Brand Engagement Network Inc. Warrant 8-K Filings

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.

Brand Engagement Network Inc. reported second-quarter 2026 results and highlighted the closing of its acquisition of Germany-based media and ad-tech company Cataneo GmbH on June 30, 2026. The total stated aggregate consideration under the agreement was $19.5 million, with U.S. GAAP consideration measured at a fair value of approximately $13.7 million, including about $9 million in cash, $4.3 million in common stock, and $0.4 million of other consideration.

The Cataneo acquisition nearly doubled total assets from $15.3 million on December 31, 2025, to $30.7 million on June 30, 2026, driven largely by roughly $10.8 million of goodwill and additional intangible assets. Management also cites an approximate $3.3 million reduction in accounts payable, short-term debt, and warrant liabilities, with shareholders’ equity increasing to $19.4 million. The company scheduled an earnings call for August 27, 2026, to discuss these developments and its Form 10-Q for the period ended June 30, 2026.

Brand Engagement Network Inc. reports that operations acquired through its June 30, 2026 purchase of Cataneo GmbH generated approximately $5.3 million in revenue for the first half of 2026, based on preliminary unaudited information. This represents what management calls a dramatic step-up in scale, compared with previously reported quarterly revenue of $104,311 in the first quarter of 2026 and $10,000 or lower in comparable prior-year periods, significantly expanding the company’s revenue run-rate and commercial footprint.

Management highlights a positive operating contribution from the acquired operations and expects approximately $900,000 in annualized cost synergies over the twelve-month period ending June 30, 2027 through consolidations and related exits, which are anticipated to support improved operating leverage as integration progresses. Because the acquisition closed on the final day of the second quarter, Cataneo’s first-half results will be consolidated only from the acquisition date, with updated consolidated figures to be provided in upcoming SEC periodic reports. All figures are preliminary and unaudited and may change after completion of closing procedures and external review, and the synergy expectations are forward-looking and subject to the stated risks.

Brand Engagement Network Inc. reported several July 2026 equity transactions that added approximately $460,867.30 in gross cash proceeds and converted about $328,150 of obligations into common stock, for a total balance sheet improvement of roughly $789,017.30 as of July 22, 2026.

Activities included a Conversion Agreement under which BEN Capital Fund I, LLC exchanged $53,150 of advances for 4,011 shares at $13.25 per share, a Stock Purchase Agreement exercise of $150,044.40 for 8,420 shares at $17.82 per share, shareholder warrant exercises generating $310,822.90, and conversion of $275,000 of deferred compensation owed to Chief Executive Officer Tyler Luck into 20,754 shares issued to October 3d Holdings, LLC under the Long-Term Incentive Plan. The equity conversions did not require additional cash expenditures for the converted amounts.

Brand Engagement Network Inc. appointed Christian Unterseer to its Board of Directors, effective July 1, 2026, in connection with the previously announced acquisition of Cataneo GmbH. Unterseer founded Cataneo in September 2002 and built it into an enterprise platform serving leading media organizations across international markets.

He previously served as chief executive officer of Home Shopping Europe UK from 2000 until July 2002 and earlier as Director, Ad Traffic & Broadcast Scheduling at ProSiebenSat1 Media AG. He will receive equity compensation for his director service under the Company’s Board compensation policy, subject to vesting. The Company states there are no special arrangements, family relationships, or related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Brand Engagement Network Inc. entered into a new employment agreement with Chief Executive Officer Tyler Luck. The term runs from June 1, 2026 through June 1, 2029. The company may terminate the agreement only for Good Cause, with Mr. Luck entitled to continued base salary for the longer of the remaining term or one year; Mr. Luck may resign on 30 days’ notice.

The agreement provides a $360,000 annual base salary, a one-time $125,000 payment for interim CEO service from September 14, 2025 to June 1, 2026, and a one-time $150,000 bonus for 2025 services. It also grants a non-qualified option for 100,000 shares, vesting 25,000 at signing and 25,000 on each of June 1, 2027, 2028 and 2029. Additional performance-based incentives include a cash bonus equal to three times annual base salary if the company is listed on the Russell 1000 Growth Index, a cash bonus equal to 5% of gross patent licensing revenue in any year such revenue is at least $10 million, and RSUs that vest upon achieving $1.0 billion, $2.0 billion and $3.0 billion market capitalization thresholds based on a 20-day trading average.

