Form 8-K

8-K — Brand Engagement Network Inc.

Accession: 0001493152-26-043663

Filed: 2026-09-22

Period: 2026-09-21

CIK: 0001838163

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

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2026-09-21

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2026-09-21

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BNAI:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf115.00PerShareMember

2026-09-21

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 21, 2026

Brand

Engagement Network Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-40130

98-1574798

(State or other jurisdiction of

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

300

Delaware Ave, Suite 210, Wilmington, DE 19801

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (307) 757-3650

Not

Applicable

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

BNAI

The

Nasdaq Stock Market LLC

Redeemable

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $115.00 per share

BNAIW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

September 21, 2026, Brand Engagement Network Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”)

with BEN Capital Fund I, LLC, a Wyoming limited liability company, and Joseph Bevash, an individual resident of Wyoming (together, the

“Purchasers”).

Pursuant

to the SPA, the Company agreed to issue and sell to the Purchasers, in a private placement, an aggregate of 123,650 shares of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $8.50 per share, for total gross proceeds

of $1,051,025.00. The purchase price represents a premium of more than twenty percent (20%) to the $7.07 closing price of the Common

Stock on September 21, 2026.

The

Purchasers’ aggregate commitment is split equally. Each Purchaser subscribed for 61,825 shares of Common Stock for a subscription

amount of $525,512.50.

The

investment will be funded as follows: (i) an initial payment of $150,025.00 for 17,650 shares of Common Stock in connection with the

initial closing; and (ii) the remaining $901,000.00 in five equal monthly installments of $180,200.00 each, for 21,200 shares per installment,

payable on or about October 5, 2026, November 5, 2026, December 5, 2026, January 5, 2027, and February 5, 2027.

The

SPA includes 100% warrant coverage. In connection with each funded tranche, the Company will issue to the Purchasers common warrants

(the “Common Warrants”) to purchase a number of shares of Common Stock equal to the number of shares purchased in that tranche,

at an exercise price of $8.50 per share, with a term of six (6) months from issuance. If the SPA is funded in full, the

Common Warrants will be exercisable for up to 123,650 shares of Common Stock.

The

securities were offered and sold pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended

(the “Securities Act”). The SPA contains customary representations, warranties, covenants, and conditions, including piggy-back

registration rights on the Company’s next registration statement on Form S-1.

The

foregoing description of the SPA 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.

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. The shares of

Common Stock and the Common Warrants (and the shares of Common Stock issuable upon exercise of the Common Warrants) were offered and

sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D

promulgated thereunder.

Item

7.01 Regulation FD Disclosure.

September 22, 2026, the Company issued a press release announcing the private placement described in Item 1.01. A copy of the press release

is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except

as expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Securities Purchase Agreement, dated September 21, 2026, by and among Brand Engagement Network Inc., BEN Capital Fund I, LLC and Joseph Bevash

99.1

Press Release of Brand Engagement Network Inc., dated September 22, 2026 (furnished herewith)

104

Cover

Page Interactive Data File (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 hereunto duly authorized.

BRAND

ENGAGEMENT NETWORK INC.

Date:

September

22, 2026

By:

/s/

Tyler Luck

Name:

Tyler

Luck

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of September 21, 2026 between Brand Engagement Network

Inc., a Delaware corporation (the “Company”), and BEN Capital Fund I, LLC, a Wyoming Limited Liability Company and

Joseph Bevash, individually a resident of Wyoming (including their successors and assigns, a “Purchaser”) identified

on the signature page hereto.

WHEREAS,

subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to Purchaser and Purchaser desires

to purchase from the Company securities of the Company as more fully described in this Agreement.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1 Definitions.

In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the

meanings set forth in this Section 1.1:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day.

“Closing”

means, initially, the closing of the purchase and sale of the Initial Shares pursuant to Section 2.1. Thereafter, “Closing”

shall mean the closing of the purchase and sale of the Shares in consideration of a Required Funding.

“Closing

Date” means, initially, the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable

parties thereto in connection with the initial Closing (which shall take place on September 21, 2026) and such Closing, the “Initial

Closing”), and to the extent applicable, all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription

Amount and (ii) the Company’s obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later

than the second (2nd) Trading Day following the date hereof. Thereafter, “Closing Date” shall mean the Trading

Day on which the Shares are issued to the Purchasers.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Company

Counsel” means The Law Offices of James D. Henderson, Jr., located at 2530 Wilshire Blvd., Suite 210, Santa Monica, CA 90403.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Event

of Default” means any of the following events: (i) the delisting of the Company’s Common Stock on a Trading Market for

a period of thirty consecutive trading days or more; (ii) The failure by the Company to timely comply with the reporting requirements

of the Exchange Act with respect to its Annual Report on Form 10-K or its Quarterly Reports on Form 10-Q, including applicable extension

periods and an additional grace period of ten calendar days (this clause (ii) a “Reporting Default”); (iii) The failure

for any reason by the Company to issue Securities to a Purchaser within the required time periods; (iv) the Company files for bankruptcy

under Title 11 of the United States Code or receivership or any final order is filed against the Company for more than $500,000 and remains

unvacated, unbonded or unstayed for a period of twenty calendar days; and (v) Any cessation of operations by the Company.

