Brand Engagement Network Inc. 8-K

What Happened
On June 8, 2026, Brand Engagement Network, Inc. (BEN) announced it entered into definitive agreements with INTERVENT International, LLC to form INTERVENT Health AI, Inc., a 50/50 healthcare AI joint venture incorporated in Delaware. The new company will combine BEN’s conversational AI (through BEN’s wholly owned SKYE AI USA, LLC) with INTERVENT’s clinical coaching methodologies and proprietary healthcare datasets to develop AI-driven health coaching products for consumer, employer, healthcare and enterprise markets.

Key Details

• Formation and governance: BEN and INTERVENT each own 50% of INTERVENT Health AI; board of directors will include one BEN appointee, one INTERVENT appointee and one independent director mutually agreed by the founders.
• Capital structure and equity: Authorized 100,000,000 Class A common shares and 10,000,000 Class B preferred shares. BEN and INTERVENT each received 32,500,000 Class A shares (50% of issued common equity); 30,000,000 Class A shares reserved for future issuance and 5,000,000 Class A reserved for a long-term incentive plan. Each founding shareholder also received 5,000,000 Class B preferred shares, valued at $1.00 per share, in exchange for pre-paid IP licenses.
• Commercial arrangements and revenue split: SKYE (BEN’s subsidiary) is the exclusive North American commercialization and AI platform development partner for an initial five-year term, subject to performance milestones. Under that arrangement BEN (through SKYE) is entitled to receive 35% of certain INTERVENT Health AI revenues (net of commissions and third-party fees). Proposed non‑exclusive reseller arrangements in Latin America and Africa through BEN-affiliated entities would leave INTERVENT Health AI with 50% of gross revenues from those sales after agreed commissions and business development expenses.
• Use of assets: The joint venture will leverage BEN’s conversational AI and INTERVENT’s clinical datasets, telehealth coaching interactions (with data from over 2,000,000 people), care pathways and related IP.

Why It Matters
The agreement creates a formal, equal partnership tying BEN directly into the commercialization of AI-driven health coaching products and establishes specific revenue-sharing and service arrangements that could generate recurring revenue streams for BEN via SKYE. For investors, the deal clarifies ownership, governance and how revenues will be split across North American and international channels, and it documents the companies’ plan to combine technology and clinical assets to pursue consumer, employer and healthcare market opportunities without disclosing financial projections.