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Form 8-K

sec.gov

8-K — Brand Engagement Network Inc.

Accession: 0001493152-26-027818

Filed: 2026-06-09

Period: 2026-06-09

CIK: 0001838163

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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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

Date

of Report (Date of earliest event reported): June 9, 2026 (June 8, 2026)

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

1.01 Entry into a Material Definitive Agreement.

On

June 8, 2026, Brand Engagement Network, Inc. (the “Company” or “BEN”) entered into definitive agreements establishing

INTERVENT Health AI, Inc. in the State of Delaware (“INTERVENT Health AI”), a healthcare artificial intelligence joint venture

formed with INTERVENT International, LLC (“INTERVENT”) to develop, deploy and commercialize AI-powered health coaching solutions

utilizing BEN’s conversational AI and INTERVENT’s clinically validated health coaching methodologies, proprietary healthcare

datasets and industry expertise.

Key

terms include:

Formation of a 50/50 joint venture between BEN and INTERVENT;

Exclusive five-year North American commercialization, technology development and AI platform arrangement

between INTERVENT Health AI and SKYE AI USA, LLC (“SKYE”), a wholly owned subsidiary of BEN, subject to agreed performance

milestones;

Proposed non-exclusive international reseller arrangements through BEN-affiliated entities in Latin America and Africa, pursuant to which

INTERVENT Health AI is expected to receive 50% of gross revenues generated from such sales, after agreed commissions and business development

expenses;

BEN, through SKYE, is entitled to receive 35% of certain revenues generated by INTERVENT Health AI from

software, services and commercialization activities under the North American commercialization arrangement, net of agreed commissions

and third-party fees;

● Establishment of a Board of Directors consisting of one BEN-appointed director, one INTERVENT-appointed

director and one mutually agreed independent director appointed by the founding shareholders; and

Authorization of a capital structure consisting of 100,000,000 shares of Class A Common Stock and 10,000,000

shares of Class B Preferred Stock.

Pursuant

to the Shareholder Agreement, BEN and INTERVENT each received 32,500,000 shares of Class A Common Stock, representing 50% of the issued

and outstanding common equity of INTERVENT Health AI. An additional 30,000,000 shares of Class A Common Stock were reserved for future

issuance, and 5,000,000 shares were reserved for a future long-term incentive plan. Additionally, BEN and INTERVENT each received 5,000,000

shares of Class B Preferred stock, valued at $1.00 per share, as consideration for pre-paid licenses to Health AI for use of the respective

companies’ intellectual property.

The

Shareholder Agreement provides customary governance, pre-emptive rights and ownership protection provisions, including restrictions on

issuances that would reduce either founding shareholder below specified ownership thresholds without approval.

In

connection with the formation of INTERVENT Health AI, BEN, through SKYE, has agreed in principle and to the material terms of a Reseller

and Services Agreement, pursuant to which BEN will be appointed the exclusive provider of certain AI platform development, training,

deployment and related technology services for INTERVENT Health AI in North America, excluding Latin America, for an initial five-year

term, subject to agreed performance milestones.

Additionally,

INTERVENT Health AI has agreed to the material terms of proposed non-exclusive international reseller arrangements providing for the

commercialization of INTERVENT Health AI services through BEN-affiliated entities in Latin America and Africa. Subject to the terms of

the applicable reseller agreements, INTERVENT Health AI is expected to receive 50% of gross revenues generated from such sales, after

deduction of agreed commissions and business development expenses.

The

parties intend for INTERVENT Health AI to leverage BEN’s conversational AI technologies together with INTERVENT International’s

proprietary healthcare assets, including clinical research datasets, telehealth coaching interactions with more than 2,000,000 people,

care pathways and related intellectual property, to develop a suite of AI-driven health coaching products designed for direct-to-consumer,

employer, healthcare and enterprise markets.