“GAAP”

means generally accepting accounting principles in the U.S.

“Funding

Condition Certification” means a certification of the Company signed by the members of Audit Committee of the Company’s

Board of Directors that the Company continues to evaluate mergers, acquisitions and strategic transactions in good faith.

“Liens”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material

Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Per

Share Purchase Price” equals $8.50, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Common Stock that occur after the date of this Agreement.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Purchaser”

shall have the meaning ascribed to it in the preamble.

“Registration

Statement” means any Registration Statement under which the Shares are registered.

“Representation

Letter” means that certain letter attached as Exhibit B hereto.

“Risk

Factor Annex” means that certain Annex I attached hereto.

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“SEC

Reports” shall have the meaning ascribed to such term in Section 3.1(g).

“Securities”

means the Shares, the Common Warrants, and the Warrant Shares.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares”

means the shares of Common Stock issued or issuable to Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Subscription

Amount” means, as Purchaser, the aggregate amount to be paid for the Shares purchased hereunder as specified below Purchaser’s

name on the signature pages of this Agreement and next to the heading “Subscription Amount,” in United States dollars and

in immediately available funds.

“Subsidiary”

means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York

Stock Exchange (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, the form of warrant governing the Common Warrants, the Warrant Exercise Agreement, all exhibits,

and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address

of 1 State Street, 30th Floor, New York, New York 10004, and any successor transfer agent of the Company.

PURCHASE

AND SALE

1.2 Closing. On the Closing Date, upon the terms and subject to the conditions set

forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees

to sell ,and the Purchaser agrees to purchase an aggregate of 123,650 Shares at a price per share of $8.50 based on a more than

twenty-percent (20%) premium to the Closing Price of $7.07 on September 21, 2026 of the Company’s common stock, at a total

purchase price of $1,051,025.00. Purchaser’s Subscription Amount as set forth on Schedule 1 hereto shall be made

available for settlement with the Company or its designee in accordance with Section 2.2 below. The Company shall deliver to

Purchaser its respective Shares, subject to any Escrow Legends, as applicable, as determined pursuant to Section 2.2, and the

Company and Purchaser shall deliver the other items set forth in Section 2.2 deliverable at each Closing. Upon satisfaction of the

covenants and conditions set forth in Sections 2.3 and 2.4, each Closing shall take place remotely by electronic transmission of the

Closing documentation. Settlement of the Shares shall occur on each Closing Date, on which the Company shall issue the Shares

registered in Purchaser’s name and addresses and released by the Transfer Agent directly to the account identified by

Purchaser, subject to any Escrow Legends, as applicable; upon receipt of such Shares, Purchaser will promptly make payment therefor

by wire transfer to the Company.

1.3 Escrow; Required Funding.

(a) On the Closing Date, in accordance with the breakout on Schedule 1, Purchaser will pay an

aggregate of $150,025 to the Company (the “Initial Payment”) and the Company shall issue directly to the

Purchaser 17,650 shares of Common Stock (the “Initial Shares”).

(b)

Following the Initial Issuance, the required funding balance of $901,000 (the “Required Funding”) shall be funded

in five equal tranches as set forth on Schedule 1, with the final funding tranche due no later than February 5, 2027 (the “Funding

Deadline”). Upon each payment of $8.50 by a Purchaser, including the Initial Payment, the Company shall issue to

such Purchaser one share of Common Stock and one Common Warrant having an exercise price of $8.50 and expiring six months after

the date of its issuance. Accordingly, each Purchaser shall receive an aggregate of 61,825 Shares and 61,825 Common Warrants upon completion

of all payments required from such Purchaser.

(c)

The Initial Payment and the Required Funding shall be used for working capital and general corporate purposes.

1.4 Deliveries.

(a)

On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) the Company’s wire instructions, and

(iii) subject to Section 2.1 and 2.2, an irrevocable letter of instruction to the

Company’s Transfer Agent, instructing the Transfer Agent to deliver in book-entry form the Initial Shares registered in the

name of the Purchaser;

(b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the

Company the following:

(i) this Agreement duly executed by Purchaser (for the Initial Closing only);

(ii) Purchaser’s cash payment for the Securities to be purchased by it on the Closing

Date;

(iii) if an entity, duly executed copies of Purchaser’s governing documents (for the

Initial Closing only); and

(iv) if an entity, duly executed copies of the Representation Letter from each member,

stockholder or other equity owner of such Purchaser.

1.5 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the

following conditions being met:

(i) the accuracy in all material respects on the applicable Closing Date (or, to the extent

representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the representations and

warranties of each Purchaser contained herein (unless such representation or warranty is as of a specific date therein in which case

they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or

Material Adverse Effect, in all respects) as of such date);

(ii) all obligations, covenants and agreements of Purchaser required to be performed at or

prior to the applicable Closing Date shall have been performed; and

(iii) the delivery by Purchaser of the items set forth in Section 2.3(b) of this

Agreement.

(b)

The obligations of Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects on the applicable Closing Date (or, to the extent

representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made of the

representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date

therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified

by materiality or Material Adverse Effect, in all respects) as of such date);

(ii)

all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall

have been performed;

(iii)

the delivery by the Company of the items set forth in Section 2.3(a) of this Agreement; and

(iv)

there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

ARTICLE

II.

