Brand Engagement Network (NASDAQ: BNAI) terminates $50.0 million equity line

Rhea-AI Filing Summary

Brand Engagement Network, Inc. reported that on February 4, 2026 it terminated its Standby Equity Purchase Agreement with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP. This facility had allowed the company to sell up to $50.0 million of common stock over time.

The company elected to end the arrangement effective immediately, and the termination did not trigger any material early termination penalties or continuing obligations. Since a 1-for-10 reverse stock split effective December 12, 2025, the company completed one drawdown under this equity facility.

Insights

Capital markets and corporate finance analyst

Company ends $50.0 million standby equity line without penalties.

Brand Engagement Network, Inc. terminated its Standby Equity Purchase Agreement with YA II PN, Ltd., which had permitted sales of up to $50.0 million in common stock. This type of facility functions as a backstop source of equity capital the company could tap when needed.

The filing states the termination is effective immediately and involved no material early termination penalties or ongoing obligations, limiting direct financial cost. It also notes only one drawdown occurred after the 1-for-10 reverse stock split effective on December 12, 2025, suggesting modest recent use of the facility.

Ending the agreement removes a potential future funding avenue and any associated issuance mechanics. Future disclosures in periodic reports may provide more context on the company’s alternative capital plans and how it intends to address any ongoing funding or liquidity needs.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 4, 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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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		BNAIW		The Nasdaq Stock Market LLC

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 1.02 Termination of a Material Definitive Agreement

On February 4, 2026, Brand Engagement Network, Inc. (the “Company”) terminated its Standby Equity Purchase Agreement dated August 26, 2024 (the “Agreement”) with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP. The Agreement previously permitted the Company to sell up to $50.0 million of its common stock to the investor from time to time, subject to specified conditions.

Brand Engagement Network, Inc. elected to terminate the facility effective immediately, and the termination did not result in any material early termination penalties or continuing obligations.

Since the Company’s 1-for-10 reverse stock split effective December 12, 2025, the Company completed one drawdown under the facility.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1		Press Release dated February 5, 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: February 5, 2026

By:	/s/ Tyler Luck
Name:	Tyler Luck
Title:	Chief Executive Officer

FAQ

What did Brand Engagement Network (BNAI) announce in this 8-K filing?

Brand Engagement Network, Inc. announced it terminated its Standby Equity Purchase Agreement with YA II PN, Ltd. The facility had allowed sales of up to $50.0 million of common stock, and its termination was effective immediately without material early termination penalties or continuing obligations.

How large was the equity facility Brand Engagement Network (BNAI) ended?

The Standby Equity Purchase Agreement allowed Brand Engagement Network to sell up to $50.0 million of its common stock to YA II PN, Ltd. This represented a potential funding source the company could access over time, subject to conditions described in the agreement.

Did Brand Engagement Network (BNAI) incur penalties for terminating the equity agreement?

The company stated that terminating the Standby Equity Purchase Agreement did not result in any material early termination penalties or continuing obligations. This indicates the decision to end the facility did not create a significant direct financial cost or long-term contractual burden.

Who was Brand Engagement Network’s counterparty in the terminated equity facility?

The Standby Equity Purchase Agreement was with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP. Under this arrangement, YA II PN, Ltd. served as the investor that could purchase Brand Engagement Network’s common stock up to the agreed dollar limit.

How often did Brand Engagement Network (BNAI) use the equity facility after its reverse stock split?

Following the company’s 1-for-10 reverse stock split effective December 12, 2025, Brand Engagement Network completed one drawdown under the Standby Equity Purchase Agreement. This suggests the facility saw limited use in the period after the reverse split.

What type of security was covered by Brand Engagement Network’s terminated agreement?

The Standby Equity Purchase Agreement permitted Brand Engagement Network to sell shares of its common stock, par value $0.0001 per share. These shares are listed on The Nasdaq Stock Market LLC under the trading symbol BNAI, alongside listed warrants trading as BNAIW.