Recent 8-K filings for BNAI

• June 3, 2026, 5:13 PM ET other material materiality 0.60 neutral item 8.01item 3.02item 9.01

  Brand Engagement Network closes $1M investment in Accelevate; receives warrant for additional shares

  Closed $1M investment in HighTide Energy d/b/a Accelevate Solutions, acquiring 243,309 shares at $4.11 per share.

• May 20, 2026, 6:05 AM ET other material materiality 0.55 positive item 8.01item 9.01

  Brand Engagement Network granted U.S. patent for AI gesture generation from text

  Granted U.S. Patent No. 12,633,027 for 'Systems and Methods for Gesture Generation From Text' on May 19, 2026.

• May 18, 2026, 6:10 AM ET other material materiality 0.60 positive item 1.01item 7.01item 9.01

  Brand Engagement Network signs exclusive African reseller deal with Accelevate (HighTide Energy)

  Definitive Reseller Agreement executed May 14, 2026, granting exclusive rights for African continent via subsidiary SKYE AI USA.

• May 11, 2026, 7:59 PM ET other material materiality 0.60 positive item 1.01item 7.01item 9.01 ◈ Material Agreements

  BEN invests $1M in Accelevate, signs exclusive Mexico reseller and global deal

  Executed two definitive Reseller Agreements with Accelevate on May 7, 2026: exclusive Mexico (5-year) and global (excl. Mexico/LATAM).

• April 30, 2026, 7:59 PM ET M&A materiality 0.75 positive item 1.01item 3.02item 7.01item 9.01 ◈ Material Agreements

  BEN acquires Cataneo GmbH for $19.5M in cash and stock; co-founder to join board

  Purchase price $19.5M: $9M cash + 250,792 shares of BEN common stock valued at $37.88/share.

• April 23, 2026, 7:59 PM ET other material materiality 0.55 neutral item 1.01item 3.02item 7.01item 9.01 ◈ Material Agreements

  Brand Engagement Network raises $1.0M in private placement at 120% premium; also $1.1M from warrant exercises

  Entered SPA with Ben Capital Fund I, LLC for 25,492 shares at $39.25/share (120% of closing price), gross proceeds $1,000,561.

• April 22, 2026, 7:59 PM ET other material materiality 0.60 positive item 1.01item 7.01item 9.01

  BEN signs term sheet to invest up to $1M in Accelevate fleet AI, announces new patent

  BEN to invest up to $1M in Accelevate; initial $250K for commercialization, $750K upon signing definitive agreements.

• March 31, 2026, 7:59 PM ET other material materiality 0.55 positive item 7.01

  Brand Engagement Network strengthens balance sheet with ~$7.1M in Q1 capital activities

  Strengthened balance sheet by approx. $7,056,480 via financing, debt conversions, and non-cash items.

• March 25, 2026, 7:59 PM ET leadership materiality 0.60 neutral item 5.02item 9.01

  Brand Engagement Network Chairman Bernard Puckett to resign March 31; Jon Leibowitz appointed Chairman effective April 1

  Bernard Puckett resigns as Chairman and Board member effective March 31, 2026; departure not due to any disagreement.

• March 9, 2026, 7:59 PM ET other materiality 0.30 neutral item 3.02

  Completes final closing of $1.518M private placement with Ben Capital Fund I

  Third and final installment of $506,000 received on March 9, 2026.

• March 5, 2026, 6:59 PM ET other material materiality 0.50 neutral item 8.01item 9.01

  BEN closes $2.05M AI licensing partnership in Africa with Valio Technologies

  Partnership closed March 4, 2026; $2.050M AI licensing agreement with Valio Technologies (Pty) Ltd.

• February 5, 2026, 6:59 PM ET other material materiality 0.60 positive item 1.02item 9.01 ◈ Material Agreements

  Brand Engagement Network terminates $50M standby equity purchase agreement with Yorkville

  Terminated Standby Equity Purchase Agreement with YA II PN, Ltd. effective Feb 4, 2026; no penalties or continuing obligations.

• January 30, 2026, 6:59 PM ET other material materiality 0.60 positive item 1.01item 2.03item 3.02item 8.01item 9.01 ◈ Material Agreements

  Brand Engagement Network raises $1.518M in private placement, collects $818K from warrant exercises, repays $640K debt

  Private placement of 24,000 shares at $63.25/share for $1.518M gross proceeds with Ben Capital Fund I, LLC in three installments.

