Brand Engagement Network (Nasdaq: BNAI) Reports $1.46 Million in Cash Proceeds from Warrant Exercises and $737,500 Debt Conversion; Provides Public Warrants Update

Rhea-AI Summary

Brand Engagement Network (Nasdaq: BNAI) reported $1,456,332 in cash proceeds from warrant and option exercises and converted $737,500 of debt into equity, issuing 93,313 shares.

Post-issuance shares outstanding are about 5,778,514 and public float about 3,129,047 (unaudited estimates). Public warrants were adjusted after a 1-for-10 reverse split to an exercise price of $115.00 and now cover 1,644,096 shares, representing approximately $189,071,000 in potential gross proceeds if fully exercised. The company said some platforms have not yet reflected these warrant adjustments.

Positive

• Cash proceeds of $1,456,332 from warrant and option exercises
• Debt conversion of $737,500 into equity reduced liabilities
• Issued 93,313 shares, simplifying capital structure
• Adjusted public warrants imply $189,071,000 potential gross proceeds

Negative

• Delayed post-split warrant updates on Nasdaq and broker platforms could cause trading confusion

News Market Reaction

+21.15%

56 alerts

+21.15% News Effect

+58.2% Peak Tracked

-77.1% Trough Tracked

+$68M Valuation Impact

$387M Market Cap

0.3x Rel. Volume

On the day this news was published, BNAI gained 21.15%, reflecting a significant positive market reaction. Argus tracked a peak move of +58.2% during that session. Argus tracked a trough of -77.1% from its starting point during tracking. Our momentum scanner triggered 56 alerts that day, indicating high trading interest and price volatility. This price movement added approximately $68M to the company's valuation, bringing the market cap to $387M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Cash proceeds: $1,456,332 Debt converted: $737,500 Shares issued: 93,313 shares +5 more

8 metrics

Cash proceeds $1,456,332 From warrant, stock option, and LTIP exercises

Debt converted $737,500 Outstanding debt exchanged for common stock

Shares issued 93,313 shares New common stock from exercises and conversions

Shares outstanding 5,778,514 shares Unaudited estimate after new issuances

Public float 3,129,047 shares Unaudited estimate, excluding newly issued shares

Public warrant strike $115.00 per share Adjusted after 1-for-10 reverse stock split

Public warrants outstanding 1,644,096 warrants Shares underlying all public warrants

Potential gross proceeds $189,071,000 If all public warrants are exercised at adjusted strike

Market Reality Check

Price: $24.75 Vol: Volume 7,546,538 is below...

low vol

$24.75 Last Close

Volume Volume 7,546,538 is below the 20-day average of 23,656,359, suggesting no outsized trading spike ahead of this news. low

Technical Shares trade well above the 200-day MA of 4.18, with the stock at 52 but pulling back -16.24% in the last 24 hours.

Peers on Argus

While BNAI fell -16.24%, several peers were also weak: FAAS -8.3%, OLB -6.22%, a...

While BNAI fell -16.24%, several peers were also weak: FAAS -8.3%, OLB -6.22%, and DTSS -1.68%. Others like NEHC +11.46% and BLIN +0.31% diverged, indicating a mixed but partly sector-driven backdrop.

Historical Context

5 past events · Latest: Jan 21 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 21	AI licensing deal	Positive	+41.5%	Exclusive Africa AI licensing partnership with equity and revenue-sharing terms.
Dec 29	AI services agreement	Positive	+108.8%	Vendor agreement to build proprietary AI solution with expected Q4 revenue.
Dec 22	Liability reductions	Positive	-8.7%	About $2.49M of loans and payables removed via conversions and settlements.
Dec 18	Debt conversion	Positive	+12.4%	Over $1.24M in liabilities reduced via affiliate debt conversion and settlements.
Dec 11	Healthcare JV launch	Positive	-3.7%	Formation of Skye Salud to deploy sovereign AI healthcare platform in Mexico.

Pattern Detected

Recent news has focused on AI partnerships and liability reductions. The stock often reacted positively to partnership announcements, while balance-sheet improvements have produced mixed price responses.

Recent Company History

Over the past few months, Brand Engagement Network has combined strategic AI deals with aggressive balance‑sheet repair. On Dec 18–22, 2025, it cut liabilities by over $1.24M and then $2.49M via debt conversions and settlements, with mixed stock reactions. AI partnerships announced on Dec 11 and Dec 29, 2025 and the Jan 21, 2026 Africa licensing deal brought recurring-revenue potential and, at times, sharp positive moves. Today’s warrant and debt-conversion update fits this ongoing de-leveraging theme.

Market Pulse Summary

The stock surged +21.1% in the session following this news. A strong positive reaction would align w...

Analysis

The stock surged +21.1% in the session following this news. A strong positive reaction would align with prior rallies on balance‑sheet and partnership news, such as the Jan 21, 2026 Africa deal. The announcement adds $1,456,332 in cash and converts $737,500 of debt, while outlining 1,644,096 public warrants at $115. Investors would need to weigh improved liquidity against ongoing dilution risk from new shares and warrant overhang.

