Private Placement (Form 8-K)

Item 8.01 Other Events.

As previously disclosed in Current Reports on Form 8-K filed on April 22, 2026 and May 11, 2026, Brand Engagement Network, Inc. ("BEN" or the "Company") entered into a letter agreement and reseller arrangements with HighTide Energy, Inc. d/b/a Accelevate Solutions ("Accelevate") in connection with a strategic investment and commercial collaboration in the commercial fleet sector. Pursuant to the commercial arrangements, the parties agreed to mutual resale and distribution rights for their respective AI-enabled products and services across specified territories.

On May 30, 2026, the Company closed its previously disclosed investment in Accelevate pursuant to a Securities Purchase Agreement (the "Agreement"), under which the Company acquired 243,309 shares of Accelevate common stock, par value $0.001 per share, at a purchase price of $4.11 per share, for an aggregate purchase price of $1,000,000. Accelevate also issued to the Company a warrant to purchase an additional 243,309 shares of common stock at an exercise price of $4.11 per share, exercisable for a period of one year from issuance. The Company has stated its intent to exercise the warrant, which would result in an additional $1,000,000 investment.

Of the $1,000,000 aggregate purchase price, $250,101 was previously paid at the signing of the letter agreement dated April 22, 2026, and the remaining $749,899 was paid on June 3, 2026 by wire transfer. The agreement also reflects a correction to a prior subscription agreement, confirming that the correct per-share purchase price is $4.11.

The Securities Purchase Agreement contains customary representations and warranties of the parties, post-closing covenants, and indemnification provisions in favor of the Company. The foregoing description is qualified in its entirety by reference to the full text of the Agreement, filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference. The securities were issued in reliance upon exemptions from the registration requirements of the Securities Act of 1933, as amended.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.