Brand Engagement Network Terminates $50 Million Standby Equity Purchase Agreement, Strengthening Balance Sheet and Reducing Potential Dilution

Brand Engagement Network (Nasdaq: BNAI) terminated its $50 million Standby Equity Purchase Agreement with YA II PN, Ltd., effective immediately, with no outstanding obligations or advances.

Rhea-AI Summary

Brand Engagement Network (Nasdaq: BNAI) terminated its $50 million Standby Equity Purchase Agreement with YA II PN, Ltd., effective immediately, with no outstanding obligations or advances. The company has ~5,834,052 shares outstanding and ~3,377,446 public float (unaudited).

BEN used the facility for one drawdown after its 1-for-10 reverse split on Dec 12, 2025, closed the first installment of a $1.518 million premium private placement, and expects remaining closings in February and March 2026.

Positive

• Termination of $50M equity facility eliminates standby dilution risk
• No outstanding obligations or advances under the terminated facility
• Closed first installment of $1.518M premium private placement
• Current shares outstanding ~5,834,052 (unaudited)

Negative

• One drawdown occurred under the facility after the Dec 12, 2025 reverse split
• Remaining private placement closings in Feb–Mar 2026 may involve additional share issuances

Argus Feb 5 session

+7.27% close to close Open Argus

Details

News Market Reaction – BNAI

In the Feb 5 session, BNAI gained 7.27%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +7.3% in the session following this news. A strong positive reaction aligns with BNA...

Analysis

The stock moved +7.3% in the session following this news. A strong positive reaction aligns with BNAI’s recent focus on improving its capital structure. Terminating the $50 million Standby Equity Purchase Agreement removes a potential source of share issuance while the company highlights premium private placements and balance-sheet strengthening. Historical data show sharp moves around financing news, with prior reactions ranging from about -53% to over 100%, so position sizing and liquidity considerations remain important.

Key Figures

Standby equity facility size: $50 million Reverse stock split ratio: 1-for-10 Premium private placement: $1.518 million +5 more

Standby equity facility size

$50 million

Maximum common stock sale under terminated Standby Equity Purchase Agreement

Reverse stock split ratio

1-for-10

Reverse split effective December 12, 2025

Premium private placement

$1.518 million

First installment of premium private placement recently closed

Shares outstanding

5,834,052

Approximate unaudited common shares outstanding at announcement date

Public float

3,377,446 shares

Approximate unaudited public float at announcement date

Drawdowns used

1 drawdown

Number of times the terminated equity facility was utilized

Price vs 52-week range

$86.28 high / $1.18 low

Pre-news 52-week trading range for BNAI

Market cap

$136,675,465

Pre-news equity market capitalization

Historical Context

5 past events · Latest: Jan 30

5 events

1. Jan 30

   Premium private placement

   24h Move

   -53.0%

   Premium private placement and warrant cash used to strengthen balance sheet.

2. Jan 28

   Warrants and debt update

   24h Move

   +21.1%

   Cash from warrant exercises and debt conversion improving balance sheet mix.

3. Jan 21

   AI licensing partnership

   24h Move

   +41.5%

   Exclusive AI licensing deal in Africa with equity and revenue share economics.

4. Dec 29

   AI services agreement

   24h Move

   +108.8%

   Vendor agreement for custom AI solution with anticipated development and recurring revenue.

5. Dec 22

   Debt conversions

   24h Move

   -8.7%

   Liability reductions of about $2.49M via conversions, settlements, and payments.

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

Key Terms

standby equity purchase agreement, reverse stock split, private placement, public float, +2 more

6 terms

standby equity purchase agreement financial

"announced the termination of its Standby Equity Purchase Agreement dated August 26, 2024"

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

reverse stock split financial

"Since the Company's 1-for-10 reverse stock split became effective on December 12, 2025"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

private placement financial

"the Company recently closed the first installment of its $1.518 million premium 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.

public float financial

"approximately 3,377,446 are in the public float (unaudited)"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

warrant exercises financial

"Recent warrant exercises, debt conversions, and premium private placements have strengthened"

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.

debt conversions financial

"Recent warrant exercises, debt conversions, and premium private placements have strengthened"

Debt conversions are deals where a company trades what it owes (loans or bonds) for another form of claim, most commonly shares of the company, so the lender becomes an owner instead of a creditor. Think of it as swapping an IOU for stock; it can ease cash pressure and improve the balance sheet but also changes ownership and can dilute existing shareholders, so investors watch these moves for signs of financial stress or recovery.

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

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WILMINGTON, Del., Feb. 5, 2026 /PRNewswire/ -- Brand Engagement Network, Inc. (Nasdaq: BNAI) ("BEN" or the "Company"), a provider of secure, enterprise-grade artificial intelligence solutions, today announced the termination of its Standby Equity Purchase Agreement dated August 26, 2024, with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP. The Agreement previously permitted the Company to sell up to $50 million of its common stock to the investor from time to time.

The termination was effective immediately, with no outstanding obligations or advances under the facility. Since the Company's 1-for-10 reverse stock split became effective on December 12, 2025, BEN utilized the facility for only one drawdown. In addition, the Company recently closed the first installment of its $1.518 million premium private placement and anticipates the remaining closings in February and March 2026. For the avoidance of doubt, BEN elected to terminate the facility, and there are no outstanding obligations or advances thereunder.

As of the date of this announcement, the Company has approximately 5,834,052 shares outstanding (unaudited), of which approximately 3,377,446 are in the public float (unaudited). Recent warrant exercises, debt conversions, and premium private placements have strengthened the Company's balance sheet while minimizing dilution.

"We remain focused on maintaining a disciplined capital strategy and a clean capital structure as we scale revenue-generating deployments," said Tyler Luck, Chief Executive Officer.

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—helping organizations modernize operations, improve decision-making, and enhance customer engagement. BEN's platform is powered by proprietary technology, including its Engagement Language Model (ELM™), and is built 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. BEN undertakes no obligation to update forward-looking statements except as required by law.

Contacts
BEN Investor Relations: investors@beninc.ai
BEN Media: amy@beninc.ai

View original content to download multimedia:https://www.prnewswire.com/news-releases/brand-engagement-network-terminates-50-million-standby-equity-purchase-agreement-strengthening-balance-sheet-and-reducing-potential-dilution-302679857.html

SOURCE Brand Engagement Network, Inc. (BEN)

FAQ

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

Why did Brand Engagement Network (BNAI) terminate the $50 million SEPA on Feb 5, 2026?

BEN terminated the facility to reduce potential dilution and strengthen its balance sheet. According to the company, termination was elected effective immediately with no outstanding obligations or advances under the agreement.

How many shares does Brand Engagement Network (BNAI) have outstanding after the termination?

BEN reported approximately 5,834,052 shares outstanding (unaudited) as of the announcement date. According to the company, roughly 3,377,446 of those shares comprise the public float (unaudited).

Did Brand Engagement Network (BNAI) use the $50 million facility before terminating it?

Yes. BEN used the standby facility for one drawdown after its 1-for-10 reverse stock split on Dec 12, 2025. According to the company, that single drawdown occurred prior to the facility's termination.

What is the status of Brand Engagement Network's (BNAI) premium private placement funding?

BEN closed the first installment of a $1.518 million premium private placement and expects remaining closings in February and March 2026. According to the company, those additional closings are anticipated to complete soon.

What does the SEPA termination mean for BNAI shareholders and dilution risk?

Termination removes an available $50 million source of future equity sales, reducing potential dilution risk. According to the company, it elected termination to maintain a disciplined capital strategy and a cleaner capital structure.