Brand Engagement Network Inc. (BNAI) - Dilution Analysis

Visualizing historical and potential share dilution over time

Dilution Analysis

High Risk
Significant dilution risk
Last updated: June 03, 2026

Risk Assessment Details

Potential Dilution: 220.44% of current shares
Recent Dilution: 73.33% (2 years)
Historical Dilution Factor: significant recent dilution
Outstanding Shares
6M
Potential Supply
13M
Additional shares possible
Splits
1 Split 1 Reverse
Past 2 years

Summary

BNAI currently has 5.97M outstanding shares. with significant dilution risk as 13.2M authorized shares could dilute existing holders by 220.4%. The company has significantly diluted shareholders by 73.33% over the past 2 years, indicating aggressive capital raising. Recent corporate actions include 1 stock split (positive for accessibility) and 1 reverse split (concerning signal).

Share Structure Timeline

Outstanding Shares
Total Supply

Historical Data Points

Date Event Outstanding Supply
Jun 03, 2026

8-K filing: Brand Engagement Network, Inc. completed its investment in HighTide Energy, Inc. by acquiring 243,309 shares of common stock for $1,000,000 and receiving a warrant to purchase an additional 243,309 shares. ($1.0M proceeds)

6M 13M
May 15, 2026

10-Q filing | 6.0M shares outstanding

6M 13M
Apr 23, 2026

8-K filing: Brand Engagement Network, Inc. entered into a Securities Purchase Agreement with Ben Capital Fund I, LLC for a private placement of 25,492 shares of the Company's common stock at $39.25 per share, for gross proceeds of $1,000,561, funded in two installments. ($1.0M proceeds)

5.9M 13M
Apr 16, 2026

10-K filing | 5.9M shares outstanding

5.9M 13M
Mar 09, 2026

8-K filing: Brand Engagement Network, Inc. completed the third and final closing under the Securities Purchase Agreement with Ben Capital Fund I, LLC, receiving the third installment payment of $506,000, completing the previously announced $1,518,000 private placement involving the sale of 24,000 shares of the Company's common stock at $63.25 per share. ($1.52M proceeds)

4M 13M
Dec 22, 2025

8-K filing: The company converted $504,684 of debt into equity at a conversion price of $2.10 per share. ($0.5M proceeds)

4M 13M
Dec 12, 2025
Stock Split

8-K filing: Stock split 1-for-10 | Outstanding: 40,140,364 → 4,014,036

4M 1.3M
Jun 05, 2025

10-Q filing | 40.1M shares outstanding

40M 130M
Mar 31, 2025

10-K filing | 42.3M shares outstanding

42M 130M
Feb 14, 2025

S-1 filing: BRAND ENGAGEMENT NETWORK INC. is conducting a best efforts public offering of common stock, pre-funded warrants, and common warrants.

36M 130M
Feb 12, 2025

8-K filing: Brand Engagement Network Inc. entered into an addendum to its Share Purchase and Transfer Agreement with Christian Unterseer, CUTV GmbH, and CUNEO AG to amend certain provisions of the Purchase Agreement, including providing additional time to close the Acquisition of Cataneo GmbH. ($10.5M proceeds)

36M 130M
Jan 29, 2025

POS AM filing: This Post-Effective Amendment is being filed by Brand Engagement Network Inc. to deregister 1,075,000 shares of common stock.

36M 130M
Jan 14, 2025

8-K filing: Brand Engagement Network Inc. entered into a Warrant Exercise and Reload Agreement, reducing the exercise price of certain warrants and providing for the issuance of new warrants and the release of escrow shares upon exercise. ($2.11M proceeds)

36M 140M
Nov 14, 2024

10-Q filing | 35.5M shares outstanding

36M 140M
Oct 30, 2024

8-K filing: Brand Engagement Network Inc. entered into a Share Purchase and Transfer Agreement to acquire Cataneo GmbH for $19.5 million, including 4.2 million shares of BEN Common Stock at $2.50 per share, subject to potential cash election and escrow arrangements. ($10.5M proceeds)

34M 140M
Oct 07, 2024

8-K filing: Brand Engagement Network Inc. entered into Amendment No. 1 to the Purchase Agreement with certain investors to provide additional restrictions on the issuance of shares under its Standby Equity Purchase Agreement. ($5.93M proceeds)

34M 140M
Sep 16, 2024

S-1 filing: Brand Engagement Network Inc. is offering 28,370,786 shares of common stock, including shares that may be issued to YA II PN, Ltd. under a Standby Equity Purchase Agreement.

