Exhibit 10.1
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) | |||
Exhibit 10.1
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
BEN (Nasdaq: BNAI) Strengthens Balance Sheet with Over $1.24 Million in Liability Reductions
Including Conversion of $504,684 in affiliate debt at $2.10 Per Share
WILMINGTON, Del. — December 18, 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 actions that strengthened its balance sheet through the conversion of debt into equity and the reduction of outstanding liabilities.
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.
Additionally, the Company has reduced outstanding liabilities through negotiated settlements and payments with third-party counterparties, including more than $250,010 reduction in accounts payable and the complete satisfaction of a vendor-related obligations exceeding $487,306. Collectively, these actions have reduced the Company’s outstanding liabilities by more than $1,242,000, significantly improving the Company’s balance sheet and financial flexibility.
Additional information regarding these transactions is included in a Current Report on Form 8-K filed with the Securities and Exchange Commission.
About Brand Engagement Network, Inc.
Brand Engagement Network, Inc. (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, and digital interfaces.
Forward-Looking Statements: Certain statements in this communication are “forward-looking statements” within the meaning of federal securities laws. They are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, BEN’s current expectations, assumptions, plans, strategies, and anticipated results. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. There are a number of risks, uncertainties and conditions that may cause BEN’s actual results to differ materially from those expressed or implied by these forward-looking statements, including but not limited to the risk factors described in Part I, Item 1A of Risk Factors in BEN’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 BEN’s other filings with the Securities and Exchange Commission (the “SEC”). These forward-looking statements may include words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “project,” “should,” “may,” “will,” “might,” “could,” “would,” or similar expressions.
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