UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Additionally, on June 3, 2026, Brand Engagement Network, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Ben Capital Fund I, LLC and Joseph Bevash for a private placement of an aggregate 56,150 shares of the Company’s common stock at a purchase price of $17.82 per share (the “Purchase Price”), for total gross proceeds of $1,000,593 (the “Proceeds”). The Purchase Price represents 120% of the closing price of the Company’s common stock on May 29, 2026. The SPA includes 100% warrant coverage.
The investment will be funded in five monthly installments of $150,044.40, with the initial tranche paid on June 4, 2026 and a final payment of $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. The 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 Accelevate Solutions as each tranche is received by the Company.
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 Purchase Agreement contains customary representations and warranties of the parties, post-closing covenants, and indemnification provisions in favor of the Company. 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
On June 5, 2026, the Company issued a press release announcing the closing of the transaction described in Item 8.01 above, simultaneously with the filing of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement, dated June 3, 2026, by and between Brand Engagement Network, Inc., BEN Capital Fund I, LLC and Joseph Bevash | |
| 99.1 | Press Release of Brand Engagement Network, Inc., dated June 05, 2026 (furnished herewith). | |
| 104 | Cover Page Interactive Date Filed (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Brand Engagement Network Inc. | ||
| Dated: June 5, 2026 | By: | /s/ Tyler Luck |
| Name: | Tyler Luck | |
| Title: | Chief Executive Officer | |