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 Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 2025
Brand Engagement Network Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40130 | 98-1574798 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> Identification<br> No.) |
| 300 Delaware Ave<br><br> <br>Suite 210<br><br> <br>Wilmington, DE | 19801 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (650) 714-2747
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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:
| Titleof each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | BNAI | The<br> Nasdaq Stock Market LLC |
| Redeemable<br> Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | BNAIW | The<br> 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 ☒
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 2.02 | Results of Operations and Financial Condition |
|---|
On October 14, 2025, Brand Engagement Network Inc., a Delaware corporation (the “Company”) issued a press release announcing its financial results for the quarter and year ended June 30, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report on Form 8-K, including exhibit 99.1 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities 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 in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d)Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release of Brand Engagement Network Inc., issued October 14, 2025 (furnished pursuant to Item 2.02). |
| 99.2 | Prepared Remarks for the Second Quarter ending June 30, 2025 Earnings Call, dated October 14, 2025 |
| 104 | Cover<br> 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 thereunto duly authorized.
| Brand Engagement Network Inc. | ||
|---|---|---|
| Dated:<br> October 14, 2025 | By: | /s/ Walid Khiari |
| Name: | Walid<br> Khiari | |
| Title: | Chief<br> Financial Officer |
Forward-LookingStatements
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 reflect, among other things, the Company’s current expectations, assumptions, plans, strategies, and anticipated results. 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. There are a number of risks, uncertainties and conditions that may cause the Company’s actual results to differ materially from those expressed or implied by these forward-looking statements, including the risk factors described in Part I, Item 1A of Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the other risk factors identified from time to time in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). Filings with the SEC are available on the SEC’s website at http://www.sec.gov. Many of these circumstances are beyond the Company’s ability to control or predict. These forward-looking statements necessarily involve assumptions on the Company’s part. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the information currently available to the Company and speak only as of the date they are made. The Company disclaims any intention or obligation to update or revise publicly any forward-looking statements.
Exhibit99.1
FORIMMEDIATE RELEASE
Brand Engagement Network Reports Second Quarter 2025 Results
WILMINGTON, Del., October 14, 2025 (PRNewswire)— Brand Engagement Network Inc. (Nasdaq: BNAI) (“BEN” or the “Company”) recorded the financial results for the second quarter ended June 30, 2025.
Strategic Achievements
“We believe this quarter underscored the discipline and focus we’ve applied to strengthen our foundation,” said Tyler Luck, Acting CEO and Co-Founder of BEN. “Through cost reductions and decisive management actions, we are positioning the company for sustainable, long-term growth. Our Innovation Lab in Seoul, Korea, continues to drive advanced product innovation, playing a critical role in shaping our global success in conversational AI.”
“Our Q2 results demonstrate significant progress in stabilizing operations and strengthening our financial position,” said Walid Khiari, Chief Financial Officer and Chief Operating Officer. “By reducing expenses by over 55%, we’ve gained greater flexibility to execute our strategy and accelerate growth initiatives in regulated industries.”
Financial Highlights
| ● | Revenue:<br> $5,000 in Q2 2025, compared to none in Q2 2024, reflecting<br> early traction in our conversation AI solutions. |
|---|---|
| ● | Operating<br> expenses: Decreased by 55.6% to $2.8<br> million, down from $6.3 million in Q2 2024, driven by streamlined operations and strategic cost optimization. |
| ● | Other<br> income: $3.7 million, primarily from a $4.0 million<br> gain on debt extinguishment, partially offset by changes in warrant fair value. |
| ● | Net<br> income: Net income of $0.9 million in Q2 2025, compared to a net loss of $3.0 million in Q2 2024. |
| ● | Stockholders’<br> equity: Increased 126% to $5.9 million from $2.6 million at year-end 2024, reflecting improved financial health. |
A detailed summary of BEN’s recorded financial results is included in the Company’s Form 10-Q for the quarter ended June 30, 2025, filed with the SEC.
Webcast and Conference Call Information
BEN will host a conference call to discuss its results at 1:30 p.m. PT / 4:30 p.m. ET on Tuesday, October 14, 2025.
Dial-in details:
| ● | North<br> America Toll-Free: 1-888-880-3330 |
|---|---|
| ● | Local/International:<br> 1-646-357-8766 |
| ● | Conference<br> ID: 8048832 |
| ● | Webcast<br> (public): https://app.webinar.net/pNeyl4BQPw2 |
Following the call, transcripts of the conference call will be posted to BEN’s investor relations website.
