Brand Engagement Network Inc.
For the period ended Jun 29, 2026. Filed Jun 29, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jun 29, 2026 · Filed Jun 29, 2026
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Contents
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(Former name or former address, if changed since last report)
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 (17 CFR 230.425) |
|---|---|
| ☐ | 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, 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 3.02. Unregistered Sales of Equity Securities.
During the second quarter of 2026, the Company issued shares of common stock in connection with equity issuances and warrant exercises in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Item 7.01. Regulation FD Disclosure.
On June 15, 2026, Brand Engagement Network Inc., a Delaware corporation (the “Company”), announced its selection for membership in the Russell 3000® and the Russell 2000® Index as part of the annual reconstitution of the Russell U.S. Indexes. The additions became effective after the market close on June 26, 2026, with trading in the reconstituted indexes commencing on June 29, 2026.
Membership in the Russell 3000® Index, which captures approximately 98% of the investable U.S. equity market, results in inclusion in the small-cap Russell 2000® Index as well as the corresponding style indexes. Approximately $12 trillion in assets are benchmarked to Russell U.S. Indexes.
Additionally, the Company is providing an update on capital activity during the second quarter of 2026. As of the close of business on Friday, June 26, 2026, the Company had received aggregate gross proceeds of approximately $7,363,098 from equity issuances and warrant exercises, including:
| ● | $1,000,561 at $39.25 per share |
| ● | $150,044.40 at $17.82 per share |
| ● | $4,925,000 at $39.59 per share |
| ● | $1,287,492.60 net cash received from warrant exercises; and |
| ● | Debt conversion of $9,734.82 at $18.23 per share. |
These proceeds, along with a reduction in liabilities including the debt conversion of approximately $376,098, have strengthened the Company’s balance sheet.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.