---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-026344"
form_type: "8-K"
ticker: "BNAI"
cik: "0001838163"
company_name: "Brand Engagement Network Inc."
filed_at: "2024-07-05T23:59:59+00:00"
generated_at: "2026-05-31T23:23:40.868653+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Brand Engagement Network names Michael Zacharski Co-CEO, grants $500k bonus, extends option to 2033

## Summary
- Second Amendment to Employment Agreement: Michael Zacharski earns $500k Merger Bonus, 50% in restricted stock and 50% cash by Sep 30 or acquisition, whichever earlier.
- Effective June 24, 2024, Zacharski becomes Co-CEO with duties limited to strategic advice on M&A, reporting to Board.
- Option Agreement amended to extend exercise period to March 15, 2033; expiration not accelerated except for Cause.
- Debt conversion: 93,333 shares issued at $4.50/share to October 3rd Holdings to convert $420k subsidiary debt.
- Securities Purchase Agreement: sale of 120k shares and 240k warrants at $2.50/share for $300k total.

## SEC filing metadata
- accession: 0001493152-24-026344
- form_type: 8-K
- ticker: BNAI
- cik: 0001838163
- company_name: Brand Engagement Network Inc.
- filed_at: 2024-07-05T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1838163/000149315224026344/0001493152-24-026344-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1838163/000149315224026344/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-026344
- JSON: https://secwatch.observer/filing/0001493152-24-026344.json
- Plain text: https://secwatch.observer/filing/0001493152-24-026344.txt

## Key facts
- Executive change
  Michael Zacharski was appointed as Co-Chief Executive Officer at Brand Engagement Network Inc..
  - Action: appointed
  - Role: Co-Chief Executive Officer
  source text: Mr. Zacharski will serve as the Company's Co-Chief Executive Officer with responsibilities, duties and authority limited solely to providing strategic advice to the Company related to potential acquisitions and related transactions, reporting directly to the Board of Directors of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224026344/0001493152-24-026344-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.