{"url_path":"/sec/bnai/8-k/2026-06-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1838163/0001493152-26-027373-index.html","accession_number":"0001493152-26-027373","cik":"0001838163","ticker":"BNAI","issuer_name":"Brand Engagement Network Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1838163/0001493152-26-027373-index.html","primary_entity_key":"0001838163","primary_entity_name":"Brand Engagement Network Inc."},"word_count":270,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nAdditionally,\non June 3, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”)\nwith Ben Capital Fund I, LLC and Joseph Bevash for a private placement of an aggregate 56,150 shares of the Company’s common stock\nat a purchase price of $17.82 per share (the “Purchase Price”), for total gross proceeds of $1,000,593 (the “Proceeds”).\nThe Purchase Price represents 120% of the closing price of the Company’s common stock on May 29, 2026. The SPA includes 100% warrant\ncoverage.\n\n \n\nThe\ninvestment will be funded in five monthly installments of $150,044.40, with the initial tranche paid on June 4, 2026 and a final payment\nof $250,371.00 to be paid on November 1, 2026 closed on April 21, 2026 and the remaining $750,460 expected to close before May 29, 2026.\nThe Proceeds will be used to exercise the warrant to purchase an aggregate 243,309 shares of common stock of Hightide Energy, Inc. d/b/a\nAccelevate Solutions as each tranche is received by the Company.\n\n \n\nThe\nforegoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full\ntext 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\ninto this Item 1.01.\n\n \n\nThe\nSecurities Purchase Agreement contains customary representations and warranties of the parties, post-closing covenants, and indemnification\nprovisions in favor of the Company. The securities were offered and sold pursuant to exemptions from the registration requirements of\nthe Securities Act of 1933, as amended."}