REPRESENTATIONS

AND WARRANTIES

2.1 Representations

and Warranties of the Company. The Company hereby makes the following representations and warranties to each

Purchaser:

(a) Organization

and Qualification. The Company and each of its subsidiaries is an entity duly incorporated or otherwise organized, validly

existing and in good standing under the laws of the jurisdiction of its incorporation or organization (if a good standing concept

exists in such jurisdiction), with the requisite power and authority to own and use its properties and assets and to carry on its

business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its

respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and

its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each

jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary (if a good

standing concept exists in such jurisdiction), except where the failure to be so qualified or in good standing, as the case may be,

would not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of

any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition

(financial or otherwise) of the Company and its subsidiaries, taken as a whole, or (iii) a material adverse effect on the

Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of

(i), (ii) or (iii), a “Material Adverse Effect”; provided, however, that changes in the trading price or trading

volume of the Common Stock shall not, in and of itself, constitute a Material Adverse Effect) and no Proceeding has been instituted

in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or

qualification.

(b) Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions

contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and

thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the

consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action

on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s

stockholders in connection herewith or therewith. This Agreement and each other Transaction Document to which it is a party has been

(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof,

will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except

(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of

general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability

of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which

it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and

thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate

or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default

(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of

the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or

similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit

facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the

Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or

(iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction

of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws

and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each

of clauses (ii) and (iii), such as would not, individually or in the aggregate, have or reasonably be expected to result in a

Material Adverse Effect.

(d) Filings,

Consents and Approvals. Except as specifically noted in this Section 2.1(d), the Company has filed all quarterly and annual

reports required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing

filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other

than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC

Reports”). The Company has delivered to Purchaser true and complete copies of the SEC Reports, except for such exhibits

and incorporated documents, and except as such Documents are available EDGAR filings on the SEC’s sec.gov website. As of their

respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and

regulations of the SEC promulgated thereunder applicable to the SEC Reports, and none of the SEC Reports, at the time they were

filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated

therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not

misleading. Except as specifically noted herein, none of the statements made in any such SEC Reports is, or has been, required to be

amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to

the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Reports complied as to

form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with

respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting

principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial

position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations

and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Except as set forth in the financial statements of the Company included in the SEC Reports, the Company has no liabilities,

contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to March 31, 2024, and

(ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally

accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not

material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the

Exchange Act. For the avoidance of doubt, filing of the documents required in this Section 3.1(d) via the SEC’s Electronic

Data Gathering, Analysis, and Retrieval system (“EDGAR”) shall satisfy all delivery requirements of this Section 3.1(d).

Nothwithstanding the above, the Company has informed Purchasers, and each of them, that Company is in the process of, and intends

to, file an amended Form 10-K (10-K/A) for the fiscal year 2025 forthwith to restate the Company’s internal controls currently

in place, as the internal controls were inadvertently omitted in the original filing. No changes will be made to the Company’s

previously disclosed financials in the forthcoming Form 10-K/A.

(e) Issuance

of the Securities. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction

Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company and

immediately after such issuance the Purchasers shall have title to the Securities. The Company has reserved from its duly authorized

capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Common Warrants.

(f) No

Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,

neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any

offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of

the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions

of any Trading Market on which any of the securities of the Company are listed or designated.

(g) SEC

Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company

under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials,

including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the

“SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC

Reports prior to the expiration of any such extension.

(h) Litigation.

There is no Action or Proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or the

transactions contemplated by this Agreement, and neither the Company nor any of its affiliates is subject to or bound by any order,

in either case that would prevent or otherwise materially interfere with the ability of the Company to consummate the transactions

contemplated by this Agreement or to otherwise perform its obligations under this Agreement to which the Company is or will be a

party.

(i) Compliance.

Neither the Company nor any of its subsidiaries: (i) is in default under or in violation of, nor has the Company or any of its

subsidiaries received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit

agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (other than

those that have been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other

governmental authority) or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any

governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, other than tax

payments related to payroll that are late, environmental protection, occupational health and safety, product quality and safety and

employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse

Effect.

(j) D&O

Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary in the businesses in which the Company and the subsidiaries are engaged, for directors and

officers insurance coverage at least equal to the aggregate Subscription Amount. The Company does not have any reason to believe

that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage

from similar insurers as may be necessary to continue its business without a significant increase in cost.

(k) Sarbanes-Oxley;

Internal Accounting Controls. Except as may be disclosed in the SEC Reports, the Company is in compliance with any and all

applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules

and regulations promulgated by the SEC thereunder that are effective as of the date hereof and as of each Closing Date. Except as

disclosed in the SEC Reports, the Company and its subsidiaries maintain a system of internal accounting controls sufficient to

provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific

authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP

and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or

specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals

and appropriate action is taken with respect to any differences. The Company and its subsidiaries have established disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and its subsidiaries and designed

such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files

or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the

Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure

controls and procedures of the Company and its subsidiaries as of the end of the period covered by the most recently filed periodic

report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently

filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure

controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes

in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries

that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the

Company and its subsidiaries. Nothwithstanding the above, the Company has informed Purchasers, and each of them, that Company is in

the process of, and intends to, file an amended Form 10-K (10-K/A) for the fiscal year 2025 forthwith to restate the Company’s

internal controls currently in place, as the internal controls were inadvertently omitted in the original filing. No changes will be

made to the Company’s previously disclosed financials in the forthcoming Form 10-K/A.

