Form 8-K

8-K — Brand Engagement Network Inc.

Accession: 0001493152-26-031238

Filed: 2026-06-30

Period: 2026-06-30

CIK: 0001838163

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Completion of Acquisition or Disposition of Assets

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 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,

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

2.01 Completion of Acquisition or Disposition of Assets.

previously disclosed, 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 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, 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 in the Purchase

Agreement. On June 30, 2026, the Company completed the Acquisition. Cataneo had revenue of €8,636,708 for fiscal year 2025.

The

Company paid to Sellers $1 million in cash at signing of the Purchase Agreement and funded the remainder of the Acquisition through 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. The funding

was completed prior to closing of the Acquisition.

The

foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the

redacted text of the Purchase Agreement, a copy of which is filed (with certain portions redacted in accordance with Item 601(b)(10)(iv)

of Regulation S-K and certain schedules and exhibits omitted in accordance with Item 601(b)(2) of Regulation S-K) as Exhibit 10.1 hereto

and incorporated by reference herein.

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 common stock and warrants 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.

The

information in this Item 7.01, 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.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

●

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 the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2026).

●

99.1

Press Release, dated June 30, 2026.

●

104

Cover

Page Interactive Data File (Inline XBRL).

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:

June 30, 2026

By:

/s/

Tyler Luck

Name:

Tyler

Luck

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

FOR

IMMEDIATE RELEASE

Brand

Engagement Network Completes Acquisition of Cataneo

Acquisition

expands global AI deployment platform by adding a profitable enterprise software business with recurring revenue.

WILMINGTON,

Del., and MUNICH, Germany, June 30, 2026 /PRNewswire/ — Brand Engagement Network, Inc. (NASDAQ: BNAI) (“BEN” or

the “Company”), an enterprise AI software company, today completed its acquisition of Cataneo GmbH (“Cataneo”),

a profitable enterprise software provider that generated more than €8.6 million in 2025 revenue and whose platform manages more

than €6 billion in annual advertising inventory across more than 1,000 media brands and 200+ broadcast and digital channels.

Cataneo,

a Munich-based provider of enterprise software for advertising operations and infrastructure, operates the MYDAS platform, which supports

advertising sales, scheduling, traffic, content management, monetization, analytics, CRM integration, and real-time reporting for broadcasters

and media organizations worldwide. The acquisition provides BEN with an established enterprise software platform, long-standing customer

relationships, and mission-critical workflows where its AI technologies can be integrated and deployed.

The

acquisition of Cataneo enhances BEN’s ability to embed enterprise AI into real-world operational environments across the media

and advertising ecosystem, strengthening its position as an enterprise AI software provider.

The

strategic value of the acquisition is twofold. First, BEN intends to integrate its proprietary Engagement Language Model (ELM™)

and enterprise AI technologies into the Cataneo platform to enhance advertising operations, audience intelligence, workflow automation,

forecasting, and operational decision-making. Second, Cataneo provides an established commercial platform through which BEN can deploy

AI-powered enterprise solutions to existing customers while expanding into additional industries over time.

Scale

at a Glance

●

€6B+

in annual advertising inventory managed

●

1,000+

global media brands

●

200+

broadcast and digital channels

●

Operations

spanning four continents

●

Established

global enterprise customer base

●

Proven

enterprise software platform with recurring revenue and strong customer retention

●

Immediate

infrastructure for deployment of BEN’s enterprise AI technologies

Cataneo

Financial Highlights

●

2025

Revenue: €8,636,708

●

First

Half 2026 Estimated Revenue: €4,186,975

part of the transaction, Cataneo Co-Founder Christian Unterseer has joined BEN’s Board of Directors. Integration efforts are now

underway, with both organizations continuing to support customers without disruption.

Leadership

Perspectives

Tyler

Luck, Co-Founder and Chief Executive Officer, Brand Engagement Network

“AI

is becoming the engagement layer between brands and consumers.

enterprise AI and media infrastructure come together, we’re moving toward a world of real-time, one-to-one engagement across connected

environments. Instead of one-way messaging, brands can interact directly, and those interactions become measurable, intelligent, and

actionable.This acquisition expands that vision by combining BEN’s enterprise AI platform with Cataneo’s established global

software business, including its long-standing customer relationships and mission-critical enterprise workflows.”

Renato

Rocha Pinto, Chief Executive Officer, Cataneo GmbH

“For

more than two decades, Cataneo has built a trusted enterprise platform supporting leading media organizations around the world. Joining

BEN enables us to pair that operational expertise with enterprise AI while continuing to deliver the reliability, continuity, and service

our customers expect.”

Christian

Unterseer, Co-Founder, Cataneo GmbH and Director, Brand Engagement Network

“What

impressed us most about BEN was its practical vision for enterprise AI. By combining Cataneo’s operational expertise with BEN’s

AI platform, we believe we can simplify complex workflows, improve decision-making, and create measurable customer value across multiple

industries.”

Together,

BEN and Cataneo combine enterprise AI with proven software infrastructure, creating a broader operating foundation for intelligent automation,

customer engagement, and operational excellence across industries.

Transaction

Details

The

acquisition was completed on June 30, 2026. Additional details regarding the transaction are included in the Company’s Current

Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 30, 2026.

About

Cataneo GmbH

Cataneo

GmbH is a global provider of enterprise software for advertising sales, scheduling, traffic, and content management across linear, digital,

and on-demand media. Its MYDAS platform provides end-to-end media management, monetization, analytics, CRM integration, and real-time

reporting solutions for broadcasters and media organizations worldwide.

For

more information, visit www.cataneo.com.

About

Brand Engagement Network

Brand

Engagement Network, Inc. (NASDAQ: BNAI) is an enterprise AI software company that enables organizations to connect engagement to execution

through secure, intelligent conversational AI. Powered by its proprietary Engagement Language Model (ELM™), BEN helps organizations

automate workflows, improve customer experiences, and drive operational intelligence across healthcare, hospitality, mobility, government,

media, retail, and other industries.

The

acquisition of Cataneo expands BEN’s global deployment infrastructure by adding a proven enterprise software platform, established

customer relationships, and international distribution capabilities, creating new opportunities to deploy BEN’s enterprise AI at

scale while reinforcing the Company’s position as an enterprise AI software provider.

For

more information, visit www.brandengagementnetwork.com.

Media

Contact

Amy

Rouyer

amy@beninc.ai

Investor

Relations

investors@beninc.ai

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, estimated financial information, and the deployment of BEN’s AI technologies. 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 environments and channels; competition in the markets

BEN serves; customer retention; revenue performance; and other risks described in BEN’s filings with the U.S. Securities and Exchange

Commission, including its Current Report on Form 8-K filed on June 30, 2026. BEN undertakes no obligation to update any forward-looking

statements except as required by law.

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