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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): July 24, 2026 (July 21, 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
3.02. Unregistered Sales of Equity Securities.
On
July 21, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a Conversion Agreement (the “Conversion
Agreement”) with BEN Capital Fund I, LLC (“BCF”). Pursuant to the Conversion Agreement, BCF converted outstanding advances
in the aggregate amount of $53,150 into 4,011 shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), at a conversion price of $13.25 per share. The conversion price represents the 10-day closing average price of the Common
Stock on The Nasdaq Stock Market LLC ending on July 20, 2026.
The
shares of Common Stock issued pursuant to the Conversion Agreement were issued in reliance upon the exemption from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof as a transaction by
an issuer not involving any public offering.
During
the period from July 1, 2026 through July 22, 2026, the Company also issued shares of Common Stock in connection with a Stock Purchase
Agreement exercise and warrant exercises by shareholders. These issuances were made in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act (or, where applicable, pursuant to an effective registration statement).
Item
7.01. Regulation FD Disclosure.
The
Company is providing an update on capital activity for the period July 1, 2026 through July 22, 2026. As of July 22, 2026, the
Company had received approximately $460,867.30 in gross proceeds from equity issuances and warrant exercises and completed
approximately $328,150 of conversions of outstanding obligations into equity, for a total balance sheet improvement of approximately
$789,017.30, resulting from the following transactions:
●
Stock Purchase Agreement exercise of $150,044.40 at $17.82 per share (8,420 shares);
●
Proceeds from warrant exercises by shareholders of $310,822.90;
●
Conversion of deferred compensation obligations into equity in
the amount of $275,000 pursuant to an Employee Stock Election Form executed by Tyler Luck, the Company’s Chief Executive
Officer, at $13.25 per share (20,754 shares issued in the name of October 3d Holdings, LLC). The $275,000 represents deferred cash-value
equivalent compensation ($150,000 for calendar year 2025 and $125,000 for the period September 14, 2025 through June 1, 2026). The election and issuance
were approved by the Company’s Board of Directors pursuant to the Brand Engagement Network Inc. Long-Term Incentive Plan.
●
Debt-to-equity conversion of $53,150 pursuant to the Conversion Agreement with BEN Capital Fund I, LLC at $13.25 per share (4,011 shares),
as described under Item 3.02 above.
These
transactions converted outstanding obligations into equity and generated cash proceeds, resulting in a total improvement to the Company’s
balance sheet of approximately $789,017.30 without requiring additional cash expenditures for the converted amounts.
The
information in this Item 7.01 is being furnished and 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 deemed incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such 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 include, without limitation, statements regarding the Company’s business outlook, industry, business
strategy, plans, goals and expectations concerning the Company’s market position, future operations, margins, profitability, future
efficiencies, capital expenditures, liquidity and capital resources and other financial and operating information. 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. Additional information concerning these and other factors
can be found under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December
31, 2025, as filed with the SEC and in the Company’s Quarterly Reports on Form 10-Q. Any one of these factors or a combination
of these factors could materially affect the Company’s financial condition or future results of operations and could influence
whether any forward-looking statements contained in this report ultimately prove to be accurate. The Company’s forward-looking
statements are not guarantees of future performance, and you should not place undue reliance on them. All forward-looking statements
speak only as of the date made and the Company undertakes no obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit 1 |
|
Employee stock election form |
| |
|
|
| Exhibit 2 |
|
Conversion agreement |
Exhibit
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. |
|
| |
|
|
| Date:
|
July
24, 2026 |
|
| |
|
|
| By: |
/s/
Tyler Luck |
|
| Name: |
Tyler
Luck |
|
| Title: |
Chief
Executive Officer |
|
