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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 22, 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 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
Capital Fund I, LLC converted $279,384 of debt into 133,040 shares of common stock and received
133,040 warrants to purchase common stock at $2.10 per share, expiring in 90 days. |
| ● | L5
LLC (or its assignee) converted $350,070 of short-term liabilities into 166,700 shares of
common stock. |
| ● | Joseph
Bevash converted $275,100 of debt into 131,000 shares of common stock and received 131,000
warrants to purchase common stock at $2.10 per share, expiring in 90 days. |
| ● | Michael
Reinberger converted $150,150 of debt into 71,500 shares of common stock and received 71,500
warrants to purchase common stock at $2.10 per share, expiring in 90 days. |
| ● | Joseph
Cohen Trust dated 4/17/2009 converted $110,250 of debt into 52,500 shares of common stock
and received 52,500 warrants to purchase common stock at $2.10 per share, expiring in 90
days. |
| ● | Scott
Wheeler converted $85,050 of debt into 40,500 shares of common stock and received 40,500
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).
Item
2.03 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.
Item
3.02 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.
Item
7.01 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.
Item
8.01 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.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated December 22, 2025 |
| 104 |
|
Cover
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:
December 22, 2025 |
By: | /s/
Tyler J. Luck |
| |
Name: | Tyler
J. Luck |
| |
Title: | Acting
Chief Executive Officer |
