M&A - Brand Engagement Network Inc.
Form Type: 10-K
Filing Date: 2025-03-31
Corporate Action: Acquisition
Type: Update
Accession Number: 000183816325000005
Filing Summary: Brand Engagement Network Inc. reported on its acquisition of DM Lab Co., LTD, completed in 2023, marking a strategic move to expand its capabilities in generative AI, specifically in conversational AI solutions. The company has transitioned from its original remit of enhancing electronic communication to developing AI Agents tailored for various sectors. The focus has shifted to healthcare and automotive applications, with plans to further penetrate advertising and media sectors. Minimal revenues were reported for 2022, 2023, and 2024, reflecting the pre-revenue phase of the business. The company expects to enhance its market presence by integrating AI technology in diverse customer systems and platforms, with recent growth indicated through active partnerships and pilot programs in the healthcare industry.
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Additional details:
Total Shares Outstanding: 42274461
Public Warrants Outstanding: 16440962
Common Stock Par Value: 0.0001
Exercise Price Per Warrant: 11.50
Market Value Non Affiliate Equity: 33400000
Form Type: 8-K
Filing Date: 2025-02-12
Corporate Action: Acquisition
Type: Update
Accession Number: 000149315225006153
Filing Summary: On February 6, 2025, Brand Engagement Network Inc. (the Company) entered into an Addendum to the Share Purchase and Transfer Agreement concerning the acquisition of Cataneo GmbH from Christian Unterseer and others for $19.5 million. The purchase includes $9 million in cash and 4.2 million shares of the Company's common stock valued at $2.50 per share. The Addendum provides additional payment timelines and amendments to the rights of the sellers to withdraw from the agreement, requiring partial down payments while also allowing for temporary suspension of withdrawal rights. It also articulates the process for financial reporting and conditions under which the sellers can re-exercise their option to receive cash instead of shares. The risks and uncertainties regarding the acquisition process are highlighted, indicating potential delays and conditions that must be satisfied prior to completion.
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Additional details:
Item 1 Title: purchase_price
Item 1 Value: 19.5 million
Item 2 Title: cash_payment
Item 2 Value: 9 million
Item 3 Title: equity_consideration
Item 3 Value: 4.2 million shares
Item 4 Title: exercise_price_per_share
Item 4 Value: 2.50
Item 5 Title: initial_down_payment
Item 5 Value: 350,000
Item 6 Title: additional_down_payment
Item 6 Value: 100,000
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