8-K - BNAI - Equibles

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

Dateof Report (Date of earliest event reported): November 1, 2024

BRAND

ENGAGEMENT NETWORK INC.

(Exactname of registrant as specified in its charter)

Delaware	001-40130	98-1574798
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)

145E. Snow King Ave

POBox 1045

Jackson,WY 83001

(Addressof principal executive offices, including zip code)

Registrant’stelephone number, including area code: (312) 810-7422

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br><br> <br>Symbol(s)	Name of each exchange<br><br> <br>on which registered
Common<br> Stock, par value $0.0001 per share	BNAI	The<br> Nasdaq Stock Market LLC
Redeemable<br> Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	BNAIW	The<br> 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. ☐

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

Resignationof Chief Financial Officer

On November 1, 2024, Bill Williams, tendered his resignation as Chief Financial Officer of Brand Engagement Network Inc., a Delaware corporation (the “Company”), effective December 1, 2024 or an earlier date in the discretion of the Company. Mr. Williams intends to serve as Chief Financial Officer of the Company through the filing of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2024 and then assist in transition to a new Chief Financial Officer.

SIGNATURES

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

BRAND ENGAGEMENT NETWORK INC.
By:	/s/ Paul Chang
Name:	Paul<br> Chang
Title:	Chief<br> Executive Officer
Dated:	November<br> 7, 2024