Brand Engagement Network Inc. completed its acquisition of Cataneo GmbH for an aggregate purchase price of $19.5 million, paid as $9 million in cash plus 250,792 shares of common stock valued at $37.88 per share. Cataneo generated €8,636,708 in 2025 revenue and is described as a profitable enterprise software provider with recurring revenue. Brand Engagement Network funded the bulk of the deal through a private sale of common stock at $39.59 per share and warrants exercisable at $39.59, relying on a Section 4(a)(2) exemption. Management highlights the acquisition as expanding its enterprise AI platform by adding Cataneo’s MYDAS advertising operations software, long-standing media customers, and infrastructure that manages more than €6 billion in annual advertising inventory.

Brand Engagement Network Inc. reported unregistered sales of equity and provided a capital update for the second quarter of 2026. The company raised aggregate gross proceeds of approximately $7,363,098 through equity issuances and warrant exercises, including a small debt conversion, which together reduced liabilities by about $376,098 and strengthened its balance sheet.

The company also announced its addition to the Russell 3000® and Russell 2000® Indexes as part of the annual Russell U.S. Index reconstitution. The new index memberships became effective after market close on June 26, 2026, with trading in the reconstituted indexes beginning June 29, 2026.

Brand Engagement Network Inc. entered into a Share Purchase and Transfer Agreement to acquire all equity interests of Cataneo GmbH for an aggregate purchase price of $19.5 million. The price includes $9 million in cash and 250,792 shares of common stock valued at $37.88 per share as Equity Consideration.

An aggregate of 26,399 shares will be held in escrow for one year after closing. The company reports that all seller and Cataneo closing conditions have been satisfied, it has paid a $1 million cash advance and secured needed capital commitments. Upon closing, seller representative Christian Unterseer is expected to join the board, supporting leadership continuity.

Brand Engagement Network Inc. entered a material definitive agreement to form INTERVENT Health AI, Inc., a 50/50 healthcare AI joint venture with INTERVENT International, LLC. The venture will combine BEN’s conversational AI with INTERVENT’s clinical datasets and health coaching methods to create AI-powered health coaching products.

Under related reseller and services arrangements, BEN’s subsidiary SKYE AI USA, LLC will be the exclusive provider of certain AI platform and technology services in North America for five years, subject to performance milestones. BEN is entitled to receive 35% of specified INTERVENT Health AI revenues, while the joint venture is expected to receive 50% of gross revenues from Latin American and African sales after commissions and expenses.

Brand Engagement Network Inc. entered into a Securities Purchase Agreement with BEN Capital Fund I, LLC and Joseph Bevash for a private placement of 56,150 common shares at $17.82 per share, generating gross proceeds of $1,000,593. The company plans to use these funds to exercise a warrant to purchase 243,309 shares of Hightide Energy, Inc. d/b/a Accelevate Solutions.

Separately, Brand Engagement Network completed a $1 million strategic investment in Accelevate, giving it an ownership stake of approximately 10% and a warrant that is expected to increase its ownership to about 20% as exercised. An additional $1 million equity capital commitment at $17.82 per share, at a premium of over 20% to the May 29, 2026 closing price, will be funded in monthly installments through November 2026 to support warrant exercises.

Brand Engagement Network Inc. completed a strategic equity investment in HighTide Energy, Inc. d/b/a Accelevate Solutions tied to a broader commercial collaboration in the commercial fleet sector. The company purchased 243,309 Accelevate common shares at $4.11 per share for a total of $1,000,000 and received a one-year warrant to buy an additional 243,309 shares at the same price. The company has stated its intent to exercise this warrant, which would represent another $1,000,000 investment. Part of the purchase price, $250,101, was paid at signing of an earlier letter agreement and $749,899 was paid by wire transfer on June 3, 2026.

Brand Engagement Network Inc. reported that its wholly owned subsidiary, Datum Point Labs, was granted U.S. Patent No. 12,633,027 on May 19, 2026, covering “Systems and Methods for Gesture Generation From Text.”

