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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
The issuance of 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.
of this Current Report on Form 8-K is incorporated by reference in response to this
Regulation FD Disclosure. On April 30, 2026, Brand Engagement Network Inc., a Delaware corporation (the “Company”) entered into a Share Purchase and Transfer Agreement with Christian Unterseer, in his individual capacity (“Unterseer”), CUTV GmbH, a limited liability company incorporated under the laws of 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 comp…
Entry into a Material Definitive Agreement . On June 8, 2026, Brand Engagement Network, Inc. (the “Company” or “BEN”) entered into definitive agreements establishing INTERVENT Health AI, Inc. in the State of Delaware (“INTERVENT Health AI”), a healthcare artificial intelligence joint venture formed with INTERVENT International, LLC (“INTERVENT”) to develop, deploy and commercialize AI-powered health coaching solutions utilizing BEN’s conversational AI and INTERVENT’s clinically validated heal…
Unregistered Sales of Equity Securities The information set forth in
Entry into a Material Definitive Agreement. Additionally, on June 3, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Ben Capital Fund I, LLC and Joseph Bevash for a private placement of an aggregate 56,150 shares of the Company’s common stock at a purchase price of $17.82 per share (the “Purchase Price”), for total gross proceeds of $1,000,593 (the “Proceeds”). The Purchase Price represents 120% of the closing price of the Com…
Other Events. As previously disclosed in Current Reports on Form 8-K filed on April 22, 2026 and May 11, 2026, Brand Engagement Network, Inc. (“BEN” or the “Company”) entered into a letter agreement and reseller arrangements with HighTide Energy, Inc. d/b/a Accelevate Solutions (“Accelevate”) in connection with a strategic investment and commercial collaboration in the commercial fleet sector. Pursuant to the commercial arrangements, the parties agreed to mutual resale and distribution rights…
Unregistered Sales of Equity Securities. The information set forth in
Entry into a Material Definitive Agreement. As previously disclosed in the Current Report on Form 8-K filed by Brand Engagement Network Inc. (the “Company”) on April 22, 2026, the Company entered into a letter agreement with HighTide Energy, Inc. d/b/a Accelevate Solutions (“Accelevate”) regarding a strategic investment and commercial collaboration (the “Letter Agreement”). On May 14, 2026, the Company entered into a definitive Reseller Agreement (the “Commercial Agreement”) with Accelevate.…
Entry into a Material Definitive Agreement. As previously disclosed in the Current Report on Form 8-K filed by Brand Engagement Network Inc. (the “Company”) on April 22, 2026, the Company entered into a letter agreement with HighTide Energy, Inc. d/b/a Accelevate Solutions (“Accelevate”) regarding a strategic investment and commercial collaboration (the “Letter Agreement”). On May 7, 2026, following the successful completion of due diligence, entered into two definitive Reseller Agreements (t…
The issuance of the Equity Consideration will be completed 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.
Entry into a Material Definitive Agreement. On April 30, 2026, Brand Engagement Network Inc., a Delaware corporation (the “Company”) entered into a Share Purchase and Transfer Agreement with Christian Unterseer, in his individual capacity (“Unterseer”), CUTV GmbH, a limited liability company incorporated under the laws of 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 limi…
Regulation FD Disclosure. On April 30, 2026, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release announcing the proposed transaction is furnished as Exhibit 99.1 hereto. The information in this Item 7.01, including Exhibit 99.1 attached hereto, 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 liabilitie…
Unregistered Sales of Equity Securities The information set forth in
Entry into a Material Definitive Agreement. Additionally, on April 21, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Ben Capital Fund I, LLC for a private placement of an aggregate 25,492 shares of the Company’s common stock at a purchase price of $39.25 per share (the “Purchase Price”), for total gross proceeds of $1,000,561. The Purchase Price represents 120% of the closing price of the Company’s common stock on April 21,…
Entry into a Material Definitive Agreement. On April 21, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a letter agreement with HighTide Energy, Inc., doing business as Accelevate Solutions (“Accelevate”), setting forth certain binding and non-binding provisions relating to a proposed strategic investment and commercial collaboration. Investment Terms Pursuant to the letter agreement, the Company expects to invest up to $1,000,000 in Accelevate, including an initial payment…
Regulation FD Disclosure. On April 22, 2026, the Company issued a press release announcing the proposed investment and collaboration with Accelevate. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing unde…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On March 20, 2026, Bernard Puckett notified the Board of Directors (the “Board”) of Brand Engagement Network Inc. (the “Company”) that, following the conclusion of his two-year term on the Board of Directors, he will step down as Chairman of the Board and resign as a member of the Board of Directors, effective March 31, 2026. Mr. Puckett served as I…
Unregistered Sales of Equity Securities On March 9, 2026 , Brand Engagement Network, Inc. (the “Company”) completed the third and final closing under the Securities Purchase Agreement with Ben Capital Fund I, LLC previously disclosed in the Company’s Current Report on Form 8-K filed January 30, 2026. In connection with the final closing, the Company received the third installment payment of $506,000 , completing the previously announced $1,518,000 private placement . The financing consisted o…
Other Events On March 4, 2026, Brand Engagement Network, Inc. (“BEN” or the “Company”) completed the closing of its previously disclosed AI licensing partnership in Africa, originally announced on January 21, 2026. The transaction includes a $2.050 million AI licensing agreement and establishes Skye Africa Intelligence Pty Ltd as the operating entity responsible for deploying BEN’s conversational AI technologies in select African markets. The partnership was formed with Valio Technologies (Pt…
Termination of a Material Definitive Agreement On February 4, 2026, Brand Engagement Network, Inc. (the “Company”) terminated its Standby Equity Purchase Agreement dated August 26, 2024 (the “Agreement”) with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP. The Agreement previously permitted the Company to sell up to $50.0 million of its common stock to the investor from time to time, subject to specified conditions. Brand Engagement Network, Inc. elected to terminate the facili…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Unregistered Sales of Equity Securities On January 29, 2026, the Company issued an aggregate of 33,653 shares of Common Stock upon the cash exercise of outstanding warrants, generating total gross proceeds of $818,302 as follows: ● 19,750 shares exercised at $25.00 per share, resulting in gross proceeds of $493,750; ● 8,202 shares exercised at $37.00 per share, resulting in gross proceeds of $303,474; and ● 5,701 shares exercised at $3.70 per share, resulting in gross proceeds of $21,078.70.…
Entry into a Material Definitive Agreement On January 29, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Ben Capital Fund I, LLC for a private placement of 24,000 shares of the Company’s common stock at a purchase price of $63.25 per share, for total gross proceeds of $1,518,000. The investment will be funded in three equal installments of $506,000, with closings expected to occur on January 30, 2026, February 25, 2026, and M…
Unregistered Sales of Equity Securities. On January 27, 2026, Brand Engagement Network, Inc. (the “Company”) issued an aggregate of 93,313 shares of its common stock, par value $0.0001 per share (the “Common Stock”), in connection with the exercise of certain warrants by investors and the conversion of debt. Specifically: ● The Company received $1,456,332 in cash proceeds from the exercise of warrants, incentive stock options (ISOP) and long-term incentive plan (LTIP) with strike prices rangi…
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