Brand Engagement Network Inc. filed a Form 8-K on September 22, 2026, disclosing that it entered into a Securities Purchase Agreement on September 21, 2026, for a private placement of common stock and warrants generating total gross proceeds of $1,051,025.00.

Key Highlights

  • Shares offered: 123,650 shares of common stock, par value $0.0001 per share, at $8.50 per share.
  • Total gross proceeds: $1,051,025.00, split equally between two purchasers at $525,512.50 each.
  • Purchase price premium: The $8.50 per share price represents a premium of more than 20% to the $7.07 closing price on September 21, 2026, according to the filing.
  • Funding structure: An initial payment of $150,025.00 for 17,650 shares, followed by five equal monthly installments of $180,200.00 each for 21,200 shares per installment.
  • Warrant coverage: 100% warrant coverage; if fully funded, Common Warrants will be exercisable for up to 123,650 shares at $8.50 per share, with a six-month term from issuance.
  • Registration exemption: Securities sold in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.

Brand Engagement Network's Structured Private Placement and Warrant Terms

According to the filing, Brand Engagement Network Inc. (NASDAQ:BNAI) entered into a Securities Purchase Agreement with BEN Capital Fund I, LLC, a Wyoming limited liability company, and Joseph Bevash, an individual resident of Wyoming (together, the "Purchasers"). The company agreed to issue and sell an aggregate of 123,650 shares of common stock at $8.50 per share in a private placement, for total gross proceeds of $1,051,025.00. Each purchaser subscribed for 61,825 shares for a subscription amount of $525,512.50.

The filing describes a staged funding structure. An initial payment of $150,025.00 covers 17,650 shares at the initial closing, with the remaining $901,000.00 to be paid in five equal monthly installments of $180,200.00 each, covering 21,200 shares per installment. The installment dates are on or about October 5, 2026, November 5, 2026, December 5, 2026, January 5, 2027, and February 5, 2027, as stated in the filing.

The SPA includes 100% warrant coverage. The company disclosed that, in connection with each funded tranche, it will issue Common Warrants to purchase a number of shares equal to the shares purchased in that tranche, at an exercise price of $8.50 per share, with a term of six months from issuance. If the SPA is funded in full, the Common Warrants will be exercisable for up to 123,650 shares of common stock. The filing also notes the SPA contains piggy-back registration rights on the company's next registration statement on Form S-1. A press release announcing the transaction was issued on September 22, 2026, and is furnished as Exhibit 99.1.

What Was Disclosed

Brand Engagement Network filed an 8-K disclosing a private placement of 123,650 shares at $8.50 per share for $1,051,025.00 in total gross proceeds, with 100% warrant coverage and a five-installment funding schedule running through February 2027.