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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 |
|
