Brand Engagement Network (NASDAQ: BNAI) closes $1,518,000 private stock sale

Rhea-AI Filing Summary

Brand Engagement Network, Inc. completed the third and final closing of a private equity financing with Ben Capital Fund I, LLC. The company received a final installment of $506,000, bringing total gross proceeds under the Securities Purchase Agreement to $1,518,000.

The financing involved the sale of 24,000 shares of common stock at $63.25 per share, funded in three equal installments of $506,000 each. The shares were sold as an unregistered offering in reliance on Section 4(a)(2) of the Securities Act of 1933 and applicable state securities laws.

Insights

Equity capital markets analyst

Brand Engagement Network closed a small private stock sale, adding $1,518,000 in gross proceeds.

Brand Engagement Network, Inc. has finished a previously announced private placement with Ben Capital Fund I, LLC, issuing 24,000 common shares at $63.25 per share. The structure used three equal cash installments of $506,000, now fully funded for total gross proceeds of $1,518,000.

The transaction is an unregistered sale conducted under Section 4(a)(2) of the Securities Act, indicating a private offering to sophisticated investors rather than a public sale. Actual net cash benefit will depend on transactional and legal costs, which are not detailed in the excerpt.

This type of financing increases the company’s equity capital base while diluting existing shareholders in line with the 24,000 new shares issued. Future periodic reports may show how the additional cash supports operations or growth initiatives and how the added shares affect per-share metrics.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

false 0001838163 0001838163 2026-03-09 2026-03-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2026

Brand Engagement Network, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40130		85-2843375
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7951 E. Maplewood Avenue, Suite 225

Greenwood Village, Colorado 80111

(Address of principal executive offices)

(720) 937-4477

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BNAI		The Nasdaq Capital Market

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 – Unregistered Sales of Equity Securities

On March 9, 2026, Brand Engagement Network, Inc. (the “Company”) completed the third and final closing under the Securities Purchase Agreement with Ben Capital Fund I, LLC previously disclosed in the Company’s Current Report on Form 8-K filed January 30, 2026.

In connection with the final closing, the Company received the third installment payment of $506,000, completing the previously announced $1,518,000 private placement.

The financing consisted of the sale of 24,000 shares of the Company’s common stock at a purchase price of $63.25 per share, funded in three equal installments of $506,000 each.

Following the final closing, the Company has received aggregate gross proceeds of $1,518,000 under the Securities Purchase Agreement, completing the previously announced financing.

The securities were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and applicable state securities laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Brand Engagement Network, Inc.

Date: March 9, 2026

By:	/s/ Tyler Luck
Name:	Tyler Luck
Title:	Chief Executive Officer

FAQ

What financing did Brand Engagement Network (BNAI) complete on March 9, 2026?

Brand Engagement Network completed the third and final closing of a private placement with Ben Capital Fund I, LLC, receiving total gross proceeds of $1,518,000 from issuing 24,000 common shares at $63.25 per share.

How much cash did Brand Engagement Network (BNAI) receive in the final private placement installment?

In the final installment of its private placement, Brand Engagement Network received $506,000. This payment was the third equal installment, completing total gross proceeds of $1,518,000 under the Securities Purchase Agreement with Ben Capital Fund I, LLC.

How many shares did Brand Engagement Network (BNAI) sell and at what price?

Brand Engagement Network sold 24,000 shares of its common stock at a purchase price of $63.25 per share. These shares were issued in a private placement funded through three equal cash installments of $506,000 each.

Who was the investor in Brand Engagement Network’s (BNAI) private placement?

The investor in Brand Engagement Network’s private placement was Ben Capital Fund I, LLC. The fund agreed to purchase 24,000 common shares in three equal cash installments, ultimately providing total gross proceeds of $1,518,000 to the company.

Under what legal exemption were BNAI’s shares sold in this transaction?

The shares were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and applicable state securities laws, allowing Brand Engagement Network to conduct a private, unregistered offering to qualified investors.

Is Brand Engagement Network’s (BNAI) $1,518,000 offering a registered public sale?

No. Brand Engagement Network’s $1,518,000 offering was an unregistered private sale of common stock. The company relied on Section 4(a)(2) of the Securities Act of 1933 and related state exemptions rather than registering the securities for a public offering.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB