[8-K] Brand Engagement Network Inc. Reports Material Event

Rhea-AI Filing Summary

Brand Engagement Network Inc. (NASDAQ: BNAI) filed a Form 8-K to disclose logistical details for its 2025 Annual Meeting of Shareholders.

• Date: July 22, 2025
• Record date: June 24, 2025 (shareholders on this date may vote/attend)
• Format: Virtual Zoom Webinar; advance registration required via the link provided in the filing
• Agenda: election of directors, ratification of the independent auditor, and other customary matters

The filing expressly states it is not a proxy solicitation and contains no financial results or transactional announcements. It simply fulfills SEC disclosure requirements by alerting investors to the meeting’s timing, access instructions, and agenda topics.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting notice; governance housekeeping, immaterial to valuation.

The 8-K merely confirms the 2025 shareholder meeting date, record date, and virtual format. Such disclosures are mandated under SEC rules but rarely move markets because they do not alter capital structure, strategy, or operating performance. The agenda—director elections and auditor ratification—is standard. The virtual-only format aligns with post-pandemic practices and should lower hosting costs marginally but offers no measurable financial impact. Consequently, the filing is governance-related and informational, leaving the investment thesis unchanged.

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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): June 23, 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

(Former name or former address, if changed since last report)

Not Applicable

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 8.01 Other Events

Brand Engagement Network, Inc. (the “Company”) has scheduled its Annual Meeting of Shareholders (the “2025 Annual Meeting”) on July 22, 2025, with a June 24, 2025, record date for the determination of shareholders entitled to receive notice and vote at such meeting.

The 2025 Annual Meeting will be held virtually via Zoom Webinar. Shareholders wishing to attend must register in advance at https://us06web.zoom.us/webinar/register/WN_pAj4LS-5RKShUakoP5jCbA#/registration. Upon registering, shareholders will receive a confirmation email containing a unique link and instructions to access the meeting.

The 2025 Annual Meeting will include consideration of the election of directors, ratification of the appointment of the Company’s independent registered public accounting firm, and such other business as may properly come before the meeting.

This Current Report on Form 8-K is being filed solely to announce the date, time, and virtual location of the 2025 Annual Meeting of Stockholders and related registration details. This report shall not be deemed to constitute a solicitation of proxies or an offer to sell or buy securities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 23, 2025
	BRAND ENGAGEMENT NETWORK INC.
	By:	/s/ Paul Chang
		Name: Paul Chang
		Title: Chief Executive Officer

FAQ

When will Brand Engagement Network Inc. (BNAI) hold its 2025 Annual Meeting?

July 22, 2025, as disclosed in the Form 8-K.

What is the record date for voting at BNAI’s 2025 Annual Meeting?

Shareholders of record on June 24, 2025 are entitled to vote.

How can shareholders attend the BNAI 2025 Annual Meeting?

The meeting is virtual via Zoom Webinar; advance registration through the supplied link is required.

What items are on the agenda for BNAI’s 2025 Annual Meeting?

Election of directors, ratification of the independent registered public accounting firm, and other proper business.

Does the Form 8-K contain any financial results or transaction announcements for BNAI?

No. The filing is solely a meeting notice and does not include earnings or M&A information.