The

foregoing description of the Shareholder Agreement is qualified in its entirety by reference to the full text of such agreement, a copy

of which is filed as an exhibit to this Current Report on Form 8-K.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

10.1

Founding Shareholders Agreement dated June 8, 2026, by and between Brand Engagement Network, Inc., and INTERVENT International, LLC.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:

June 9, 2026

By:

/s/

Tyler Luck

Name:

Tyler

Luck

Title:

Chief

Executive Officer

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SHAREHOLDER

AGREEMENT

AGREEMENT

OF THE FOUNDING SHAREHOLDERS entered by Brand Engagement Network, Inc. (“BEN”) and INTERVENT INTERNATIONAL,

LLC (“INTERVENT”), as the Founding Shareholders of INTERVENT Health AI, Inc., (“Health AI”),

executed on June 8, 2026.

WHEREAS,

A. BEN

and INTERVENT are the Founding Shareholders of Health AI, and represent the 100% of the stock

currently issued to date by Health AI and together have full control of the shares issued

and available.

B. Both

parties want to collaborate for the success of Health AI, and the joint venture between them

that Health AI represents,

C. Health

AI was created for the creation, deployment and commercialization of a suite of “Stand-Alone

AI Health Coach” product offerings,

D. And

for that purpose, both parties will provide access to Health AI to resources, both technical

and information, as well as mutual and reciprocal cooperation,

THEREFORE,

the parties, AGREE as follows:

1.

Stock Issuance.

1.1. Health

AI is authorized to issue a total number of 100,000,000 shares of Class A Common Stock, at

a par value of 0.0001 USD each, to be allocated as follows:

1.1.1. BEN

- 32,500,000 shares (which currently represents 50% of the issued and outstanding shares)

1.1.2. INTERVENT

– 32,500,000 shares (which currently represents 50% of the issued and outstanding shares)

1.1.3. 30,000,000

shares shall be reserved and subject to approval by the Board of Directors of Health AI

1.1.4. Long

Term Incentive Plan (LTIP) – 5,000,000 shares reserved and subject to the LTIP to be

adopted by the Board of Directors of Health AI.

1

1.2. Health

AI is authorized to issue a total number of 10,000,000 shares of Class B Preferred Stock

at a par value of $1.00 USD each, to be allocated in favor of BEN and INTERVENT as follows:

1.2.1. BEN

– 5,000,000 shares

1.2.2. INTERVENT

– 5,000,000 shares

1.3. BEN

and INTERVENT shall have pre-emptive rights but no obligation to participate in new issuances

pro-rata. No new shares of common stock will be issued without BEN’s and INTERVENT’s

approval if the issuance would dilute either BEN or INTERVENT, respectively, below 20% without

compensation.

2.

Board of Directors. The Board of Directors shall

consist of three directors.

2.1. Each

party will designate a member of the Board of Directors.

2.1.1. INTERVENT

appoints and designates Neil F. Gordon, MD, PhD, MPH as its Member of the Board

2.1.2. BEN

appoints and designates, James D. Henderson, Jr. as its Member of the Board

2.1.3. The

third member of the Board shall be a neutral individual as mutually agreed between BEN and

INTERVENT.

2.2. The

Chairman of the Board of Health AI will be Neil F. Gordon, MD, PhD, MPH.

3. Project.

BEN and INTERVENT will (and will cause their respective affiliates to) cooperate with each

other and with Health AI to facilitate the conceptualization, design, training, development,

commercialization and continuous improvement of a suite of “StandAlone AI Health Coach”

product offerings, as defined in Section 4.2 (the “Project”).

4. Licenses

and Agreements. The parties agree that for the operation of Health AI, each party will

execute agreements with Health AI, as follows:

4.1. BEN

via its subsidiary, SKYE AI USA, LLC, shall enter into a license with Health AI for the specific

purpose of establishing AI enabled technological solutions for an AI enabled health coaching

platform sufficient to achieve various “Stand-Alone AI Health Coach” product

offerings (the “Health Coaching Platform”), for the North America territory and

other geographies as mutually agreed.

4.1.1. BEN

and SKYE AI USA, LLC, shall have a minimum five (5) year exclusivity from Health AI for the

training, development and designated services for deployment of the Health Coaching Platform.

The exclusivity will remain in effect if certain mutually agreed upon milestones continue

to be met.

2

4.1.2. Health

AI shall have a minimum five (5) year exclusivity from SKYE AI USA and BEN, for use of BEN’s

licensed IP and Software. The exclusivity will remain in effect if certain mutually agreed

upon milestones continue to be met.

