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 1729, 2026 (June 1526, 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.)
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	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.

~~The~~During ~~information~~the ~~set~~second ~~forth~~quarter ~~in Item 1.01~~ of ~~this~~2026, ~~Current~~the ~~Report~~Company onissued ~~Form~~shares ~~8-K~~of iscommon ~~incorporated~~stock ~~by reference~~ in ~~response~~connection towith ~~this~~equity ~~Item~~issuances ~~3.02.~~and ~~The issuance~~warrant ofexercises ~~the Equity Consideration will be completed~~ in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Item 7.01. Regulation FD Disclosure.

On ~~April~~June 3015, 2026, Brand Engagement Network Inc., a Delaware corporation (the “Company”), ~~entered~~announced ~~into~~its aselection ~~Share~~for ~~Purchase and Transfer~~membership ~~Agreement with Christian Unterseer,~~ in ~~his individual capacity (“Unterseer”), CUTV GmbH, a limited liability company incorporated under~~ the ~~laws~~Russell of3000® ~~the Federal Republic of Germany (“CUTV”), Cuneo AG, a stock corporation incorporated under the laws of the Federal Republic of Germany (“Cuneo”),~~ and ~~GForce 112 GmbH, a limited liability company incorporated under~~ the ~~laws~~Russell ~~of the~~2000® ~~Federal~~Index ~~Republic~~as ofpart ~~Germany (“GForce” and together with Unterseer, CUTV and Cuneo, the “Sellers”) (the “Purchase Agreement”) pursuant to which the Sellers have agreed to sell all~~ of the ~~outstanding~~annual ~~equity~~reconstitution ~~interests~~ of ~~Cataneo GmbH, a limited liability company incorporated under~~ the ~~laws~~Russell ~~of the Federal Republic of Germany (“Cataneo”) to the Company for an aggregate purchase price of $19~~U.5S. ~~million, consisting of (i) $9 million in cash, and (ii) 250,792 shares of the Company’s common stock, par value $0~~Indexes.~~0001~~ ~~per~~The ~~share (“BEN Common Stock” and such 250,792 shares of BEN Common Stock, the “Equity Consideration”)~~additions atbecame aneffective ~~agreed~~after ~~upon value of $37.88 per share (~~the ~~transactions~~market ~~governed~~close byon ~~the~~June ~~Purchase Agreement~~26, ~~the “Acquisition”)~~2026, ~~subject to~~with ~~customary~~trading ~~adjustments~~in ~~and~~the ~~offsets~~reconstituted asindexes ~~further~~commencing ~~described~~on ~~therein.~~June ~~Additionally~~29, an aggregate of 26,399 shares of BEN Common Stock issued as part of the Equity Consideration shall be subject to an escrow arrangement for a period of one year (the “Escrow Period”) following the Closing Date (the “Escrow Shares”)2026.

~~The~~Membership ~~Company~~in ~~hereby reports that~~ the ~~Sellers~~Russell ~~and~~3000® ~~Cataneo have satisfied all of their pre-closing obligations and covenants under the Purchase Agreement~~Index, ~~including~~which ~~(without~~captures ~~limitation)~~approximately ~~conducting~~98% ~~the business~~ of ~~Cataneo in~~ the ~~ordinary~~investable ~~course~~U.S. ~~consistent~~equity ~~with past practice~~market, ~~obtaining all~~results ~~required~~in ~~third-party~~inclusion ~~approvals~~in ~~(including Disney sign-off), handling~~ the ~~required tax action item, amending Cataneo’s fiscal~~small-cap ~~year~~Russell to2000® ~~end~~Index onas ~~June~~well 30as ofthe ~~each~~corresponding ~~calendar~~style ~~year,~~indexes. ~~and~~Approximately ~~all~~$12 ~~other~~trillion ~~Closing Conditions set forth~~ in ~~the~~assets ~~Purchase~~are ~~Agreement.~~benchmarked ~~All such obligations and conditions precedent~~ to ~~Closing~~Russell ~~for which the Sellers and Cataneo are responsible have now been fully completed and satisfied~~U.S. Indexes.

~~The~~Additionally, the Company ~~has~~is ~~performed~~providing ~~its~~an ~~obligations~~update toon ~~date,~~capital ~~including~~activity during the $1second ~~million~~quarter ~~cash~~of ~~advance~~2026. ~~already~~As ~~paid~~of ~~and~~the ~~securing~~close ~~the~~of ~~necessary~~business ~~capital commitments.~~on ~~Upon~~Friday, ~~Closing~~June 26, ~~Christian~~2026, ~~Unterseer~~the isCompany ~~expected~~had toreceived ~~join~~aggregate ~~the~~gross ~~Company’s~~proceeds ~~Board~~ of ~~Directors~~approximately $7,363,098 ~~ensuring~~from ~~leadership~~equity ~~continuity.~~issuances and warrant exercises, including:

~~The foregoing~~● ~~description~~$1,000,561 isat ~~qualified~~$39.25 inper ~~its~~share ~~entirety~~● by$150,044.40 ~~reference~~at to$17.82 ~~the~~per ~~full~~share ~~text~~● ~~of the Purchase Agreement~~$4,925,000 ~~which~~at ~~was~~$39.59 ~~previously~~per ~~filed as~~share ~~Exhibit~~● 2.$1,287,492.60 tonet ~~the~~cash ~~Company’s~~received ~~Current~~from ~~Report~~warrant onexercises; ~~Form~~and ~~8-K~~● ~~filed~~Debt onconversion ~~April~~of 30$9,734.82 ~~2026,~~at ~~and~~$18.23 isper ~~incorporated herein by reference~~share.

These proceeds, along with a reduction in liabilities including the debt conversion of approximately $376,098, have strengthened the Company’s balance sheet.

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 ~~Acquisition, the ability of the parties to consummate the Acquisition in a timely manner or at all, the ability of the~~ Company ~~to obtain financing for the Acquisition on favorable terms or at all, the achievement by the Company of the intended synergies and benefits of the Acquisition, 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. Although it is not possible to identify all of these risks and factors, they include, among others, (i) uncertainties as to the timing of the Acquisition; (ii) the risk that the Acquisition may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the Acquisition, including the ability to obtain financing to fund the Acquisition on terms that are agreeable to the parties or at all; (iv) the possibility that any or all of the various conditions to the consummation of the Acquisition may not be satisfied or waived, including the failure to receive major shareholder guarantees, or that any required regulatory approvals from any applicable governmental entities may not be obtained (or any conditions, limitations or restrictions placed on such approvals); (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; (vi) the effect of the announcement or pendency of the transactions contemplated by the purchase agreement on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (vii) risks related to diverting management’s attention from the Company’s ongoing business operations; (viii) uncertainty as to the timing of completion of the Acquisition; and (ix) risks that the benefits of the Acquisition are not realized when and as expected. 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 2.1 Share Purchase and Transfer Agreement, dated April 30, 2026, by and among Brand Engagement Network Inc., Christian Unterseer, CUTV GmbH, Cuneo AG and GForce 112 GmbH (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2026).

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.
Dated: June 17, 2026	By:	/s/ Tyler Luck
	Name:	Tyler Luck
	Title:	Chief Executive Officer

Brand Engagement Network, Inc.

Dated: June 29, 2026

By:	/s/ Tyler Luck
Name:	Tyler Luck
Title:	Chief Executive Officer

Filing Compare · Brand Engagement Network Inc.