Brand Engagement Network Secures $1.518M Premium Private Placement at $63.25 a Share, Strengthens Balance Sheet with $818K in Warrant Proceeds, Full Debt Repayment

Rhea-AI Summary

Brand Engagement Network (Nasdaq: BNAI) announced receipt of $818,302.70 from warrant exercises, full repayment of legacy loans totaling $640,332.46, and a $1.518 million private placement priced at $63.25 per share for 24,000 shares. The private placement will close in three equal installments on Jan 30, Feb 25, and Mar 25, 2026, and includes no warrant coverage.

Management said these transactions strengthen the balance sheet and provide greater financial flexibility as the company executes its strategy.

Positive

• Private placement of $1.518M priced at $63.25 per share
• Warrant exercises generated $818,302.70 in cash proceeds
• Repaid $640,332.46 of legacy loans, including $630,332.46 to Hana Bank

Negative

• Private placement issues 24,000 new shares, causing dilution to existing holders
• Funding schedule extends closings across Jan–Mar 2026, delaying full capital receipt until March 25, 2026

News Market Reaction

-52.97%

43 alerts

-52.97% News Effect

-29.6% Trough in 24 min

-$343M Valuation Impact

$304M Market Cap

16K Volume

On the day this news was published, BNAI declined 52.97%, reflecting a significant negative market reaction. Argus tracked a trough of -29.6% from its starting point during tracking. Our momentum scanner triggered 43 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $343M from the company's valuation, bringing the market cap to $304M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Warrant proceeds: $818,302.70 Debt repaid: $640,332.46 Hana Bank loans repaid: $630,332.46 +5 more

8 metrics

Warrant proceeds $818,302.70 Cash received from warrant exercises

Debt repaid $640,332.46 Outstanding loans repaid in January 2026

Hana Bank loans repaid $630,332.46 Portion of loans with Hana Bank, South Korea

Private placement size $1.518 million New securities purchase agreement with Ben Capital Fund I, LLC

Private placement price $63.25 per share Price per share, stated as premium to Jan 29, 2026 close

Shares issued 24,000 shares Common stock to be issued in private placement

Installment size $506,000 Each of three funding installments

Installment dates Jan 30, Feb 25, Mar 25, 2026 Scheduled closings for the private placement

Market Reality Check

Price: $24.75 Vol: Volume 3,514,879 is below...

low vol

$24.75 Last Close

Volume Volume 3,514,879 is below the 20-day average of 16,897,599 (relative volume 0.21x). low

Technical Price $52.63 is trading above the $4.73 200-day moving average, indicating a strong pre-news uptrend.

Peers on Argus

BNAI was down 16.46% while only one peer in the momentum scanner (RVYL) was down...

1 Down

BNAI was down 16.46% while only one peer in the momentum scanner (RVYL) was down about 6.10%, and broader peers showed mixed moves, pointing to a stock-specific reaction rather than a sector-wide move.

Previous Private placement Reports

2 past events · Latest: Aug 26 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Aug 26	Premium private placement	Positive	-3.9%	Premium-priced private placement plus new $50M SEPA to fund AI growth.
May 29	Premium private placement	Positive	+107.9%	Premium private placement with existing investors and leadership change to co-CEO.

Pattern Detected

Past private placements were priced at a premium and drew mixed price reactions, from a modest decline to a triple-digit gain, indicating inconsistent market responses to similar funding events.

Recent Company History

Over recent months, Brand Engagement Network has repeatedly used equity-linked transactions to fund growth and reduce liabilities. Prior premium private placements in May 2024 and August 2024 raised several million dollars from existing investors and added flexible capital access. These financings supported development of AI engagement products and broader commercialization. Today’s private placement at a premium and concurrent debt repayment continue that pattern of balance-sheet focused capital actions aimed at strengthening financial flexibility.

Historical Comparison

private placement

+55.9 %

Average Historical Move

Historical Analysis

In past premium private placements, BNAI’s average one-day move was about 55.9%, with one sharp rally and one modest decline, showing volatile but generally strong reactions to similar funding news.

Typical Pattern

The company has repeatedly used premium private placements with existing investors, complemented by additional facilities like a SEPA, to build capital flexibility while advancing its AI platform.

Market Pulse Summary

The stock dropped -53.0% in the session following this news. A negative reaction despite balance-she...

Analysis

The stock dropped -53.0% in the session following this news. A negative reaction despite balance-sheet strengthening fits the mixed history of private placement announcements, where one prior deal saw a modest decline even at a premium price. The market may have focused on dilution from the 24,000 new shares and recent warrant activity rather than the $1.518 million in funding and debt repayment. Future price behavior may depend on execution and how efficiently this new capital is deployed.