(l) No

Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated

by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the

Company is current with respect to any fees owed to its accountants and lawyers which would affect the Company’s ability to

perform any of its obligations under any of the Transaction Documents.

(m)

Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that such Purchaser is

acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions

contemplated thereby. The Company further acknowledges that such Purchaser is not acting as a financial advisor or fiduciary of the

Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any

advice given by such Purchaser or any of its representatives or agents in connection with the Transaction Documents and the

transactions contemplated thereby is merely incidental to such Purchaser’s purchase of the Securities. The Company further

represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has

been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its

representatives.

(n)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary

notwithstanding, it is understood and acknowledged by the Company that: (i) the Purchasers has not been asked by the Company to

agree, nor has Purchaser agreed, to desist from purchasing or selling, (excluding long and short sales) securities of the Company,

or to hold the Securities for any specified term (other than as required by applicable law), (ii) past or future open market or

other transactions by any Purchaser, before or after the closing of this or future private placement transactions, may negatively

impact the market price of the Company’s publicly-traded securities.

(o) Regulation

M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any

action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of,

any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other

securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement

agent in connection with the placement of the Securities.

(p) Registration

Rights. The Company grants Purchaser piggy-back registration rights on its next Registration Statement on Form S-1 with the

Securities and Exchange Commission covering the resale of the Shares subject to the approval of any underwriter or investment bank

involved with such registration statement. .

2.2 Representations, Warranties and Acknowledgments of Purchaser. Purchaser hereby

represents and warrants as of the date hereof and as of the Closing Date and as of the date of the Required Funding to the Company

as follows (unless as of a specific date therein, in which case they shall be accurate as of such date.

(a) Organization;

Authority. Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability

company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and

performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all

necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of Purchaser. Each

Transaction Document to which it is a party has been duly executed by Purchaser, and when delivered by Purchaser in accordance with

the terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable against it in accordance with

its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium

and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating

to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and

contribution provisions may be limited by applicable law.

(b) Understandings

or Arrangements. Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect

arrangement or understandings with any other persons (other than managers and/or members of an LLC) to distribute or regarding the

distribution of such Securities. Purchaser is acquiring the Securities hereunder in the ordinary course of its personal and/or

business.

Status. At the time such Purchaser was offered the Securities, each Purchaser is, and on each Closing Date will be, an

‘accredited investor’ and as of the date hereof it is, and on each date on which it exercises any Common Warrants,

it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9),

(a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under

the Securities Act.

(d) Experience of Purchaser. Purchaser, either alone or together with its

representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of

evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such

investment. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to

afford a complete loss of such investment.

(e) Access to Information. Purchaser acknowledges that it has had the opportunity to

review the Transaction Documents (including all exhibits and schedules thereto) and has read the SEC Reports and the Risk Factor

Annex and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from,

representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of

investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations,

business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to

obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is

necessary to make an informed investment decision with respect to the investment.

(f) Certain Transactions and Confidentiality. Other than consummating the transactions

contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such

Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during

the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other

Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately

prior to the execution hereof. Other than to other Persons party to this Agreement or to such Purchaser’s representatives that

are bound by confidentiality obligations, including, without limitation, its officers, directors, partners, legal and other

advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in

connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the

avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to

locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(g) General Solicitation. Purchaser is not purchasing the Securities as a result of any

advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media

or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general

solicitation or general advertisement.

(h) Litigation. There is no Action or Proceeding pending or, to the knowledge of such

Purchaser, threatened against or affecting such Purchaser or the transactions contemplated by this Agreement, and neither such

Purchaser nor any of its affiliates is subject to or bound by any order, in either case that would prevent or otherwise materially

interfere with the ability of such Purchaser to consummate the transactions contemplated by this Agreement or to otherwise perform

its obligations under this Agreement to which such Purchaser is or will be a party.

(i) Finders’ Fees. There is no investment banker, broker, finder or other

intermediary that has been retained by or is authorized to act on behalf of such Purchaser or any of its affiliates, who is entitled

to any fee or commission in connection with the transactions contemplated by this Agreement.

(j)

Sufficiency of Funds. Purchaser has sufficient capital on hand to enable such Purchaser to pay the Required Funding and

consummate the transactions contemplated by this Agreement.

(k) Purchaser’s Investigation and Reliance. Purchaser is a sophisticated

purchaser and has made its own independent investigation, review and analysis regarding the Company, which investigation, review and

analysis were conducted by Purchaser together with expert advisors, including legal counsel, that it has engaged for such purpose.

Purchaser has been provided access to the facilities, books and records of the Company and any other information that it has

requested in connection with its investigation of the Company. Purchaser is not relying on any statement, representation or

warranty, oral or written, express or implied, made by the Company or any of its representatives or any other person, except as set

forth in this Article III. Purchaser acknowledges that neither the Company nor any of its stockholders, affiliates or

representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or

forecasts involving the Company.

