UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On April 21, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a letter agreement with HighTide Energy, Inc., doing business as Accelevate Solutions (“Accelevate”), setting forth certain binding and non-binding provisions relating to a proposed strategic investment and commercial collaboration.
Investment Terms
Pursuant to the letter agreement, the Company expects to invest up to $1,000,000 in Accelevate, including an initial payment of $250,000 to support commercialization and deployment, and a second installment of $750,000 upon completion and execution of definitive agreements.
Transaction Structure
The proposed transaction contemplates the Company’s acquisition of certain equity interests in Accelevate pursuant to a subscription agreement and a definitive common share purchase agreement to be negotiated by the parties.
Key Terms and Rights
The letter agreement outlines certain anticipated terms of the transaction, including a proposed pre-money valuation of Accelevate of $8,000,000, warrant coverage for the Company in connection with the investment, a potential reseller arrangement between the parties, and the right for the Company to appoint a member to Accelevate’s board of directors upon completion of the investment.
Conditions to Completion
The proposed transaction remains subject to the completion of due diligence, negotiation and execution of definitive agreements, and satisfaction of customary closing conditions. The Company has no obligation to complete the transaction unless and until such definitive agreements are executed.
Binding Provisions
While the terms relating to the proposed transaction are non-binding, certain provisions of the letter agreement are binding, including those relating to confidentiality, exclusivity, diligence, and other customary matters.
The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On April 22, 2026, the Company issued a press release announcing the proposed investment and collaboration with Accelevate. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Letter Agreement, dated April 21, 2026, by and between Brand Engagement Network, Inc. and HighTide Energy, Inc. d/b/a Accelevate Solutions | |
| 99.1 | Press Release, dated April 22, 2026 | |
| 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: April 22, 2026 | By: | /s/ Tyler Luck |
| Name: | Tyler Luck | |
| Title: | Chief Executive Officer | |