8-K

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 Report (Date of earliest event reported): March31, 2026

BrandEngagement Network Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (307) 757-3650

NotApplicable

(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:

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

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. ☐

Item7.01 Regulation FD Disclosure

Brand Engagement Network, Inc. (the “Company”) is providing a business update regarding capital activity during the first quarter of 2026.

During the quarter ended March 31, 2026, the Company strengthened its balance sheet by approximately $7,056,480 through a combination of proceeds from financing activities, debt-to-equity conversions, and other non-cash items.

This included $6,173,946 in cash proceeds from financing activities, including:

In addition, the Company recorded approximately $95,065 in vendor credits and negotiated settlements and completed $787,469 in debt-to-equity conversions during the quarter. These transactions were non-cash in nature.

The information contained in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

The information contained herein is preliminary and unaudited and is subject to finalization in connection with the Company’s financial reporting. The Company undertakes no obligation to update this information except as required by law.

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.