(l) Conduct of Company’s Business. Purchaser acknowledges that the Company

intends to conduct its operations and execute its business plan as described in the Company’s SEC Reports and represents that

it is not purchasing the Securities in contemplation of the Company’s entry into new lines of business or other activities not

described in the Company’s SEC Reports.

(m)

Going Concern; Additional Fundraising Activities. Purchaser acknowledges that the Company requires substantial additional capital

in addition to the Required Funding to conduct its business and that the Company’s current liquidity position raises substantial

doubt about the Company’s ability to continue as a going concern. Purchaser further acknowledges that the Company is currently

engaged in seeking additional investments from various capital sources, including under terms that may be dilutive or otherwise materially

adverse to such Purchaser.

(n) Securities Not Registered. Purchaser understands that (i) the sale or resale of the

Securities has not been registered under the Securities Act or any applicable state securities laws, and the Securities may not be

transferred unless (a) the Securities are sold pursuant to an effective registration statement under the Securities Act, (b) such

Purchaser shall have delivered to the Company an opinion of counsel (which may be counsel to the Company) that shall be in form,

substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or

transferred may be sold or transferred pursuant to an exemption from such registration (c) the Securities are sold or transferred to

an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule

144”)) of such Purchaser who agrees to sell or otherwise transfer the Securities only in accordance with this clause (n), (d)

the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S

under the Securities Act (or a successor rule) (“Regulation S”), and such Purchaser shall have delivered to the Company,

at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in

corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule

144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such

Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter

(as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the

rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register

such Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption

thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be

pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of

Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and such Purchaser in effecting

such pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the

Company pursuant to this Agreement or otherwise.

(a) Acknowledgment of Representation. Purchaser acknowledges that James D. Henderson,

Jr., is counsel to the Company and Purchaser has obtained its own legal advice or consultation with respect to the Transaction

Documents.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect the Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

III.

OTHER

AGREEMENTS OF THE PARTIES

3.1 Integration. The Company shall not sell, offer for sale or solicit offers to buy or

otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the

offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require

shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of

such subsequent transaction.

3.2 Reservation of Common Stock. As of the date hereof, the Company has reserved and

the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of

Common Stock for the purpose of enabling the Company to issue the Shares pursuant to this Agreement.

3.3 Listing of Common Stock. The Company hereby agrees to use commercially reasonable

efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and

following the Closing, the Company shall apply to list all of the Shares on such Trading Market and promptly use commercially

reasonable efforts to secure the listing of all of the Shares on such Trading Market. The Company further agrees, if the Company

applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares s,

and will take such other action as is reasonably necessary to cause all of the Shares to be listed on such other Trading Market as

promptly as possible.

3.4 Right to Participate. For so long as Purchaser makes the Required Funding by the

Funding Deadline or the five day right to cure thereafter, and for a period of 60 days following the execution of this Agreement,

such Purchaser shall have a right of first refusal to participate in any capital raising transaction of the Company on the same

terms and conditions offered to the Company by third-parties for an amount of up to 50% of its pro rata amount of the proposed

aggregate investment amount of such capital raising transaction. Investors shall be provided with written notice of any such capital

raising transaction and shall be granted four business days to elect to exercise its rights of first refusal and fund its investment

amounts (provided that in the event of a registered offering of the Company’s securities, such Purchaser shall be required to

exercise its rights concurrently with the pricing of such offering).

3.5 Certain Transactions. Purchaser covenants that neither it nor any Affiliate acting

on its behalf or pursuant to any understanding with it will execute any Short Sales of any of the Company’s securities for a

period of one year following this Agreement.

3.6. Purchasers’ Obligations.

The obligations of each Purchaser under this Agreement are several and not joint. Each Purchaser shall be responsible only for the Subscription

Amount stated on its respective signature page, and no Purchaser shall be responsible for another Purchaser’s funding or other

obligations. A default by one Purchaser shall not constitute a default by, or affect the rights or obligations of, any other Purchaser.

ARTICLE

IV.

MISCELLANEOUS

4.1 Fees and Expenses. Except as expressly set forth in the Transaction Documents to

the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all

other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this

Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing

of any instruction letter delivered by the Company and any exercise notice delivered by the Purchaser), stamp taxes and other taxes

and duties levied in connection with the delivery of any Securities to the Purchaser. The Company shall pay any and all

Registrations fees, including any legal and accountant fees associated with such Registrations of the Shares.

4.2 Entire Agreement. The Transaction Documents, together with the exhibits and

schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and

supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have

been merged into such documents, exhibits and schedules.

4.3 Notices. All notices, consents, waivers and other communications hereunder shall be

in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by email, with affirmative

confirmation of receipt by Purchaser and only if such affirmative confirmation is given, (iii) one business day after being

sent, if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after being mailed,

if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following

addresses (or at such other address for a party as shall be specified by like notice):

4.4 Modifications and Amendments. The terms and provisions of this Agreement may be

modified or amended only by written agreement executed by the Company and the Purchasers holding a majority of the Securities issued

hereunder.

4.5 Waivers and Consents. The terms and provisions of this Agreement may be waived, or

consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms

or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other

terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific

instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

4.6 Headings and Captions. The headings captions of the various sections of this

Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms

or provisions hereof.