2025 Annual Meeting of Shareholders
BEN’s 2025 Annual Meeting is scheduled for November 26, 2025, with a record date for determining shareholders of record, at the close of business on November 3, 2025. Shareholder proposals for inclusion in the proxy statement must be received by October 20, 2025, at 300 Delaware Avenue, Suite 210, Wilmington, DE 19801, Attention: Legal Department – Shareholder Mail, with a copy to legal @beninc.ai. Proposals must comply with SEC Rule 14a-8 and Ben’s bylaws. For nominations or other matters not included in the proxy statement, notice must also be received by October 20, 2025, per the Company’s bylaws. See our investor relations website for details. The time and location of the 2025 Annual Meeting will be as set forth in the Company’s definitive proxy statement for the 2025 Annual Meeting to be filed with the Securities and Exchange Commission. In addition, we may omit any proposal from our proxy materials that does not comply with Securities and Exchange Commission rules.
About Brand Engagement Network, Inc. (BEN)
Brand Engagement Network, Inc. (BEN) (Nasdaq: BNAI) develops conversational AI agents built for regulated and customer-centric industries. Its proprietary Engagement Language Model (ELM™) with retrieval-augmented generation enables enterprises to deploy multimodal, compliance-first AI across chat, voice, avatar, and digital channels. With 21 issued patents, a growing IP portfolio, and early adoption across life sciences, healthcare, insurance, financial services, hospitality, retail, and automotive, BEN is positioned at the intersection of enterprise AI adoption and rising regulatory demand.
For more information, visit www.beninc.ai
Forward-Looking Statements
This press release contains forward-looking statements regarding our future business plans and expectations which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including: the impact of macroeconomic conditions on our business and financial results, including as a result of geopolitical events; our ability to retain or increase customers, users and engagement levels; our dependency on data signals and mobile operating systems, networks, and standards that we do not control; changes to the content or application of third-party policies that impact our practices; risks associated with new products and changes to existing products as well as other new business initiatives, including our artificial intelligence initiatives and pilot efforts; our emphasis on growth and engagement and the user experience over short-term financial results; maintaining and enhancing our brand and reputation; our ongoing privacy, safety, security, and content; competition; risks associated with government actions that could restrict access to our products or impair our ability to license our products in certain countries; litigation and government inquiries; privacy, legislative, and regulatory concerns or developments; risks associated with acquisitions; security breaches; our ability to manage our scale and geographically-dispersed operations; and market conditions or other factors affecting our operations.
These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in BEN’s Securities and Exchange Commission (“SEC”) filings, including its most recent annual report on Form 10-K and quarterly report on Form 10-Q under the caption “Risk Factors”, which are available on our Investor Relations website (investor.beninc.ai) and the SEC website (www.sec.gov). Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. In addition, please note that the date of this press release is October 14, 2025, and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events.
Investors Contact
Brand Engagement Network Inc.
Email: investors@beninc.ai
Media Contact
Amy Rouyer
Brand Engagement Network, Inc.
Email: amy@beninc.ai
Exhibit99.2
BrandEngagement Network, Inc. (BEN) Q2 2025 Earnings Call Transcript for Tuesday, October 14, 2025
Participants · Operator · Tyler Luck — Acting CEO & Co-Founder of BEN · Walid Khiari — Chief Financial Officer and Chief Operating Officer of BEN
1.Opening Script
Operator: Good afternoon, and welcome to the Brand Engagement Network’s second-quarter 2025 earnings conference call. Today’s call is being recorded.
At this time, all participants are in a listen-only mode. After management’s prepared remarks, we will open the call for a question-and-answer session.
Before we begin, please note that during this call, our speakers may make forward-looking statements regarding future results and performance. Please refer to the cautionary language included in BEN’s filings with the Securities and Exchange Commission, included in their Form 10-K and 10-Q, for additional information concerning factors that could cause actual results to differ materially from these forward-looking statements.
I would now like to turn the call over to Tyler Luck, Acting CEO and Co-Founder of Brand Engagement Network. Tyler, please go ahead.
TylerLuck — Acting CEO & Co-Founder:
Thank you, operator, and thank you all for joining us today.
I want to begin by addressing the timing of this report. While our Q2 10-Q filing was delayed, I want to be clear — this was not the result of negative financial performance. Instead, the delay reflected deliberate decisions to strengthen the company’s foundation. · First, we focused on reducing ongoing expenses by negotiating with prior and existing vendors to ensure we operate with greater financial discipline. · Second, we made positive management changes — including re-engagement with our trusted outside accounting firm that supported us from 2021 to 2024, while continuing with our independent audit firm.
These steps required time but were taken to build confidence in our financial processes.