• January 29, 2026, 6:59 PM ET other material materiality 0.30 neutral item 7.01item 9.01

  Brand Engagement Network issues 48,702 shares on warrant exercises, receives $1.3M

  Issued 48,702 common shares upon exercise of previously registered warrants on Jan 28, 2026.

• January 28, 2026, 6:59 PM ET other material materiality 0.50 positive item 3.02item 8.01item 9.01

  Brand Engagement Network receives $1.46M from warrant exercises, converts $737K debt, updates warrants

  Received $1,456,332 cash from warrant/option exercises with strike prices $16.58–$37.00/share.

• January 28, 2026, 6:59 PM ET other material materiality 0.60 positive item 3.02item 8.01item 9.01

  BEN issues 93,313 shares from warrant exercises and debt conversion; public warrants adjusted after reverse split

  Received $1.46M cash from exercises of warrants, ISOs, LTIP at $16.58-$37.00/share.

• January 21, 2026, 6:59 PM ET other material materiality 0.75 positive item 1.01item 9.01 ◈ Material Agreements

  BEN signs $2.05M AI licensing partnership in Africa; 25% equity, 35% rev share

  $2,050,000 preferred equity contribution from newly formed South Africa entity to BEN, recognized as IP licensing revenue.

• December 31, 2025, 6:59 PM ET other materiality 0.50 positive item 8.01item 9.01

  Brand Engagement Network regains compliance with Nasdaq minimum bid price rule

  Nasdaq confirmed compliance on Dec 31, 2025 after 12 consecutive business days (Dec 12-30, 2025) of closing bid price at or above $1.00.

• December 29, 2025, 6:59 PM ET other material materiality 0.50 positive item 1.01item 9.01 ◈ Material Agreements

  BEN signs AI solution deal with top ad agency for pharma client; $250K Q4 rev

  Agreement with unit of one of world's largest ad holding companies for custom AI solution for top-10 pharma client; parties confidential pending formal release.

• December 22, 2025, 6:59 PM ET other material materiality 0.60 positive item 1.01item 2.03item 3.02item 7.01item 8.01item 9.01

  BEN reduces Q4 2025 liabilities by ~$2.5M via debt-to-equity conversions

  Converted $1.25M of debt and liabilities into equity at $2.10/share; $899,934 in loans and $350,070 in short-term liabilities satisfied.

• December 18, 2025, 6:59 PM ET other material materiality 0.60 positive item 1.01item 2.03item 8.01item 3.02item 9.01

  BNAI converts $504,684 debt to equity at $2.10/share; cuts liabilities by $1.24M

  BEN Capital Fund One LLC converted $504,684 matured debt into 240,326 shares at $2.10 per share, extinguishing principal, interest, and fees.

• December 11, 2025, 6:59 PM ET other material materiality 0.75 positive item 8.01item 9.01

  BEN forms Skye Salud JV with KNOBLOCH to deploy sovereign AI healthcare platform in Mexico

  Skye Salud JV: Skye Inteligencia LATAM and KNOBLOCH each 50% ownership; BEN receives 35% of applicable gross revenues from Skye Inteligencia LATAM ops including Skye Salud.

• December 1, 2025, 6:59 PM ET other material materiality 0.55 neutral item 3.03item 5.03item 9.01 ◈ Governance Changes

  Brand Engagement Network announces 1-for-10 reverse stock split to regain Nasdaq compliance

  Reverse stock split effective December 12, 2025; every ten shares combine into one share.

• November 28, 2025, 6:59 PM ET other material materiality 0.55 neutral item 5.03item 5.07item 9.01 ◈ Governance Changes

  Brand Engagement Network cuts quorum to 1/3; shareholders approve reverse stock split

  Bylaw amendment reduces stockholder meeting quorum from majority to one-third of shares entitled to vote.

• November 10, 2025, 6:59 PM ET other material materiality 0.75 positive item 1.01item 8.01item 9.01

  BEN announces $5M AI licensing partnership with SKYE LATAM for Latin America, Spain

  $5,000,000 preferred equity contribution from SKYE LATAM recognized as IP licensing revenue.