34M 140M
Sep 16, 2024

S-1 filing: This S-1 filing relates to the offer and sale of up to 3,598,943 shares of common stock by selling holders, including shares underlying warrants.

34M 140M
Aug 26, 2024

8-K filing: Brand Engagement Network Inc. entered into a securities purchase agreement to issue 1,185,000 shares of common stock at $5.00 per share, a share assignment and lockup release agreement, a warrant purchase agreement to issue 960,000 warrants, a letter agreement, and a standby equity purchase agreement with YA II PN, Ltd. for up to $50,000,000 of common stock. ($5.93M proceeds)

34M 96M
Aug 22, 2024

8-K filing: The Company issued 151,261 shares of Common Stock to DHC Sponsor, LLC at a value of $2.38 per share in exchange for the conversion of $360,000 of outstanding fees. ($0.36M proceeds)

34M 96M
Aug 14, 2024

10-Q filing | 34.0M shares outstanding

34M 96M
Aug 12, 2024

S-1/A filing: This S-1/A filing relates to the offer and sale of up to 6,393,333 shares of common stock (including shares underlying warrants) by selling holders, with the company not receiving any proceeds from the sale but potentially receiving cash from warrant exercises.

33M 96M
Jul 26, 2024

S-1/A filing: This S-1/A filing relates to the offer and sale of up to 8,102,276 shares of common stock (inclusive of shares underlying warrants) by selling holders, including shares issued under Securities Purchase Agreements and a Debt Conversion Agreement.

33M 98M
Jun 20, 2024

S-1 filing: Brand Engagement Network Inc. is offering 5,940,000 shares of common stock, inclusive of shares underlying warrants, by selling holders.

33M 95M
May 29, 2024

8-K filing: Brand Engagement Network Inc. entered into a Securities Purchase Agreement to issue 1,980,000 shares of common stock and 3,960,000 warrants for an aggregate purchase price of $4,950,000. ($4.95M proceeds)

33M 90M
May 14, 2024

10-Q filing | 33.3M shares outstanding

33M 90M
Apr 22, 2024

S-1/A filing: This S-1/A filing relates to the offer and sale of common stock, warrants to purchase common stock, and common stock issuable upon the exercise of warrants and options by selling holders and the company.

33M 90M
Apr 18, 2024

8-K filing: Brand Engagement Network Inc. issued a convertible promissory note to J.V.B. Financial Group, LLC in the principal amount of $1,900,000, which is convertible into a maximum of 1,583,334 shares of common stock.

33M 90M
Apr 12, 2024

S-1 filing: This S-1 filing describes the offer and sale of common stock and warrants by selling holders, as well as the issuance of common stock upon exercise of warrants and options.

33M 90M
Apr 01, 2024

10-K filing | 33.3M shares outstanding

33M 30M
Mar 20, 2024

8-K filing: BEN entered into subscription agreements with certain shareholders to purchase 25,000 shares of Common Stock at $10.00 per share, and the Sponsor transferred an aggregate of 25,000 shares of its Common Stock to the Subscribing Shareholders; Upon the Domestication and in connection with the completion of the Business Combination, BEN's Certificate of Incorporation authorized 750,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. ($0.25M proceeds)

750M 30M
Nov 14, 2023

10-Q filing | 4.6M shares outstanding

4.6M 30M
Aug 14, 2023

10-Q filing | 4.6M shares outstanding

4.6M 30M
May 22, 2023

10-Q filing | 4.6M shares outstanding

4.6M 30M
Mar 30, 2023

10-K filing | 4.6M shares outstanding

4.6M 30M
Nov 14, 2022

10-Q filing | 30.9M shares outstanding

31M 30M
Aug 15, 2022

10-Q filing | 30.9M shares outstanding

31M 30M
May 13, 2022

10-Q filing | 30.9M shares outstanding

31M 30M
Mar 11, 2022

10-K filing | 30.9M shares outstanding

31M 30M
Nov 12, 2021

10-Q filing | 30.9M shares outstanding

31M 30M
Aug 16, 2021

10-Q filing | 30.9M shares outstanding

31M 30M
Jul 21, 2021

10-Q filing | 3.0M shares outstanding

3M 30M
Feb 23, 2021

S-1/A filing: DHC Acquisition Corp. is offering 25,000,000 units at $10.00 per unit, each unit consists of one Class A ordinary share and one-third of one redeemable warrant.

7.2M 30M
Feb 09, 2021

S-1 filing: DHC Acquisition Corp. is offering 25,000,000 units at $10.00 per unit, each unit consists of one Class A ordinary share and one-third of one redeemable warrant.

7.2M 30M
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