Prospectus
Supplement No. 15
(to
Prospectus dated August 13, 2024) |
|
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-280366 |
BRAND
ENGAGEMENT NETWORK INC.
6,393,333 Shares of
Common Stock (Inclusive of 4,200,000 Shares of Common Stock Underlying Warrants)
This prospectus
supplement updates and supplements the prospectus of Brand Engagement Network Inc., a Delaware corporation (the
“Company,” “we,” “us” or “our”), dated August 13, 2024, which forms a part of our
Registration Statement on Form S-1, as amended (Registration No. 333-280366) (the “Prospectus”). This prospectus
supplement is being filed to update and supplement the information in the Prospectus with the information contained in certain of
our filings filed with the Securities and Exchange Commission (the “SEC”), including our (i) Current Report on Form 8-K
filed on January 28, 2026, (ii) Current Report on Form 8-K filed on January 28, 2026, and (iii) Current Report on Form
8-K filed on January 29, 2026 (together, the “Additional Information”). Accordingly, we have attached the Additional
Information to this prospectus supplement.
This
prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information
in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
Our
common stock, par value $0.0001 per share (the “Common Stock”) and the public warrants representing the right to acquire
one share of Common Stock for $115.00 (the “Public Warrants”), are listed on Nasdaq under the symbols “BNAI,”
and “BNAIW,” respectively. On January 28, 2026, the last reported sales price of the Common Stock was $63.00
per share, and the last reported sales price of our Public Warrants was $0.4999 per Public Warrant. We are an “emerging
growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may
elect to comply with certain reduced public company reporting requirements for this and future filings.
Investing
in our securities involves risk. See “Risk Factors” beginning on page 9 of the Prospectus and read about factors you should
consider before investing in shares of our Common Stock and Public Warrants.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is January 29, 2026
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January
27, 2026
Brand
Engagement Network, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40130 |
|
98-1574798 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
300
Delaware Ave, Suite 210
Wilmington,
DE 19801
(Address
of principal executive offices) (Zip Code)
(307)
757-3650
(Registrant’s
telephone number, including area code)
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 |
Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $115.00 |
|
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
3.02 Unregistered Sales of Equity Securities.
On
January 27, 2026, Brand Engagement Network, Inc. (the “Company”) issued an aggregate of 93,313 shares of its common stock,
par value $0.0001 per share (the “Common Stock”), in connection with the exercise of certain warrants by investors and the
conversion of debt. Specifically:
| ● | The
Company received $1,456,332 in cash proceeds from the exercise of warrants, incentive stock
options (ISOP) and long-term incentive plan (LTIP) with strike prices ranging between $16.58
and $37.00 per share. |
| ● | The
Company converted $737,500 of outstanding debt into shares of Common Stock. |
| ● | Average
conversion was approximately $23.51 a share. |
The
shares were issued in private transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The issuances did not involve
a public offering, and the Company made no general solicitation or advertisement in connection with the issuances.
Following
these issuances, the Company’s total outstanding shares of Common Stock are approximately 5,778,514 (unaudited estimate, including
the 93,313 newly issued shares), and the public float is approximately 3,129,047 shares (unaudited estimate, excluding the 93,313 newly
issued shares).
Item
8.01 Other Events.
The
Company is providing an update regarding its public warrants (the “Public Warrants”). Prior to the Company’s 1-for-10
reverse stock split, which became effective on December 12, 2025, the Public Warrants had an exercise price of $11.50 per share, and
there were 16,440,962 Public Warrants outstanding. Following the reverse stock split, the exercise price was adjusted to $115.00 per
share, and number of shares underlying the Public Warrants was adjusted to 1,644,094.
If
all outstanding Public Warrants were exercised at the adjusted exercise price of $115.00 per share, the Company would receive approximately
$189,071,063 in gross proceeds. The Company notes that Nasdaq and certain brokerages have not yet updated their systems to reflect the
post-reverse split adjustments to the Public Warrants since the reverse stock split became effective on December 12, 2025. The Company
is working with relevant parties to ensure these updates are made promptly.
On
January 27, 2026, the Company issued a press release announcing the warrant exercises, debt conversion, and the update on the Public
Warrants. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated January 27, 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:
|
January
27, 2026 |
|
| |
|
|
| By:
|
/s/
Tyler Luck |
|
| Name: |
Tyler
Luck |
|
| Title:
|
Chief
Executive Officer |
|
EXHIBIT
99.1
FOR
IMMEDIATE RELEASE
Brand
Engagement Network Reports $1.46 Million in Cash Proceeds from Warrant Exercises and $737,500 Debt Conversion; Provides Public Warrants
Update
Wilmington,
Del – January 27, 2026 – Brand Engagement Network, Inc. (Nasdaq: BNAI) (“BEN” or the “Company”),
a leading provider of AI-driven customer engagement solutions, today announced the issuance of shares of its common stock in connection
with warrant exercises, equity incentive plan exercises, and the conversion of outstanding debt, strengthening the Company’s balance
sheet.
