Dilution profile // every instrument, one screen, from SEC filings

Brand Engagement Network Inc. (BNAI)

CIK 1838163 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (cash need)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
LOWno live registration found
= is there a registration (S-1/S-3 family) on file without a later withdrawal
Overhead supply
NOT COMPUTEDno warrant count tagged in XBRL
= warrant shares outstanding divided by current shares outstanding
absence of a tag is not proof of absence of warrants
Historical dilution
LOW-78% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~1.7 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2024-03-292026-08-14

Latest: 7.5M shares as of Aug 14, 2026 (10-Q). Share count fell from 44.9M to 5.9M between Nov 25, 2025 and Apr 13, 2026, a pattern consistent with a reverse split (roughly 1-for-8); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Public Warrant1.0Mnot taggedFV $0
Private Placement Warrant612,601not taggedFV $0
Public and Private Placement Warrantnot tagged$115
May Reload Warrantsnot tagged$25

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Balance-sheet fair value of warrants: $230,173 as of Jun 30, 2026.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Promissory Note$1.9M$128%~158,333 sh

If every note above converted at its tagged price: ~158,333 new shares on 7.5M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding7.5MAug 14, 2026
+ Public Warrant (if exercised)1.0MJun 30, 2026
+ Private Placement Warrant (if exercised)612,601Jun 30, 2026
+ Convertible Promissory Note (if fully converted)158,333Apr 12, 2024
Fully diluted estimate9.3M+24.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Last 12 months: 14 executed · 0 registered.

EXECUTEDJul 24, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJun 30, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJun 29, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJun 17, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJun 5, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJun 3, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 30, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 23, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 9, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEFeb 2, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EXECUTEDJan 30, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEJan 29, 2026Prospectus update — often a resale registration, not necessarily new capital424B3

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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