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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): August 15, 2025

 

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 14, 2025, the Board of Directors of Brand Engagement Network Inc. (the “Company”) appointed Bernard Puckett as Interim Chairman of the Board, effective immediately, replacing Chris Gaertner in that role. At the Board’s request, Mr. Gaertner will remain a member of the Company’s Board of Directors.

 

Mr. Puckett is an experienced executive with a strong background in corporate governance, operational leadership, and strategic growth. He has held senior leadership and advisory positions across various industries, helping organizations innovate and transform to create long-term value.

 

The appointment of Mr. Puckett was made in accordance with the Company’s Bylaws and corporate governance procedures. There are no arrangements or understandings between Mr. Puckett and any other person regarding his appointment as Interim Chairman, and there are no related-party transactions between Mr. Puckett and the Company that need to be disclosed under Item 404(a) of Regulation S-K.

 

 

 

 

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: August 15, 2025 By: /s/ Janine Grasso
  Name: Janine Grasso
  Title: Interim Chief Executive Officer