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.
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”
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.”
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.”
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”
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 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.”
Thomas Morgan, Jr. was appointed as director at Brand Engagement Network Inc..
“Immediately following close of the Business Combination, the members of the Board unanimously appointed Mr. Thomas Morgan, Jr. to fill one of the existing vacancies of the Board.”
Janine Grasso was elected as director at Brand Engagement Network Inc..
“At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination.”
Jon Leibowitz was elected as director at Brand Engagement Network Inc..
“At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination.”
Christopher Gaertner was elected as director at Brand Engagement Network Inc..
“At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination.”
Bernard Puckett was elected as director at Brand Engagement Network Inc..
“At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination.”
Tyler J. Luck was elected as director at Brand Engagement Network Inc..
“At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination.”
Michael Zacharski was elected as director at Brand Engagement Network Inc..
“At the Special Meeting each of Michael Zacharski, Tyler J. Luck, Bernard Puckett, Christopher Gaertner, Jon Leibowitz and Janine Grasso were elected to serve as directors of BEN, effective upon completion of the Business Combination.”
Listing & Compliance Notices
Brand Engagement Network Inc. received a nasdaq delisting notice notice regarding other (rules IM-5101-2).
“March 5, 2024, the Company received a notice (the “Deadline Notice”) from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by March 12, 2024, trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on March 14, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IP”
Listing & Compliance Notices
Brand Engagement Network Inc. received a nasdaq deficiency notice notice regarding other (rules 5620(a)).
“January 11, 2024, DHC Acquisition Corp (the “Company”) received a notice (the “Annual Meeting Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company had 45 calendar days (or until February 26, 2024) to submit a plan to regain compliance. In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company submitted”
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.