UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of the ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported): March 9, 2026~~1934

~~Brand~~Date ~~Engagement~~of ~~Network~~Report (Date of earliest event reported): March 20, ~~Inc.~~2026

Brand Engagement Network Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40130	8598-~~2843375~~1574798
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

7951 E. Maplewood Avenue, Suite 225

300 Delaware Ave,

Suite 210

Wilmington, DE

19801

(Address of Principal Executive Offices)

(Zip Code)

~~Greenwood~~Registrant’s telephone ~~Village~~number, ~~Colorado~~ ~~80111~~including area code: (307) 757-3650

~~(Address~~Not ~~of principal executive offices)~~Applicable

(~~720)~~Former name ~~937-4477~~or former address, if changed since last report)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act ~~☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act ☐ Pre-commencement communications pursuant to Rule 14d-2~~(b)17 ~~under~~CFR ~~the Exchange Act ☐ Pre-commencement communications pursuant to Rule 13e-4(c~~230.425) ~~under the Exchange Act~~

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BNAI The Nasdaq Capital Market

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	BNAI	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	BNAIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3 5.02 Departure –of ~~Unregistered~~Directors ~~Sales~~or Certain Officers; Election of ~~Equity~~Directors; ~~Securities~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 920, 2026, Bernard Puckett notified the Board of Directors (the “Board”) of Brand Engagement Network, Inc. (the “Company”) that, ~~completed~~following the ~~third~~conclusion ~~and~~of ~~final~~his ~~closing~~two-year ~~under~~term on the ~~Securities Purchase~~Board ~~Agreement~~of ~~with~~Directors, ~~Ben~~he ~~Capital~~will ~~Fund~~step I,down ~~LLC~~as ~~previously~~Chairman ~~disclosed~~of in the ~~Company’s~~Board ~~Current~~and ~~Report~~resign as ona ~~Form~~member ~~8-K~~of ~~filed~~the ~~January 30~~Board of Directors, effective March 31, 2026.

InMr. ~~connection~~Puckett ~~with~~served as Interim Chairman of the ~~final~~Board ~~closing,~~since August 2025 and had been a member of the Company’s ~~received~~Board ~~the~~of ~~third~~Directors ~~installment~~since April ~~payment~~2023. ofDuring ~~$506~~his tenure,~~000,~~ ~~completing~~Mr. Puckett provided leadership and governance oversight to the ~~previously~~Company ~~announced~~and brought decades of experience $1in enterprise technology,~~518~~ corporate operations,~~000~~ ~~private~~and ~~placement~~strategic growth. In addition to serving as Chairman, Mr. Puckett served as Chair of the Company’s Audit Committee and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee.

~~The~~Mr. ~~financing~~Puckett’s ~~consisted~~departure ofis not the ~~sale~~result of ~~24,000~~any ~~shares~~disagreement ofwith the Company on any matter relating to the Company’s ~~common~~operations, policies ~~stock~~or atpractices. aThe ~~purchase~~Board ~~price~~thanks ~~of $63~~Mr.25 ~~per~~Puckett ~~share, funded~~for inhis ~~three~~leadership ~~equal~~and ~~installments~~contributions ofduring ~~$506,000~~his ~~each~~service to the Company.

~~Following~~On ~~the~~March ~~final~~20, ~~closing~~2026, the ~~Company~~Board ~~has~~appointed ~~received~~Jon ~~aggregate~~Leibowitz, ~~gross~~an ~~proceeds~~independent director of $1the Company,~~518,000~~ ~~under~~as ~~the~~Chairman ~~Securities~~of ~~Purchase~~the ~~Agreement~~Board, ~~completing~~effective April ~~the~~1, ~~previously announced financing~~2026.

~~The~~Mr. ~~securities~~Leibowitz ~~were~~currently ~~offered~~serves as Chair of the Company’s Nominating and ~~sold~~Corporate inGovernance ~~reliance~~Committee ~~upon~~and as a member of the ~~exemption~~Audit Committee. ~~from~~Mr. ~~registration~~Leibowitz ~~provided~~serves byas ~~Section~~Chairman ~~4(a)(2)~~of the Board of the ~~Securities~~National ~~Act~~Consumers League, America’s oldest consumer advocacy organization. ofPreviously, ~~1933~~Mr. Leibowitz was a senior partner at Davis Polk & Wardwell LLP, where his practice focused on complex antitrust aspects of mergers and acquisitions as ~~amended,~~well as government and ~~applicable~~private ~~state~~antitrust ~~securities~~investigations ~~laws~~and litigation. Prior to private practice, Mr. Leibowitz served in senior leadership roles at the Federal Trade Commission, including as Chairman of the FTC.

~~SIGNATURES~~There are no arrangements or understandings between Mr. Leibowitz and any other persons pursuant to which he was selected as Chairman of the Board, and there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.

~~Pursuant~~The toBoard ~~the~~believes ~~requirements~~Mr. ofLeibowitz’s ~~the~~experience ~~Securities~~in ~~Exchange~~corporate ~~Act of 1934~~governance, ~~the~~regulatory ~~registrant~~policy ~~has~~and ~~duly~~consumer ~~caused~~protection ~~this~~will ~~report~~support tothe ~~be signed on its behalf by~~Company’s ~~the~~continued ~~undersigned~~strategic ~~hereunto~~development ~~duly~~and ~~authorized~~oversight.

~~Brand~~Item ~~Engagement~~9.01 ~~Network,~~Financial ~~Inc~~Statements and Exhibits.

~~Date:~~(d) ~~March 9, 2026~~Exhibits.

By: /s/ Tyler Luck Name: Tyler Luck Title: Chief Executive Officer

Exhibit		No. Description

17.1		Resignation Letter of Bernard Puckett, dated March 20, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brand Engagement Network Inc.

Dated: March 25, 2026	By:	/s/ Tyler Luck
	Name:	Tyler Luck
	Title:	Chief Executive Officer

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