4.7 Successors and Assigns. This Agreement shall be binding upon and inure to the

benefit of the parties and their successors and permitted assigns. None of the Company nor the Purchasers may assign this Agreement

or any rights or obligations hereunder without the prior written consent of the Company or the Purchasers, as applicable.

4.8 Governing Law. All questions concerning the construction, validity, enforcement and

interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of

the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings

concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction

Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners,

members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each

party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,

Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated

hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably

waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any

such court, that such Action or Proceeding is improper or is an inconvenient venue for such Action or Proceeding. Each party hereby

irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a

copy thereof via nationally recognized overnight delivery (with evidence of delivery) to such party at the address in effect for

notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice

thereof.

4.9 Survival. The representations and warranties contained herein shall survive the

Closing and the delivery of the Securities.

4.10 Execution. This Agreement may be executed in two or more counterparts, all of which

when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by

each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event

that any signature is delivered by e-mail delivery (including any electronic signature covered by the U.S. federal ESIGN Act of

2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g.,

www.docusign.com) or other transmission method, such signature shall be deemed to have been duly and validly delivered and shall

create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and

effect as if such “.pdf” signature page were an original thereof.

4.11 Severability. If any term, provision, covenant or restriction of this Agreement is

held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,

covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or

invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to

achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is

hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions,

covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or

unenforceable.

4.12 Acknowledgment of Dilution of Voting Power. The Company acknowledges that the

issuance of the Securities will result in dilution of the voting power of the outstanding shares of Common Stock, which dilution

will be substantial.

4.13 Publicity. The Company and Purchaser shall consult with each other in issuing any

other press releases with respect to the transactions contemplated hereby, and neither the Company nor Purchaser shall issue any

such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press

release of Purchaser or without the prior consent of Purchaser, with respect to any press release of the Company, which consent

shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party

shall promptly provide the other party with prior notice of such public statement or communication.

4.14 Replacement of Securities. If any certificate or instrument evidencing any

Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for

and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument,

but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new

certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity)

associated with the issuance of such replacement Securities.

4.15 Remedies. In addition to being entitled to exercise all rights provided herein or

granted by law, including recovery of damages, each of the Purchaser and the Company will be entitled to specific performance under

the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason

of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for

specific performance of any such obligation the defense that a remedy at law would be adequate.

4.16 Event of Default. Should an Event of Default occur, Purchaser shall be relieved of

its obligations hereunder to make the Required Funding. In the event of a Reporting Default, for each day such Reporting Default

goes uncured, an additional day shall be added to the applicable Funding Deadline for a Required Funding.

4.17 Blue Sky Filings. The Company shall take such action as the Company shall

reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser under

applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions

promptly upon request of any Purchaser.

4.18 Payment Set Aside. To the extent that the Company makes a payment or payments to

Purchaser pursuant to any Transaction Document or Purchaser enforces or exercises its rights thereunder, and such payment or

payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent

or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the

Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal

law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally

intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such

enforcement or setoff had not occurred.

4.19 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any

right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the

next succeeding Business Day.

4.20 Construction. The parties agree that each of them and/or their respective counsel

have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the

effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the

Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in

any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Common Stock that occur after the date of this Agreement.

4.21 Indemnification.

(a) Company agrees to indemnify and hold Subscriber, and each person, if any, who controls

Subscriber within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of

Subscriber within the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through

which Subscriber effects or executes the resale of any Shares or Warrant Shares (collectively, the “Subscriber Indemnified

Parties”), harmless against any and all losses, claims, damages and liabilities (including any reasonable out-of-pocket

legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively,

“Losses”) incurred by Subscriber Indemnified Parties directly that are caused by any untrue statement or alleged

untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the

Shares ]\ (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained

therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements

therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except to the

extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by a

Subscriber expressly for use therein. Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply

to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company (which

consent shall not be unreasonably withheld, delayed or conditioned).

(b) Subscriber agrees to indemnify and hold the Company, and the officers, employees,

directors, partners, members, attorneys and agents of the Company, each person, if any, who controls the Company within the meaning

of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Company within the meaning

of Rule 405 under the Securities Act (collectively, the “Company Indemnified Parties”), harmless against any and

all Losses incurred by Company Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a

material fact contained in the Registration Statement or any other registration statement which covers the Shares (including, in

each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any

omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a

prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same are

caused by or contained in any information or affidavit so furnished in writing to the Company by each Subscriber expressly for use

therein. Notwithstanding the forgoing, Subscriber’s indemnification obligations shall not apply to amounts paid in settlement

of any Losses if such settlement is effected without the prior written consent of each Subscriber (which consent shall not be

unreasonably withheld, delayed or conditioned).

4.22 Restrictive Legends. Any certificates representing the Shares shall have endorsed

thereon legends substantially as follows:

“THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND

NEITHER THE SECURITIES OR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO

AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS

OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY SO REQUEST), IS AVAILABLE.

4.23 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION

BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY

APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

Brand Engagement Network Inc.

Address for Notice:

By:

/s/

Tyler Luck

Brand Engagement Network Inc.

