Brand Engagement Network Inc. Reports Director, Officer, and Compensation Changes

TL;DR

BNAI board and exec shakeup, compensation details released.

AI Summary

Brand Engagement Network Inc. announced on August 15, 2025, changes related to its directors and officers, including the election of new directors and the appointment of certain officers. The company also disclosed details regarding compensatory arrangements for its key executives. This filing follows the company's transition from its former name, DHC Acquisition Corp., on December 29, 2020.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with compensatory arrangements, can introduce uncertainty regarding future strategy and leadership stability.

Key Players & Entities

• Brand Engagement Network Inc. (company) — Registrant
• DHC Acquisition Corp. (company) — Former company name
• August 15, 2025 (date) — Date of earliest event reported
• December 29, 2020 (date) — Date of former company name change

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share BNAI The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 per share BNAIW The Nasdaq Stock Ma

Filing Documents

• form8-k.htm (8-K) — 41KB
• 0001641172-25-024508.txt ( ) — 249KB
• bnai-20250815.xsd (EX-101.SCH) — 4KB
• bnai-20250815_def.xml (EX-101.DEF) — 26KB
• bnai-20250815_lab.xml (EX-101.LAB) — 36KB
• bnai-20250815_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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): August 15, 2025 Brand Engagement Network Inc. (Exact name of registrant as specified in its charter) Delaware 001-40130 98-1574798 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 300 Delaware Ave , Suite 210 Wilmington , DE 19801 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (307) 757-3650 Not Applicable (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 14, 2025, the Board of Directors of Brand Engagement Network Inc. (the "Company") appointed Bernard Puckett as Interim Chairman of the Board, effective immediately, replacing Chris Gaertner in that role. At the Board's request, Mr. Gaertner will remain a member of the Company's Board of Directors. Mr. Puckett is an experienced executive with a strong background in corporate governance, operational leadership, and strategic growth. He has held senior leadership and advisory positions across various industries, helping organizations innovate and transform to create long-term value. The appointment of Mr. Puckett was made in accordance with the Company's Bylaws and corporate governance procedures. There are no arrangements or understandings between Mr. Puckett and any other person regarding his appointment as Interim Chairman, and there are no related-party transactions between Mr. Puckett and the Company that need to be disclosed under Item 404(a) of Regulation S-K. 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. Brand Engagement Network Inc. Dated: August 15, 2025 By: /s/ Janine Grasso Name: Janine Grasso Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR