Brand Engagement Network Inc. (Nasdaq: BNAI) entered into a securities purchase agreement on September 21, 2026, to raise gross proceeds of $1,051,025. The private placement involved the issuance of 123,650 shares of common stock, priced at $8.50 per share. The transaction was subscribed equally by two investors: BEN Capital Fund I, LLC, a Wyoming limited liability company, and Joseph Bevash, an individual resident of Wyoming.
The purchase price of $8.50 per share represents a premium of more than 20% over the Company’s closing stock price of $7.07 on September 21, 2026. The funding for the investment is structured in two parts: an initial payment of $150,025 for 17,650 shares at the initial closing, and a remaining balance of $901,000 to be paid in five equal monthly installments of $180,200 each. These installments are scheduled for payment on or around October 5, 2026, November 5, 2026, December 5, 2026, January 5, 2027, and February 5, 2027.
The Securities Purchase Agreement includes 100% warrant coverage. For each share purchased, the Company will issue common warrants to purchase an additional share at an exercise price of $8.50 per share. These warrants have a term of six months from issuance. If the placement is fully funded, the warrants will cover up to 123,650 shares of common stock.
The securities were offered and sold pursuant to exemptions from the registration requirements of the Securities Act of 1933, specifically relying on Section 4(a)(2) and/or Rule 506 of Regulation D. The Company also noted that this transaction continues a trend of securing equity commitments from sophisticated investors at premiums to the prevailing market, referencing prior placements priced at $63.25, $39.25, and $17.82.
