Brand Engagement Network (Nasdaq: BNAI) Trims Over $1.24M in Liabilities

Rhea-AI Filing Summary

Brand Engagement Network, Inc. reported that BEN Capital Fund One LLC converted $504,684 of matured debt into common stock at a conversion price of $2.10 per share, fully satisfying the related principal, accrued interest, and loan fees. The equity issuance was conducted as an unregistered private transaction relying on Section 4(a)(2) of the Securities Act and/or Regulation D.

Through this conversion, the company extinguished more than $500,000 of indebtedness owed to BEN Capital Fund 1 LLC. In addition, it previously reduced outstanding liabilities via settlements and payments with third parties, including a $250,010 reduction in accounts payable and satisfaction of vendor-related obligations exceeding $487,452. Taken together, these steps reduced outstanding liabilities by more than $1.24 million, easing the company’s debt and vendor burden.

Positive

• Reduced outstanding liabilities by more than $1.24 million through debt conversion and settlements, easing leverage and liquidity pressure.
• Extinguished over $500,000 of matured debt to BEN Capital Fund 1 LLC by converting obligations into equity rather than requiring cash repayment.

Negative

• None.

Insights

Credit and capital structure analyst

Brand Engagement Network converts debt to equity and trims over $1.24M in liabilities.

Brand Engagement Network, Inc. arranged for BEN Capital Fund One LLC to convert $504,684 of matured promissory note obligations into common stock at $2.10 per share. This transaction fully satisfies the principal, accrued interest, and loan fees on notes that had matured through December 31, 2025, replacing a cash repayment requirement with equity.

Alongside this conversion, the company reports negotiated reductions in other obligations, including a $250,010 cut in accounts payable and satisfaction of vendor-related obligations exceeding $487,452. In aggregate, management states that these actions have reduced outstanding liabilities by more than $1.24 million, which directly improves leverage metrics and near-term liquidity pressure, especially important for an emerging growth company.

The equity was issued in a private, unregistered offering under Section 4(a)(2) and/or Regulation D, so it does not involve a public cash raise but does shift value from creditors and vendors to shareholders via additional common stock. Future disclosures in periodic reports can provide more context on how this liability reduction affects interest expense, covenant headroom, and the company’s ability to fund operations.

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

Date of Report (Date of earliest event reported): December 18, 2025

Brand Engagement Network, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40130		88-1270880
(State or other jurisdiction of incorporation)		Commission File Number:		IRS Employer 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 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 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 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 17, 2025, BEN Capital Fund One LLC, a long-term investor of the Company, converted $504,684 of matured debt into equity at a conversion price of $2.10 per share, fully satisfying the related principal, accrued interest, and loan fees.

The converted indebtedness consisted of principal, accrued interest, and loan fees related to certain promissory notes that had matured through December 31, 2025. In exchange for the conversion, the Company issued shares of its common stock at a conversion price of $2.10 per share. The issuance of shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder.

Item 2.03 Creation or Extinguishment of a Direct Financial Obligation

As a result of the debt conversion described above, the Company extinguished more than $500,000 of outstanding indebtedness owed to BEN Capital Fund 1 LLC and satisfied in full its loan obligations for notes that had matured through December 31, 2025.

Item 8.01 Other Events

In addition to the debt conversion described above, the Company previously reduced outstanding liabilities through negotiated settlements and payments with third-party counterparties, including a $250,010 reduction in accounts payable and the satisfaction of vendor-related obligations exceeding $487,452. When combined with the debt conversion, these actions reduced the Company’s outstanding liabilities by more than $1.24 million.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 is incorporated herein by reference. The shares of common stock issued in connection with the debt conversion were issued in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Press Release dated December 18, 2025 (furnished herewith).

Exhibit 10.1	Debt Conversion Agreement between Brand Engagement Network, Inc. and BEN Capital Fund 1 LLC (to be filed).
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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:	December 18, 2025	By:	/s/ Tyler Luck
			Acting Chief Executive Officer (or appropriate signing officer)