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    Brand Engagement Network Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    12/31/25 5:29:01 PM ET
    $BNAI
    EDP Services
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    Get the next $BNAI alert in real time by email
    false 0001838163 0001838163 2025-12-31 2025-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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

     

    Date of Report (Date of earliest event reported): December 31, 2025

     

    Brand Engagement Network Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-40130   98-1720034
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

     

    300 Delaware Ave,

    Suite 210,

    Wilmington, DE 19801

    (Address of principal executive offices, including zip code)

     

    (307) 757-3650

    (Registrant’s telephone number, including area code)

     

    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 Capital Market

     

    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 8.01 Other Events.

     

    On December 31, 2025, Brand Engagement Network Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has regained compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”), which requires the Company’s common stock to maintain a minimum closing bid price of $1.00 per share.

     

    As previously disclosed, on December 30, 2024, the Company was notified by Nasdaq that it was not in compliance with the Minimum Bid Price Rule. The December 31, 2025 letter from Nasdaq confirmed that for the 12 consecutive business days from December 12, 2025 to December 30, 2025, the closing bid price of the Company’s common stock was at $1.00 per share or greater. Accordingly, the Company is now in compliance with the Minimum Bid Price Rule, and Nasdaq considers this matter closed.

     

    A copy of the Nasdaq compliance letter dated December 31, 2025 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     

    Item 9.01 Financial Statements and Exhibits.

     

    Exhibit Number   Description
    99.1   Letter from Nasdaq dated December 31, 2025
    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: December 31, 2025 By: /s/ Tyler Luck
        Tyler Luck
        Interim Chief Executive Officer

     

     

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