{"url_path":"/sec/bnai/8-k/2026-06-30/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1838163/0001493152-26-031238-index.html","accession_number":"0001493152-26-031238","cik":"0001838163","ticker":"BNAI","issuer_name":"Brand Engagement Network Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1838163/0001493152-26-031238-index.html","primary_entity_key":"0001838163","primary_entity_name":"Brand Engagement Network Inc."},"word_count":346,"has_tables":true,"body_markdown":"**Item\n2.01 Completion of Acquisition or Disposition of Assets.**\n\n \n\nAs\npreviously disclosed, on April 30, 2026, Brand Engagement Network Inc., a Delaware corporation (the “Company”) entered into\na Share Purchase and Transfer Agreement with Christian Unterseer, in his individual capacity (“Unterseer”), CUTV GmbH, a\nlimited liability company incorporated under the laws of the Federal Republic of Germany (“CUTV”), Cuneo AG, a stock corporation\nincorporated under the laws of the Federal Republic of Germany (“Cuneo”), and GForce 112 GmbH, a limited liability company\nincorporated under the laws of the Federal Republic of German (“GForce” and together with Unterseer, CUTV and Cuneo, the\n“Sellers”) (the “Purchase Agreement”) pursuant to which the Sellers agreed to sell all of the outstanding equity\ninterests of Cataneo GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany (“Cataneo”)\nto 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\nCompany’s common stock, par value $0.0001 per share, at an agreed upon value of $37.88 per share (the transactions governed by\nthe Purchase Agreement, the “Acquisition”), subject to customary adjustments and offsets as further described in the Purchase\nAgreement. On June 30, 2026, the Company completed the Acquisition. Cataneo had revenue of €8,636,708 for fiscal year 2025.\n\n \n\nThe\nCompany paid to Sellers $1 million in cash at signing of the Purchase Agreement and funded the remainder of the Acquisition through the\nsale 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\nwas completed prior to closing of the Acquisition.\n\n \n\nThe\nforegoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the\nredacted text of the Purchase Agreement, a copy of which is filed (with certain portions redacted in accordance with Item 601(b)(10)(iv)\nof 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\nand incorporated by reference herein."}