false
0001838163
0001838163
2025-07-14
2025-07-14
0001838163
BNAI:CommonStockParValue0.0001PerShareMember
2025-07-14
2025-07-14
0001838163
BNAI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember
2025-07-14
2025-07-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 14, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 14, 2025, the Board of Directors of Brand Engagement Network Inc. (the “Company”) appointed Janine Grasso as Interim
Chief Executive Officer of the Company, replacing Paul Chang in this role effective immediately. Ms. Grasso will continue to serve on
the Board of Directors, where she has served since February 2024 and most recently chaired the Compensation Committee.
Ms.
Grasso brings over two decades of experience leading high-growth, technology-driven organizations. Ms. Grasso has served as the Head
of the Global Partner Ecosystem at DocuSign since 2023. Previously, Ms. Grasso was Vice President of Business Development at
Verizon from 2019 to 2023, where she led a newly created business development organization. Prior to joining Verizon,
Ms. Grasso spent 20 years at IBM, most recently as Vice President of Blockchain Ecosystem leading the IBM Blockchain Strategy and Ecosystem
Organization. Ms. Grasso received her B.B.A from the Pace University Lubin School of Business. She has deep expertise in mergers and
acquisitions, business development, and operations, with a strong track record of scaling emerging technologies and go-to-market platforms.
Ms. Grasso is also accomplished in building high-performing teams and fostering a culture of innovation and accountability. Her leadership
in enterprise AI strategy and digital transformation makes her uniquely positioned to guide the Company’s next phase of growth.
There
are no arrangements or understandings between Ms. Grasso and any other persons pursuant to which she was selected as Interim Chief Executive
Officer. There are no family relationships between Ms. Grasso and any director or executive officer of the Company. There are no related
party transactions involving Ms. Grasso that are reportable under Item 404(a) of Regulation S-K.
Ms.
Grasso has agreed to compensation terms in connection with her appointment as Interim Chief Executive Officer, and the Company expects
to file an amendment to this Current Report on Form 8-K disclosing the material terms of that agreement once it is fully executed.
Item
8.01. Other Events.
The
Company has reduced its total liabilities by $4.25 million in the second quarter.
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 15, 2025 |
By: |
/s/
Janine Grasso |
| |
Name: |
Janine
Grasso |
| |
Title: |
Interim
Chief Executive Officer |
