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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 30, 2026
Brand
Engagement Network Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40130 |
|
98-1574798 |
| (State
or other jurisdiction of |
|
(Commission |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
File
Number) |
|
Identification
No.) |
300
Delaware Ave,
Suite
210
Wilmington,
DE |
|
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 ☒
If
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
1.01 Entry into a Material Definitive Agreement.
On
September 30, 2026, Brand Engagement Network Inc. (the “Company”), BEN Capital Fund I, LLC (“Guarantor”), and
Evora Partners, LLC (“Evora”) entered into a Settlement and Forbearance Agreement (“Settlement Agreement”), pursuant
to which Evora agreed to accept a settlement amount of $825,000 (inclusive of a $75,000 reimbursement for Evora’s attorneys’
fees), a discount to the amount of approximately $1.3 million owed by the Company to Evora under a January 2021 consulting agreement
between the Company (then known as DHC Acquisition Corp.) and Evora, as amended, which amount has been reflected on the Company’s
balance sheet under accounts payable. The Company has paid $175,000 of the settlement amount and will pay the remaining $650,000 in installments
through December 2026, with Guarantor guaranteeing payment.
Under
the Settlement Agreement, Evora will also dismiss the lawsuit it commenced against the Company on September 2, 2026, in the United States
District Court for the Southern District of New York, captioned Evora Partners, LLC v. Brand Engagement Network Inc., which asserted
claims for breach of contract and declaratory relief.
The
foregoing description of the material terms of the Settlement Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the Settlement Agreement, which the Company expects to file as an exhibit to its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2026.
SIGNATURES
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 hereunto duly authorized.
| Brand Engagement Network Inc. |
|
| |
|
|
| Date: October 15, 2026 |
|
| |
|
|
| By: |
/s/ Tyler Luck |
|
| Name: |
Tyler Luck |
|
| Title: |
Chief Executive Officer |
|
