Brand Engagement Network (NASDAQ: BNAI) reports $7,056,480 balance boost

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Brand Engagement Network Inc. reports that during the quarter ended March 31, 2026, it strengthened its balance sheet by approximately $7,056,480. This came from $6,173,946 in cash proceeds from financing and additional non-cash items.

Cash inflows included $4,472,051 from the exercise of outstanding warrants, $1,518,000 under a previously disclosed stock purchase agreement, and $183,895 from a stock purchase agreement (SEPA) before its termination. The company also recorded about $95,065 in vendor credits and settlements and completed $787,469 in debt-to-equity conversions, which reduced obligations without using cash.

Insights

BNAI reports $7.1M balance sheet improvement from cash and non-cash actions.

Brand Engagement Network outlines capital activity for the quarter ended March 31, 2026, highlighting a roughly $7,056,480 balance sheet improvement. The bulk is $6,173,946 in cash from financing, mainly warrant exercises and a stock purchase agreement.

Non-cash measures include about $787,469 of debt-to-equity conversions and $95,065 of vendor credits and negotiated settlements, which lower obligations without using cash. The disclosure is labeled preliminary and unaudited, so final reported figures may differ once full financial statements are issued.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Balance sheet improvement: $7,056,480 Cash proceeds from financing: $6,173,946 Warrant exercise proceeds: $4,472,051 +4 more

7 metrics

Balance sheet improvement $7,056,480 Approximate strengthening during quarter ended March 31, 2026

Cash proceeds from financing $6,173,946 Cash from financing activities in quarter ended March 31, 2026

Warrant exercise proceeds $4,472,051 Cash from exercise of outstanding warrants in the quarter

Stock purchase agreement proceeds $1,518,000 From previously disclosed stock purchase agreement

SEPA proceeds before termination $183,895 Proceeds received under SEPA prior to company termination

Vendor credits and settlements $95,065 Recorded vendor credits and negotiated settlements in quarter

Debt-to-equity conversions $787,469 Completed conversions during quarter; transactions were non-cash

Key Terms

Regulation FD Disclosure, debt-to-equity conversions, stock purchase agreement, stock purchase agreement (SEPA), +1 more

5 terms

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure Brand Engagement Network, Inc."

debt-to-equity conversions financial

"completed $787,469 in debt-to-equity conversions during the quarter"

Converting outstanding loans or bonds into company shares so creditors stop being owed cash and become owners instead. This reduces the company’s debt and interest costs—improving its financial stability—but increases the total shares outstanding and can dilute existing owners’ stakes and change control or future per-share earnings, so investors treat these swaps like a lender taking a piece of a house instead of monthly mortgage payments.

stock purchase agreement financial

"$1,518,000 pursuant to the stock purchase agreement previously disclosed"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

stock purchase agreement (SEPA) financial

"$183,895 in proceeds received under the stock purchase agreement (SEPA)"

vendor credits financial

"the Company recorded approximately $95,065 in vendor credits and negotiated settlements"

Understanding 8-K Material Events →

03/31/2026 - 06:20 AM

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): March 31, 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 7.01 Regulation FD Disclosure

Brand Engagement Network, Inc. (the “Company”) is providing a business update regarding capital activity during the first quarter of 2026.

During the quarter ended March 31, 2026, the Company strengthened its balance sheet by approximately $7,056,480 through a combination of proceeds from financing activities, debt-to-equity conversions, and other non-cash items.

This included $6,173,946 in cash proceeds from financing activities, including:

	●	$4,472,051 from the exercise of outstanding warrants;
	●	$1,518,000 pursuant to the stock purchase agreement previously disclosed in the Company’s Current Report on Form 8-K filed January 30, 2026; and
	●	$183,895 in proceeds received under the stock purchase agreement (SEPA) prior to its termination by the Company.

In addition, the Company recorded approximately $95,065 in vendor credits and negotiated settlements and completed $787,469 in debt-to-equity conversions during the quarter. These transactions were non-cash in nature.

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 herein 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.

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: March 31, 2026	By:	/s/ Tyler Luck
	Name:	Tyler Luck
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

How much did Brand Engagement Network (BNAI) strengthen its balance sheet in Q1 2026?

Brand Engagement Network strengthened its balance sheet by approximately $7,056,480 for the quarter ended March 31, 2026. This figure combines cash from financing activities with non-cash items like vendor credits and debt-to-equity conversions disclosed in the update.

What cash did Brand Engagement Network (BNAI) receive from financing activities in early 2026?

The company reports $6,173,946 in cash proceeds from financing activities during the quarter ended March 31, 2026. This total includes warrant exercises, a previously disclosed stock purchase agreement, and proceeds from a stock purchase agreement (SEPA) before its termination.

How much cash came from warrant exercises for Brand Engagement Network (BNAI)?

Brand Engagement Network received $4,472,051 in cash from the exercise of outstanding warrants during the quarter ended March 31, 2026. These warrant exercises formed the largest single component of the company’s reported financing-related cash inflows for the period.

What role did stock purchase agreements play in BNAI’s capital activity?

The company reports $1,518,000 from a previously disclosed stock purchase agreement and $183,895 from a stock purchase agreement (SEPA) before its termination. Together, these agreements contributed a meaningful portion of the quarter’s total financing cash inflows.

Did Brand Engagement Network (BNAI) use non-cash measures to improve its balance sheet?

Yes. The company recorded about $95,065 in vendor credits and negotiated settlements and completed approximately $787,469 in debt-to-equity conversions. These non-cash actions reduced obligations while supporting the overall $7,056,480 balance sheet improvement disclosed for the quarter.

Are the financial figures in Brand Engagement Network’s Q1 2026 update final?

No. The company states the information is preliminary and unaudited and is subject to finalization in connection with its financial reporting. It also notes there is no obligation to update the figures except as required by applicable law.

Filing Exhibits & Attachments

4 documents

Brand Engagement Network (NASDAQ: BNAI) reports $7,056,480 balance boost

Rhea-AI Filing Summary

Positive

Negative