Brand Engagement Network (NASDAQ: BNAI) adds new equity and repays debt

Rhea-AI Filing Summary

Brand Engagement Network, Inc. entered into a Securities Purchase Agreement with Ben Capital Fund I, LLC for a private placement of 24,000 common shares at $63.25 per share, for total gross proceeds of $1,518,000, funded in three equal closings on January 30, 2026, February 25, 2026, and March 25, 2026, with no warrant coverage.

The company also received $818,302 in cash from the exercise of 33,653 outstanding warrants at prices of $25.00, $37.00 and $3.70 per share. On January 29, 2026, it repaid $640,332.46 of indebtedness, including $630,332.46 to Hana Bank, fully satisfying obligations under a prior asset purchase agreement.

Insights

Capital structure and liquidity analyst

Company combines new equity, warrant exercises and debt repayment, modestly reshaping liquidity and leverage.

Brand Engagement Network is raising fresh equity and simplifying its balance sheet. A private placement of 24,000 common shares at $63.25 per share brings in gross cash of $1,518,000 across three scheduled closings in Q1 2026, with no attached warrants.

In parallel, holders exercised 33,653 existing warrants for total cash proceeds of $818,302, indicating some willingness to convert derivative securities into common stock. The company then repaid $640,332.46 of debt, including $630,332.46 owed to Hana Bank, thereby satisfying obligations under a prior asset purchase agreement through January 30, 2026.

The combined actions increase cash from equity sources while reducing outstanding indebtedness, trading some dilution for lower leverage. Actual impact on shareholders depends on the company’s overall size, existing capital structure, and how the new funds are ultimately deployed in its operations.

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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 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

FAQ

What new equity financing did Brand Engagement Network (BNAI) agree to on January 29, 2026?

Brand Engagement Network agreed to a private placement of 24,000 common shares at $63.25 per share, totaling $1,518,000 in gross proceeds. The investment from Ben Capital Fund I, LLC will fund in three equal installments scheduled for January 30, February 25, and March 25, 2026.

Did the Brand Engagement Network (BNAI) private placement include warrants?

No, the private placement with Ben Capital Fund I, LLC includes no warrant coverage. The transaction consists solely of 24,000 common shares sold at $63.25 per share, for total gross proceeds of $1,518,000, funded in three equal closings in the first quarter of 2026.

How much cash did Brand Engagement Network (BNAI) receive from warrant exercises?

The company received total gross proceeds of $818,302 from the cash exercise of 33,653 warrants. These exercises included 19,750 shares at $25.00, 8,202 shares at $37.00, and 5,701 shares at $3.70 per share, all issued under Securities Act exemptions.

What debt did Brand Engagement Network (BNAI) repay on January 29, 2026?

Brand Engagement Network repaid an aggregate $640,332.46 of outstanding indebtedness on January 29, 2026. This amount included $630,332.46 owed to Hana Bank, South Korea, satisfying obligations under an Asset Purchase Agreement dated May 3, 2023, through January 30, 2026.

Were the new Brand Engagement Network (BNAI) share issuances registered with the SEC?

No, both the private placement shares and the warrant exercise shares were issued under registration exemptions. The company states the securities were offered and sold pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended.

Who is the investor in Brand Engagement Network’s (BNAI) new private placement?

The investor is Ben Capital Fund I, LLC, which agreed to purchase 24,000 common shares. The shares are priced at $63.25 each, for total gross proceeds of $1,518,000, to be funded in three equal installments during early 2026, without any accompanying warrants.