Brand Engagement Network, Inc. (BNAI) Earnings Call Transcript & Summary

Good day, and welcome to Brand Engagement Network's Second Quarter 2026 Earnings Conference Call. Today's call is being recorded. [Operator Instructions] Before we begin, please note that today's call may include forward-looking statements. Actual results could differ materially from those statements due to a variety of factors as described in BEN's filings with the Securities and Exchange Commission, including its Form 10-K and Form 10-Q. These statements speak only as of today, and BEN undertakes no obligation to update them. I would now like to turn the call over to Tyler Luck, Chief Executive Officer of Brand Engagement Network. Tyler, please go ahead.

Thank you, operator, and thank you all for joining us today. Before I talk about the quarter, I want to take a step back and explain what we're actually building at BEN because I believe the progress we've made this quarter is best understood in that context. We believe we're at an important point in the evolution of AI. The technology is moving from experimentation toward being embedded directly into real-world workflows, customer experiences and business operations. BEN builds technology that helps organizations, businesses, brands make every interaction with the people they serve more intelligent and actionable. Our name, Brand Engagement Network, captures the idea behind our company. Our brand is the organization, product, service, property or experience on one side of an interaction. Engagement is the interaction itself. So a hotel interacting with a guest, a health care system interacting with a patient, a vehicle interacting with a driver or passenger. And the network is the technology connecting the organization, the person, the environment, the data, the experience and ultimately, the action. Today, organizations and brands have thousands of these interactions with people every day, but much of the information and opportunity within those interactions is lost once the interaction is over. We believe AI gives organizations and brands the ability to understand those interactions, act on them and create more value from them. That's the opportunity we're pursuing at BEN. We are building proprietary AI that can understand what's happening, engage with people and environments, personalize experiences and increasingly take action. And we don't think about this as being limited to just conversations. Engagement is much bigger. It can happen in a hotel, a vehicle, a health care environment, a media platform, an enterprise workflow or an entirely new environment that hasn't even been created yet. The question is, how do we turn an interaction into something useful and actionable rather than letting it simply end? That's what we're building toward. And this quarter, we made meaningful progress turning that vision into reality. The second quarter of 2026 was defined by 3 things: first, completing the Cataneo acquisition and significantly expanding the scale of the company; second, continuing to move initiatives from pilots and evaluations towards structured commercial deployments and revenue opportunities; and third, strengthening our balance sheet while continuing to operate with discipline as we scale. Let me first walk through each of these. The second quarter, as I mentioned, was one of the most significant in BEN's history. On June 30, we completed our acquisition of Cataneo, a Germany-based media advertising technology company with 24-plus years of history serving major media companies. Cataneo's software powers the way media companies manage advertising across broadcast, digital and on-demand channels, including scheduling, management, invoicing, analytics and reporting. Today, the platform manages more than EUR 6 billion in annual advertising inventory across more than 1,000 media brands worldwide. Cataneo brings an established platform, a talented team, customers, industry expertise, revenue and a global market presence for BEN. We're all seeing the benefits of AI directly inside the Cataneo business. Over the past 8 months, our Cataneo team has internally incorporated AI-assisted workflows across infrastructure, software delivery, troubleshooting, testing, documentation and internal knowledge retrieval. As a result, we've seen more than a 30% improvement in productivity and workflow efficiency across these areas. We're also seeing that through faster troubleshooting and software delivery, less repetitive work and better access to operational knowledge. Importantly, much of this capability operates within our own controlled environment, giving us clear visibility into where AI is being used and the productivity gains it is generating. We believe this is an early example of the value AI can create not only in our products but inside the business we operate. But I want to spend a moment on why Cataneo matters strategically. Global advertising spending is expected to exceed $1 trillion this year, making it one of the largest markets in the global economy. At the same time, brands are demanding greater efficiency, better attribution and more relevant engagement. We believe applying AI to a platform like Cataneo's is an opportunity to address exactly that need. We don't view Cataneo as an advertising company sitting alongside an AI company. We view it as another important layer of the engagement ecosystem we are building. An interaction happens, technology can understand it, AI can make the experience more intelligent and personalized. And that interaction can ultimately lead to an action, a transaction or, in certain environments, a new opportunity for monetization. That's where Cataneo becomes particularly interesting. Cataneo's MYDAS platform provides infrastructure for media management and monetization. BEN brings AI and intelligent engagement technology. Together, we have the opportunity to connect intelligence, engagement and monetization across a broader set of environments. And we're already beginning to see the financial impact of bringing these capabilities together. The Cataneo acquisition closed on June 30, so its revenue contribution was not reflected in our reported results for the full second quarter. On a pro forma basis, as disclosed in the Form 10-Q, Cataneo's contribution would have meaningfully increased our revenue base for the first half of 2026. Walid will walk through the financial details in a moment. But as we look ahead, it's important to clarify that BEN is not an industry-specific technology company. Our technology is designed to work anywhere there is meaningful connection between an organization, brand and the people it serves. That can be a health care organization interacting with a patient, a hotel interacting with a guest, a government agency interacting with a citizen, a mobility platform connecting people and vehicles or a media company connecting a brand with an audience. The industry can change, the underlying engagement opportunity does not. That is what we mean when we talk about engagement. We're currently focused on driving commercial activity in health care, mobility through automotive and fleet applications and media and advertising, but those are not limitations on where BEN can operate. There are areas where we see strong opportunities today. And that's important because the same underlying technology can be applied across very different environments. Wherever there is an organization trying to understand, engage with and create value from its interactions with people, we believe BEN has an opportunity to participate. This is also why Cataneo is strategically important. Cataneo gives us an established infrastructure with the media and advertising ecosystem, where global advertising spend, as I mentioned, is expected to exceed $1 trillion this year. As BEN expands intelligent engagement into health care, mobility, hospitality, government and other environments, we believe there may be opportunities to connect those interactions with brands, content, media and ultimately, monetization. So the opportunity isn't to build a separate AI product for every industry. It's to build an underlying engagement technology that can be applied across industries and then connect that engagement to increasingly valuable outcomes. That's the broader opportunity we see for BEN. Getting into health care. In June, we launched INTERVENT Health AI, a 50-50 joint venture with INTERVENT International. Now INTERVENT has spent more than 25 years developing and validating evidence-based health coaching programs, and these programs have served more than 2 million individuals and are supported by more than 120 published scientific abstracts and manuscripts. BEN brings the AI technology that can help those proven health coaching programs into scalable AI-powered experiences. To lead that effort, INTERVENT Health