The patent describes a multi-stage AI system that transforms natural language into internal action representations and then into coordinated body positions and gesture sequences using layered motion decoders and control tokens. This is intended to let avatars, digital humans, and AI agents respond with lifelike gestures based on text or speech input.

The company believes this technology can be applied to digital humans and virtual assistants, robotics, gaming and entertainment, metaverse environments, AI-based education and training, and telepresence or customer interaction platforms.

Brand Engagement Network Inc. entered into a definitive Reseller Agreement with HighTide Energy, Inc. d/b/a Accelevate Solutions for a strategic commercial collaboration in Africa. Through its subsidiary SKYE AI USA, LLC, the company obtained exclusive rights across the entire African continent for an initial five-year term.

Exclusivity can be renewed annually if minimum revenue thresholds are met, tying long-term access to performance. The licensor of the technology is entitled to 35% of gross revenue from related sales, excluding hardware, and the parties will operate under a joint Pricing Committee with standard indemnification and confidentiality provisions.

Brand Engagement Network Inc. is deepening its relationship with Accelevate Solutions through new reseller agreements and a planned equity investment. The company executed two definitive Reseller Agreements that expand its AI engagement technology into commercial fleet operations.

Through subsidiary Grupo SKYE, BEN obtained exclusive rights to resell its technology in Mexico for an initial five-year term, and through Skye AI USA, it signed a global reseller agreement excluding Mexico and Latin America. Under these contracts, the technology licensor receives 35% of gross revenue from related sales, excluding hardware, and a joint Pricing Committee will govern pricing.

BEN will make a $1,000,000 strategic investment in Accelevate based on an $8,000,000 pre-money valuation. In return, it receives one-year warrants with 100% coverage at strike prices tied to $10,000,000–$12,500,000 valuations, the right to appoint one Accelevate board member, and a right of first refusal to acquire Accelevate under any bona fide third-party offer.

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.

Brand Engagement Network, Inc. entered into a letter agreement to pursue a strategic investment and commercial collaboration with Accelevate Solutions focused on AI in live fleet operations. The Company expects to invest up to $1,000,000 in Accelevate, including an initial $250,000 to support commercialization and deployment and a second installment of $750,000 upon completion of definitive agreements.

The transaction structure contemplates acquiring equity interests in Accelevate under a subscription agreement and a common share purchase agreement, based on a proposed pre-money valuation of $8,000,000, with warrant coverage and the right to appoint an Accelevate board member. The deal is subject to due diligence, negotiation, and execution of definitive agreements, and the Company is not obligated to close until then.

Separately, Brand Engagement Network highlighted a newly granted U.S. patent supporting its AI-driven, real-time messaging and decisioning capabilities in dynamic environments. Together with Accelevate’s fleet analytics platform, this collaboration is intended to extend BEN’s AI engagement technology into commercial fleet markets, creating a potential new recurring-revenue channel once fully implemented.

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.

Brand Engagement Network Inc. reported board leadership changes following the end of a director’s term. On March 20, 2026, Bernard Puckett notified the board that he will step down as Chairman and resign as a director, effective March 31, 2026. The company states that his departure is not due to any disagreement regarding operations, policies, or practices.

The board has appointed independent director Jon Leibowitz as Chairman of the Board, effective April 1, 2026. Leibowitz currently chairs the Nominating and Corporate Governance Committee and serves on the Audit Committee, and previously held senior roles at the Federal Trade Commission, including Chairman. The company highlights his experience in corporate governance, regulatory policy, and consumer protection as support for its ongoing strategic oversight.

Brand Engagement Network, Inc. completed the third and final closing of a private equity financing with Ben Capital Fund I, LLC. The company received a final installment of $506,000, bringing total gross proceeds under the Securities Purchase Agreement to $1,518,000.

The financing involved the sale of 24,000 shares of common stock at $63.25 per share, funded in three equal installments of $506,000 each. The shares were sold as an unregistered offering in reliance on Section 4(a)(2) of the Securities Act of 1933 and applicable state securities laws.

Brand Engagement Network Inc. filed an amended report to confirm it has closed its previously announced AI licensing partnership in Africa. The transaction includes a $2.050 million AI licensing agreement and creates Skye Africa Intelligence Pty Ltd as the operating entity for deploying the company’s conversational AI in select African markets.

