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

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.

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

Argus Jan 30 session

-52.97% close to close Open Argus

Details

News Market Reaction – BNAI

In the Jan 30 session, BNAI declined 52.97%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

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 Figures

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

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

Previous Private placement Reports

2 past events · Latest: Aug 26

Same Type 2 events

1. Aug 26

   Premium private placement

   24h Move

   -3.9%

   Premium-priced private placement plus new $50M SEPA to fund AI growth.

2. May 29

   Premium private placement

   24h Move

   +107.9%

   Premium private placement with existing investors and leadership change to co-CEO.

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

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 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

"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. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

View original content to download multimedia:https://www.prnewswire.com/news-releases/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-302674850.html

SOURCE Brand Engagement Network, Inc. (BEN)

FAQ

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

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.