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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): March 20, 2026
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
March 20, 2026, Bernard Puckett notified the Board of Directors (the “Board”) of Brand Engagement Network Inc. (the “Company”)
that, following the conclusion of his two-year term on the Board of Directors, he will step down as Chairman of the Board and resign
as a member of the Board of Directors, effective March 31, 2026.
Mr.
Puckett served as Interim Chairman of the Board since August 2025 and had been a member of the Company’s Board of Directors since
April 2023. During his tenure, Mr. Puckett provided leadership and governance oversight to the Company and brought decades of experience
in enterprise technology, corporate operations, and strategic growth. In addition to serving as Chairman, Mr. Puckett served as Chair
of the Company’s Audit Committee and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee.
Mr.
Puckett’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices. The Board thanks Mr. Puckett for his leadership and contributions during his service to the Company.
On
March 20, 2026, the Board appointed Jon Leibowitz, an independent director of the Company, as Chairman of the Board, effective April
1, 2026.
Mr.
Leibowitz currently serves as Chair of the Company’s Nominating and Corporate Governance Committee and as a member of the Audit
Committee. Mr. Leibowitz serves as Chairman of the Board of the National Consumers League, America’s oldest consumer advocacy organization.
Previously, Mr. Leibowitz was a senior partner at Davis Polk & Wardwell LLP, where his practice focused on complex antitrust aspects
of mergers and acquisitions as well as government and private antitrust investigations and litigation. Prior to private practice, Mr.
Leibowitz served in senior leadership roles at the Federal Trade Commission, including as Chairman of the FTC.
There
are no arrangements or understandings between Mr. Leibowitz and any other persons pursuant to which he was selected as Chairman of the
Board, and there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.
The
Board believes Mr. Leibowitz’s experience in corporate governance, regulatory policy and consumer protection will support the Company’s
continued strategic development and oversight.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit |
|
No. Description |
| |
|
|
| 17.1 |
|
Resignation Letter of Bernard Puckett, dated March 20, 2026. |
| 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:
March 25, 2026 |
By: |
/s/
Tyler Luck |
| |
Name: |
Tyler
Luck |
| |
Title: |
Chief
Executive Officer |
