Brand Engagement Network Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.02 Termination of a Material Definitive Agreement
On February 4, 2026, Brand Engagement Network, Inc. (the “Company”) terminated its Standby Equity Purchase Agreement dated August 26, 2024 (the “Agreement”) with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP. The Agreement previously permitted the Company to sell up to $50.0 million of its common stock to the investor from time to time, subject to specified conditions.
Brand Engagement Network, Inc. elected to terminate the facility effective immediately, and the termination did not result in any material early termination penalties or continuing obligations.
Since the Company’s 1-for-10 reverse stock split effective December 12, 2025, the Company completed one drawdown under the facility.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release dated February 5, 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: February 5, 2026
| By: | /s/ Tyler Luck | |
| Name: | Tyler Luck | |
| Title: | Chief Executive Officer |