Name:

Tyler Luck

300 Delaware Ave. Suite 210

Title:

Chief Executive Officer

Wilmington, DE 19801

E-Mail: legal@beninc.ai

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: Joseph Bevash

Signature

of Authorized Signatory of Purchaser: /s/ Joseph Bevash

Name

of Authorized Signatory: Joseph Bevash

Title

of Authorized Signatory: ________________________________________________

Address of Authorized Signatory:

Address

for Notice to Purchaser:

Subscription

Amount: $525,512.50

61,825

Common

Warrants: 61,825

SSN Number:

[PURCHASER

SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: BEN Capital Fund 1, LLC

Signature

of Authorized Signatory of Purchaser: /s/ James Irving

Name

of Authorized Signatory: James Irving

Title

of Authorized Signatory: Managing Director

Address of Authorized Signatory:

Address

for Notice to Purchaser:

Subscription

Amount: $525,512.50

61,825

Common

Warrants: 61,825

EIN

Number:

SCHEDULE

Pursuant

to Section 1.3(a), above, payments are to be made by Purchaser according to the following schedule:

$150,025.00 to acquire 17,650 shares on or about September 21, 2026;

$180,200.00 to acquire 21,200 shares on or about October 5, 2026;

$180,200.00 to acquire 21,200 shares on or about November 5, 2026;

$180,200.00 to acquire 21,200 shares on or about December 5, 2026;

$180,200.00 to acquire 21,200 shares on or about January 5, 2027; and

$180,200.00 to acquire 21,200 shares on or about February 5, 2027.

ANNEX

Risks

Related to this Offering

may issue additional equity or convertible debt securities in the future, which may result in additional dilution to investors.

raise additional capital in the future, we believe that we may offer and issue additional shares of our Common Stock or other securities

convertible into or exchangeable for our Common Stock in the future. We cannot assure you that we will be able to sell shares or other

securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this

offering, and investors purchasing other securities in the future could have rights superior to existing stockholders. The price per

share at which we sell additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock

in future transactions may be higher or lower than the price per share in this offering. We also have a significant number of stock options

and warrants outstanding. To the extent that outstanding stock options or warrants have been or may be exercised or other shares issued,

you may experience additional dilution.

Further,

as we grow our business, we may seek to rely more heavily on capital raising transactions to fund our operations, raise capital to retire

any debt we may hereafter incur, for other corporate purposes, or due to market conditions or strategic considerations even if we believe

we have sufficient funds for our current or future operating plans.

There

is no public market for the Warrants to purchase shares of our Common Stock being offered in this offering.

There

is no established public trading market for the Warrants being offered in this offering, and we do not expect a market to develop. In

addition, we do not intend to apply to list the Warrants on any national securities exchange or other nationally recognized trading system,

including The Nasdaq Capital Market. Without an active trading market, the liquidity of the Warrants will be limited.

have broad discretion in the use of our available cash and other sources of funding, including the net proceeds from this offering.

Our

management has broad discretion in the use of our available cash and other sources of funding, including the net proceeds we receive

in this offering. The failure by our management to apply these funds effectively could result in financial losses that could have a material

adverse effect on our business, cause the price of our Common Stock to decline and. Pending use in our operations, we may invest our

available cash, including the net proceeds we receive in this offering, in a manner that does not produce income or that loses value.

The

Warrants purchased in this offering do not entitle the holder to any rights as common stockholders until the holder exercises the warrant

for shares of our Common Stock, except as set forth in the Warrants.

Until

you acquire shares of our Common Stock upon exercise of your Warrants purchased in this offering, such Warrants will not provide you

any rights as a common stockholder, except as set forth therein. Upon exercise of your Warrants purchased in this offering, you will

be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs on or after the exercise

date.

Our

stock price is volatile, and your investment may suffer a decline in value.

a result of fluctuations in the price of our Common Stock, you may be unable to sell your shares at or above the price you paid for them.

The market price of our Common Stock is likely to continue to be volatile and subject to significant price and volume fluctuations in

response to market, industry and other factors. The market price of our Common Stock may also be dependent upon the valuations and recommendations

of the analysts who cover our business. If the results of our business do not meet these analysts’ forecasts, the expectations

of investors or the financial guidance we provide to investors in any period, the market price of our Common Stock could decline.

addition, the stock markets in general, and the markets for technology stocks in particular, have experienced significant volatility

that has often been unrelated to the financial condition or results of operations of particular companies. These broad market fluctuations

may adversely affect the trading price of our Common Stock and, consequently, adversely affect the price at which you could sell the

shares of Common Stock that you purchase in this offering. In the past, following periods of volatility in the market or significant

price declines, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against

us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely

affect our business, financial condition, results of operations and growth prospects.

Future

sales of our Common Stock in the public market or other financings could cause our stock price to fall, and a substantial number of shares

of Common Stock may be sold in the market following this offering, which may depress the market price for our Common Stock.

Sales

of a substantial number of shares of our Common Stock in the public market, the perception that these sales might occur, or other financings

could depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity

securities. In addition, shares of Common Stock issuable upon exercise of outstanding warrants and options, as well as shares reserved

for future issuance under our incentive stock plan, will be eligible for sale in the public market to the extent permitted by applicable

vesting requirements, if any, and, in some cases, subject to compliance with the requirements of Rule 144. As a result, these shares

will be eligible to be freely sold in the public market upon issuance, subject to restrictions under the securities laws.

