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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): July 1, 2025
Brand
Engagement Network Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40130 |
|
98-1574798 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
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 $11.50 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported, on December 30, 2024, Brand Engagement Network Inc. (the “Company”), received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price
for its common stock had been below $1.00 per share (the “Minimum Bid Price Requirement”) for 30 consecutive business days,
it was no longer in compliance with the Minimum Bid Price Requirement for continued listing on The Nasdaq Capital Market. In accordance
with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 days, or until June 30, 2025, to regain compliance with the Minimum
Bid Price Requirement.
On
July 1, 2025, the Company received a letter (the “Extension Notice”) from Nasdaq notifying the Company that it has been granted
an extension of 180 calendar days (the “Extension”), or until December 29, 2025, to regain compliance with the Minimum Bid
Price Requirement under Nasdaq Listing Rule 5550(a). If, at any time before December 29, 2025, the bid price for the Company’s
common stock closes at $1.00 or more for a minimum of 10 consecutive business days, Nasdaq will provide written notification to the Company
that it has regained compliance with the Minimum Bid Price Requirement (unless Nasdaq exercises its discretion to extend the 10-day period).
As
outlined by Nasdaq, and as part of its terms for granting the Extension, if the Company fails to maintain a stockholders’ equity
value above $5,000,000 in its financials included in its Quarterly Report on Form 10-Q for the period ending June 30, 2025, Nasdaq will
withdraw the Extension and issue a delisting determination. In that event, the Company would have the right to request a hearing before
an independent Nasdaq Hearings Panel.
The
Company will continue to monitor the closing bid price of its common stock and consider implementing available options to regain compliance
with the Minimum Bid Price Requirement. Specifically, the Company has confirmed to Nasdaq that, if necessary, it intends to implement
a reverse stock split of its outstanding common stock (if approved by the Company’s stockholders) to regain compliance. There can
be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement during this 180-day Extension.
If the Company does not regain compliance within the allotted extension period, Nasdaq will provide notice that the Company’s common
stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq Hearings Panel, although
it would not be entitled to a stay of the suspension of trading of its common stock. The Company is committed to maintaining its listing
on The Nasdaq Capital Market.
Forward-Looking
Statements
Certain
disclosures in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, without limitation, statements regarding the Company’s intent or ability to regain compliance
with Nasdaq’s Minimum Bid Price Requirement, the Company’s ability to remain listed on The Nasdaq Capital Market during the
pendency of the compliance period and other statements that are not statements of historical fact. When used in this discussion, the
words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,”
“estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “will,” “future” and the negative of these
or similar terms and phrases are intended to identify forward-looking statements in this report. Forward-looking statements reflect the
Company’s current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although
the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company can give you no assurance
these expectations will prove to have been correct. Some of these expectations may be based upon assumptions, data or judgments that
prove to be incorrect. Actual events, results and outcomes may differ materially from the Company’s expectations due to a variety
of known and unknown risks, uncertainties and other factors, including those listed under the caption “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC and in the Company’s Quarterly
Reports on Form 10-Q. The Company’s forward-looking statements are not guarantees of future performance, and you should not place
undue reliance on them. All forward-looking statements speak only as of the date made and the Company undertakes no obligation to update
or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
SIGNATURE
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 thereunto duly authorized.
| |
Brand
Engagement Network Inc. |
| |
|
|
| Dated:
July 2, 2025 |
By: |
/s/
Paul Chang |
| |
Name: |
Paul
Chang |
| |
Title: |
Chief
Executive Officer |
