Brand Engagement Network Inc 8-K/A, filed Jul 1, 2026
Brand Engagement Network Inc. (BNAI)
About this 8-K/A
Brand Engagement Network Inc filed this 8-K/A on July 1, 2026, reporting on events of June 30, 2026.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
This Amendment amends and restates Item 2.01 of the Initial Form 8-K in its entirety. Except as expressly set forth herein, this Amendment does not amend, update, or otherwise modify any other information contained in the Initial Form 8-K, and the Company has not updated the disclosures contained therein to reflect any events that have occurred after the date of the Initial Form 8-K. This Amendment should be read in conjunction with the Initial Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As 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) 277,190 shares of the Company’s common stock, par value $0.0001 per share, at an agreed upon value of $37.88 per share, with 255,014 shares issued at closing and 26,400 shares held in escrow pursuant to the Purchase Agreement (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 9.01 Financial Statements and Exhibits.
(d) Exhibits
* 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 | |