The partnership was formed with Valio Technologies (Pty) Ltd, based in Johannesburg, South Africa. As part of the closing, Chief Executive Officer and Co-Founder Tyler Luck has been appointed to the Board of Directors of Skye Africa Intelligence Pty Ltd on behalf of the company.

Brand Engagement Network, Inc. reported that on February 4, 2026 it terminated its Standby Equity Purchase Agreement with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP. This facility had allowed the company to sell up to $50.0 million of common stock over time.

The company elected to end the arrangement effective immediately, and the termination did not trigger any material early termination penalties or continuing obligations. Since a 1-for-10 reverse stock split effective December 12, 2025, the company completed one drawdown under this equity facility.

Brand Engagement Network, Inc. entered into a Securities Purchase Agreement with Ben Capital Fund I, LLC for a private placement of 24,000 common shares at $63.25 per share, for total gross proceeds of $1,518,000, funded in three equal closings on January 30, 2026, February 25, 2026, and March 25, 2026, with no warrant coverage.

The company also received $818,302 in cash from the exercise of 33,653 outstanding warrants at prices of $25.00, $37.00 and $3.70 per share. On January 29, 2026, it repaid $640,332.46 of indebtedness, including $630,332.46 to Hana Bank, fully satisfying obligations under a prior asset purchase agreement.

Brand Engagement Network, Inc. reported that holders exercised previously issued, registered warrants for a total of 48,702 shares of common stock. These exercises generated cash proceeds of $1,315,974, at exercise prices between $25.00 and $37.00 per share, with all shares issued under an effective registration statement.

After these issuances, the company estimates it has approximately 5,827,216 shares of common stock outstanding and an estimated public float of about 3,129,047 shares, both described as unaudited figures.

Brand Engagement Network, Inc. reported that on January 27, 2026 it issued 93,313 new common shares through warrant and equity award exercises and a debt conversion. The company received $1,456,332 in cash from exercises with strike prices between $16.58 and $37.00 per share and converted $737,500 of outstanding debt into equity at an average conversion price of about $23.51 per share.

After these private, unregistered transactions, total common shares outstanding are estimated at about 5,778,514, with a public float of roughly 3,129,047 shares. The company also reminded investors that, after a 1-for-10 reverse stock split effective December 12, 2025, its public warrants now have a $115.00 exercise price and cover 1,644,096 shares, which, if fully exercised, would generate approximately $189,071,000 in gross proceeds.

Brand Engagement Network Inc. entered into a material strategic licensing and investment arrangement with Valio Technologies (Pty) Ltd and a new South Africa–based entity. Under this agreement, the company will receive a $2,050,000 preferred equity contribution, which it will recognize as intellectual property licensing revenue. In return, Brand Engagement Network will hold 25% common equity in the new entity, secure one board seat, and earn a 35% revenue share on software, SaaS, services, and subscription revenues.

The new entity receives an exclusive, perpetual license to deploy Brand Engagement Network’s technology across government and private-sector markets in Africa, with customary rights of first refusal on any sale. Separately, the company and Valio signed a non-binding memorandum of understanding with Nelson Mandela University for an AI pilot focused on student well-being, which does not create any material financial obligation for the company.

Brand Engagement Network Inc. filed a report describing the termination of its planned acquisition of Cataneo GmbH and a change to its board. The company and the Cataneo sellers ended the Share Purchase and Transfer Agreement under which Brand Engagement Network would have acquired all of Cataneo’s equity for an aggregate cash and stock price of $19.5 million.

Following several amendments that included non‑refundable down-payments and a contractually defined withdrawal right for the sellers, the sellers delivered a withdrawal notice on September 14, 2025. In connection with the termination, the company will make a final payment of $100,000, bringing total non‑refundable payments tied to the deal to approximately $650,000, and each side otherwise bears its own expenses. Confidentiality obligations under the agreement continue, while exclusivity and similar undertakings have lapsed.

The report also notes that the board appointed Ruy Carrasco, M.D., the company’s Chief Medical Informatics Officer, as a director, without additional compensation and not independent under Nasdaq rules due to his employment. The company states that not proceeding with the Cataneo acquisition allows greater focus on core growth programs and active customer deployments, while it continues to evaluate selective strategic opportunities.