8-K
Brand Engagement Network Inc. (BNAI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): December 22, 2025
BrandEngagement Network, Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-40130 | 88-1270880 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | Commission<br><br> <br>File Number: | IRS Employer<br><br> <br>Identification No.: |
300 Delaware Ave
Suite 210
Wilmington, DE 19801
[Registrant
Address]
307-757-3650
[Registrant
Telephone Number]
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<br>under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17<br>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<br> Stock | BNAI | Nasdaq |
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 ☒
If 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
On December 20, 2025, Brand Engagement Network, Inc. (the “Company”) entered into separate conversion agreements with several long-term investors, pursuant to which the investors converted an aggregate of $1,250.004 in outstanding debt and other liabilities into equity at a conversion price of $2.10 per share. The conversions included $899,934 in loans and $350,070 in short-term liabilities, fully satisfying the related principal, accrued interest, and fees.
The specific conversions were as follows:
| ● | BEN<br> Capital Fund I, LLC converted $279,384 of debt into 133,040 shares of common stock and received<br> 133,040 warrants to purchase common stock at $2.10 per share, expiring in 90 days. |
|---|---|
| ● | L5<br> LLC (or its assignee) converted $350,070 of short-term liabilities into 166,700 shares of<br> common stock. |
| ● | Joseph<br> Bevash converted $275,100 of debt into 131,000 shares of common stock and received 131,000<br> warrants to purchase common stock at $2.10 per share, expiring in 90 days. |
| ● | Michael<br> Reinberger converted $150,150 of debt into 71,500 shares of common stock and received 71,500<br> warrants to purchase common stock at $2.10 per share, expiring in 90 days. |
| ● | Joseph<br> Cohen Trust dated 4/17/2009 converted $110,250 of debt into 52,500 shares of common stock<br> and received 52,500 warrants to purchase common stock at $2.10 per share, expiring in 90<br> days. |
| ● | Scott<br> Wheeler converted $85,050 of debt into 40,500 shares of common stock and received 40,500<br> warrants to purchase common stock at $2.10 per share, expiring in 90 days. |
The issuances were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. The forms of the conversion agreements and warrant agreements are filed as Exhibits 10.1 through 10.6 to this Current Report on Form 8-K (note: in a real filing, attach the actual agreements; this draft assumes they would be filed separately for each party).
Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the debt conversions described above, the Company extinguished $1,250,004 of outstanding indebtedness and liabilities.
Item3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of common stock and warrants issued in connection with the debt conversions were issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item7.01 Regulation FD Disclosure
On December 22, 2025, the Company issued a press release announcing the debt conversions and related liability reductions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item8.01 Other Events
In addition to the debt conversions described above, the Company previously announced on December 18, 2025, the conversion of $504,684 into equity at a conversion price of $2.10 per share. This was in addition to other negotiated settlements and payments with third-party counterparties, including a reduction of accounts payable of $250,010 and the complete satisfaction of vendor-related obligations exceeding $487,306. Collectively, these actions bring the Company’s total reduction in outstanding liabilities for Q4 2025 to $2,492,004.
Item9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated December 22, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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:<br>December 22, 2025 | By: | /s/ Tyler J. Luck |
| Name: | Tyler<br> J. Luck | |
| Title: | Acting<br> Chief Executive Officer |
Exhibit99.1
BEN(Nasdaq: BNAI) Reduces Q4 2025 Liabilities by Approximately $2.5 Million Through Debt Conversions
FORIMMEDIATE RELEASE
WILMINGTON,Del. — December 22, 2025 — Brand Engagement Network, Inc. (Nasdaq: BNAI) (“BEN” or the “Company”), a developer of secure and governed multimodal artificial intelligence solutions for regulated industries, today announced that it reduced outstanding liabilities by approximately $2.5 million during the fourth quarter of 2025 through a series of debt-to-equity conversions, negotiated settlements, and payments.
On December 20, 2025, several long-term investors entered into conversion agreements with the Company, converting an aggregate of $1,250,004 of debt and other liabilities into equity at a conversion price of $2.10 per share. The conversions included $899,934 in loans and $350,070 in short-term liabilities.
As previously announced on December 18, 2025, the Company completed the conversion of $504,684 of affiliate debt into equity at a conversion price of $2.10 per share.
In addition to these debt-to-equity conversions, the Company executed other liability-reduction initiatives during the quarter, including a $250,010 reduction in accounts payable and the satisfaction of vendor-related obligations totaling approximately $487,306.
Collectively, these actions reduced the Company’s outstanding liabilities by approximately $2,492,004 during the fourth quarter of 2025. The Company believes these actions further strengthen its capital structure and support long-term operational and strategic flexibility.
Additional information regarding these transactions is included in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
AboutBrand Engagement Network, Inc.
**** Brand Engagement Network, Inc. (BEN) (Nasdaq: BNAI) develops secure, governed multimodal artificial intelligence solutions designed for regulated industries. The Company’s technology enables intelligent, compliant engagement across conversational AI, voice, avatar, and digital interfaces, supporting enterprise requirements for trust, governance, and scalability. Visit www.brandengagementnetwork.com**.**
MediaContact
Amy Rouyer
amy@beninc.ai
InvestorRelations Contact
investors@beninc.ai
Forward-Looking Statements
Certain statements in this communication constitute “forward-looking statements” within the meaning of the federal securities laws, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations, assumptions, and beliefs regarding future events and are subject to risks, uncertainties, and changes in circumstances that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to, those described in Part I, Item 1A (Risk Factors) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in other filings made by the Company with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update them except as required by law.