Form 8-K

8-K — Brand Engagement Network Inc.

Accession: 0001493152-26-038510

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0001838163

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

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 15(d) of the Securities Exchange Act of 1934

Date

of Report: August 14, 2026

(Date

of earliest event reported): August 14, 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 $115.00 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

2.02 Results of Operations and Financial Condition.

August 14, 2026, Brand Engagement Network Inc. (the “Company”) issued a press release announcing its financial results for

the three and six months ended June 30, 2026 and the filing of its Quarterly Report on Form 10-Q for the quarterly period ended June

30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information in this Item 2.02, 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 (the “Exchange Act”), or otherwise subject to the

liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as

amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release of Brand Engagement Network Inc., dated August 14, 2026

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:

August

14, 2026

By:

/s/

Tyler Luck

Name:

Tyler

Luck

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Brand

Engagement Network Completes $19.5 Million Cataneo Acquisition; Total Assets Nearly Double to $30.7 Million

Approximately

$3.3 million reduction in accounts payable, short-term debt, and warrant liabilities | Shareholders’ equity increases to $19.4

million | Company files Form 10-Q for the Second Quarter of 2026

WILMINGTON,

Del. – August 14, 2026 – Brand Engagement Network Inc. (Nasdaq: BNAI) (“BEN” or the “Company”),

an AI technology company powering intelligent engagement, today announced the filing of its Quarterly Report on Form 10-Q for the three-

and six-month periods ended June 30, 2026. The quarter marked a significant milestone for BEN with the acquisition of Cataneo GmbH, which

combines BEN’s technology with Cataneo’s platform, talent, customers, industry expertise, and established global market presence

to create new opportunities across intelligent engagement, media, and monetization.

Cataneo

Acquisition – Bringing Intelligent Engagement to Media and Enterprise

June 30, 2026, the Company completed the acquisition of 100% of Cataneo GmbH, a Germany-based media and advertising technology company.

Cataneo brings an established technology platform, customer relationships, industry expertise, and operating capabilities that provide

BEN with new opportunities to apply its AI and intelligent engagement technology to transform customer experiences and develop new solutions

across the media and advertising ecosystem.

The

total stated aggregate consideration under the definitive agreement was $19.5 million. For U.S. GAAP accounting purposes, the consideration

transferred was measured at its acquisition-date fair value of approximately $13.7 million, consisting of (i) cash of approximately $9

million, (ii) the fair value of common stock issued of approximately $4.3 million, and (iii) other consideration of approximately $0.4

million.

The

acquisition significantly expanded the Company’s asset base, with total assets rising from $15.3 million on December 31, 2025,

to $30.7 million on June 30, 2026, driven primarily by approximately $10.8 million of goodwill and additional intangible assets related

to Cataneo.

Strengthening

the Balance Sheet

● Accounts

payable decreased by $1.8 million, and short-term debt decreased by nearly $1.0 million.

Combined with a reduction in warrant liabilities, these balance-sheet items declined by about

$3.3 million.

● Shareholders’

equity increased to $19.4 million as of June 30, 2026, up from $3.5 million as of December

31, 2025.

● Cash

and cash equivalents increased to $708,000 as of June 30, 2026, from $172,000 as of December

31, 2025.

Strategic

and Commercial Developments

● On

June 8, 2026, the Company entered a 50/50 joint venture with INTERVENT International, LLC,

forming INTERVENT Health AI, Inc. to develop and commercialize AI-powered health coaching

and chronic disease management solutions.

● The

Company also completed a $1 million strategic investment in Accelevate Solutions, a provider

of intelligent engagement solutions for fleet management, acquiring approximately 10% of

the company, with warrants that could increase ownership to approximately 20%.

● Through

its wholly owned subsidiary Skye AI USA, LLC, the Company owns a 25% common equity interest

in Skye Africa Intelligence, Pty. Ltd. and holds preferred equity with a stated value of

$2.05 million. The Company is entitled to a 35% recurring revenue share under the related

African licensing arrangement.

● On

August 5, 2026, Skye Africa Intelligence signed a Memorandum of Understanding with the East,

Central and Southern Africa Health Community (ECSA-HC) to support the potential deployment

of AI-enabled health solutions across ECSA-HC’s member states.

Management

Commentary

“The

closing of the Cataneo acquisition on the final day of the quarter is an important milestone for BEN,” said Tyler Luck, Chief Executive

Officer. “Cataneo brings much more than technology—it brings an established platform, a talented team, customers, industry

expertise, revenue, and a global market presence that complement what we have built at BEN. Together, we have an opportunity to connect

BEN’s AI and intelligent engagement technology with Cataneo’s media and monetization capabilities across a broader set of

markets and customer relationships.

a pro forma basis, Cataneo’s contribution would have meaningfully increased our revenue base for the first half of 2026. We also

made meaningful progress on the financial side of the business, increasing shareholders’ equity, reducing short-term liabilities,

and expanding our asset base. At the same time, we continued to invest selectively in opportunities that extend our technology into new

environments, including healthcare and emerging international markets. Our focus now is on bringing these capabilities together, continuing

to innovate, and turning more interactions between organizations and people into intelligent, actionable, and valuable opportunities.

Earnings

Conference Call

Brand

Engagement Network Inc. will host an earnings conference call on Thursday, August 27, 2026, at 10:00 a.m. PST / 1:00 p.m. EST to discuss

second-quarter 2026 financial results.

Date:

Thursday, August 27, 2026

Time:

10:00 a.m. PST / 1:00 p.m. EST

Dial-in

(U.S./Canada, toll-free): 1-888-880-3330

Dial-in

(International, toll): 1-646-357-8766

Participants

are advised to dial in approximately 10 minutes before the scheduled start time.

Speakers

will include Tyler Luck, Chief Executive Officer, and Walid Khiari, Chief Financial Officer and Chief Operating Officer.

replay of the call will be available through September 3, 2026, by dialing 1-800-770-2030 (North American toll-free) or +1 (609) 800-9909

(international toll) and entering conference replay code 8052298#.

About

Brand Engagement Network Inc.

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.

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.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended, and is intended to be covered by the safe harbor provisions of the Private Securities

Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially

from those projected, including the Company’s ability to successfully integrate Cataneo, realize anticipated benefits from the

acquisition, and the outcome of ongoing litigation. Additional information regarding these and other factors is contained in the Company’s

filings with the Securities and Exchange Commission, including its Form 10-Q for the quarter ended June 30, 2026, and its Annual Report

on Form 10-K for the year ended December 31, 2025. The Company undertakes no obligation to update any forward-looking statements.

Media

Contact

Amy

Rouyer

amy@beninc.ai

Investor

Relations

investors@beninc.ai

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