Brand Engagement Network Inc. 8-K

What Happened

• On January 27, 2026, Brand Engagement Network, Inc. issued 93,313 shares of common stock following exercises of warrants, incentive stock options (ISOP) and long-term incentive plan (LTIP) options and a conversion of outstanding debt. The company received $1,456,332 in cash from exercises and converted $737,500 of debt into shares (average conversion ≈ $23.51 per share). The company disclosed these actions in an 8-K filed January 28, 2026 and attached a press release.

Key Details

• 93,313 shares issued on January 27, 2026 in private, exempt transactions (Section 4(a)(2) and/or Regulation D).
• $1,456,332 cash proceeds from exercises with strike prices between $16.58 and $37.00 per share.
• $737,500 of debt converted into shares; average conversion price ≈ $23.51 per share.
• Post-issuance shares outstanding ≈ 5,778,514 (unaudited estimate); public float ≈ 3,129,047 (unaudited estimate).
• Public Warrants adjusted after a 1-for-10 reverse split effective December 12, 2025: exercise price moved from $11.50 to $115.00 and underlying shares reduced from 16,440,962 to 1,644,096; full exercise at $115 would yield ≈ $189,071,000 in gross proceeds. The company noted Nasdaq and some brokerages have not yet updated systems to reflect these adjustments.

Why It Matters

• The exercises and debt conversion raised cash ($1.46M) and reduced outstanding debt ($737.5K), improving near-term liquidity without a public offering.
• The reverse-split adjustment to the Public Warrants materially increased the per-warrant exercise price (to $115) and reduced the warrant count; if exercised, the warrants represent a substantial potential capital inflow (~$189M).
• Temporary system delays by Nasdaq/brokerages in reflecting the warrant adjustments could affect trading or exercise processing until updates are completed. Investors should note the updated share counts, potential dilution from warrants, and the company’s statement that these figures are unaudited estimates.