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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 17, 2026 (July 1, 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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In
connection with the previously announced acquisition of Cataneo GmbH (“Cataneo”), the Board of Directors (the “Board”)
of Brand Engagement Network Inc. (the “Company”) appointed Christian Unterseer to serve as a member of the Board, effective
July 1, 2026.
Mr.
Unterseer founded Cataneo in September 2002 and grew Cataneo into a globally recognized enterprise platform serving leading media organizations
across international markets. Prior to founding Cataneo, Mr. Unterseer was the chief executive officer of Home Shopping Europe UK in
London from 2000 until July 2002 and Director, Ad Traffic & Broadcast Scheduling at ProSiebenSat1 Media AG. He graduated from Bavarian
Academy of Advertising, Munich with a degree in media marketing in 1992.
Mr.
Unterseer will receive equity compensation for his services as a director of the Company in accordance with the Company’s Board
compensation policy subject to vesting requirements.
Other
than as otherwise disclosed herein, there are no arrangements or understandings with any person pursuant to which Mr. Unterseer was selected
to serve as a director of the Company. Mr. Unterseer does not have any family relationship with any of the Company’s directors
or executive officers. There have been no transactions directly or indirectly involving Mr. Unterseer that would be required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| ● |
104 |
Cover
Page Interactive Data File (Inline XBRL). |
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 17, 2026 |
By: |
/s/
Tyler Luck |
| |
Name: |
Tyler
Luck |
| |
Title: |
Chief
Executive Officer |