8-K

UNITED

STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

Dateof Report (Date of earliest event reported): November 26, 2025

BrandEngagement Network Inc.

(Exactname of Registrant as Specified in Its Charter)

Registrant’sTelephone Number, Including Area Code: (307) 757-3650

N/A

(FormerName 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. ☐

Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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. The amendment is compliant with applicable NASDAQ and Securities and Exchange Commission requirements.

Item5.07 Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of Stockholders of Brand Engagement Network Inc. (the “Company”) was held on November 26, 2025. On November 3, 2025, the record date for the Annual Meeting, there were 45,139,886 shares of the Company’s common stock outstanding and entitled to vote, of which 37% were present for purposes of establishing a quorum. At that meeting, stockholders took the actions below with respect to the proposals described in the Company’s 2025 Annual Proxy Statement, filed on November 6, 2025. With respect to the three proposals put before the stockholders, the voting results were as follows:

Proposal1 – Election of two Class I directors to the Company’s Board of Directors

The following directors were elected for a term of three years until the Company’s 2028 Annual Meeting of Stockholders:

Proposal2 – Ratification of the selection of L.J. Soldinger Associates, LLC as our independent auditor for fiscal year 2025

The ratification of the appointment of L.J. Soldinger Associates, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was approved by the following vote:

Proposal3 – Approval of Amendment to our Certificate of Incorporation to effect a reverse stock split

The proposal to effect a reverse stock split of the outstanding shares of the Company’s common stock by a ratio of not less than 1 for 2 and not more than 1 for 10, with the exact ratio to be set by the Board within the above range in its sole discretion, without further approval or authorization of our stockholders was approved by the following vote:

Item9.01 Financial Statements and Exhibits

SIGNATURES

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 hereunto duly authorized.

Exhibit3.1 (Amendment to Section 3.5 of the Bylaws)

Section 3.5 of the Bylaws of Brand Engagement Network Inc. is hereby amended and restated to read in its entirety as follows:

Section 3.5 Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the holders of at least one-third (1/3) of the shares entitled to vote at a meeting of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairperson of the meeting may adjourn the meeting from time to time in the manner provided in Section 3.6 of these Bylaws until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed. If a quorum is not present or represented at an adjourned meeting, the stockholders entitled to vote thereat, present in person or by proxy,shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.