Private Placement, Regulation FD Disclosure (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

During the second quarter of 2026, the Company issued shares of common stock in connection with equity issuances and warrant exercises in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Item 7.01. Regulation FD Disclosure.

On June 15, 2026, Brand Engagement Network Inc., a Delaware corporation (the "Company"), announced its selection for membership in the Russell 3000® and the Russell 2000® Index as part of the annual reconstitution of the Russell U.S. Indexes. The additions became effective after the market close on June 26, 2026, with trading in the reconstituted indexes commencing on June 29, 2026.

Membership in the Russell 3000® Index, which captures approximately 98% of the investable U.S. equity market, results in inclusion in the small-cap Russell 2000® Index as well as the corresponding style indexes. Approximately $12 trillion in assets are benchmarked to Russell U.S. Indexes.

Additionally, the Company is providing an update on capital activity during the second quarter of 2026. As of the close of business on Friday, June 26, 2026, the Company had received aggregate gross proceeds of approximately $7,363,098 from equity issuances and warrant exercises, including:

These proceeds, along with a reduction in liabilities including the debt conversion of approximately $376,098, have strengthened the Company's balance sheet.

Forward-Looking Statements

Certain disclosures in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Company's business outlook, industry, business strategy, plans, goals and expectations concerning the Company's market position, future operations, margins, profitability, future efficiencies, capital expenditures, liquidity and capital resources and other financial and operating information. When used in this discussion, the words "anticipate," "assume," "believe," "budget," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "future" and the negative of these or similar terms and phrases are intended to identify forward-looking statements in this report. Forward-looking statements reflect the Company's current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company can give you no assurance these expectations will prove to have been correct. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from the Company's expectations due to a variety of known and unknown risks, uncertainties and other factors. Additional information concerning these and other factors can be found under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC and in the Company's Quarterly Reports on Form 10-Q. Any one of these factors or a combination of these factors could materially affect the Company's financial condition or future results of operations and could influence whether any forward-looking statements contained in this report ultimately prove to be accurate. The Company's forward-looking statements are not guarantees of future performance, and you should not place undue reliance on them. All forward-looking statements speak only as of the date made and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.