AI recently appointed James Hughes as CEO, where he will lead the commercialization and development of the joint venture. The goal isn't to replace the human health coach. It's to use AI to extend the reach, consistency and availability of the coaching itself, helping more people access evidence-based support at greater scale. There is an organization with expertise, content, data and a proven way of serving people. There is a person who needs that expertise. AI creates a new way for those 2 sides to interact more continuously, more personally at a significantly greater scale. We see that as an important example of how BEN can apply its technology within a high-value engagement environment. We see a similar opportunity in automotive and mobility. During the quarter, we completed a $1 million strategic investment in Accelevate Solutions, acquiring approximately 10% of the company with the warrant that would increase our ownership to approximately 20%. Accelevate operates in fleet management, where organizations interact with people, vehicles and physical environments in real time. That gives us another environment where BEN can apply intelligence to transportation data, operations and engagement. And shortly after the quarter closed, we took that opportunity a step further. Together with Cataneo, we launched an AI-powered Transportation Media Network designed to turn connected vehicle fleets into a new advertising channel. We think this is a good example of how the different pieces of BEN can come together. A passenger gets into the vehicle, that creates an interaction, the vehicle and transportation system generate data. BEN can bring intelligence and engagement into that experience, while Cataneo provides the infrastructure to manage and monetize the media opportunity. An everyday transportation experience can potentially become more intelligent while creating a new economic opportunity around that engagement. Another important part of our strategy is how we build relationships around the technology. Our work in Africa is a good example. Through Skye Africa Intelligence, we are building -- we have been building relationships across health care, government, education and local technology partners. One relationship we continue to develop is with Nelson Mandela University. We initially began working with the university around an AI-powered student well-being initiative designed to provide students with an additional governed channel for wellness support. What's important to us is that this goes beyond simple deploying software. The university wants to create a connection between its students and its technology, and we want the connection as well. It gives BEN an opportunity to understand how people actually interact with AI in a real institutional environment while giving the university and its students access to technology that can complement the services they already provide. We believe these types of relationships are important because the best technology is built through engagement with the people and environment it is designed to serve. And that relationship is now expanding beyond the university. On August 5, Skye Africa Intelligence signed a memorandum of understanding with the East, Central and Southern Africa Health Community to explore the deployment of AI-enabled health solutions across its member states. The relationship includes AI-enabled health analytics, expansion of the student mental health and well-being solution, potential deployment of eYakho Health and Skye Salud and regional AI capabilities and training. So what started with the relationship between technology and a university is becoming a broader network involving universities, health care organizations, technology companies and regional health authorities. We don't just want to put our AI into an organization. We want to build technology that becomes part of how that organization engages with the people it serves. We are taking a similar approach in Latin America through Grupo Skye, including our Skye Salud program in Mexico. Skye Salud is an AI-powered medical evidence platform designed to help health care professionals access and work with trusted medical information. What is important to us is that we're not simply putting an AI product into the market and calling it finished. We're evaluating it in real clinical environments, learning from those interactions and using what we learned to improve the technology. In the first phase, we focused on rheumatology and evaluated the platform's ability to provide accurate responses, maintain evidence traceability and clearly identify its sources. We successfully completed that initial evaluation and in June advanced Skye Salud into Phase II, expanding the evaluation into primary care and Spanish language content optimized for the Mexican health care environment. This gives us the opportunity to work directly with health care professionals, understand how they use the technology, test it against real clinical needs and use those insights to guide future development and potential commercialization. Again, that is the type of relationship we want to build around BEN's technology. Not simply selling software, but working with organizations and the people they serve to develop technology that becomes more useful through real-world engagement. As we move forward, one of our biggest priorities is converting the work we've started into repeatable commercial revenue. We're increasingly focused on creating a clear distinction between early-stage conversations, evaluations, pilots and actual commercial deployments. Our objective is to move more of those opportunities through the funnel and into recurring revenue-generating relationships. At the same time, as we grow, we're equally focused on how efficiently we grow. AI isn't only something we're building into our products. We're using it internally to increase output, reduce repetitive work and improve the efficiency of our teams. The more we can increase the amount of work our organization can accomplish without proportionately increasing our cost base, the greater the operating leverage we can create as the business scales. The goal is not simply to spend more to grow, it's to grow more intelligently. Our focus now is execution against 4 clear priorities. First, fully integrate Cataneo. We're focused on completing the operational, technical and financial integration of Cataneo while identifying opportunities to connect its established media infrastructure with BEN's AI technology. Second, accelerate commercial pipeline conversion. We want to continue moving active pilots, evaluations and other early-stage opportunities towards revenue-generating enterprise deployments. Third, scale our health care and mobility verticals. Our plan is to continue expanding adoption through our joint ventures, strategic investments and commercial partnerships, including INTERVENT Health AI and Accelevate Solutions. Fourth, drive operating leverage. Our goal is to maintain disciplined capital allocation while scaling revenue, improving operational efficiency and creating measurable value for shareholders. The opportunity is significant, but our priority now is turning these capabilities and relationships into repeatable commercial revenue and doing so with disciplined capital allocation. Looking ahead, when you step back and look at these initiatives together, the common thread isn't the industry, it's the interaction. Health care, mobility, media, hospitality and education of different environments, but they all involve organizations interacting with people and their environments. That's where we believe BEN's technology can create value. When you look at BEN today, I don't want investors to think of us as a collection of unrelated AI products or vertical markets. The applications may be different, but the underlying technology and opportunity are connected. BEN is the technology company, engagement is where that technology gets applied. And the opportunity exists wherever organizations, businesses, brands interact with people and their environments. Our objective is to make those interactions more intelligent, more actionable and more valuable. That's why I believe the opportunity in front of BEN is much larger than simply building another conversational AI product. We're building technology around how organizations engage with people and their environments. Our focus now is execution, integrating Cataneo into BEN, converting more of that commercial pipeline into revenue, expanding our health care and mobility verticals, continuing to develop our technology and doing all of that with disciplined capital allocation. That is the company we're building at BEN, and that is the opportunity we see ahead. With that, I'll turn the call over to our CFO and COO, Walid Khiari, who will walk you through our financial results.

