{"url_path":"/sec/bnai/8-k/2026-06-17/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1838163/0001493152-26-028999-index.html","accession_number":"0001493152-26-028999","cik":"0001838163","ticker":"BNAI","issuer_name":"Brand Engagement Network Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1838163/0001493152-26-028999-index.html","primary_entity_key":"0001838163","primary_entity_name":"Brand Engagement Network Inc."},"word_count":1060,"has_tables":true,"body_markdown":"**Item\n7.01. Regulation FD Disclosure.**\n\n \n\nOn\nApril 30, 2026, Brand Engagement Network Inc., a Delaware corporation (the “Company”) entered into a Share Purchase and Transfer\nAgreement with Christian Unterseer, in his individual capacity (“Unterseer”), CUTV GmbH, a limited liability company incorporated\nunder the laws of the Federal Republic of Germany (“CUTV”), Cuneo AG, a stock corporation incorporated under the laws of\nthe Federal Republic of Germany (“Cuneo”), and GForce 112 GmbH, a limited liability company incorporated under the laws of\nthe Federal Republic of Germany (“GForce” and together with Unterseer, CUTV and Cuneo, the “Sellers”) (the “Purchase\nAgreement”) pursuant to which the Sellers have agreed to sell all of the outstanding equity interests of Cataneo GmbH, a limited\nliability company incorporated under the laws of the Federal Republic of Germany (“Cataneo”) to the Company for an aggregate\npurchase price of $19.5 million, consisting of (i) $9 million in cash, and (ii) 250,792 shares of the Company’s common stock, par\nvalue $0.0001 per share (“BEN Common Stock” and such 250,792 shares of BEN Common Stock, the “Equity Consideration”)\nat an agreed upon value of $37.88 per share (the transactions governed by the Purchase Agreement, the “Acquisition”), subject\nto customary adjustments and offsets as further described therein. Additionally, an aggregate of 26,399 shares of BEN Common Stock issued\nas part of the Equity Consideration shall be subject to an escrow arrangement for a period of one year (the “Escrow Period”)\nfollowing the Closing Date (the “Escrow Shares”).\n\n \n\nThe\nCompany hereby reports that the Sellers and Cataneo have satisfied all of their pre-closing obligations and covenants under the Purchase\nAgreement, including (without limitation) conducting the business of Cataneo in the ordinary course consistent with past practice, obtaining\nall required third-party approvals (including Disney sign-off), handling the required tax action item, amending Cataneo’s fiscal\nyear to end on June 30 of each calendar year, and all other Closing Conditions set forth in the Purchase Agreement. All such obligations\nand conditions precedent to Closing for which the Sellers and Cataneo are responsible have now been fully completed and satisfied.\n\n \n\nThe\nCompany has performed its obligations to date, including the $1 million cash advance already paid and securing the necessary capital\ncommitments. Upon Closing, Christian Unterseer is expected to join the Company’s Board of Directors, ensuring leadership continuity.\n\n \n\nThe\nforegoing description is qualified in its entirety by reference to the full text of the Purchase Agreement, which was previously filed\nas Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 30, 2026, and is incorporated herein by reference.\n\n \n\n \n\n \n\n \n\n**Forward-Looking\nStatements**\n\n \n\nCertain\ndisclosures in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.\nThese forward-looking statements include, without limitation, statements regarding the Acquisition, the ability of the parties to consummate\nthe Acquisition in a timely manner or at all, the ability of the Company to obtain financing for the Acquisition on favorable terms or\nat all, the achievement by the Company of the intended synergies and benefits of the Acquisition, the Company’s business outlook,\nindustry, business strategy, plans, goals and expectations concerning the Company’s market position, future operations, margins,\nprofitability, future efficiencies, capital expenditures, liquidity and capital resources and other financial and operating information.\nWhen used in this discussion, the words “anticipate,” “assume,” “believe,” “budget,”\n“continue,” “could,” “estimate,” “expect,” “forecast,” “intend,”\n“may,” “plan,” “potential,” “predict,” “project,” “should,” “will,”\n“future” and the negative of these or similar terms and phrases are intended to identify forward-looking statements in this\nreport. Forward-looking statements reflect the Company’s current expectations regarding future events, results or outcomes. These\nexpectations may or may not be realized. Although the Company believes the expectations reflected in the forward-looking statements are\nreasonable, the Company can give you no assurance these expectations will prove to have been correct. Some of these expectations may\nbe based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from\nthe Company’s expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible\nto identify all of these risks and factors, they include, among others, (i) uncertainties as to the timing of the Acquisition; (ii) the\nrisk that the Acquisition may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any\nof the conditions to the consummation of the Acquisition, including the ability to obtain financing to fund the Acquisition on terms\nthat are agreeable to the parties or at all; (iv) the possibility that any or all of the various conditions to the consummation of the\nAcquisition may not be satisfied or waived, including the failure to receive major shareholder guarantees, or that any required regulatory\napprovals from any applicable governmental entities may not be obtained (or any conditions, limitations or restrictions placed on such\napprovals); (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement;\n(vi) the effect of the announcement or pendency of the transactions contemplated by the purchase agreement on the Company’s ability\nto retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business,\nor its operating results and business generally; (vii) risks related to diverting management’s attention from the Company’s\nongoing business operations; (viii) uncertainty as to the timing of completion of the Acquisition; and (ix) risks that the benefits of\nthe Acquisition are not realized when and as expected. Additional information concerning these and other factors can be found under the\ncaption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with\nthe 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\naffect the Company’s financial condition or future results of operations and could influence whether any forward-looking statements\ncontained in this report ultimately prove to be accurate. The Company’s forward-looking statements are not guarantees of future\nperformance, and you should not place undue reliance on them. All forward-looking statements speak only as of the date made and the Company\nundertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future\nevents or otherwise."}