8-K/A

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

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): March 5, 2026 (January 20, 2026)

BrandEngagement Network Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (650) 714-2747

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. ☐

ExplanatoryNote

ThisForm 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2026 to announce theclosing of the partnership with Valio Technologies (Pty) Ltd.

Item 8.01.Other Events

On March 4, 2026, Brand Engagement Network, Inc. (“BEN” or the “Company”) completed the closing of its previously disclosed AI licensing partnership in Africa, originally announced on January 21, 2026.

The transaction includes a $2.050 million AI licensing agreement and establishes Skye Africa Intelligence Pty Ltd as the operating entity responsible for deploying BEN’s conversational AI technologies in select African markets. The partnership was formed with Valio Technologies (Pty) Ltd, a technology company headquartered in Johannesburg, South Africa.

As part of the closing, Tyler Luck, Chief Executive Officer and Co-Founder of the Company, has been appointed to the Board of Directors of Skye Africa Intelligence Pty Ltd on behalf of the Company.

The foregoing description of the arrangement does not purport to be complete and is qualified in its entirety by the terms of the definitive agreement.

Forward-LookingStatements

Certain disclosures in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, the Company’s current expectations, assumptions, plans, strategies, and anticipated results. When used in this discussion, the words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “future” and the negative of these or similar terms and phrases are intended to identify forward-looking statements in this report. Forward-looking statements reflect the Company’s current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company can give you no assurance these expectations will prove to have been correct. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from the Company’s expectations due to a variety of known and unknown risks, uncertainties and other factors. There are a number of risks, uncertainties and conditions that may cause the Company’s actual results to differ materially from those expressed or implied by these forward-looking statements, including the risk factors described in Part I, Item 1A of Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the other risk factors identified from time to time in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). Filings with the SEC are available on the SEC’s website at http://www.sec.gov. Many of these circumstances are beyond the Company’s ability to control or predict. These forward-looking statements necessarily involve assumptions on the Company’s part. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the information currently available to the Company and speak only as of the date they are made. The Company disclaims any intention or obligation to update or revise publicly any forward-looking statements.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

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.