BNAI · Brand Engagement Network, Inc.

Brand Engagement Network Inc. (BNAI) signed a Share Purchase and Transfer Agreement on April 30, 2026, to acquire 100% of Cataneo GmbH, a German SaaS provider of media and content management technologies including its MYDAS platform that manages over €6 billion in annual advertising inventory for 1,000+ global media brands. The $19.5 million deal structure comprises $9 million cash (net $8 million at closing after $1 million signing payment) and 250,792 shares of BEN common stock valued at $37.88 per share, with 26,399 shares escrowed for one year to cover potential post-closing claims. BEN has secured $8 million in capital commitments, including $500,000 already funded through stock and warrants at $39.59 per share, enabling a debt-free transaction. Closing is targeted for June 30, 2026, contingent on key conditions: no NASDAQ delisting notice, release of sellers from bank guarantees, Cataneo's fiscal year amendment to end June 30, and satisfactory confirmatory due diligence. The agreement includes standard representations, warranties, covenants for ordinary course operations, indemnification with a $3M cap (excluding fundamentals), and termination rights if conditions fail by June 30. Item 3.02 discloses the equity consideration issuance exempt under the Securities Act of 1933. Item 7.01 furnishes a press release highlighting strategic fit, with Cataneo co-founder Christian Unterseer joining BEN's Board. This acquisition positions BEN to integrate its patented AI (U.S. Patent No. 12,581,163) with Cataneo's infrastructure for enhanced 1:1 media engagement, targeting revenue optimization in ad-driven systems.