Item 8.01 section not located in normalized markdown

**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): January 17, 2025**

**BRAND
ENGAGEMENT NETWORK INC.**

**(Exact
name of registrant as specified in its charter)**

Delaware |
001-40130 |
98-1574798 | ||

E. Snow King Ave**

**PO
Box 1045**

**Jackson,
WY 83001**

**(Address
of principal executive offices, including zip code)**

**Registrant’s
telephone number, including area code: (307) 757-3650**

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 |

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
1.02 |
Termination
of a Material Definitive Agreement. |

On
January 17, 2025, Brand Engagement Network Inc., a Delaware corporation (the “Company”), delivered a notice of termination
(“Notice”) to **AFG Companies, Inc. **(“**AFG**”) terminating the Exclusive Reseller Agreement, dated August
19, 2023, as amended, by and between the Company and AFG (the “Reseller Agreement”). The Notice only applies to the Reseller
Agreement and does not affect AFG’s obligations under the Subscription Agreement, dated September 7, 2023, by and between the Company
and AFG (the “Subscription Agreement”); however, in light of the Notice and the AFG Lawsuit (as defined below), the Company
is uncertain whether AFG will fulfill its obligations under the Subscription Agreement.

Item
7.01 |
Regulation
FD Disclosure. |

On January 17, 2025, the Company issued a press release announcing the termination of the Reseller Agreement and the filing of the AFG Lawsuit. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. Further, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item
8.01 |
Other
Events. |

On January 16, 2025, the Company filed a lawsuit against AFG and its Chief Executive Officer, Ralph Wright Brewer III, in the Northern District of Texas, Dallas Division alleging fraudulent misrepresentation, breach of contract, and the concealment of a ransomware attach on its own network shortly before the Reseller Agreement was executed (the “AFG Lawsuit”).

The Company remains committed to, and intends to continue developing, its