Brand Engagement Network Inc

As filed with the Securities and Exchange Commission on April 12, 2024.

Registration No. 333 -

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BRAND ENGAGEMENT NETWORK INC.

(Exact name of registrant as specified in its charter)

**145 E. Snow King Ave **

PO Box 1045

Jackson, WY 83001

**(214) 445-4700 **

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Michael Zacharski

**145 E. Snow King Ave **

PO Box 1045

Jackson, WY 83001

**(214) 445-4700 **

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Matthew L. Fry, Esq.

Haynes and Boone, LLP

2801 N. Harwood St.

Suite 2300

Dallas, Texas 75201

(214) 651-5000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 12, 2024

PRELIMINARY PROSPECTUS

BRAND ENGAGEMENT NETWORK INC.

46,752,838** Shares of Common Stock (Inclusive of 21,190,316 Shares of Common Stock**

Underlying Warrants, 1,583,334 Shares of Common Stock Underlying Convertible Notes and 163,407 Shares of Common Stock Underlying Options)

6,126,010 Warrants to Purchase Common Stock

This prospectus relates to the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees, of (a) up to 23,815,781 shares of our common stock, par value $0.0001 (“Common Stock”) held by certain existing stockholders of the Company, (b) 6,126,010 private placement warrants, with each warrant exercisable for one share of Common Stock at an exercise price of $11.50 (the “Private Placement Warrants”), (c) 1,583,334 shares of Common Stock issuable upon the exercise of a convertible promissory note issued to J.V.B. Financial Group, LLC (the “Cohen Convertible Note”) (d) 6,126,010 shares of Common Stock issuable upon the exercise of the Private Placement Warrants, (e) 54,019 shares of our Common Stock underlying certain Compensatory Warrants (as defined below), (f) and 3,750,000 shares of our Common Stock underlying a warrant issued in connection with the Reseller Agreement (as defined below), with the warrant exercisable for up to 3,750,000 shares at an exercise price $10.00 per share (the “Reseller Warrant”).

This prospectus also relates to the issuance by us to persons, including those other than the original purchaser thereof or its affiliates, of up to 17,603,723 shares of our Common Stock that may be issued upon exercise of the Private Placement Warrants, Public Warrants (as defined below) and all of the compensatory warrants with each compensatory warrant exercisable for one share of Common Stock at an exercise price ranging from $0.38 to $3.71 (the “Compensatory Warrants,” collectively with the Private Placement Warrants and the Public Warrants, the “Warrants”). Additionally, this prospectus also relates to the issuance of up to 163,407 shares of our Common Stock that may be issued upon exercise of certain options (the “ISOPs”) of the Company held by parties not affiliated with the Company. The shares of Common Stock and the Private Placement Warrants that may be sold by the Selling Holders and the shares of Common Stock that may be issued by us are collectively referred to in this prospectus as the “Offered Securities.” We will not receive any of the proceeds from the sale by the Selling Holders of the Offered Securities.

To the extent the Warrants are exercised for cash, we will receive cash proceeds from the exercise of the Warrants. See “Description of Securities.” We believe the likelihood that the Private Placement Warrant holders and the Public Warrant holders will exercise their Private Placement Warrants or Public Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock is less than $11.50 per share, we believe holders of our Private Placement Warrants and Public Warrants are unlikely to exercise their Private Placement Warrants or Public Warrants, respectively. Conversely, these holders are more likely to exercise their Private Placement Warrants or Public Warrants the higher the price of our Common Stock is above $11.50 per share. The closing price of our Common Stock on The Nasdaq Capital Market (“Nasdaq”) on April 11, 2024 was below the Warrant exercise price of $11.50 per share. Likewise, we believe the likelihood that the holders of the Compensatory Warrants and Reseller Warrants will exercise their respective securities is based upon whether the trading price of the Company’s Common Stock is in excess of the strike price of the respective securities.

We will bear all costs, expenses and fees in connection with the registration of Offered Securities. The Selling Holders will bear all commissions and discounts, if any, attributable to their respective sales of Offered Securities. We are registering certain shares of our Common Stock and Warrants for sale by certain of the Selling Holders pursuant to registration rights agreements with certain the Selling Holders. See the section of this prospectus entitled “Selling Security Holders” for more information.

The Selling Holders may offer and sell the Offered Securities owned by them covered by this prospectus from time to time. The Selling Holders may offer and sell the Offered Securities owned by them covered by this prospectus in a number of different ways and at varying prices. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. The sale or the possibility of sale of the Common Stock and Warrants being offered pursuant to this prospectus may negatively impact the market price of the Common Stock and Warrants. See the section titled “Selling Security Holders” for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

Our Common Stock and the public warrants representing the right to acquire one share of Common Stock for $11.50 (the “Public Warrants”), are listed on Nasdaq under the symbols “BNAI,” and “BNAIW”, respectively. On April 11, 2024, the last reported sales price of the Common Stock was $6.00 per share, and the last reported sales price of our Public Warrants was $0.1001 per Public Warrant. We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings.

See “Risk Factors” beginning on page 6 to read about factors you should consider before investing in shares of our Common Stock and Warrants.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is April , 2024

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