8-K - BNAI - Equibles

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

BrandEngagement Network, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40130	98-1574798
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> 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<br> to Rule 425 under the Securities Act
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act

Securitiesregistered 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. ☐

Item1.02 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.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release<br> dated February 5, 2026
104	Cover Page Interactive Data File (embedded<br> 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

EXHIBIT99.1

FORIMMEDIATE RELEASE

BrandEngagement Network Terminates $50 Million Standby Equity Purchase Agreement, Strengthening Balance Sheet and Reducing Potential Dilution

WILMINGTON,Del., Feb. 5, 2026 — Brand Engagement Network, Inc. (Nasdaq: BNAI) (“BEN” or the “Company”), a provider of secure, enterprise-grade artificial intelligence solutions, today announced the termination of its Standby Equity Purchase Agreement dated August 26, 2024 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.

The termination was effective immediately, with no outstanding obligations or advances under the facility. Since the Company’s 1-for-10 reverse stock split became effective on December 12, 2025, BEN utilized the facility for only one drawdown. In addition, the Company recently closed the first installment of its $1.518 million premium private placement and anticipates the remaining closings in February and March 2026. For the avoidance of doubt, BEN - elected to terminate the facility, and there are no outstanding obligations or advances thereunder.

As of the date of this announcement, the Company’s has approximately 5,834,052 shares outstanding (unaudited), with approximately 3,377,446 shares in the public float (unaudited). Recent warrant exercises, debt conversions, and premium private placements have strengthened the Company’s balance sheet while minimizing dilution.

“We remain focused on maintaining a disciplined capital strategy and a clean capital structure as we scale revenue-generating deployments,” said Tyler Luck, Chief Executive Officer.

AboutBrand 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.

Forward-LookingStatements

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. BEN undertakes no obligation to update forward-looking statements except as required by law.

Contacts

Investor Relations – investors@beninc.ai | Media – amy@beninc.ai