Key Terms

warrant exercises, private placement, securities purchase agreement, Asset Purchase Agreement

4 terms

warrant exercises financial

"The warrant exercises were completed for cash and consisted of:19,750 shares"

Warrant exercises occur when holders of stock warrants use their right to buy company shares at a predetermined price, paying that price to receive new shares. It matters to investors because this process brings new cash into the company but also increases the total number of shares, which can reduce each existing shareholder’s ownership percentage — similar to adding more slices to a pizza while keeping the original toppings the same.

private placement financial

"the execution of a $1.518 million private placement, further strengthening the"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

securities purchase agreement financial

"Separately, BEN entered into a securities purchase agreement for a $1.518"

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.

Asset Purchase Agreement financial

"thereby satisfying the Company's liabilities under the Asset Purchase Agreement"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

AI-generated analysis. Not financial advice.

WILMINGTON, Del., Jan. 30, 2026 /PRNewswire/ -- Brand Engagement Network, Inc. ("BEN") (Nasdaq: BNAI), a provider of secure, enterprise-grade artificial intelligence solutions, today announced the receipt of $818,302.70 in cash proceeds from warrant exercises, the repayment of legacy debt, and the execution of a $1.518 million private placement, further strengthening the Company's balance sheet and financial flexibility.

The warrant exercises were completed for cash and consisted of:

• 19,750 shares exercised at $25.00 per share, generating $493,750 in gross proceeds;
• 8,202 shares exercised at $37.00 per share, generating $303,474 in gross proceeds;
• 5,701 shares exercised at $3.70 per share, generating $21,078.70 in gross proceeds.

In addition, during January 2026, BEN repaid $640,332.46 in outstanding loans, including $630,332.46 related to loans with Hana Bank, South Korea, thereby satisfying the Company's liabilities under the Asset Purchase Agreement dated May 3, 2023, through January 30, 2026.

Separately, BEN entered into a securities purchase agreement for a $1.518 million private placement with Ben Capital Fund I, LLC, priced at $63.25 per share, representing an issuance of 24,000 shares of common stock. The investment will be funded in three equal installments of $506,000, with closings scheduled for January 30, February 25, and March 25, 2026. The transaction includes no warrant coverage and was priced at a premium to the Company's January 29, 2026 closing price.

"This week reflects continued execution against our financial strategy," said Tyler Luck, Chief Executive Officer of Brand Engagement Network. "The combination of warrant exercises, debt repayment, and a premium-priced private placement strengthens our balance sheet and positions BEN to move forward with focus and flexibility as we execute on our business objectives."

The securities described herein were offered and sold in private transactions pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended.

About Brand Engagement Network, Inc. (Nasdaq: BNAI)
Brand Engagement Network, Inc. ("BEN") is a provider of secure, enterprise-grade artificial intelligence solutions that enable natural conversations, workflow automation, and real-world execution across text, voice, and avatar-based experiences. Designed for regulated and high-impact industries, BEN delivers highly personalized, multimodal AI within secure, closed-loop environments to help organizations modernize operations, improve decision-making, and enhance customer engagement. BEN's platform is powered by proprietary technology, including its Engagement Language Model (ELM™), with governance, compliance, and reliability embedded by design. For more information, please visit www.brandengagementnetwork.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results to differ materially. Additional information regarding these risks is contained in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements, except as required by law.

BEN Investor Relations: investors@beninc.ai

BEN Media Contact: amy@beninc.ai

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SOURCE Brand Engagement Network, Inc. (BEN)

FAQ

How much did Brand Engagement Network (BNAI) raise in the January 30, 2026 private placement?

The company entered a $1.518 million private placement priced at $63.25 per share. According to the company, the investment equals issuance of 24,000 shares and will be funded in three equal installments on Jan 30, Feb 25, and Mar 25, 2026.

What cash did BNAI receive from warrant exercises and how was it structured?

BNAI received $818,302.70 from cash warrant exercises across three strike prices. According to the company, exercises included 19,750 shares at $25, 8,202 at $37, and 5,701 at $3.70, producing the stated gross proceeds.

Which legacy debts did Brand Engagement Network repay on January 30, 2026 and for how much?

The company repaid $640,332.46 in outstanding loans, including $630,332.46 tied to Hana Bank. According to the company, this satisfied liabilities under the Asset Purchase Agreement through January 30, 2026.

Does the BNAI private placement include warrants or other attached securities?

No, the private placement includes no warrant coverage or attached securities. According to the company, the $1.518 million investment was priced at a premium to the January 29, 2026 closing price and contains only common stock issuance.

When will investors receive the funds and shares from the BNAI private placement in 2026?

Funding and share issuance occur in three equal closings: Jan 30, Feb 25, and Mar 25, 2026. According to the company, each installment is $506,000, with full funding and issuance completed by March 25, 2026.