Brand Engagement Network Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits
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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 | |