Brand Engagement Network (NASDAQ: BNAI) gains $1,315,974 from warrant exercises

Rhea-AI Filing Summary

Brand Engagement Network, Inc. reported that holders exercised previously issued, registered warrants for a total of 48,702 shares of common stock. These exercises generated cash proceeds of $1,315,974, at exercise prices between $25.00 and $37.00 per share, with all shares issued under an effective registration statement.

After these issuances, the company estimates it has approximately 5,827,216 shares of common stock outstanding and an estimated public float of about 3,129,047 shares, both described as unaudited figures.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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): January 28, 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) (Zip Code)

(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 7.01 Regulation FD Disclosure.

On January 28, 2026, Brand Engagement Network, Inc. (the “Company”) issued an aggregate of 48,702 shares of its common stock, par value $0.0001 per share (the “Common Stock”) upon the exercise of previously issued and registered warrants. The Company received $1,315,974 in cash proceeds from these warrant exercises, with exercise prices ranging between $25.00 and $37.00 per share. The shares were issued pursuant to an effective registration statement.

Following these issuances, the Company’s total outstanding shares of Common Stock are approximately 5,827,216 (unaudited estimate, including the 48,702 newly issued shares), and the public float is approximately 3,129,047 shares (unaudited estimate, excluding the 48,702 newly issued shares).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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 29, 2026
By:	/s/ Tyler Luck
Name:	Tyler Luck
Title:	Chief Executive Officer

FAQ

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

Brand Engagement Network disclosed that investors exercised previously issued warrants for 48,702 common shares, generating $1,315,974 in cash. The shares were issued under an effective registration statement, and the company provided updated unaudited estimates for total shares outstanding and public float.

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

Brand Engagement Network received $1,315,974 in cash from the exercise of previously issued and registered warrants. The warrants were exercised at prices ranging from $25.00 to $37.00 per share, resulting in the issuance of 48,702 new common shares to the exercising holders.

How many new shares did Brand Engagement Network (BNAI) issue from warrant exercises?

The company issued 48,702 shares of its common stock upon the exercise of previously issued and registered warrants. These new shares were issued under an effective registration statement and contributed to updated estimates of the company’s total outstanding shares and public float levels.

What are Brand Engagement Network’s estimated shares outstanding after the warrant exercises?

Following the warrant exercises, Brand Engagement Network estimates it has approximately 5,827,216 common shares outstanding. This unaudited figure includes the 48,702 newly issued shares and provides investors with an updated view of the company’s total equity base after the transactions.

What is the estimated public float of Brand Engagement Network (BNAI) after these transactions?

The company reports an estimated public float of approximately 3,129,047 common shares. This unaudited estimate specifically excludes the 48,702 newly issued shares from the recent warrant exercises, giving a view of the shares considered freely tradable in the public market.

At what prices were Brand Engagement Network (BNAI) warrants exercised?

The warrants were exercised at prices ranging from $25.00 to $37.00 per share. These exercises, involving 48,702 shares of common stock, produced total cash proceeds of $1,315,974 for the company and were conducted under an effective registration statement for the underlying shares.