Transaction
Summary:
| ● | Cash
Infusion: The Company received $1,456,332 in cash proceeds from the exercise of warrants,
incentive stock options, and long-term incentive plan awards, with strike prices ranging
from $16.58 to $37.00 per share. |
| ● | Debt
Reduction: The Company converted $737,500 of outstanding debt into shares of common stock. |
| ● | Equity
Issued: An aggregate of 93,313 shares of common stock were issued in connection with
these transactions.
Following these issuances, the Company has approximately 5,778,514 shares of common stock
outstanding (unaudited estimate, including the newly issued shares) and a public float of
approximately 3,129,047 shares (unaudited estimate, excluding the newly issued shares). |
| ● | Public
Warrants Update: Post the 1-for-10 reverse split (effective Dec. 12, 2025), warrants
now exercise at $115.00/share (up from $11.50), with 1,644,096 outstanding (down from 16,440,962).
If all outstanding public warrants were exercised at the adjusted exercise price, the Company
would receive approximately $189.1 million in gross proceeds. The Company notes that certain
market systems and brokerage platforms have not yet fully reflected the post-split warrant
adjustments and is actively working with the relevant parties to ensure accurate updates. |
“These
warrant exercises and debt conversions further strengthen our balance sheet and simplify our capital structure,” said Tyler Luck,
Chief Executive Officer of Brand Engagement Network. “We remain focused on disciplined capital management as we execute on our
growth strategy.”
About
Brand Engagement Network, Inc. (Nasdaq: BNAI)
Brand Engagement Network, Inc. (“BEN”) is a provider of secure, enterprise-grade artificial intelligence solutions that
enable natural conversations, workflow automation, and real-world execution across text, voice, and avatar-based experiences. Designed
for regulated and high-impact industries, BEN delivers highly personalized, multimodal AI within secure, closed-loop environments—helping
organizations modernize operations, improve decision-making, and enhance customer engagement. BEN’s platform is powered by proprietary
technology, including its Engagement Language Model (ELM™), and is built with governance, compliance, and reliability embedded
by design. For more information, please visit www.brandengagementnetwork.com.
BEN
Investor Relations Contact: investors@beninc.ai
BEN
Media Contact: amy@beninc.ai
Forward-Looking
Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results
to differ materially. Factors that may affect results are detailed in the Company’s filings with the U.S. Securities and Exchange
Commission. BEN undertakes no obligation to update any forward-looking statements.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January
28, 2026
Brand
Engagement Network, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40130 |
|
98-1574798 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
300
Delaware Ave, Suite 210
Wilmington,
DE 19801
(Address
of principal executive offices) (Zip Code)
(307)
757-3650
(Registrant’s
telephone number, including area code)
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 |
Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $115.00 |
|
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
3.02 Unregistered Sales of Equity Securities.
On
January 27, 2026, Brand Engagement Network, Inc. (the “Company”) issued an aggregate of 93,313 shares of its common stock,
par value $0.0001 per share (the “Common Stock”), in connection with the exercise of certain warrants by investors and the
conversion of debt. Specifically:
| ● | The
Company received $1,456,332 in cash proceeds from the exercise of warrants, incentive stock
options (ISOP) and long-term incentive plan (LTIP) with strike prices ranging between $16.58
and $37.00 per share. |
| ● | The
Company converted $737,500 of outstanding debt into shares of Common Stock. |
| ● | Average
conversion was approximately $23.51 a share. |
The
shares were issued in private transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The issuances did not involve
a public offering, and the Company made no general solicitation or advertisement in connection with the issuances.
Following
these issuances, the Company’s total outstanding shares of Common Stock are approximately 5,778,514 (unaudited estimate, including
the 93,313 newly issued shares), and the public float is approximately 3,129,047 shares (unaudited estimate, excluding the 93,313 newly
issued shares).
Item
8.01 Other Events.
The
Company is providing an update regarding its public warrants (the “Public Warrants”). Prior to the Company’s 1-for-10
reverse stock split, which became effective on December 12, 2025, the Public Warrants had an exercise price of $11.50 per share, and
there were 16,440,962 Public Warrants outstanding. Following the reverse stock split, the exercise price was adjusted to $115.00 per
share, and number of shares underlying the Public Warrants was adjusted to 1,644,096.
If
all outstanding Public Warrants were exercised at the adjusted exercise price of $115.00 per share, the Company would receive approximately
$189,071,000 in gross proceeds. The Company notes that Nasdaq and certain brokerages have not yet updated their systems to reflect
the post-reverse split adjustments to the Public Warrants since the reverse stock split became effective on December 12, 2025. The Company
is working with relevant parties to ensure these updates are made promptly.
