UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On January 29, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Ben Capital Fund I, LLC for a private placement of 24,000 shares of the Company’s common stock at a purchase price of $63.25 per share, for total gross proceeds of $1,518,000.
The investment will be funded in three equal installments of $506,000, with closings expected to occur on January 30, 2026, February 25, 2026, and March 25, 2026. The SPA includes no warrant coverage.
The securities were offered and sold pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 3.02 Unregistered Sales of Equity Securities
On January 29, 2026, the Company issued an aggregate of 33,653 shares of Common Stock upon the cash exercise of outstanding warrants, generating total gross proceeds of $818,302 as follows:
| ● | 19,750 shares exercised at $25.00 per share, resulting in gross proceeds of $493,750; |
| ● | 8,202 shares exercised at $37.00 per share, resulting in gross proceeds of $303,474; and |
| ● | 5,701 shares exercised at $3.70 per share, resulting in gross proceeds of $21,078.70. |
The shares were issued in transactions exempt from the registration requirements of the Securities Act of 1933, as amended.
Item 8.01 Other Events
January 29, 2026, the Company repaid in full an aggregate of $640,332.46 of outstanding indebtedness. This included the payment of $630,332.46 owed to Hana Bank, South Korea, thereby satisfying the obligations under the Asset Purchase Agreement dated May 3, 2023, through January 30, 2026.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release dated January 30, 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 30, 2026 | ||
| By: | /s/ Tyler Luck | |
| Name: | Tyler Luck | |
| Title: | Chief Executive Officer | |