• October 14, 2025, 7:59 PM ET earnings materiality 0.70 positive item 2.02item 9.01

  Brand Engagement Network reports Q2 net income of $0.9M vs. prior loss; revenue $5K

  Revenue of $5K in Q2 2025 vs. none in Q2 2024; net income of $0.9M vs. net loss of $3.0M.

• September 19, 2025, 7:59 PM ET M&A materiality 0.65 negative item 1.02item 5.02item 7.01item 8.01

  Brand Engagement Network terminates $19.5M Cataneo acquisition; appoints insider to board

  Terminated $19.5M Cataneo acquisition; Seller withdrew with immediate effect. Company will pay $100K final payment, total non-refundable ~$650K.

• September 12, 2025, 7:59 PM ET leadership materiality 0.70 negative item 5.02item 8.01

  BNAI appoints Tyler Luck as Acting CEO; interim CEO resigns, board member departs with dispute

  Tyler Luck appointed Acting CEO effective Sept 10, 2025; continues as CPO and Board member.

• August 27, 2025, 7:59 PM ET regulatory materiality 0.80 negative item 3.01item 7.01item 9.01 ◈ Listing & Compliance Notices

  Brand Engagement Network receives Nasdaq non-compliance notice for late 10-Q filing

  Received Nasdaq notice on August 21, 2025 for failing to file Quarterly Report on Form 10-Q for quarter ended June 30, 2025.

• August 18, 2025, 7:59 PM ET leadership materiality 0.45 neutral item 5.02

  Bernard Puckett appointed Interim Chairman of Brand Engagement Network, replacing Chris Gaertner

  Appointment effective August 14, 2025; Gaertner remains a Board member.

• July 21, 2025, 7:59 PM ET other materiality 0.35 neutral item 8.01

  Brand Engagement Network postpones 2025 annual shareholder meeting citing strategic priorities

  Annual meeting originally set for July 22, 2025, postponed to a later date.

• July 15, 2025, 7:59 PM ET leadership materiality 0.65 neutral item 5.02item 8.01

  Brand Engagement Network appoints Janine Grasso as Interim CEO; reduces liabilities $4.25M

  Appointed Janine Grasso as Interim CEO, effective July 14, 2025, replacing Paul Chang.

• July 2, 2025, 7:59 PM ET regulatory materiality 0.65 negative item 3.01 ◈ Listing & Compliance Notices

  Brand Engagement Network receives Nasdaq extension to Dec 29, 2025 to regain $1 minimum bid price

  Received 180-day extension from Nasdaq until December 29, 2025 to meet the $1.00 minimum bid price requirement.

• June 24, 2025, 7:59 PM ET other materiality 0.00 neutral item 8.01

  Brand Engagement Network schedules 2025 Annual Meeting for July 22, 2025

  Annual meeting set for July 22, 2025; record date June 24, 2025.

• June 10, 2025, 7:59 PM ET other material materiality 0.40 neutral item 1.01item 2.03item 2.02item 9.01 ◈ Debt Financings

  Brand Engagement Network obtains $3.5M credit line, Q1 press release lacks financial results

  Entered $3.5M line of credit with Corps Capital Advisors on June 5, 2025; 10% p.a. interest, matures Dec 5, 2025; no draw as of filing.

• May 30, 2025, 7:59 PM ET M&A materiality 0.60 neutral item 1.01item 9.01

  Brand Engagement Network extends Cataneo acquisition deadline to June 30, 2025

  Addendum II temporarily suspends sellers' withdrawal right until June 30, 2025; right lapsed on April 30, 2025.

• May 23, 2025, 7:59 PM ET regulatory materiality 0.60 negative item 3.01item 7.01item 9.01

  BNAI receives Nasdaq non-compliance notice for late Q1 10-Q filing

  Received Nasdaq letter on May 21, 2025 for failure to timely file Q1 2025 Form 10-Q.

• March 28, 2025, 7:59 PM ET earnings materiality 0.75 positive item 2.02item 9.01

  BEN announces $19.5M Cataneo acquisition, new CFO, and Cox partnership in Q4 release

  Agreed to acquire Cataneo GmbH for $19.5M in cash and stock; closing targeted Q2 2025.

