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  4. [8-K] Brand Engagement Network Inc. Reports Material Event

Brand Engagement Network (NASDAQ: BNAI) adds equity and warrant cash

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Brand Engagement Network Inc. entered a Securities Purchase Agreement with BEN Capital Fund I, LLC for a private placement of 25,492 common shares at $39.25 per share, generating gross proceeds of $1,000,561. The price equals 120% of the company’s April 21, 2026 closing share price, indicating a premium transaction.

The investment is split into two installments of $250,101, which closed on April 21, 2026, and $750,460, expected to close before May 29, 2026. The agreement includes 100% warrant coverage, granting the investor additional potential upside. Separately, the company reports $1,114,164 of cash proceeds from warrant exercises during April, further strengthening liquidity.

Positive

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Negative

  • None.

Insights

Brand Engagement Network raises new equity at a premium and reports added cash from warrant exercises.

Brand Engagement Network Inc. arranged a private placement of 25,492 common shares at $39.25 per share with BEN Capital Fund I, LLC, for gross proceeds of $1,000,561. The 120% pricing relative to the April 21, 2026 close shows the deal was struck at a premium to the market price in the period described.

The cash comes in two tranches, with $250,101 already closed and $750,460 expected before May 29, 2026, and the agreement provides 100% warrant coverage, adding potential future share issuance. In addition, warrant holders delivered $1,114,164 of cash through exercises during April, improving liquidity but modestly increasing share count.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Private placement shares 25,492 shares Common stock issued under Securities Purchase Agreement
Purchase price $39.25 per share Price for private placement shares
Private placement proceeds $1,000,561 Gross proceeds from SPA with BEN Capital Fund I, LLC
First installment $250,101 Closed on April 21, 2026
Second installment $750,460 Expected to close before May 29, 2026
Warrant exercise cash $1,114,164 Cash proceeds from April warrant exercises
Pricing premium 120% Purchase price vs. April 21, 2026 closing stock price
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “SPA”) with Ben Capital Fund I, LLC"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
private placement financial
"for a private placement of an aggregate 25,492 shares of the Company’s common stock"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
warrant coverage financial
"The SPA includes 100% warrant coverage."
Warrant coverage is the share of a financing deal that comes with detachable warrants — coupons that let the holder buy company stock at a set price later. Investors get these as a sweetener for taking a risk, because warrants can turn into equity if the stock rises, while existing shareholders face potential dilution when those warrants are exercised.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure The Company is providing a business update"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
Understanding 8-K Material Events →
false 0001838163 0001838163 2026-04-21 2026-04-21 0001838163 BNAI:CommonStockParValue0.0001PerShareMember 2026-04-21 2026-04-21 0001838163 BNAI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2026-04-21 2026-04-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 21, 2026

 

 

 

Brand Engagement Network Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40130   98-1574798

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

300 Delaware Ave,

Suite 210

Wilmington, DE

   19801
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (307) 757-3650

 

Not Applicable

(Former name or former address, if changed since last report)

 

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 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 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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   BNAI   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   BNAIW   The Nasdaq Stock Market LLC

 

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 for complying 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.

 

Additionally, on April 21, 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 an aggregate 25,492 shares of the Company’s common stock at a purchase price of $39.25 per share (the “Purchase Price”), for total gross proceeds of $1,000,561. The Purchase Price represents 120% of the closing price of the Company’s common stock on April 21, 2026.

 

The investment will be funded in two installments of $250,101, which closed on April 21, 2026 and the remaining $750,460 expected to close before May 29, 2026. The SPA includes 100% warrant coverage.

 

The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

 

The securities were offered and sold pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

 

Item 7.01 Regulation FD Disclosure

 

The Company is providing a business update regarding capital activity during the month of April. The Company received $1,114,164 in cash proceeds from the exercise of outstanding warrants.

 

The information contained in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

The information contained in Item 7.01 is preliminary and unaudited and is subject to finalization in connection with the Company’s financial reporting. The Company undertakes no obligation to update this information except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
     
10.1   Securities Purchase Agreement, dated April 21, 2026, by and between Brand Engagement Network, Inc. and BEN Capital Fund I, LLC
     
104   Cover Page Interactive Date Filed (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Brand Engagement Network Inc.
     
Dated: April 22, 2026 By: /s/ Tyler Luck
  Name: Tyler Luck
  Title: Chief Executive Officer

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What capital raise did Brand Engagement Network (BNAI) announce in this 8-K?

Brand Engagement Network entered a Securities Purchase Agreement for a private placement of 25,492 common shares at $39.25 per share, for total gross proceeds of $1,000,561. The deal is with BEN Capital Fund I, LLC and is structured in two funding installments.

At what price is Brand Engagement Network (BNAI) issuing new shares?

The company is issuing 25,492 common shares at a purchase price of $39.25 per share. This purchase price equals 120% of the closing price of Brand Engagement Network’s common stock on April 21, 2026, indicating a premium to that day’s market level.

How and when will the Brand Engagement Network (BNAI) private placement funds be received?

The $1,000,561 private placement is funded in two installments. An initial $250,101 closed on April 21, 2026, and a remaining $750,460 is expected to close before May 29, 2026, providing additional near-term liquidity if completed as described.

What does 100% warrant coverage mean in Brand Engagement Network’s SPA?

The Securities Purchase Agreement includes 100% warrant coverage, meaning the investor receives warrants linked to the full share amount purchased. These warrants give the holder the right to acquire additional shares in the future under specified terms, potentially increasing the company’s fully diluted share count.

How much cash did Brand Engagement Network (BNAI) receive from warrant exercises in April?

Brand Engagement Network reports receiving $1,114,164 in cash proceeds from the exercise of outstanding warrants during April. This inflow adds to liquidity without new negotiated financing, although it also increases the number of common shares outstanding compared with before those exercises.

Is the information about Brand Engagement Network’s April capital activity audited?

No. The company states that the April capital activity information is preliminary and unaudited and subject to finalization in connection with financial reporting. It is furnished under Regulation FD, not deemed filed under Section 18 of the Exchange Act, except where later specifically incorporated.

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