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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 9, 2026 (June 8, 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
1.01 Entry into a Material Definitive Agreement.
On
June 8, 2026, Brand Engagement Network, Inc. (the “Company” or “BEN”) entered into definitive agreements establishing
INTERVENT Health AI, Inc. in the State of Delaware (“INTERVENT Health AI”), a healthcare artificial intelligence joint venture
formed with INTERVENT International, LLC (“INTERVENT”) to develop, deploy and commercialize AI-powered health coaching solutions
utilizing BEN’s conversational AI and INTERVENT’s clinically validated health coaching methodologies, proprietary healthcare
datasets and industry expertise.
Key
terms include:
●
Formation of a 50/50 joint venture between BEN and INTERVENT;
●
Exclusive five-year North American commercialization, technology development and AI platform arrangement
between INTERVENT Health AI and SKYE AI USA, LLC (“SKYE”), a wholly owned subsidiary of BEN, subject to agreed performance
milestones;
●
Proposed non-exclusive international reseller arrangements through BEN-affiliated entities in Latin America and Africa, pursuant to which
INTERVENT Health AI is expected to receive 50% of gross revenues generated from such sales, after agreed commissions and business development
expenses;
●
BEN, through SKYE, is entitled to receive 35% of certain revenues generated by INTERVENT Health AI from
software, services and commercialization activities under the North American commercialization arrangement, net of agreed commissions
and third-party fees;
● Establishment of a Board of Directors consisting of one BEN-appointed director, one INTERVENT-appointed
director and one mutually agreed independent director appointed by the founding shareholders; and
●
Authorization of a capital structure consisting of 100,000,000 shares of Class A Common Stock and 10,000,000
shares of Class B Preferred Stock.
Pursuant
to the Shareholder Agreement, BEN and INTERVENT each received 32,500,000 shares of Class A Common Stock, representing 50% of the issued
and outstanding common equity of INTERVENT Health AI. An additional 30,000,000 shares of Class A Common Stock were reserved for future
issuance, and 5,000,000 shares were reserved for a future long-term incentive plan. Additionally, BEN and INTERVENT each received 5,000,000
shares of Class B Preferred stock, valued at $1.00 per share, as consideration for pre-paid licenses to Health AI for use of the respective
companies’ intellectual property.
The
Shareholder Agreement provides customary governance, pre-emptive rights and ownership protection provisions, including restrictions on
issuances that would reduce either founding shareholder below specified ownership thresholds without approval.
In
connection with the formation of INTERVENT Health AI, BEN, through SKYE, has agreed in principle and to the material terms of a Reseller
and Services Agreement, pursuant to which BEN will be appointed the exclusive provider of certain AI platform development, training,
deployment and related technology services for INTERVENT Health AI in North America, excluding Latin America, for an initial five-year
term, subject to agreed performance milestones.
Additionally,
INTERVENT Health AI has agreed to the material terms of proposed non-exclusive international reseller arrangements providing for the
commercialization of INTERVENT Health AI services through BEN-affiliated entities in Latin America and Africa. Subject to the terms of
the applicable reseller agreements, INTERVENT Health AI is expected to receive 50% of gross revenues generated from such sales, after
deduction of agreed commissions and business development expenses.
The
parties intend for INTERVENT Health AI to leverage BEN’s conversational AI technologies together with INTERVENT International’s
proprietary healthcare assets, including clinical research datasets, telehealth coaching interactions with more than 2,000,000 people,
care pathways and related intellectual property, to develop a suite of AI-driven health coaching products designed for direct-to-consumer,
employer, healthcare and enterprise markets.
The
foregoing description of the Shareholder Agreement is qualified in its entirety by reference to the full text of such agreement, a copy
of which is filed as an exhibit to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| |
● |
10.1 |
Founding Shareholders Agreement dated June 8, 2026, by and between Brand Engagement Network, Inc., and INTERVENT International, LLC. |
| |
● |
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:
June 9, 2026 |
By: |
/s/
Tyler Luck |
| |
Name: |
Tyler
Luck |
| |
Title: |
Chief
Executive Officer |
