BEN (Nasdaq: BNAI) Reduces Q4 2025 Liabilities by Approximately $2.5 Million Through Debt Conversions

Brand Engagement Network (Nasdaq: BNAI) reduced outstanding liabilities by approximately $2,492,004 in Q4 2025 through debt-to-equity conversions, negotiated settlements, and payments.

Rhea-AI Summary

Brand Engagement Network (Nasdaq: BNAI) reduced outstanding liabilities by approximately $2,492,004 in Q4 2025 through debt-to-equity conversions, negotiated settlements, and payments.

On Dec 20, 2025, investors converted an aggregate of $1,250,004 (including $899,934 in loans and $350,070 in short-term liabilities) into equity at $2.10 per share. An earlier $504,684 affiliate debt conversion at $2.10 was completed on Dec 18, 2025. Additional actions included a $250,010 accounts payable reduction and satisfaction of $487,306 in vendor obligations. The company filed a Form 8-K with the SEC for more details.

Positive

• Outstanding liabilities reduced by $2,492,004 in Q4 2025
• Investors converted $1,250,004 of debt into equity at $2.10
• Affiliate debt conversion of $504,684 completed on Dec 18, 2025
• Accounts payable reduced by $250,010
• Vendor obligations satisfied totaling $487,306

Negative

• Debt-to-equity conversions issued equity at $2.10 per share (share issuance)

Argus Dec 22 session

-8.67% close to close Open Argus

Details

News Market Reaction – BNAI

In the Dec 22 session, BNAI declined 8.67%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -8.7% in the session following this news. A negative reaction despite the liability ...

Analysis

The stock moved -8.7% in the session following this news. A negative reaction despite the liability reduction could fit a pattern where structural or liquidity concerns overshadow positive steps. The company cited Q4 2025 liability cuts of $2,492,004, building on earlier reductions above $1.24 million. However, recent filings also note continued losses and substantial doubt about going‑concern status. Past news has usually aligned positively with price moves, so a sharp decline might reflect market focus on overall risk rather than this specific improvement.

Key Figures

Total Q4 2025 liability reduction: $2,492,004 New conversion agreements: $1,250,004 Loans converted: $899,934 +5 more

Total Q4 2025 liability reduction

$2,492,004

Combined debt conversions, settlements, and payments in Q4 2025

New conversion agreements

$1,250,004

Debt and other liabilities converted to equity on Dec 20, 2025

Loans converted

$899,934

Portion of loans included in Dec 20, 2025 conversions

Short-term liabilities converted

$350,070

Portion of short-term liabilities converted to equity on Dec 20, 2025

Affiliate debt conversion

$504,684

Previously completed conversion at $2.10 per share on Dec 18, 2025

Conversion price

$2.10 per share

Price used for Dec 18 and Dec 20, 2025 debt-to-equity conversions

Accounts payable reduction

$250,010

Reduction in accounts payable during Q4 2025

Vendor obligations satisfied

$487,306

Vendor-related obligations satisfied during Q4 2025

Historical Context

5 past events · Latest: Dec 18

5 events

1. Dec 18

   Liability reduction

   24h Move

   +12.4%

   Debt-to-equity conversion and settlements cutting liabilities by over $1.24M.

2. Dec 11

   AI partnership

   24h Move

   -3.7%

   Formation of Skye Salud sovereign AI healthcare platform in Mexico.

3. Dec 08

   Platform launch plan

   24h Move

   +7.5%

   Announcement of Skye Salud entity and Q1 2026 launch expectations.

4. Dec 02

   Reverse stock split

   24h Move

   -10.7%

   1-for-10 reverse split to consolidate shares and maintain listing.

5. Nov 10

   Licensing deal

   24h Move

   +28.4%

   $5M exclusive AI licensing partnership in Latin America and Spain.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

debt-to-equity conversions, conversion agreements, accounts payable, Form 8-K

4 terms

debt-to-equity conversions financial

"through a series of debt-to-equity conversions, negotiated settlements, and payments."

Converting outstanding loans or bonds into company shares so creditors stop being owed cash and become owners instead. This reduces the company’s debt and interest costs—improving its financial stability—but increases the total shares outstanding and can dilute existing owners’ stakes and change control or future per-share earnings, so investors treat these swaps like a lender taking a piece of a house instead of monthly mortgage payments.

conversion agreements financial

"several long-term investors entered into conversion agreements with the Company"

A conversion agreement is a contract that lets one form of investment — such as a loan, preferred shares or warrants — be changed into another, most often common stock, under set conditions like a price or date. For investors it matters because conversion changes who owns what and how much — similar to exchanging a coupon for a product — which can lower a company’s debt, increase the number of shares (dilution), shift control and alter future returns and valuation.

accounts payable financial

"including a $250,010 reduction in accounts payable and the satisfaction"

Accounts payable are the short-term bills a company owes to suppliers or service providers for goods and services it has already received but not yet paid for — like a stack of IOUs from the business to its vendors. Investors watch accounts payable because rising or falling balances affect a company’s cash on hand and short-term financial health, signaling how well it can cover obligations, manage cash flow, and fund operations without borrowing.

Form 8-K regulatory

"included in a Current Report on Form 8-K filed with the U.S. Securities"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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WILMINGTON, Del., Dec. 22, 2025 /PRNewswire/ -- 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.

About Brand 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.

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.

 

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SOURCE Brand Engagement Network, Inc. (BEN)

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did BNAI reduce liabilities in Q4 2025?

BNAI reduced outstanding liabilities by approximately $2,492,004 during Q4 2025.

What debt conversions did BNAI complete on Dec 20, 2025?

On Dec 20, 2025 investors converted $1,250,004 of debt and liabilities into equity at $2.10 per share.

What affiliate debt conversion did BNAI announce in December 2025?

On Dec 18, 2025 the company completed conversion of $504,684 of affiliate debt into equity at $2.10 per share.

How much did BNAI reduce accounts payable and vendor obligations in Q4 2025?

The company reduced accounts payable by $250,010 and satisfied vendor obligations totaling about $487,306.

Where can investors find more details about BNAI's liability conversions?

Additional transaction details are included in a Form 8-K filed with the SEC.