Prospectus
Supplement No. 16
(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 Current Report on Form
8-K filed on January 30, 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 29, 2026, the last reported sales price of the Common Stock was $52.63 per share, and the last
reported sales price of our Public Warrants was $0.3605 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 30, 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 29, 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)
(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
1.01 Entry into a Material Definitive Agreement
On
January 29, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”)
with Ben Capital Fund I, LLC for a private placement of 24,000 shares of the Company’s common stock at a purchase price of $63.25
per share, for total gross proceeds of $1,518,000.
The
investment will be funded in three equal installments of $506,000, with closings expected to occur on January 30, 2026, February 25,
2026, and March 25, 2026. The SPA includes no warrant coverage.
The
securities were offered and sold pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item
3.02 Unregistered Sales of Equity Securities
On
January 29, 2026, the Company issued an aggregate of 33,653 shares of Common Stock upon the cash exercise of outstanding warrants, generating
total gross proceeds of $818,302 as follows:
| ● |
19,750
shares exercised at $25.00 per share, resulting in gross proceeds of $493,750; |
| ● |
8,202
shares exercised at $37.00 per share, resulting in gross proceeds of $303,474; and |
| ● |
5,701
shares exercised at $3.70 per share, resulting in gross proceeds of $21,078.70. |
The
shares were issued in transactions exempt from the registration requirements of the Securities Act of 1933, as amended.
Item
8.01 Other Events
January
29, 2026, the Company repaid in full an aggregate of $640,332.46 of outstanding indebtedness. This included the payment of $630,332.46
owed to Hana Bank, South Korea, thereby satisfying the obligations under the Asset Purchase Agreement dated May 3, 2023, through January
30, 2026.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| 99.1 |
|
Press Release dated January 30, 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 30, 2026 |
|
| |
|
|
| By: |
/s/
Tyler Luck |
|
| Name: |
Tyler
Luck |
|
| Title:
|
Chief
Executive Officer |
|
EXHIBIT
99.1
Press
Release
FOR
IMMEDIATE RELEASE
Brand
Engagement Network Secures $1.518M Premium Private Placement at $63.25 a Share, Strengthens Balance Sheet with $818K in Warrant Proceeds,
Full Debt Repayment
WILMINGTON,
Del., Jan. 30, 2026 /PRNewswire/ — Brand Engagement Network, Inc. (“BEN”) (Nasdaq: BNAI), a provider of secure,
enterprise-grade artificial intelligence solutions, today announced the receipt of $818,302.70 in cash proceeds from warrant exercises,
the repayment of legacy debt, and the execution of a $1.518 million private placement, further strengthening the Company’s balance
sheet and financial flexibility.
The
warrant exercises were completed for cash and consisted of:
| ● |
19,750
shares exercised at $25.00 per share, generating $493,750 in gross proceeds; |
| ● |
8,202
shares exercised at $37.00 per share, generating $303,474 in gross proceeds; and |
| ● |
5,701
shares exercised at $3.70 per share, generating $21,078.70 in gross proceeds. |
In
addition, during January 2026, BEN repaid $640,332.46 in outstanding loans, including $630,332.46 related to loans with Hana Bank, South
Korea, thereby satisfying the Company’s liabilities under the Asset Purchase Agreement dated May 3, 2023, through January 30, 2026.
Separately,
BEN entered into a securities purchase agreement for a $1.518 million private placement with Ben Capital Fund I, LLC, priced at $63.25
per share, representing an issuance of 24,000 shares of common stock. The investment will be funded in three equal installments of $506,000,
with closings scheduled for January 30, February 25, and March 25, 2026. The transaction includes no warrant coverage and was priced
at a premium to the Company’s January 29, 2026 closing price.
“This
week reflects continued execution against our financial strategy,” said Tyler Luck, Chief Executive Officer of Brand Engagement
Network. “The combination of warrant exercises, debt repayment, and a premium-priced private placement strengthens our balance
sheet and positions BEN to move forward with focus and flexibility as we execute on our business objectives.”
The
securities described herein were offered and sold in private transactions pursuant to exemptions from the registration requirements of
the Securities Act of 1933, as amended.
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 to help organizations
modernize operations, improve decision-making, and enhance customer engagement. BEN’s platform is powered by proprietary technology,
including its Engagement Language Model (ELM™), with governance, compliance, and reliability embedded by design. For more information,
please visit www.brandengagementnetwork.com.
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 subject to risks and uncertainties that could cause actual results to differ materially. Additional information regarding these risks
is contained in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update
forward-looking statements, except as required by law.
