BEN Announces Above-Market Private Placement and Secures $50 Million Reserve Share Purchase Agreement

JACKSON, Wyo., Aug. 26, 2024 (GLOBE NEWSWIRE) — Brand Engagement Network Inc. (“BEN”) (Nasdaq: BNAI), an emerging provider of safe and secure customer engagement AI, today announced that it has closed a private placement with existing investors to purchase shares of BEN’s common stock for an aggregate amount of $5.925 million. Concurrently, BEN announced that it has entered into a $50 million reserve stock purchase agreement (“SEPA”) with Yorkville Advisors. Together, these two transactions provide the Company with increased financial flexibility and access to capital to support strategic growth initiatives, expanded market validation and scaling production of its human-like conversational AI assistants.

The private placement is supported by a group of existing shareholders of BEN, who have agreed to purchase 1.185 million common shares at $5.00 per share, which is substantially higher than the current trading price of the Company’s common shares. For each share purchased, investors received one additional common share from certain existing shareholders of the Company. In exchange for transferring their shares to existing investors, certain transferring shareholders received 960,000 warrants to purchase common shares of the Company at $5.00 per share and received a release of certain existing “lock-up” restrictions on 1,252,500 common shares held by them. The common shares will be purchased on a monthly basis until April 5, 2025.

Under the terms of the SEPA, Yorkville Advisors has agreed to purchase BEN shares up to $50 million in aggregate over three years. This financing structure will allow the company to access capital as needed to fund its business plan as it seeks to execute its growth and revenue strategies. BEN may not utilize the SEPA until a registration statement filed under the Securities Act of 1933, as amended, is declared effective by the Securities and Exchange Commission.

About BEN

BEN (Brand Engagement Network) is a leading provider of conversational AI technologies and human-like AI avatars, headquartered in Jackson, Wyoming. BEN delivers highly personalized, multi-modal (text, voice, and vision) AI engagement, with a focus on industries where there is a huge workforce gap and an opportunity to transform the way consumers interact with networks, vendors, and brands. Key to BEN’s success is a rich portfolio of conversational AI applications that improve customer experience, increase automation, and operational efficiency. Leveraging a proprietary language model developed through years of research and development by leading experts in AI and advanced security methodologies, BEN seeks to partner with companies with complementary capabilities and networks to enable meaningful business outcomes.

Further information about BEN can be found here: https://beninc.ai/.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from BEN’s expectations and projects. These forward-looking statements may be identified by the use of forward-looking terminology, including the words “anticipates,” “believes,” “continues,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will” or “would,” or, in each case, the negative or other variations thereof or comparable terminology.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated. Many of these factors are beyond BEN’s control and are difficult to predict. Factors that could cause such differences include, but are not limited to: risks related to the uncertainty of projected financial information regarding BEN; uncertainty regarding and failure to realize the anticipated benefits of future production-ready deployments; attracting and retaining qualified directors, officers, employees and key personnel; our ability to grow our customer base; BEN’s history of operating losses; BEN’s need for additional capital to support its current business plan and anticipated growth; technological changes in BEN’s marketplace; the value and enforceability of BEN’s intellectual property protections; BEN’s ability to protect its intellectual property; BEN’s material financial reporting weaknesses; BEN’s ability to adapt to complex regulatory requirements; the ability to maintain the listing of BEN’s securities on a national stock exchange; the ability to implement business plans, forecasts and other expectations; the effects of competition on BEN’s business; and risks related to operating and effectively managing growth in changing and uncertain macroeconomic conditions, such as high inflation and recessionary environments. The foregoing list of factors is not exhaustive.

BEN cautions that the foregoing list of factors is not exclusive. BEN cautions readers not to place undue reliance on forward-looking statements, which speak only as of the date made. BEN does not undertake or accept any obligation or commitment to publicly release updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statements are based, and it does not intend to do so unless required by applicable law. Further information on factors that could materially affect BEN, including its results of operations and financial condition, is set forth under the caption “Risk Factors” in BEN’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q subsequently filed with the Securities and Exchange Commission.

BEN Contacts

Investors:
Ryan Flanagan, ICR
[email protected]

Media:
Dan Brennan, ICR
[email protected]