Thank you very much, Tyler, and good day, everyone. Our second quarter results reflect meaningful progress in strengthening BEN's balance sheet and expanding our asset base, primarily driven by the Cataneo acquisition. Additionally, I'm pleased to report that on June 26, we were added to the Russell 3000 Index as part of this year's annual reconstitution for that index, which also brought concurrent inclusion in the Russell 2000 Index, which increases our visibility with institutional investors. Let's go over some of the financial highlights. Our total assets increased to $30.7 million as of the end of June, up from $15 million as of December 31 of last year. This was driven primarily by approximately $10.8 million of goodwill and intangible assets related to the Cataneo acquisition. Shareholders' equity increased to $19.4 million as of the end of June, up from $3.5 million as of the end of last year. Cash and cash equivalents increased to $708,000 as of the end of June, up from $172,000 as of the end of December last year. Accounts payable decreased by $1.8 million and short-term debt decreased by nearly $1 million. Combined with the reduction in warrant liabilities, these items declined by a combined $3.3 million. As it relates to the Cataneo acquisition, the total stated aggregate consideration under the definitive agreement that we signed was $19.5 million. However, for U.S. GAAP accounting purposes, the consideration transferred was measured at its acquisition date fair value of approximately $13.7 million, which consists of 3 pieces: first, cash for approximately $9 million; second, the fair value of common stock that we issued at approximately $4.3 million; and third, other considerations for about $400,000. The difference between the stated aggregate consideration for the agreement and the fair value of the consideration transferred is primarily attributable to the acquisition date fair value of the company's common stock issued in the transaction. I think at this stage, it's also important for us to share further financial information on Cataneo as a business. On an unaudited basis, Cataneo's revenue for the first half of the year was about $5.3 million with operating income of $744,000 and net income of $409,000. We've been hard at work integrating BEN's operation with Cataneo's, as Tyler mentioned, and we expect to deliver on cost synergy opportunities by the end of the calendar year. A more detailed summary of BEN's Q2 financial results is included in our 10-Q for the quarter ending June 30, which was filed with the SEC last Friday, August 14, 2026. Obviously, from our perspective, this has been a very exciting quarter for all of us at BEN. We are invigorated by the addition of our new colleagues from Cataneo, and we look forward to working as a unified team to deliver on our shared vision to help brands better engage with their audiences. With that, I'll hand it back to the operator to begin our Q&A session.