I’ve been with this company since day one. I know our technology, our customers, and our mission. And I can tell you that the entrepreneurial spirit at BEN is alive and strong. Capital has always been a precious commodity, and we are treating it with the discipline and creativity that investors expect.
I also want to highlight our team in Seoul, Korea. Today, our Korean Innovation Lab is home to more than 30 employees, and I am incredibly proud of the work they are doing to drive product innovation and client success. This team embodies the energy, expertise, and commitment that define BEN globally.
In addition to these foundational efforts, I’m pleased to share some key milestones that underscore our progress in building partnerships and expanding our AI solutions. For instance, we entered a global partnership with Swiss Life, a process that began before our merger in March 2024. The announcement in April 2025 marked an important milestone, and as Acting CEO, I had the opportunity to attend their global conference in London a few weeks ago. It was encouraging to see firsthand the positive feedback from attendees around the world, and we are focused on supporting their partners globally to benefit from the efficiencies of our conversational AI.
We’ve also made strategic inroads in emerging markets, such as our entry into Mexico with a partner just over a year ago. This decision aligns well with markets that prioritize data sovereignty, allowing us to test and refine our products while positioning us for potential expansion and execution on our current pipeline.
In the pharmacy sector, our launch at a conference in Boston a year ago provided valuable market feedback on our AI solutions. We are pleased with the results so far, though as with any innovation in regulated industries, reviews take time as Corporations are rightfully cautious of this new era. These steps are setting a solid foundation for future developments.
Looking at verticals like automotive, we see opportunities where AI can help build trusted consumer engagement—a longstanding challenge in the industry. The integrations we’ve completed to date position us well for initiatives we’re planning in the coming quarters.
Finally, with AI top of mind for many enterprises, it’s important to note that brands in regulated sectors approach new technologies with caution to avoid risks from inaccurate engagements. This is where BEN’s emphasis on trusted data shines: by focusing on brand-specific data sovereignty rather than broad web data, we enable authentic and reliable consumer interactions. These efforts reflect our commitment to delivering solutions that meet enterprise needs.
Looking ahead, we’ve already scheduled our next earnings call on November 4, 2025, and our annual shareholder meeting on November 26, 2025. We see this as the start of a new chapter for BEN — one built on transparency, accountability, and growth.
With that, let me turn the call over to our CFO and COO, Walid Khiari, who will walk you through our financial performance.
WalidKhiari — Chief Financial Officer & Chief Operating Officer:
Thank you, Tyler, and good afternoon, everyone.
Our Q2 results demonstrate significant progress in stabilizing operations and strengthening our financial position. By reducing expenses by over 55%, we’ve gained greater flexibility to execute our strategy and accelerate growth initiatives in regulated industries. Looking ahead, we are shifting our focus toward driving revenue growth, supported by a stronger foundation and the operational capacity to launch new customers more rapidly across our target verticals.
FinancialHighlights · Revenue: $5,000 in Q2 2025, compared to none in Q2 2024, reflecting early traction in our conversation AI solutions. · Operating expenses: Decreased by 55.6% to $2.8 million, down from $6.3 million in Q2 2024, driven by streamlined operations and strategic cost optimization. · Other income: $3.7 million, primarily from a $4.0 million gain on debt extinguishment, partially offset by changes in warrant fair value. · Net income: Net income of $0.9 million in Q2 2025, compared to a net loss of $3.0 million in Q2 2024. · Stockholders’ equity: Increased 126% to $5.9 million from $2.6 million at year-end 2024, reflecting improved financial health.
A detailed summary of BEN’s recorded financial results is included in the Company’s Form 10-Q for the quarter ended June 30, 2025, filed with the SEC.
With that, I’ll hand it back to the operator to begin our Q&A session.
Operator: Thank you, Walid. We will now begin the question-and-answer session. [Operator to give instructions.]
[After Q&A conclusion]
Operator: That concludes the Q&A session. I will now turn the call back over to Tyler Luck for closing remarks.
TylerLuck — Acting CEO & Co-Founder (Closing): Thank you, operator.
To close, I want to emphasize once again that BEN is regaining its entrepreneurial momentum. We are disciplined, focused, and committed to creating value for our shareholders through strategic partnerships, market expansions, and innovative AI solutions.
We look forward to updating you again on our upcoming November 4th earnings call for Q3 results, and we invite you to join us at our annual shareholders meeting scheduled for November 26, 2025.
Thank you for your time and continued support.
Operator: Thank you. That wraps up today’s call. Transcripts of this conference call will be posted on BEN’s Investor Relations website. We appreciate your interest in the Brand Engagement Network.