UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2026, Brand Engagement Network Inc. (the “Company”) entered into an employment agreement with Tyler Luck, its Chief Executive Officer (the “Luck Employment Agreement”). As previously reported, Mr. Luck has served as the Company’s Chief Executive Officer since September 14, 2025, and had previously been engaged under the terms of the employment agreement executed by the Company and Mr. Luck for his previous employment as Chief Product Officer.
The term of the Luck Employment Agreement began effective June 1, 2026, and terminates on June 1, 2029. The Company may terminate the Luck Employment Agreement only for Good Cause (as defined in the Luck Employment Agreement), provided that the Company will pay Mr. Luck’s base salary under the Luck Employment Agreement for the longer of 1) the remainder of the term of the Luck Employment Agreement or 2) one year following termination. Mr. Luck may terminate the Luck Employment Agreement upon 30 days’ written notice for any reason. The Luck Employment Agreement also contains customary representations, warranties and restrictive covenants, including non-disclosure of confidential information and assignment of intellectual property related to the business of the Company.
Pursuant to the terms of the Luck Employment Agreement, Mr. Luck’s base salary is $360,000, paid in accordance with the Company’s regular pay schedule for its employees. The Luck Employment Agreement also provides for a one-time payment of $125,000 for Mr. Luck’s services as Interim Chief Executive Officer from September 14, 2025 to June 1, 2026 and a one-time bonus of $150,000 for other services rendered in calendar year 2025. The Luck Employment Agreement also grants to Mr. Luck a non-qualified option to purchase 100,000 shares of Company common stock, in accordance with the terms of the Company’s existing stock plan, vesting on the following schedule: 1) 25,000 vested immediately on execution of the Luck Employment Agreement, 2) 25,000 on June 1, 2027, 3) 25,000 on June 1, 2028, and 4) 25,000 on June 1, 2029. Additionally, the Luck Employment Agreement provides for performance-based compensation linked to specific company milestones, including: (i) a cash bonus equal to three times his annual base salary upon the Company’s listing on the Russell 1000 Growth Index; (ii) a cash bonus equal to 5% of gross patent licensing revenue for any calendar year in which such revenue equals or exceeds $10 million; and (iii) restricted stock units (RSUs) vesting upon the achievement of three sequential market capitalization thresholds of $1.0 billion, $2.0 billion, and $3.0 billion, respectively, measured on a 20-day trading average.
The foregoing description of the Luck Employment Agreement is a summary only and is qualified in its entirety by reference to the full text of the Luck Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| ● | 10.1 | Employment Agreement, dated June 28, 2026, by and between Brand Engagement Network Inc. and Tyler Luck. | |
| ● | 104 | Cover Page Interactive Data File (Inline XBRL). |
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: July 13, 2026 | By: | /s/ Tyler Luck |
| Name: | Tyler Luck | |
| Title: | Chief Executive Officer | |