Brand Engagement Network Inc美股招股说明书(2026-01-28版)

BRAND ENGAGEMENT NETWORK INC. 6,393,333 Shares of Common Stock (Inclusive of 4,200,000 Shares of Common Stock Underlying Warrants) This prospectus supplement updates and supplements the prospectus of Brand Engagement Network Inc., a Delaware corporation (the “Company,”“we,” “us” or “our”), dated August 13, 2024, which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-280366) (the“Prospectus”). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained incertain of our filings filed with the Securities and Exchange Commission (the “SEC”), including our (i) Current Report on Form 8-K filed on March 28,2025, (ii) Annual Report on Form 10-K filed on March 31, 2025, (iii) Current Report on Form 8-K filed on May 23, 2025, (iv) Current Report on Form 8-Kfiled on May 30, 2025, (v) Quarterly Report on Form 10-Q filed on June 5, 2025, (vi) Current Report on Form 8-K filed on June 10, 2025, (vii) CurrentReport on Form 8-K filed on June 24, 2025, (viii) Current Report on Form 8-K filed on July 2, 2025, (ix) Current Report on Form 8-K filed on July 15, 2025,(x) Current Report on Form 8-K filed on July 21, 2025, (xi) Current Report on Form 8-K filed on August 18, 2025, (xii) Current Report on Form 8-K filed onAugust 27, 2025, (xiii) Current Report on Form 8-K filed on September 12, 2025, (xiv) Current Report on Form 8-K filed on September 19, 2025, (xv)Quarterly Report on Form 10-Q/A filed on October 14, 2025, (xvi) Current Report on Form 8-K filed on October 14, 2025, (xvii) Current Report on Form 8-K filed on November 10, 2025, (xviii) Quarterly Report on Form 10-Q filed on November 25, 2025, (xix) Current Report on Form 8-K filed on November28, 2025, (xx) Current Report on Form 8-K filed on December 1, 2025, (xxi) Current Report on Form 8-K filed on December 11, 2025, (xxii) Current Reporton Form 8-K filed on December 18, 2025, (xxiii) Current Report on Form 8-K filed on December 22, 2025, (xxiv) Current Report on Form 8-K filed onDecember 29, 2025, (xxv) Current Report on Form 8-K filed on December 31, 2025, and (xxvi) Current Report on Form 8-K filed on January 21, 2026(together, the “Additional Information”). Accordingly, we have attached the Additional Information to this prospectus supplement. This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the informationin the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the informationin this prospectus supplement. Our common stock, par value $0.0001 per share (the “Common Stock”) and the public warrants representing the right to acquire one share of CommonStock for $115.00 (the “Public Warrants”), are listed on Nasdaq under the symbols “BNAI,” and “BNAIW,” respectively. On January 27, 2026, the lastreported sales price of the Common Stock was $52.00 per share, and the last reported sales price of our Public Warrants was $0.40 per Public Warrant. Weare an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to complywith certain reduced public company reporting requirements for this and future filings. Investing in our securities involves risk. See “Risk Factors” beginning on page 9 of the Prospectus and read about factors you should considerbefore investing in shares of our Common Stock and Public Warrants. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is January 28, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or Section 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 BRAND ENGAGEMENT NETWORK INC. (Exact name of registrant as specified in its charter) 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 followingprovisions: ☐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: 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 Securit