{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-033580","form_type":"8-K","ticker":"BNAI","cik":"0001838163","company_name":"Brand Engagement Network Inc.","filed_at":"2024-08-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:14.815915+00:00","generated_at":"2026-05-31T08:07:10.179296+00:00","sec_items":["3.02","8.01","5.02","7.01","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Co-CEO Zacharski resigns; Paul Chang appointed sole CEO; $360K fees converted to shares","bullets":["Michael Zacharski resigned as co-CEO and director effective Aug 16, 2024; no disagreement with management.","Separation benefits: $250,000 bonus, $91,666.67 cash payment, forfeiture of 1,012,875 options; 337,625 options extended.","Paul Chang appointed CEO (from co-CEO) and Class II director, effective immediately.","Company issued 151,261 shares at $2.38 to DHC Sponsor to convert $360,000 in outstanding fees.","Shares issued in unregistered transaction under Section 4(a)(2) and Regulation D."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-033580","json":"https://secwatch.observer/filing/0001493152-24-033580.json","markdown":"https://secwatch.observer/filing/0001493152-24-033580.md","text":"https://secwatch.observer/filing/0001493152-24-033580.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1838163/000149315224033580/0001493152-24-033580-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1838163/000149315224033580/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-31T08:07:10.179296+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0cb3eeb808","claim":"Michael Zacharski resigned as Co-Chief Executive Officer at Brand Engagement Network Inc..","evidence_excerpt":"Mr. Zacharski tendered his resignation as Co-Chief Executive Officer of the Company and as a member of the Company’s board of directors (the “Board”) on the Separation Date, which resignation was effective as of August 16, 2024","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1838163/000149315224033580/0001493152-24-033580-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Co-Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"0d2e65909a","claim":"Paul Chang was appointed as Class II director at Brand Engagement Network Inc..","evidence_excerpt":"On August 21, 2024, the Board appointed Paul Chang as a Class II director of the Company, effective immediately","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1838163/000149315224033580/0001493152-24-033580-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Class II director"}],"fact_type":"executive_change"},{"claim_id":"7b93d2b0d1","claim":"Paul Chang changed role as Chief Executive Officer at Brand Engagement Network Inc..","evidence_excerpt":"Effective upon the Separation Effective Date, Paul Chang’s title was changed to Chief Executive Officer, effective immediately","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1838163/000149315224033580/0001493152-24-033580-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"changed"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}