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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): August 21, 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: (650) 714-2747
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 disclosed in a Form 12b-25 Notification of Late Filing filed by Brand Engagement Network Inc. (the “Company”)
on August 15, 2025, the Company is delayed in filing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Quarterly
Report”) with the U.S. Securities and Exchange Commission (the “SEC”). The Company received a notice from the staff
(the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) dated August 21, 2025 (the “Notice”). The
Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result
of its failure to file the Quarterly Report timely. The Company has 60 calendar days from August 21, 2025, or until October 20, 2025,
to regain compliance by filing the Quarterly Report or to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rules.
The
Company intends to file the Quarterly Report as soon as possible. If the Company is unable to file the Quarterly Report by October 20,
2025, it intends to submit a plan to Nasdaq to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may, in its
discretion, grant the Company up to 180 days from the prescribed due date for filing the Quarterly Report, or until February 17, 2026,
to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision
to a Nasdaq Hearings Panel. The Notice has no immediate effect on the listing of the Company’s common stock on Nasdaq.
Item 7.01.
Regulation FD Disclosure
On
August 27, 2025, the Company issued a press release disclosing the receipt of the Notice. A copy of the press release is being furnished
herewith as Exhibit 99.1. The information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
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 reflect, among other things, the Company’s current expectations, assumptions, plans, strategies,
and anticipated results. 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. There are a number
of risks, uncertainties and conditions that may cause the Company’s actual results to differ materially from those expressed or
implied by these forward-looking statements, including the risk factors described in Part I, Item 1A of Risk Factors in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2024 and the other risk factors identified from time to time in the Company’s
other filings with the Securities and Exchange Commission (the “SEC”). Filings with the SEC are available on the SEC’s
website at http://www.sec.gov. Many of these circumstances are beyond the Company’s ability to control or predict. These forward-looking
statements necessarily involve assumptions on the Company’s part. Furthermore, undue reliance should not be placed on forward-looking
statements, which are based on the information currently available to the Company and speak only as of the date they are made. The Company
disclaims any intention or obligation to update or revise publicly any forward-looking statements.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press
Release dated August 27, 2025 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
August 27, 2025 |
By: |
/s/
Walid Khiari |
| |
Name: |
Walid
Khiari |
| |
Title: |
Chief
Financial Officer |
