Brand Engagement Network Inc. Acquires Cataneo GmbH

Brand Engagement Network Inc. (BEN) has entered into a Share Purchase and Transfer Agreement to acquire all outstanding equity interests of Cataneo GmbH for an aggregate purchase price of $19.5 million. The payment will consist of $9 million in cash and 250,792 shares of BEN's common stock. A portion of these shares, totaling 26,399, will be held in escrow for one year to cover potential claims. The transaction is expected to close on June 30, 2026, subject to customary closing conditions, including regulatory approvals and the company not receiving any delisting notices. BEN has secured capital commitments to fund the cash portion of the acquisition. The agreement includes customary representations, warranties, and indemnification provisions. The acquisition is structured as a private placement, relying on the exemption from registration requirements under the Securities Act.