Brand Engagement Network Secures $1.05 Million Private Placement at a Premium to Market

BEN raises over $1.05 million via a staged, above-market private placement that includes short-term 1-for-1 warrants.

Rhea-AI Summary

Brand Engagement Network (BNAI) entered a securities purchase agreement for a $1,051,025 private placement of common stock at $8.50 per share, more than 20% above the September 21, 2026 closing price of $7.07.

The placement is split equally between returning investors BEN Capital Fund I, LLC and Joseph Bevash, for a total of 123,650 shares. An initial $150,025 (17,650 shares) was funded at closing, with the remaining $901,000 to be funded in five equal monthly installments of $180,200 through February 5, 2027.

The transaction includes 100% warrant coverage: for each share purchased, investors receive a six‑month warrant to buy one additional share at the same $8.50 exercise price, for up to 123,650 shares if fully funded. The company said this deal extends its 2026 pattern of private placements priced at premiums to then‑current market levels.

Positive

• $1,051,025 aggregate equity commitment at a premium price of $8.50 per share
• Placement priced at more than 20% above the prior $7.07 closing price
• $901,000 of additional capital scheduled in five equal monthly installments
• Participation from returning investors BEN Capital Fund I, LLC and Joseph Bevash

Negative

• Immediate issuance of 123,650 new shares plus up to 123,650 warrant shares if fully exercised
• Only $150,025 funded at closing; $901,000 depends on future installment funding

News Explained

The raise is only partly funded, while new shares and warrants can reduce existing holders’ ownership if the agreed securities are fully issued and exercised.

The placement is an entered agreement that is only partly funded: $150,025 has closed, while the balance remains scheduled through February 5, 2027; the full amount is therefore not yet funded.

This is a private placement—securities sold to selected investors outside a public offering—and its new common shares would increase total shares and reduce an existing holder’s percentage ownership; the six-month warrants could create further dilution if exercised.

For scale, the $1,051,025 gross commitment equals 50.8 days of the last reported quarterly operating cash use, while Q2 cash and equivalents of $708,202 equals 34.2 days at that same rate.

The concrete checkpoints are funding of the five scheduled installments through February 5, 2027 and whether the six-month warrants are exercised.

Sources and calculations

• Brand Engagement Network private placement announcement (2026-09-22)
• Dilution definition (2026-07-17)
• Private placement definition (2026-07-17)
• BNAI second-quarter 2026 fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $1,051,025 / ($1,884,009 / 91) = 50.8 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $708,202 / ($1,884,009 / 91) = 34.2 days

Argus 15 min delay

-3.54% vs previous close $6.82 last price 2.6x rel. volume Open Argus

Details

Market reaction after Premium private placement: BNAI -3.54%

$6.65 $7.28 Day Range

$51.17M Market Cap

Following this news, BNAI has declined 3.54%, reflecting a moderate negative market reaction. Our momentum scanner has triggered 3 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $6.82. Trading volume is elevated at 2.6x the average, suggesting increased selling activity.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

At publication, BNAI was down 2.88% versus the prior close before the headline; the announced financ...

Analysis

At publication, BNAI was down 2.88% versus the prior close before the headline; the announced financing was priced at a premium, so this market reading represented pre-news positioning rather than a reaction.

Key Figures

Aggregate commitment: $1,051,025 Purchase price: $8.50 per share Premium to prior close: More than 20% +5 more

Aggregate commitment

$1,051,025

Private placement

Purchase price

$8.50 per share

Common stock issuance

Premium to prior close

More than 20%

Compared with the September 21, 2026 close

Shares issued

123,650 shares

Common stock, split equally between two investors

Initial funding

$150,025

Funded at closing for 17,650 shares

Remaining funding

$901,000

Five equal monthly installments through February 5, 2027

Warrant coverage

100%

One warrant for each share purchased

Warrant term

Six months

Exercise price of $8.50 per share

Previous Private placement Reports

1 past event · Latest: Jan 30

Same Type 1 event

1. Jan 30

   Premium private placement

   24h Move

   -53.0%

   Premium private placement strengthened the balance sheet and included no warrant coverage

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, securities purchase agreement, warrant coverage

3 terms

private placement financial

"entered into a securities purchase agreement for a $1,051,025 private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

securities purchase agreement financial

"entered into a securities purchase agreement for a $1,051,025 private placement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

warrant coverage financial

"The transaction includes 100% warrant coverage."