Because

we do not currently intend to declare cash dividends on our shares of Common Stock in the foreseeable future, stockholders must rely

on appreciation of the value of our Common Stock for any return on their investment.

do not currently anticipate declaring or paying any cash dividends in the foreseeable future. In addition, the terms of any existing

or future debt agreements may preclude us from paying dividends. As a result, we expect that only appreciation of the price of our Common

Stock, if any, will provide a return to existing stockholders for the foreseeable future.

Resales

of our Common Stock in the public market during this offering by our stockholders may cause the market price of our Common Stock to fall.

may issue Common Stock from time to time. This issuance from time to time of these new shares of our Common Stock, or our ability to

issue these shares of Common Stock in this offering, could result in resales of our Common Stock by our current stockholders concerned

about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our Common

Stock.

The

market price of our Common Stock may be adversely affected by market conditions affecting the stock markets in general, including price

and trading fluctuations on Nasdaq.

Market

conditions may result in volatility in the level of, and fluctuations in, market prices of stocks generally and, in turn, our Common

Stock and sales of substantial amounts of our Common Stock in the market, in each case being unrelated or disproportionate to changes

in our operating performance. A weak global economy or other circumstances, such as changes in tariffs and trade, could also contribute

to extreme volatility of the markets, which may have an effect on the market price of our Common Stock.

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

FOR

IMMEDIATE RELEASE

Brand

Engagement Network Secures $1.05 Million Private

Placement

at Premium to Market

Returning

investors fund equity raise at $8.50 per share — more than 20% above the September 21 close

WILMINGTON,

Del., Sept. 22, 2026 /PRNewswire/ — Brand Engagement Network, Inc. (Nasdaq: BNAI) (“BEN” or the “Company”),

an enterprise AI software company, today announced that it has entered into a securities purchase agreement for a $1,051,025 private

placement of common stock priced at $8.50 per share. The purchase price represents more than a 20% premium to the Company’s September

21, 2026 closing price of $7.07.

The

placement was subscribed in equal parts by returning investor BEN Capital Fund I, LLC and Joseph Bevash. The Company will issue an aggregate

123,650 shares of common stock. An initial $150,025 (17,650 shares) was funded at closing, with the remaining $901,000 to be funded in

five equal monthly installments of $180,200 through February 5, 2027.

The

transaction includes 100% warrant coverage. For each share purchased, the investors receive a six-month warrant to purchase one additional

share at the same $8.50 exercise price. If the placement is funded in full, the warrants will cover up to 123,650 shares.

This transaction continues a clear 2026 trend of

BEN securing equity commitments from sophisticated investors at significant premiums to the prevailing market. Prior private placements

this year were priced at $63.25, $39.25, and $17.82, each above the then current closing price, including placements priced

20% over the close.

“This is another above-market commitment

from investors who already know the company — after Cataneo, after Accelevate, and while we continue to deploy enterprise AI,”

said Tyler Luck, Chief Executive Officer of Brand Engagement Network. “The people writing the checks are not trading the noise.

They are funding the plan.”

Transaction

Highlights

●

$1,051,025

aggregate commitment at $8.50 per share

●

than 20% premium to the September 21, 2026 close of $7.07

●

123,650

shares, split equally between BEN Capital Fund I, LLC and Joseph Bevash

●

$150,025

funded at initial closing; $901,000 to be funded over five months

●

1-for-1

six month warrants at the same $8.50 strike price

●

Continues

a consistent 2026 track record of premium-priced private placements

The

securities described in this release were offered and sold in private transactions pursuant to exemptions from the registration requirements

of the Securities Act of 1933, as amended. This press release does not constitute an offer to sell or the solicitation of an offer to

buy any securities.

About

Brand Engagement Network

Brand Engagement Network, Inc. (Nasdaq: BNAI) builds

secure, enterprise-grade artificial intelligence for the engagement layer of AI-where human intent is transformed into intelligent

interactions, automated workflows, and real-world outcomes. Powered by BEN’s proprietary Engagement Language Model (ELM), the technology

enables conversational AI interactions that connect human intent to organizational data, workflows, and real-world outcomes. BEN’s

AI operates within secure closed-loop environments using approved organizational data and built-in governance and compliance controls.

Trusted by organizations in regulated and high-impact industries, BEN helps bring AI into real operational settings where engagement

drives outcomes and accountability matters.

June 2026, BEN acquired Cataneo GmbH, which provides enterprise software for advertising sales, scheduling, traffic, content management,

monetization, analytics, CRM integration, and real-time reporting across linear, digital, and on-demand media.

For

more information, visit www.brandengagementnetwork.com

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding

the funding of remaining installments under the securities purchase agreement, issuance and exercise of warrants, use of proceeds,

commercial execution, integration of acquired businesses, and future capital formation. Forward-looking statements are based on

current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the Purchasers’

performance of remaining funding obligations, Nasdaq listing and market conditions, dilution from the issuance of shares and warrant

shares, the Company’s liquidity and going-concern considerations described in its SEC reports, integration of acquired businesses,

and other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual

Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statement

except as required by law.

Contacts

Investor

Relations

Brand

Engagement Network Inc.

legal@beninc.ai

www.beninc.ai

SOURCE

Brand Engagement Network, Inc.

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