BNAI 8-K
Brand Engagement Network Inc. (BNAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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: [email protected]
BEN Media Contact: [email protected]
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.