Brand Engagement Network, Inc. announced that it has entered into a Securities Purchase Agreement with the purchaser, pursuant to which the Company will issue and sell to the Purchaser an aggregate of 120,000 shares of common stock of the Company, par value $0.0001 per share at a price per share of $2.50 and an aggregate of 240,000 warrants to purchase Common Stock, which shall be divided into two tranches consisting of 120,000 Warrants immediately exercisable for a term of one year and 120,000 Warrants immediately exercisable for a term of five years each with an exercise price of $2.50 per share, subject to customary adjustments, for an aggregate gross proceeds of $300,000 on July 1, 2024. The Warrants are currently exercisable for 240,000 Warrant Shares. The Securities were offered and sold in reliance on the exemption from registration under the Securities Act of 1933, as amended provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act.