BNAI 8-K
Brand Engagement Network Inc. (BNAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement, dated April 21, 2026, by and between Brand Engagement Network, Inc. and BEN Capital Fund I, LLC | |
| 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: April 22, 2026 | By: | /s/ Tyler Luck |
| Name: | Tyler Luck | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