• February 12, 2025, 6:59 PM ET M&A materiality 0.55 neutral item 1.01item 9.01

  Brand Engagement Network amends Cataneo acquisition terms; adds $350K down payment, extends deadline to April 30

  Original $19.5M purchase price ($9M cash + 4.2M shares at $2.50) unchanged; $350K initial down payment due by Feb 13, 2025.

• January 17, 2025, 6:59 PM ET litigation materiality 0.75 negative item 1.02item 7.01item 8.01item 9.01

  BEN terminates AFG reseller agreement, files lawsuit alleging fraud and ransomware concealment

  Terminated Exclusive Reseller Agreement with AFG Companies; filed lawsuit against AFG and CEO Ralph Wright Brewer III.

• January 14, 2025, 6:59 PM ET other material materiality 0.70 negative item 1.01item 3.02item 9.01

  BNAI enters warrant exercise agreement; reduces exercise price to $1.96; raises ~$2.1M

  Exercise price of 1,074,999 May Warrants reduced to $1.96/share; Purchasers commit to cash exercise by Mar 27, 2025.

• January 6, 2025, 6:59 PM ET regulatory materiality 0.60 negative item 3.01 ◈ Listing & Compliance Notices

  BNAI receives Nasdaq deficiency notice for bid price below $1.00; cure period until June 2025

  Nasdaq notified BNAI that common stock closing bid price was below $1.00 for 30 consecutive business days, violating Listing Rule 5450(a)(1).

• November 14, 2024, 6:59 PM ET earnings materiality 0.65 positive item 2.02item 9.01

  BEN reports Q3 revenue increase, operating loss improved; announces $19.5M acquisition of Cantaneo

  Q3 2024 revenue rose year-over-year; specific amounts not disclosed.

• November 8, 2024, 6:59 PM ET leadership materiality 0.60 positive item 5.02item 7.01item 9.01 ◈ executive_change

  Brand Engagement Network appoints Walid Khiari as CFO and COO effective Nov 18, 2024

  Appointed Walid Khiari as CFO and COO, effective November 18, 2024.

• November 7, 2024, 6:59 PM ET leadership materiality 0.50 neutral item 5.02 ◈ executive_change

  Brand Engagement Network CFO Bill Williams resigns, effective Dec 1, 2024

  CFO Bill Williams resigned effective December 1, 2024 (or earlier at company discretion).

• October 30, 2024, 7:59 PM ET M&A materiality 0.80 positive item 1.01item 3.02item 7.01item 8.01item 9.01

  BEN agrees to acquire German media tech company Cataneo GmbH for $19.5M

  Total purchase price $19.5M: $9M cash + 4.2M shares of BEN common stock valued at $2.50/share.

• October 7, 2024, 7:59 PM ET other material materiality 0.50 neutral item 1.01item 9.01

  Brand Engagement Network amends SPA to restrict SEPA share issuances below $5.00 per share until Jan 2025

  Amendment prohibits issuing SEPA shares below $5.00/share until Jan 1, 2025.

• August 26, 2024, 7:59 PM ET other material materiality 0.75 positive item 1.01item 3.02item 5.02item 7.01item 9.01 ◈ executive_change

  BEN raises $5.925M in private placement at $5.00/share, secures $50M SEPA with Yorkville

  Private placement of 1,185,000 shares at $5.00/share for $5.925M aggregate; monthly installments through April 2025.

• August 22, 2024, 7:59 PM ET leadership materiality 0.65 neutral item 3.02item 8.01item 5.02item 7.01item 9.01 ◈ executive_change ×3

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

  Michael Zacharski resigned as co-CEO and director effective Aug 16, 2024; no disagreement with management.

• August 14, 2024, 7:59 PM ET earnings materiality 0.40 neutral item 2.02item 9.01

  BEN reports Q2 2024 progress with partnerships and $4.95M private placement; no financial figures disclosed

  Promoted Paul Chang to Co-CEO, overseeing commercial operations and market validation.

Executive changes

Earnings & guidance

Materiality & sentiment trend

Max materiality 0.80 · Median 0.60 · Most common event other_material

23 positive 8 negative 19 neutral

source · BNAI on sec.gov