---
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"
generated_at: "2026-05-31T08:07:10.179296+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Co-CEO Zacharski resigns; Paul Chang appointed sole CEO; $360K fees converted to shares

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 3.02, 8.01, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-033580
- JSON: https://secwatch.observer/filing/0001493152-24-033580.json
- Plain text: https://secwatch.observer/filing/0001493152-24-033580.txt

## Key facts
- Executive change
  Michael Zacharski resigned as Co-Chief Executive Officer at Brand Engagement Network Inc..
  - Action: resigned
  - Role: Co-Chief Executive Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224033580/0001493152-24-033580-index.htm
- Executive change
  Paul Chang was appointed as Class II director at Brand Engagement Network Inc..
  - Action: appointed
  - Role: Class II director
  source text: On August 21, 2024, the Board appointed Paul Chang as a Class II director of the Company, effective immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224033580/0001493152-24-033580-index.htm
- Executive change
  Paul Chang changed role as Chief Executive Officer at Brand Engagement Network Inc..
  - Action: changed
  - Role: Chief Executive Officer
  source text: Effective upon the Separation Effective Date, Paul Chang’s title was changed to Chief Executive Officer, effective immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/1838163/000149315224033580/0001493152-24-033580-index.htm

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