Welcome to our dedicated page for Brand Engagement Network SEC filings (Ticker: BNAIW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Brand Engagement Network Inc. filings document material-event disclosures for a generative AI company with common stock and Nasdaq-listed redeemable warrants. Current reports cover definitive reseller agreements for AI-driven engagement and media technology, subsidiary arrangements involving Grupo SKYE, S.A. de C.V. and Skye AI USA, LLC, capital activity, warrant exercises, stock purchase agreements, debt-to-equity conversions, and related capital-structure disclosures.
The filings also identify the BNAIW warrant terms, including whole warrants exercisable for common stock at a stated exercise price, and include Regulation FD business updates, material agreement exhibits, governance matters, operating and financial results, and security-structure disclosures.
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.