Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed by Brand Engagement Network Inc., a Delaware corporation (the "Company") with the Securities and Exchange Commission on August 26, 2024, the Company entered into a Securities Purchase Agreement, dated August 26, 2024 ("Original Purchase Agreement"), for the issuance and sale to certain investors (the "Purchasers") of an aggregate of 1,185,000 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") at a price per share of $5.00, subject to customary adjustments, for an aggregate purchase price of $5,925,000.

On October 5, 2024, the Company and the Purchasers entered into an Amendment No. 1 to the Purchase Agreement (the "Amendment") to provide for certain additional restrictions with respect to the Company's issuance of shares of Common Stock under its Standby Equity Purchase Agreement, dated August 26, 2024, by and between the Company and YA II PN, Ltd (the "SEPA"). Subject to certain exceptions, prior to January 1, 2025, the Company has agreed not to issue shares under the SEPA at a price per share that is less than $5.00 per share.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K (this "Report") and is incorporated by reference herein.