On
January 28, 2026, the Company issued a press release announcing the warrant exercises, debt conversion, and the update on the
Public Warrants. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated January 28, 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:
|
January
28, 2026 |
|
| |
|
|
| By:
|
/s/
Tyler Luck |
|
| Name: |
Tyler
Luck |
|
| Title:
|
Chief
Executive Officer |
|
EXHIBIT
99.1
FOR
IMMEDIATE RELEASE
Brand
Engagement Network Reports $1.46 Million in Cash Proceeds from Warrant Exercises and $737,500 Debt Conversion; Provides Public Warrants
Update
Wilmington,
Del – January 28, 2026 – Brand Engagement Network, Inc. (Nasdaq: BNAI) (“BEN” or the “Company”),
a leading provider of AI-driven customer engagement solutions, today announced the issuance of shares of its common stock in connection
with warrant exercises, equity incentive plan exercises, and the conversion of outstanding debt, strengthening the Company’s balance
sheet.
Transaction
Summary:
| ● | Cash
Infusion: The Company received $1,456,332 in cash proceeds from the exercise of warrants,
incentive stock options, and long-term incentive plan awards, with strike prices ranging
from $16.58 to $37.00 per share. |
| ● | Debt
Reduction: The Company converted $737,500 of outstanding debt into shares of common stock. |
| ● | Equity
Issued: An aggregate of 93,313 shares of common stock were issued in connection with
these transactions.
Following these issuances, the Company has approximately 5,778,514 shares of common stock
outstanding (unaudited estimate, including the newly issued shares) and a public float of
approximately 3,129,047 shares (unaudited estimate, excluding the newly issued shares). |
| ● | Public
Warrants Update: Post the 1-for-10 reverse split (effective Dec. 12, 2025), warrants
now exercise at $115.00/share (up from $11.50), with 1,644,096 outstanding (down from 16,440,962).
If all outstanding public warrants were exercised at the adjusted exercise price, the Company
would receive approximately $189,071,000 in gross proceeds. The Company notes that certain
market systems and brokerage platforms have not yet fully reflected the post-split warrant
adjustments and is actively working with the relevant parties to ensure accurate updates. |
“These
warrant exercises and debt conversions further strengthen our balance sheet and simplify our capital structure,” said Tyler Luck,
Chief Executive Officer of Brand Engagement Network. “We remain focused on disciplined capital management as we execute on our
growth strategy.”
“We
truly appreciate the support from all our shareholders, including the dedicated retail investors who’ve believed in BEN’s
long-term vision. Your commitment helps fuel our focus on execution, partnerships, and delivering value. Thank you—we’re
grateful and remain committed to building on this momentum together, stated Mr. Luck.”
About
Brand Engagement Network, Inc. (Nasdaq: BNAI)
Brand Engagement Network, Inc. (“BEN”) is a provider of secure, enterprise-grade artificial intelligence solutions that
enable natural conversations, workflow automation, and real-world execution across text, voice, and avatar-based experiences. Designed
for regulated and high-impact industries, BEN delivers highly personalized, multimodal AI within secure, closed-loop environments—helping
organizations modernize operations, improve decision-making, and enhance customer engagement. BEN’s platform is powered by proprietary
technology, including its Engagement Language Model (ELM™), and is built with governance, compliance, and reliability embedded
by design. For more information, please visit www.brandengagementnetwork.com.
BEN
Investor Relations Contact: investors@beninc.ai
BEN
Media Contact: amy@beninc.ai
Forward-Looking
Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results
to differ materially. Factors that may affect results are detailed in the Company’s filings with the U.S. Securities and Exchange
Commission. BEN undertakes no obligation to update any forward-looking statements.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 28, 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) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
300
Delaware Ave, Suite 210
Wilmington,
DE 19801
(Address
of principal executive offices) (Zip Code)
(307)
757-3650
(Registrant’s
telephone number, including area code)
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 |
| Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $115.00 |
|
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
7.01 Regulation FD Disclosure.
On
January 28, 2026, Brand Engagement Network, Inc. (the “Company”) issued an aggregate of 48,702 shares of its common stock,
par value $0.0001 per share (the “Common Stock”) upon the exercise of previously issued and registered warrants.
The Company received $1,315,974 in cash proceeds from these warrant exercises, with exercise prices ranging between
$25.00 and $37.00 per share. The shares were issued pursuant to an effective registration statement.
Following
these issuances, the Company’s total outstanding shares of Common Stock are approximately 5,827,216 (unaudited estimate, including
the 48,702 newly issued shares), and the public float is approximately 3,129,047 shares (unaudited estimate, excluding the 48,702 newly
issued shares).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 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: |
January 29, 2026 |
|
| |
|
|
| By: |
/s/ Tyler Luck |
|
| Name: |
Tyler Luck |
|
| Title: |
Chief Executive Officer |
|
