品牌互动网络股份有限公司美股招股说明书(2026-02-02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 Delawarecorporation (the “Company,” “we,” “us” or “our”), dated August 13, 2024, which forms a part of our Registration Statement on FormS-1, as amended (Registration No. 333-280366) (the “Prospectus”). This prospectus supplement is being filed to update andsupplement the information in the Prospectus with the information contained in certain of our filings filed with the Securities and This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates andsupplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this Our common stock, par value $0.0001 per share (the “Common Stock”) and the public warrants representing the right to acquireone share of Common Stock for $115.00 (the “Public Warrants”), are listed on Nasdaq under the symbols “BNAI,” and “BNAIW,”respectively. On January 29, 2026, the last reported sales price of the Common Stock was $52.63 per share, and the last reported salesprice of our Public Warrants was $0.3605 per Public Warrant. We are an “emerging growth company” and a “smaller reporting Investing in our securities involves risk. See “Risk Factors” beginning on page 9 of the Prospectus and read about factorsyou should consider before 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 ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is January 30, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSION 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 29, 2026 Brand Engagement Network, Inc. (Exact name of registrant as specified in its charter) 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 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 Name of each exchange on which registered Trading Symbol(s) Common Stock, par value $0.0001 per shareWarrants, each whole warrant exercisable for oneshare of Common Stock at an exercise price of The Nasdaq Stock Market LLCThe Nasdaq Stock Market LLC BNAIBNAIW 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ 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 The investment will be funded in three equal installments of $506,000, with closings expected to occur on January 30, 2026, February25, 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, asamended. 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 outstandingwarrants, 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 thepayment of $630,332.46 owed to Hana Bank, South Korea, thereby satisfying