Brand Engagement Network raises $259K from warrants

Q: What did BNAI announce regarding warrant exercises on August 27, 2026?

Brand Engagement Network Inc. announced it issued 15,138 shares of common stock to BEN Capital Fund I, LLC upon the cash exercise of previously issued warrants, for $259,125.60 in proceeds. After this, none of the exercised warrants remain outstanding.

Q: How much cash did Brand Engagement Network Inc. (BNAI) receive from the warrant exercise?

Brand Engagement Network Inc. received $259,125.60 in aggregate cash proceeds from the cash exercise of warrants that resulted in the issuance of 15,138 shares of common stock to BEN Capital Fund I, LLC.

Q: At what prices were the new BNAI shares issued in the warrant exercise?

Of the 15,138 Brand Engagement Network Inc. shares issued, 15,126 were issued at an exercise price of $17.10 per share and 12 were issued at an exercise price of $39.25 per share, all upon cash exercise of previously issued warrants.

Q: What happened to the exercised warrants of BNAI after the transaction?

Following the August 27, 2026 transaction, none of the exercised warrants remain outstanding. They were converted into 15,138 shares of Brand Engagement Network Inc. common stock upon cash exercise by BEN Capital Fund I, LLC.

Brand Engagement Network Inc. (BNAI) reported that on August 27, 2026 it issued 15,138 shares of common stock to BEN Capital Fund I, LLC upon the cash exercise of previously issued warrants, generating $259,125.60 in aggregate cash proceeds.

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Form Type

8-K

Rhea-AI Filing Summary

Brand Engagement Network Inc. (BNAI) reported that on August 27, 2026 it issued 15,138 shares of common stock to BEN Capital Fund I, LLC upon the cash exercise of previously issued warrants, generating $259,125.60 in aggregate cash proceeds. Of these, 15,126 shares were issued at an exercise price of $17.10 per share and 12 shares at $39.25 per share, and none of the exercised warrants remain outstanding after this transaction. The shares were issued as restricted securities in reliance on Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D, meaning they cannot be freely resold in the United States without registration or an applicable exemption.

Filing Explained

On August 27, 2026, the warrant exercise issued 15,138 common shares, increasing the total share count and reducing existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares issued upon warrant exercise: 15,138 shares Aggregate cash proceeds: $259,125.60 Exercise price tranche 1: $17.10 per share +2 more

5 metrics

Shares issued upon warrant exercise 15,138 shares Common stock issued on August 27, 2026 to BEN Capital Fund I, LLC

Aggregate cash proceeds $259,125.60 Proceeds received from cash exercise of previously issued warrants

Exercise price tranche 1 $17.10 per share 15,126 shares issued at this exercise price

Exercise price tranche 2 $39.25 per share 12 shares issued at this exercise price

Public warrant exercise price $115.00 per share Each listed redeemable warrant (BNAIW) exercisable for one share of common stock

Key Terms

cash exercise, restricted securities, Section 4(a)(2) of the Securities Act of 1933, Regulation D, +1 more

5 terms

cash exercise financial

"issued 15,138 shares of its common stock ... upon the cash exercise"

restricted securities regulatory

"The shares were issued pursuant to Section 4(a)(2) ... are restricted securities"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"The shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933"

Regulation D regulatory

"and/or Regulation D promulgated thereunder, are restricted securities"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Redeemable Warrants financial

"Redeemable Warrants, each whole warrant exercisable for one share"

A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BNAI announce regarding warrant exercises on August 27, 2026?

Brand Engagement Network Inc. announced it issued 15,138 shares of common stock to BEN Capital Fund I, LLC upon the cash exercise of previously issued warrants, for $259,125.60 in proceeds. After this, none of the exercised warrants remain outstanding.

How much cash did Brand Engagement Network Inc. (BNAI) receive from the warrant exercise?

Brand Engagement Network Inc. received $259,125.60 in aggregate cash proceeds from the cash exercise of warrants that resulted in the issuance of 15,138 shares of common stock to BEN Capital Fund I, LLC.

At what prices were the new BNAI shares issued in the warrant exercise?

Of the 15,138 Brand Engagement Network Inc. shares issued, 15,126 were issued at an exercise price of $17.10 per share and 12 were issued at an exercise price of $39.25 per share, all upon cash exercise of previously issued warrants.

Are the newly issued BNAI shares freely tradable?

No. The 15,138 newly issued Brand Engagement Network Inc. shares are restricted securities issued under Section 4(a)(2) of the Securities Act and/or Regulation D, and may not be offered or sold in the United States without registration or an applicable exemption.

What happened to the exercised warrants of BNAI after the transaction?

Following the August 27, 2026 transaction, none of the exercised warrants remain outstanding. They were converted into 15,138 shares of Brand Engagement Network Inc. common stock upon cash exercise by BEN Capital Fund I, LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 05:25 PM EDT Accepted by SEC EDGAR 08/28/2026 - 05:25 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): August 27, 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 $115.00 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 8.01 Other Events.

On August 27, 2026, Brand Engagement Network Inc. (the “Company”) issued 15,138 shares of its common stock, par value $0.0001 per share (the “Common Stock”), to BEN Capital Fund I, LLC upon the cash exercise of previously issued warrants. The Company received aggregate cash proceeds of $259,125.60. Of the shares issued, 15,126 shares were issued at an exercise price of $17.10 per share and 12 shares were issued at an exercise price of $39.25 per share. Following these issuances, none of the exercised warrants remain outstanding.

The underlying warrants were issued in prior private transactions. The shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, are restricted securities, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (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:	August 28, 2026

By:	/s/ Tyler Luck
Name:	Tyler Luck
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents