| Item 3.02. |
Unregistered Sales of Equity Securities. |
On September 30, 2026, Beasley Broadcast Group, Inc. (the “Company”) completed the Concurrent Private Placement, as defined and described in Item 8.01 below, which description is incorporated into this Item 3.02 by reference. Pursuant to the Concurrent Private Placement, the Common Warrants (as defined in Item 8.01) and the shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), underlying the Common Warrants (collectively, the “Private Securities”) were issued in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and corresponding provisions of state securities or “blue sky” laws. Accordingly, the Private Securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
On September 28, 2026, Company entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Registered Direct Offering”) registered under the Securities Act an aggregate of (i) 200,000 shares of Class A Common Stock and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 157,000 shares of Class A Common Stock (such shares of Class A Common Stock issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”). Each share of Class A Common Stock was offered and sold at an offering price of $14.00, before deducting placement agent fees and offering expenses, and each Pre-Funded Warrant was offered and sold at an offering price of $13.9999, which is equal to the offering price per share of Class A Common Stock less the $0.0001 exercise price of each Pre-Funded Warrant, before deducting placement agent fees and offering expenses.
Each Pre-Funded Warrant has an initial exercise price per share of $0.0001, subject to certain adjustments. The Pre-Funded Warrants are exercisable immediately and will not expire until all of the Pre-Funded Warrants are exercised in full.
Additionally, pursuant to the Purchase Agreement, the Company agreed to issue to the Purchaser, in a concurrent private placement (the “Concurrent Private Placement”), warrants (the “Common Warrants” and, together with the shares of Class A Common Stock and the Pre-Funded Warrants, the “Securities”) to purchase one share of Class A Common Stock for each share of Class A Common Stock or Pre-Funded Warrant purchased in the Registered Direct Offering for an aggregate of 357,000 shares of Class A Common Stock. The Common Warrants will be initially exercisable six months following their issuance and will be exercisable for a period of five and a half years from the date of issuance. The exercise price of the Common Warrants is $15.00 per share of Class A Common Stock.
The Registered Direct Offering and the Concurrent Private Placement closed September 30, 2026. The net proceeds from the Registered Direct Offering and the Concurrent Private Placement are approximately $4.3 million, after deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the Registered Direct Offering and the Concurrent Private Placement, together with the net proceeds from the sales of certain tower assets, certain real estate and two radio stations, to reduce borrowings under its secured asset-based revolving credit facility provided pursuant to that certain Loan and Security Agreement, dated May 1, 2026, between Beasley Media Group, LLC, one of its wholly owned subsidiaries, and Siena Lending Group LLC, by approximately $2.2 million and to redeem approximately $11.4 million of Beasley Mezzanine Holdings LLC’s 11.000% Senior Secured First Lien Notes due 2028 at a redemption price of 100.000% plus interest accrued to, but excluding, the date of redemption.
In connection with the Registered Direct Offering and the Concurrent Private Placement, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the Company’s sole placement agent in connection with the Registered Direct Offering and the Concurrent Private Placement. As compensation for the services provided by the Placement Agent in connection with the Registered Direct Offering and the Concurrent Private Placement, the Company agreed to pay the Placement Agent a cash fee of 6.0% of the gross proceeds received by the Company from the sale of the Securities at the closing. The Company also agreed to reimburse the Placement Agent for its reasonable and documented out-of-pocket legal and other expenses incurred in connection with its services as placement agent for the Registered Direct Offering and the Concurrent Private Placement in an amount not to exceed $50,000 in the aggregate.
The shares of Class A Common Stock and the Pre-Funded Warrants were offered by the Company pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-295967), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 4, 2026, and a prospectus supplement related to the Registered Direct Offering filed with the SEC on September 30, 2026 and the accompanying prospectus.
Pursuant to the Purchase Agreement, the Company agreed that (i) until 60 days after the closing date of the Registered Direct Offering and the Concurrent Private Placement, neither the Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Class A
2
