Brand Engagement Network Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Other Events, Unregistered Sales of Equity Securities, Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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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) | |||