secwatch / observer

Brand Engagement Network Inc. — fact timeline

Source-grounded facts extracted from Brand Engagement Network Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

BNAI Brand Engagement Network Inc. JSON

Christian Unterseer was appointed as member of the Board at Brand Engagement Network Inc..

“the Board of Directors (the “Board”) of Brand Engagement Network Inc. (the “Company”) appointed Christian Unterseer to serve as a member of the Board, effective July 1, 2026.”
Material Agreements

Brand Engagement Network Inc. entered into Shareholder Agreement with INTERVENT International, LLC valued at 50/50 joint venture (effective 2026-06-08).

“On June 8, 2026, Brand Engagement Network, Inc. (the “Company” or “BEN”) entered into definitive agreements establishing INTERVENT Health AI, Inc.”
Equity Issuances

Brand Engagement Network Inc. issued 56,150 shares of common stock to Ben Capital Fund I, LLC and Joseph Bevash for $17.82 per share, $1,000,593 total.

“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”).”
Material Agreements

Brand Engagement Network Inc. entered into Securities Purchase Agreement with Ben Capital Fund I, LLC and Joseph Bevash valued at $1,000,593 (effective 2026-06-03).

“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”).”
Material Agreements

Brand Engagement Network Inc. entered into Reseller Agreement with HighTide Energy, Inc. d/b/a Accelevate Solutions valued at Licensor entitled to 35% of gross revenue (excluding hardware) from such sales (effective 2026-05-14).

“026, 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”).”
Material Agreements

Brand Engagement Network Inc. entered into Reseller Agreements with HighTide Energy, Inc. d/b/a Accelevate Solutions valued at 35% of gross revenue excluding hardware (effective 2026-05-07).

“On May 7, 2026, following the successful completion of due diligence, entered into two definitive Reseller Agreements (the “Commercial Agreements”) with Accelevate.”
Material Agreements

Brand Engagement Network Inc. entered into Purchase Agreement with Christian Unterseer, CUTV GmbH, Cuneo AG, and GForce 112 GmbH valued at $19.5 million (effective 2026-04-30).

“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 company incorporated under the laws of the Federal Republic of German (“GForce” and together with Unterseer, CUTV and Cuneo, the “Sellers”) (the “Purchase Agreement”) pursuant to which the Sellers have agreed to sell all of the outstanding equity interests of Cataneo GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany (“Cataneo”) to the Company for an aggregate purchase price of $19.5 million”
Equity Issuances

Brand Engagement Network Inc. issued an aggregate 25,492 shares of common stock to Ben Capital Fund I, LLC for $39.25 per share.

“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, 2026.”
Material Agreements

Brand Engagement Network Inc. entered into Securities Purchase Agreement with Ben Capital Fund I, LLC valued at total gross proceeds of $1,000,561 (effective 2026-04-21).

“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.”
Equity Issuances

Brand Engagement Network Inc. issued 24,000 shares of common stock to Ben Capital Fund I, LLC for $63.25 per share.

“the financing consisted of the sale of 24,000 shares of the Company’s common stock at a purchase price of $63.25 per share , funded in three equal installments of $506,000 each”
Material Agreements

Brand Engagement Network Inc. terminated Standby Equity Purchase Agreement with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP valued at up to $50.0 million (effective 2026-02-04).

“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.”
Equity Issuances

Brand Engagement Network Inc. issued 24,000 shares of common stock of common stock to Ben Capital Fund I, LLC for $1.518 million private placement, priced at $63.25 per share.

“BEN entered into a securities purchase agreement for a $1.518 million private placement with Ben Capital Fund I, LLC, priced at $63.25 per share, representing an issuance of 24,000 shares of common stock”
Equity Issuances

Brand Engagement Network Inc. issued 33,653 shares of Common Stock of common stock to warrant holders for total gross proceeds of $818,302.

“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”
Material Agreements

Brand Engagement Network Inc. entered into Securities Purchase Agreement with Ben Capital Fund I, LLC valued at $1,518,000 (effective 2026-01-29).

“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.”
Material Agreements

Brand Engagement Network Inc. entered into Vendor Services Project Agreement with a leading global advertising and communications agency, a unit of one of the world's largest advertising holding companies (effective 2025-12-19).

“On December 19, 2025, Brand Engagement Network, Inc. (the “Company” or “BEN”) entered into a Vendor Services Project Agreement with a leading global advertising and communications agency, a unit of one of the world’s largest advertising holding companies”
Equity Issuances

Brand Engagement Network Inc. issued 131,000 warrants of warrant to Joseph Bevash for $275,100 of debt.

“Joseph Bevash converted $275,100 of debt into 131,000 shares of common stock and received 131,000 warrants to purchase common stock at $2.10 per share, expiring in 90 days.”
Equity Issuances

Brand Engagement Network Inc. issued 131,000 shares of common stock of common stock to Joseph Bevash for $275,100 of debt.

“Joseph Bevash converted $275,100 of debt into 131,000 shares of common stock and received 131,000 warrants to purchase common stock at $2.10 per share, expiring in 90 days.”
Equity Issuances

Brand Engagement Network Inc. issued 166,700 shares of common stock of common stock to L5 LLC (or its assignee) for $350,070 of short-term liabilities.