4.1.3. After

deducting any mutually agreeable sales, promotion, and business development commissions and

other fees payable by Health AI to brokers or other third parties, and as more fully described

in a reseller agreement, Health AI will pay to SKYE AI USA a fee of 35% (thirty five percent)

of all relevant revenue from the software, services or sales earned and collected.

4.1.4. SKYE

AI USA shall submit a Statement of Work (SOW) to Health AI for the Health Coaching Platform

for any client-related software or services and Health AI shall pay the agreed upon sum upon

execution of any Health AI and INTERVENT approved SOW to begin the project.

4.2. INTERVENT

shall enter into a license with Health AI for exclusive use of its relevant intellectual

property assets, including its research-quality datasets, audited telehealth coaching interactions,

proprietary care algorithms and pathways, and participant facing content, together with the

permission and ability to reference and leverage its clinical/industry credibility, extensive

body of published outcomes data, and strategic relationships, for the training, development

and/or commercialization of a suite of “StandAlone AI Health Coach” product offerings.

It is intended that these offerings will facilitate the widespread deployment of a suite

of AI-driven health guidance and coaching product offerings specifically designed for delivery

directly to multiple classes of end users, ultimately without reliance upon human coaches

or clinicians as the core service delivery mechanism.

4.2.1. Health

AI shall have a minimum five (5) year exclusivity from INTERVENT for the use of INTERVENT’s

relevant database, and other designated intellectual property assets, and for the commercialization

and consulting services for the Health Coaching Platform in North America and mutually agreed

geographies. The exclusivity will remain in effect if certain mutually agreed upon milestones

continue to be met.

4.2.2. Health

AI will pay to INTERVENT agreed upon sums under one or more SOWs to provide the support in

developing, training and operating the AI models to develop the “Stand-Alone AI Health

Coach” product offerings and associated Health Coaching Platform.

4.2.3. If

Health AI provides human health coaching services, it shall exclusively engage the service

of INTERVENT or an affiliate of INTERVENT, as the entity providing such human health coaching

services for the North America market, and the services would be provided in accordance with

the SOWs and mutually agreed fees.

3

4.3. Health

AI will enter into reseller agreements, for the provision for the “Stand-Alone

AI Health Coach” product offerings and associated Health Coaching Platform, with the

following entities and general conditions:

4.3.1. Health

AI will enter into a non-exclusive reseller agreement with SKYE Salud, S.A. de C.V.,

a company existing under the Laws of Mexico, for the resale of its services in Mexico, and

Latin America. After deducting any mutually agreeable sales and business development commissions

payable by SKYE Salud to salespeople or other third parties, and as more fully described

in the reseller agreement, Health AI shall receive 50% (Fifty percent) of all gross revenue

from the sale of Health AI’s services.

The

services of SKYE Salud, includes an AI Enabled Health information platform, focused on Health Professionals and Health Public and Private

companies, and the parties agree that these services may be provided with Health AI’s services and do not imply competition between

them.

4.3.2. Health

AI will enter into a non-exclusive reseller agreement with SKYE Africa Intelligence, PTY

LTD., a company existing under the Laws of South Africa, for the resale of its services

in South Africa and the African Continent. After deducting any mutually agreeable sales and

business development commissions payable by SKYE Africa Intelligence to salespeople or other

third parties, and as more fully described in the reseller agreement, Health AI shall receive

50% (Fifty percent) of all gross revenue from the sale of Health AI’s services.

The

services of SKYE Africa Intelligence include an AI-powered mental health initiative for University students, focused on mental health

care, and the parties agree that these services may be provided with Health AI’s services and do not imply competition between

them.

5. Investment.

Provided that the agreements contemplated by Sections 4.1 and 4.2 of this Founding Shareholders

Agreement have been executed, Health AI is anticipated to be valued at no less than $25,000,000.00

USD for the initial seed funding round (when combining the shares described in Section 1.1).

Health AI shall promptly prepare a Stock Purchase Agreement within (5) business days of execution

of the agreements contemplated by Sections 4.1 and 4.2 of this Founding Shareholders Agreement.

