Brand Engagement Network Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On January 20, 2026, Brand Engagement Network, Inc. (the “Company”) finalized a strategic licensing and investment arrangement with Valio Technologies (Pty) Ltd (“Valio”) and a newly formed South Africa–based entity.
Valio Technologies is led by Lefentse Nokaneng, who also serves as General Manager: Research at Brand South Africa, South Africa’s official national branding agency.
Pursuant to the arrangement, the Company will receive a $2,050,000 preferred equity contribution, which will be recognized as intellectual property licensing revenue. The arrangement provides the Company with 25% common equity ownership in the newly formed entity and one board seat, as well as a 35% revenue share on software, SaaS, services, and subscription revenues. The agreement grants the entity an exclusive license to deploy the Company’s technology across government and private-sector markets in Africa on a perpetual basis, subject to customary rights of first refusal on any sale.
In connection with the Company’s expansion in Africa, the Company and Valio have entered into a memorandum of understanding with Nelson Mandela University for a governance- and institution-approved artificial intelligence pilot deployment designed to support student well-being. The memorandum of understanding is non-binding and does not create any material financial obligation for 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.
Item 9.01 Financial Statements and Exhibits (d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 21, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Brand Engagement Network Inc. | ||
| Date: January 21, 2026 | By: | /s/ Tyler Luck |
| Tyler Luck | ||
| Chief Executive Officer | ||