“L5 LLC (or its assignee) converted $350,070 of short-term liabilities into 166,700 shares of common stock.”
Equity Issuances

Brand Engagement Network Inc. issued 133,040 warrants of warrant to BEN Capital Fund I, LLC for $279,384 of debt.

“BEN Capital Fund I, LLC converted $279,384 of debt into 133,040 shares of common stock and received 133,040 warrants to purchase common stock at $2.10 per share, expiring in 90 days.”
Equity Issuances

Brand Engagement Network Inc. issued 133,040 shares of common stock of common stock to BEN Capital Fund I, LLC for $279,384 of debt.

“BEN Capital Fund I, LLC converted $279,384 of debt into 133,040 shares of common stock and received 133,040 warrants to purchase common stock at $2.10 per share, expiring in 90 days.”
Equity Issuances

Brand Engagement Network Inc. issued common stock to BEN Capital Fund One LLC for $2.10 per share.

“On December 17, 2025, BEN Capital Fund One LLC, a long-term investor of the Company, converted $504,684 of matured debt into equity at a conversion price of $2.10 per share, fully satisfying the related principal, accrued interest, and loan fees.”
Governance Changes

Brand Engagement Network Inc.: Certified amendment to certificate of incorporation to effect a 1-for-10 reverse stock split of common stock, effective December 12, 2025 (effective 2025-12-12).

“On December 1, 2025, Brand Engagement Network Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-ten (1-for-10) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.0001 (the “Common Stock”), effective on December 12, 2025 at 12:01 am Eastern Time (the “Effective Time”).”
Governance Changes

Brand Engagement Network Inc.: Amended bylaws to reduce stockholder meeting quorum requirement from a majority to one-third of shares entitled to vote (effective 2025-11-26).

“On November 26, 2025, the Board of Directors of Brand Engagement Network Inc. approved a resolution by unanimous written consent to amend the Company’s existing bylaws to reduce the quorum requirement for stockholder meetings from a majority to one-third (1/3) of the shares entitled to vote.”
Listing & Compliance Notices

Brand Engagement Network Inc. received a nasdaq noncompliance notice notice regarding late filing (rules 5250(c)(1)).

“August 21, 2025 (the “Notice”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to file the Quarterly Report timely. The Company has 60 calendar days from August 21, 2025, or until October 20, 2025, to regain compliance by filing the Quarterly Report or to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rules. The Company intends to file the Quarterly Report as soon as possible. If the Company is unable to file the Quarterly Report by October 20, 2025, it intends to submit a pla”
Listing & Compliance Notices

Brand Engagement Network Inc. received a nasdaq extension granted notice regarding minimum bid price (rules 5810(c)(3)(A), 5550(a)).

“July 1, 2025, the Company received a letter (the “Extension Notice”) from Nasdaq notifying the Company that it has been granted an extension of 180 calendar days (the “Extension”), or until December 29, 2025, to regain compliance with the Minimum Bid Price Requirement under Nasdaq Listing Rule 5550(a). If, at any time before December 29, 2025, the bid price for the Company’s common stock closes at $1.00 or more for a minimum of 10 consecutive business days, Nasdaq will provide written notification to the Company that it has regained compliance with the Minimum Bid Price Requirement (unless Nas”
Debt Financings

Brand Engagement Network Inc. incurred credit facility of up to $3,500,000 with Corps Capital Advisors, LLC at 10.0% maturing December 5, 2025.

“On June 5, 2025, the Company entered into a Line Of Credit Agreement (“Line of Credit”) with Corps Capital Advisors, LLC, a Texas Limited Liability Company (the “Lender”) whereby the Lender is extending to the Company a line of credit facility of up to $3,500,000”
Listing & Compliance Notices

Brand Engagement Network Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“May 21, 2025 (the “Notice”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file the Quarterly Report. The Company has 60 calendar days from May 21, 2025, or until July 20, 2025, to regain compliance by filing the Quarterly Report or to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. The Company intends to file the Quarterly Report as soon as possible. If the Company is unable to file the Quarterly Report by July 20, 2025, the Company intends to submit a plan w”
Listing & Compliance Notices

Brand Engagement Network Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

“ng the Company that, for the previous 30 consecutive business days, the closing bid price for the Company’s common stock, par value $0.0001 per share (the “Common Stock”), had been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”). The Notice has no effect at this time on the Common Stock, which continues to trade on The Nasdaq Global Market under the symbol “BNAI”. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar day”
Listing & Compliance Notices

Brand Engagement Network Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).

“December 30, 2024, Brand Engagement Network Inc., a Delaware corporation (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)”

Walid Khiari was appointed as Chief Financial Officer and Chief Operating Officer at Brand Engagement Network Inc..

“On November 7, 2024, the Board of Directors (the “Board”) of the Company appointed Walid Khiari to serve as the Chief Financial Officer and Chief Operating Officer of the Company, effective on the day immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Appointment Date”).”

Bill Williams resigned as Chief Financial Officer at Brand Engagement Network Inc..

“On November 1, 2024, Bill Williams, tendered his resignation as Chief Financial Officer of Brand Engagement Network Inc., a Delaware corporation (the “Company”), effective December 1, 2024 or an earlier date in the discretion of the Company.”

Dr. Richard Isaacs was appointed as Class I director at Brand Engagement Network Inc..

“On August 26, 2024, in connection with the Financing, the Board appointed Dr. Richard Isaacs as a Class I director of the Company, effective upon the Initial Closing Date to fill an existing vacancy on the Board.”

Paul Chang was appointed as Class II director at Brand Engagement Network Inc..

“On August 21, 2024, the Board appointed Paul Chang as a Class II director of the Company, effective immediately”

Paul Chang changed role as Chief Executive Officer at Brand Engagement Network Inc..

“Effective upon the Separation Effective Date, Paul Chang’s title was changed to Chief Executive Officer, effective immediately”

Michael Zacharski resigned as Co-Chief Executive Officer at Brand Engagement Network Inc..

“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”

Michael Zacharski was appointed as Co-Chief Executive Officer at Brand Engagement Network Inc..

“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.”

Michael Zacharski changed role as Co-Chief Executive Officer at Brand Engagement Network Inc..

“concurrently with such appointment, Mr. Michael Zacharski, who currently serves as the Company’s Chief Executive Officer, will become Co-Chief Executive Officer.”

Paul Chang was appointed as Co-Chief Executive Officer at Brand Engagement Network Inc..

“On May 28, 2024, the Board appointed Paul Chang, the Company’s Global President, as the Co-Chief Executive Officer of the Company, effective immediately, with full power and authority of a Chief Executive Officer as prescribed in the Bylaws of the Company, to serve in such capacity until his successor is elected and qualified or until his earlier death, resignation, or removal”
Earnings Releases

Brand Engagement Network Inc. reported financial results for first quarter ended March 31 st , 2024.

“On May 14, 2024, Brand Engagement Network Inc., a Delaware corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2024.”
Governance Changes

Brand Engagement Network Inc.: BEN ceased being a shell company as a result of the Business Combination.

“As a result of the Business Combination, BEN ceased being a shell company.”
M&A Transactions

Brand Engagement Network Inc. completed an acquisition involving Brand Engagement Network Inc. (Prior BEN) (closed 2024-03-14).

“Following the Domestication, on March 14, 2024, pursuant to the Business Combination Agreement, Merger Sub merged with and into Prior BEN (the “Merger”), with Prior BEN surviving the Merger as a direct, wholly owned subsidiary of BEN.”
M&A Transactions

Brand Engagement Network Inc. underwent a change of control (closed 2024-03-14).

“On March 14, 2024 (the “Closing Date”), the registrant consummated the previously announced business combination (the “Closing”) pursuant to the Business Combination Agreement, dated September 7, 2023 (as amended, the “Business Combination Agreement”), by and among DHC Acquisition Corp., a Cayman Islands exempted company (“DHC”), Brand Engagement Network Inc., a Wyoming corporation (“Prior BEN”), BEN Merger Subsidiary Corp., a Delaware corporation and a direct, wholly owned subsidiary of DHC (“Merger Sub”) and DHC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).”
Material Agreements

Brand Engagement Network Inc. entered into Shareholder Subscription Agreements with certain of Prior BEN’s shareholders, including Jon Leibowitz.

“In connection with the closing of the Business Combination, BEN entered into subscription agreements (the “Shareholder Subscription Agreements”) with certain of Prior BEN’s shareholders, including Jon Leibowitz, a director of BEN (the “Subscribing Shareholders”), to purchase an aggregate of 25,000 shares of Common Stock at a price per share of $10.00.”
Material Agreements

Brand Engagement Network Inc. amended Registration Rights Agreement with Sponsor and October 3 rd Holdings, LLC (effective 2024-03-14).

“On March 14, 2024, in connection with the completion of the Business Combination and as contemplated by the Business Combination Agreement, BEN, the Sponsor and October 3 rd Holdings, LLC (“October 3 rd ”) entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”).”

Thomas Morgan, Jr. resigned as executive officer at Brand Engagement Network Inc..

“Effective upon the Closing Date, each of Christopher Gaertner and Thomas Morgan. Jr. resigned as executive officers of DHC.”

Christopher Gaertner resigned as executive officer at Brand Engagement Network Inc..

“Effective upon the Closing Date, each of Christopher Gaertner and Thomas Morgan. Jr. resigned as executive officers of DHC.”

Kathleen Hildreth resigned as director at Brand Engagement Network Inc..

“Effective upon the Closing Date, each of Joseph DePinto, Richard Dauch and Kathleen Hildreth resigned as directors of DHC.”

Richard Dauch resigned as director at Brand Engagement Network Inc..

“Effective upon the Closing Date, each of Joseph DePinto, Richard Dauch and Kathleen Hildreth resigned as directors of DHC.”

Joseph DePinto resigned as director at Brand Engagement Network Inc..

“Effective upon the Closing Date, each of Joseph DePinto, Richard Dauch and Kathleen Hildreth resigned as directors of DHC.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.