Execution of the Stock Purchase Agreement shall secure the initial segment of the seed funding

by investors identified by BEN for the sum of $1,000,000.00 USD (in exchange for 4,000,000

of the 30,000,000 shares described in Section 1.1.3), at the mutually agreed upon valuation

of not less than $25,000,000.00 USD, as established by the Board of Directors.

4

Added

funding from investors above the initial sum of $1,000,000.00 USD, shall be at a mutually agreed upon valuation of not less than $25,000,000.00

and other terms and conditions, as established by the Board.

This

investment will be used to pay for sums under the SOWs agreed between the parties to begin the stated Project, as well as any SOW agreed

to with any new customer. Finally, the investment will also provide the mutually approved working capital for Health AI for its operations.

6. Cooperation.

Both parties will cooperate and perform in good faith on any issue for the success of Health

AI and the stated Project, providing all resources reasonably necessary to the completion

of the Project, and the sale of services and licenses from the Project.

7. Non-Compete.

Including the exclusivities included in the agreed licenses, for so long as they are shareholders

and for a period of 12 months thereafter, both parties shall not generate, agree on or permit

a competing product, project or use of the agreed assets that might compete with the Project,

the assets, services and software of either of the parties or Health AI, without the express

written consent of the other party.

8. Mediation.

In any case of disagreement or breach if this agreement both parties shall mediate the breach

or disagreement to find a mutually agreed solution to the issue.

9. Exit

Strategies. In the event a conflict arises between the Founding Shareholders, its operation

or the Project, and after attempt at mediation or any other dispute resolution process, or

after 7 (seven) years from incorporation, both parties agree to try to sell or buy from the

other its full equity in Health AI, or sell those shares to Health AI itself, and allow the

remaining owner to operate Health AI.

9.1. In

the event of a disagreement related to the fair market value of the Company, an independent

valuation from a qualified entity as mutually agreed upon by the Founding Shareholders will

be performed and paid for by the Company.

9.2. If

a sale between the parties cannot be reached, both parties shall sell their shares to a mutually

agreeable third party.

9.3. The

above exit strategies shall be deemed fully voided if:

9.3.1. The

Company raises at least $10,000,000.00 (Ten Million US Dollars) in post incorporation

capital funding; or,

9.3.2. The

Company is valued by an independent third party to be at least $50,000,000.00 (Fifty million

US Dollars).

5

10. Confidentiality.

Both parties agree to keep confidential this agreement, all information between the parties

related to the obligations under this agreement, and all information of Health AI.

10.1. “Confidential

Information” means any and all information disclosed by either party to the other which

is marked “confidential” or “proprietary” or which the recipient

knows or has reason to know is regarded by the disclosing party as such, including oral information.

10.2. “Confidential

Information” does not include any information that the receiving party can demonstrate

was or is: (a) at the time of disclosure to it, in the public domain; (b) after disclosure

to it, published or otherwise becomes part of the public domain through no fault of the receiving

party; (c) in the possession of the receiving party at the time of disclosure to it; (d)

received after disclosure to it from a third party who had a lawful right to disclose such

information to it without any obligation of confidentiality; or (e) independently developed

by the receiving party without reference to Confidential Information of the disclosing party.

10.3. The

receiving party shall not be considered liable or in breach for disclosing Confidential Information

which is required to be disclosed by judicial or governmental action; provided that prompt

notice is given to the disclosing party wherever possible in order to enable it to seek a

protective order or otherwise prevent such disclosure.

BOTH

PARTIES SHALL EXECUTE THE AGREEMENT BY DIGITAL SIGNATURE, FULLY AWARE OF THEIR OBLIGATIONS UNDER THE AGREEMENT.

Brand

Engagement Network, Inc.

By:

/s/ Tyler Luck

Authorized Signatory: Tyler Luck, CEO

INTERVENT

INTERNATIONAL, LLC.

By:

/s/

Neil F. Gordon

Authorized Signatory: Neil F. Gordon, MD,

PhD, MPH, CEO

6

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Namespace Prefix:

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Data Type:

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Balance Type:

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Period Type:

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X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

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X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

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Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

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Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Period Type:

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- Details

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Namespace Prefix:

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- Details

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