Material Agreement, Private Placement, Regulation FD Disclosure (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Additionally, on April 21, 2026, Brand Engagement Network, Inc. (the "Company") entered into a Securities Purchase Agreement (the "SPA") with Ben Capital Fund I, LLC for a private placement of an aggregate 25,492 shares of the Company's common stock at a purchase price of $39.25 per share (the "Purchase Price"), for total gross proceeds of $1,000,561. The Purchase Price represents 120% of the closing price of the Company's common stock on April 21, 2026.

The investment will be funded in two installments of $250,101, which closed on April 21, 2026 and the remaining $750,460 expected to close before May 29, 2026. The SPA includes 100% warrant coverage.

The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

The securities were offered and sold pursuant to 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 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 7.01 Regulation FD Disclosure

The Company is providing a business update regarding capital activity during the month of April. The Company received $1,114,164 in cash proceeds from the exercise of outstanding warrants.

The information contained in this Item 7.01 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

The information contained in Item 7.01 is preliminary and unaudited and is subject to finalization in connection with the Company's financial reporting. The Company undertakes no obligation to update this information except as required by law.