CIK: 0001838163

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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)

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,

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 ☒

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.

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

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