Key Terms

warrant exercises, equity incentive plan, public float, reverse stock split, +1 more

5 terms

warrant exercises financial

"announced the issuance of shares of its common stock in connection with warrant exercises"

Warrant exercises occur when holders of stock warrants use their right to buy company shares at a predetermined price, paying that price to receive new shares. It matters to investors because this process brings new cash into the company but also increases the total number of shares, which can reduce each existing shareholder’s ownership percentage — similar to adding more slices to a pizza while keeping the original toppings the same.

equity incentive plan financial

"in connection with warrant exercises, equity incentive plan exercises, and the conversion"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

public float financial

"and a public float of approximately 3,129,047 shares (unaudited estimate"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

reverse stock split financial

"Following the Company's 1-for-10 reverse stock split, effective December 12, 2025"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

gross proceeds financial

"If all outstanding public warrants were exercised ... would receive approximately $189,071,000 in gross proceeds"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

AI-generated analysis. Not financial advice.

WILMINGTON, Del., Jan. 28, 2026 /PRNewswire/ -- Brand Engagement Network, Inc. (Nasdaq: BNAI) ("BEN" or the "Company"), a leading provider of AI-driven customer engagement solutions, today announced the issuance of shares of its common stock in connection with warrant exercises, equity incentive plan exercises, and the conversion of outstanding debt, strengthening the Company's balance sheet.

Transaction Summary:

• Cash Proceeds: The Company received $1,456,332 in cash proceeds from the exercise of warrants, incentive stock options, and long-term incentive plan awards, with strike prices ranging from $16.58 to $37.00 per share.
• Debt Reduction: The Company converted $737,500 of outstanding debt into shares of common stock.
• Equity Issued: An aggregate of 93,313 shares of common stock were issued in connection with these transactions. Following these issuances, the Company has approximately 5,778,514 shares of common stock outstanding (unaudited estimate, including the newly issued shares) and a public float of approximately 3,129,047 shares (unaudited estimate, excluding the newly issued shares).
• Public Warrants Update: Following the Company's 1-for-10 reverse stock split, effective December 12, 2025, the exercise price of the public warrants was adjusted to $115.00 per share, and the number of shares underlying the public warrants was adjusted to 1,644,096. If all outstanding public warrants were exercised at the adjusted exercise price, the Company would receive approximately $189,071,000 in gross proceeds. The Company notes that Nasdaq and certain brokerage platforms have not yet fully reflected the post-split warrant adjustments and is working with the relevant parties to ensure accurate updates.

"These warrant exercises and debt conversions further strengthen our balance sheet and simplify our capital structure," said Tyler Luck, Chief Executive Officer of Brand Engagement Network. "We remain focused on disciplined capital management as we execute on our growth strategy."

"We truly appreciate the support from all our shareholders, including the dedicated retail investors who've believed in BEN's long-term vision," continued Mr. Luck. "Your commitment helps fuel our focus on execution, partnerships, and delivering value."

About Brand Engagement Network, Inc. (Nasdaq: BNAI)
Brand Engagement Network, Inc. ("BEN") is a provider of secure, enterprise-grade artificial intelligence solutions that enable natural conversations, workflow automation, and real-world execution across text, voice, and avatar-based experiences. Designed for regulated and high-impact industries, BEN delivers highly personalized, multimodal AI within secure, closed-loop environments—helping organizations modernize operations, improve decision-making, and enhance customer engagement. BEN's platform is powered by proprietary technology, including its Engagement Language Model (ELM™), and is built with governance, compliance, and reliability embedded by design. For more information, please visit www.brandengagementnetwork.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Factors that may affect results are detailed in the Company's filings with the U.S. Securities and Exchange Commission. BEN undertakes no obligation to update any forward-looking statements, except as required by law.

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SOURCE Brand Engagement Network, Inc. (BEN)

FAQ

How much cash did BNAI receive from warrant exercises on January 28, 2026?

BNAI received $1,456,332 in cash proceeds from warrant and option exercises. According to the company, proceeds came from exercises with strike prices ranging from $16.58 to $37.00 per share.

What debt conversion did BNAI announce and how many shares were issued?

BNAI converted $737,500 of outstanding debt into common stock, issuing 93,313 shares in total. According to the company, the conversions and exercises strengthened the balance sheet and simplified capital structure.

What is BNAI's updated public warrant exercise price after the reverse split?

After the 1-for-10 reverse split, BNAI's public warrant exercise price was adjusted to $115.00 per share. According to the company, the number of shares underlying public warrants is now 1,644,096.

How many shares does BNAI have outstanding and what is the public float estimate?

BNAI has approximately 5,778,514 shares outstanding and a public float of about 3,129,047 (unaudited estimates). According to the company, these figures include the newly issued shares from recent transactions.

What would full exercise of BNAI's public warrants generate in gross proceeds?

If all adjusted public warrants were exercised, BNAI would receive roughly $189,071,000 in gross proceeds. According to the company, this calculation uses the adjusted exercise price of $115.00 and 1,644,096 underlying shares.