Brand Engagement Network Inc. 8-K

What Happened

• Brand Engagement Network, Inc. (BNAI) filed an 8‑K on January 28, 2026 disclosing that on January 27, 2026 it issued a total of 93,313 shares of common stock in private, unregistered transactions related to warrant exercises, incentive plans, and debt conversion. The company received $1,456,332 in cash from exercises of warrants, ISOP and LTIP awards, and converted $737,500 of outstanding debt into shares. The company reports an average conversion price of approximately $23.51 per share. The issuances were made under exemptions to registration (Section 4(a)(2) and/or Regulation D).

Key Details

• Shares issued on January 27, 2026: 93,313 common shares (private, unregistered issuances).
• Cash proceeds from exercises: $1,456,332; debt converted to equity: $737,500.
• Post-issuance outstanding shares (unaudited estimate): ~5,778,514 common shares (including the 93,313 new shares); public float (unaudited estimate, excluding the 93,313 new shares): ~3,129,047 shares.
• Public Warrants update: following the 1-for-10 reverse split effective December 12, 2025, Public Warrants’ exercise price was adjusted from $11.50 to $115.00 and underlying shares adjusted from 16,440,962 to 1,644,094; full exercise at $115.00 would generate about $189,071,063. The company noted that Nasdaq and some brokerages have not yet updated systems to reflect these adjustments.

Why It Matters

• These transactions modestly increase the company’s outstanding shares and provide near-term cash of about $1.46 million while converting $737,500 of debt to equity, which affects capitalization and liquidity.
• The adjusted Public Warrants represent a significant potential source of equity and cash if exercised (roughly $189 million at the adjusted price), and the company is working with exchanges and brokerages to ensure systems reflect the post‑reverse‑split adjustments—delays could affect exercise processing or displays of warrant terms.
• Retail investors should note the issuance method (private, exempt transactions) and the updated warrant terms; both influence dilution and potential future fundraising but the filing contains no forward guidance or management commentary beyond these facts.