[Operator Instructions] Your first question comes from Patrick Carney, an individual investor.

My question is, how is progress coming with generating consistent revenue from the efforts of BEN?

Walid, would you like to take that?

Certainly. Patrick, thank you for your question. This is Walid Khiari, CFO. It's a great question and one that we think about all the time, obviously. All our initiatives are primarily focused on commercializing our existing products. I think the way to think about generating revenue from all our efforts, Patrick, comes down to what Tyler laid out, which is to think of BEN as having this, from our view, very interesting, valuable and quite frankly, remarkable, if I may say so, set of technology and supporting engagement through a variety of commercial endeavors. A company of our size evidently cannot as your expression goes, throw spaghetti on the wall and see which one sticks. So we have to be extremely judicious about which sectors, which markets we go after. And our strategy has been to go in order after those industries where we think the pain point from poor engagement is most costly to those invested in seeing engagements be fruitful for their businesses. The biggest engagement market we can think of is the advertising market, right? That's $1 trillion of spend every year. And so while we were developing our own internal resources to go after that market opportunity, Patrick, ultimately, the Cataneo acquisition helps us accelerate that growth trajectory by acquiring revenue, very large established global enterprise customers and existing practices and an existing reputation in the market. I should mention that as may have been mentioned in the past, one of the reasons why we are so excited about Cataneo is that company has had an absolutely remarkable retention rate over the years, keeping customers for a very long time. That speaks to the quality of the software and the quality of the services rendered. So that's for advertising. So it will be a combination of organic means, but pushing through the integration of this acquisition. And we obviously reserve the right to look at further acquisition across the space. Then as we think about other sectors, right, we talked -- Tyler mentioned the auto space in which we're going after the fleet management space. Why is that? It's because fleet management is a very well understood space, where hundreds of millions of dollars are exchanged for software purposes to do data intelligence, to do geolocation services, but also to do engagement. And so through our relationship with Accelevate, again, indirectly, we're going to approach the system by empowering Accelevate to grow its business in that space. In health care, it's through another strong party that fits our culture of technological innovation that we decided to go with INTERVENT, right? So as you can see a pattern here, Patrick, I hope, which is that we identify large markets to name just a few, obviously. And we try to be as judicious as we can as it relates to our go-to-market. In other words, how to go after those opportunities. In some cases, it's through acquisitions. In other cases, it's through JVs or ad hoc participation in a joint effort with what we believe is a specialist firm that has great traction for us. And so that ultimately is where we expect to generate revenues. It's through those. Let me pause here. I hope this addresses your question. Happy to dive deeper if you'd like.

And just to add to that, Walid, and thanks, Patrick, for the question. I think at this point in time, the company is obviously going through a significant transition. And we really see two main opportunities for Cataneo specifically. The first is to take what is already proven as far as an established business and expand that into the U.S. market for the first time because Cataneo has a proven strong platform with the long-standing customers and meaningful revenue today. So we will be investing in the commercial organization and the infrastructure to bring that business to a much larger market. The second opportunity relating to Cataneo is to innovate on top of that foundation because Cataneo gives us the media infrastructure, it will sit directly in the flow of advertising, content and monetization. And we can bring BEN's AI capabilities into those workflows, but we can also connect that infrastructure to things that we're building with our initiatives in mobility and health care and other engagement environments. So we're not looking at Cataneo as just a business to grow geographically. We're viewing it as an established platform that we can expand and innovate on and ultimately connect to the broader BEN ecosystem that we're building. And I think that's where we think a lot of the longer-term opportunity comes from.