Warrant coverage is the share of a financing deal that comes with detachable warrants — coupons that let the holder buy company stock at a set price later. Investors get these as a sweetener for taking a risk, because warrants can turn into equity if the stock rises, while existing shareholders face potential dilution when those warrants are exercised.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Returning investors fund equity raise at $8.50 per share — more than 20% above the September 21 close

WILMINGTON, Del., Sept. 22, 2026 /PRNewswire/ -- Brand Engagement Network, Inc. (Nasdaq: BNAI) ("BEN" or the "Company"), an enterprise AI software company, today announced that it has entered into a securities purchase agreement for a $1,051,025 private placement of common stock priced at $8.50 per share. The purchase price represents more than a 20% premium to the Company's September 21, 2026 closing price of $7.07.

The placement was subscribed in equal parts by returning investor BEN Capital Fund I, LLC and Joseph Bevash. The Company will issue an aggregate 123,650 shares of common stock. An initial $150,025 (17,650 shares) was funded at closing, with the remaining $901,000 to be funded in five equal monthly installments of $180,200 through February 5, 2027.

The transaction includes 100% warrant coverage. For each share purchased, the investors receive a six-month warrant to purchase one additional share at the same $8.50 exercise price. If the placement is fully funded, the warrants will cover up to 123,650 shares.

This transaction continues the clear 2026 trend of BEN securing equity commitments from sophisticated investors at significant premiums to the prevailing market. Prior private placements this year were priced at $63.25, $39.25, and $17.82, each above the then-current closing price, including placements priced 20% above the close.

"This is another above-market commitment from investors who already know the company — after Cataneo, after Accelevate, and while we continue to deploy enterprise AI," said Tyler Luck, Chief Executive Officer of Brand Engagement Network. The people writing the checks are not trading the noise. They are funding the plan."

Transaction Highlights

• $1,051,025 aggregate commitment at $8.50 per share
• More than 20% premium to the September 21, 2026 close of $7.07
• 123,650 shares, split equally between BEN Capital Fund I, LLC and Joseph Bevash
• $150,025 funded at initial closing; $901,000 to be funded over five months
• 1-for-1 six-month warrants at the same $8.50 strike price
• Continues a consistent 2026 track record of premium-priced private placements

The securities described in this release were offered and sold in private transactions pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About Brand Engagement Network

Brand Engagement Network, Inc. (Nasdaq: BNAI) builds secure, enterprise-grade artificial intelligence for the engagement layer of AI-where human intent is transformed into intelligent interactions, automated workflows, and real-world outcomes.  Powered by BEN's proprietary Engagement Language Model (ELM), the technology enables conversational AI interactions that connect human intent to organizational data, workflows, and real-world outcomes. BEN's AI operates within secure closed-loop environments using approved organizational data and built-in governance and compliance controls.  Trusted by organizations in regulated and high-impact industries, BEN helps bring AI into real operational settings where engagement drives outcomes and accountability matters. 

In June 2026, BEN acquired Cataneo GmbH, which provides enterprise software for advertising sales, scheduling, traffic, content management, monetization, analytics, CRM integration, and real-time reporting across linear, digital, and on-demand media. 

For more information, visit www.brandengagementnetwork.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the funding of remaining installments under the securities purchase agreement, issuance and exercise of warrants, use of proceeds, commercial execution, integration of acquired businesses, and future capital formation. Forward-looking statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the Purchasers' performance of remaining funding obligations, Nasdaq listing and market conditions, dilution from the issuance of shares and warrant shares, the Company's liquidity and going-concern considerations described in its SEC reports, integration of acquired businesses, and other risks described in the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statement except as required by law.

Contacts

Investor Relations
investors@beninc.ai

Media Relations
media@beninc.ai

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SOURCE Brand Engagement Network, Inc. (BEN)

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How is the $1,051,025 private placement for Brand Engagement Network funded over time?

The private placement includes an initial funding of $150,025 at closing for 17,650 shares. The remaining $901,000 is scheduled to be funded in five equal monthly installments of $180,200 each, continuing through February 5, 2027.

What are the warrant terms associated with BNAI's new private placement?

Investors receive 100% warrant coverage, meaning one warrant per share purchased. Each warrant has a term of six months and an exercise price of $8.50 per share, the same as the share purchase price. If the placement is fully funded, warrants will cover up to 123,650 additional shares.

Under what regulatory framework were the BNAI securities offered in this transaction?

The securities were offered and sold in private transactions under exemptions from the registration requirements of the Securities Act of 1933, as amended. The press release specifies that it is not an offer to sell or a solicitation of an offer to buy any securities.