Brand Engagement Network Inc. Announces $1.05M Private Placement Financing

What Happened

• Brand Engagement Network Inc. (BNAI) announced on September 21, 2026 that it entered a Securities Purchase Agreement with BEN Capital Fund I, LLC and Joseph Bevash to raise $1,051,025 through a private placement. The company will issue 123,650 shares of common stock at $8.50 per share, a premium of more than 20% to the $7.07 closing price on September 21, 2026.

Key Details

• Purchasers: BEN Capital Fund I, LLC and Joseph Bevash; each subscribed for 61,825 shares ($525,512.50 each).
• Structure/timing: $150,025 initial payment for 17,650 shares at the initial closing; remaining $901,000 funded in five monthly installments of $180,200 (21,200 shares) on or about Oct 5, Nov 5, Dec 5, Jan 5, and Feb 5.
• Warrants: 100% warrant coverage — common warrants issued for the same number of shares purchased in each tranche, $8.50 exercise price, six-month term; if fully funded, warrants could be exercised for up to 123,650 shares.
• Regulatory: Securities sold in a private placement under exemptions from registration; the SPA includes customary representations and piggy-back registration rights on the company’s next Form S-1.

Why It Matters

• The financing provides Brand Engagement Network with immediate liquidity of $150,025 and potential additional capital of $901,000 over five months, supporting near-term operations or growth plans.
• The transaction is priced at a meaningful premium to the market close, which can be viewed as investor support, but the issued shares plus the exercisable warrants represent potential dilution if warrants are exercised (up to an additional 123,650 shares).
• Investors should watch the funding schedule and the six-month warrant exercise windows for potential share supply and any subsequent registration or resale activity under the company’s Form S-1.