Brand Engagement Network Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On October 30, 2025, Brand Engagement Network, Inc. (the “Company” or “BEN”) entered into a Reseller Agreement and Shareholder Agreement, with SKYE Inteligencia LATAM, S.A.P.I. de C.V. (“SKYE LATAM”), to commercialize BEN’s AI technology across Latin America and Spain. The agreements were fully executed by all the parties on or before November 6, 2025. [1]
Under the Shareholder Agreement:
| ● | SKYE LATAM issued to BEN a $5,000,000 preferred capital contribution, recognized as a intellectual property licensing revenue under U.S. GAAP. | |
| ● | BEN received 25% of SKYE LATAM’s common stock. | |
| ● | BEN was granted one seat on SKYE LATAM’s five-member board of directors. | |
| ● | BEN has pre-emptive rights, tag-along rights, drag-along rights, and information inspection rights. | |
| ● | Dividends, capital increases, and share issuances are restricted until the $5,000,000 preferred contribution is fully paid or capitalized. | |
| ● | Any breach triggers nullity, joint liability, share forfeiture, or damages at BEN’s discretion. |
Under the Reseller Agreement:
| ● | SKYE LATAM was appointed as the exclusive reseller of BEN’s AI solutions (including ELM™ and RAG) in the government sector across Latin America and Spain. | |
| ● | SKYE LATAM has non-exclusive rights in all other industry verticals. | |
| ● | BEN is entitled to 35% of gross revenues from software, Saas, Services, and subscription, across all industries in the territory. | |
| ● | Includes standard non-compete provisions and a right of first refusal on any sale of SKYE LATAM’s controlling interest or substantial assets. | |
| ● | The prior reseller agreement with Vybroo (disclosed March 19, 2025) will be assigned to SKY LATAM as part of the consideration. |
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the redacted agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference. Certain portions of the agreements have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
Exhibit 10.1 (Reseller Agreement) is filed with full signatures.
Exhibit 10.2 (Shareholders Agreement) is filed with signature lines blanked for privacy. The fully executed version, including all signatures, is retained by the Company and available upon request.
[1] Certain signature pages reflect dates in DD-MM-YY format as used in Mexico (e.g., “5-11-25” = November 5, 2025; “6-11-25” = November 6, 2025). All signatures were received on or before November 6, 2025.
Item 8.01 Other Events.
On November 10, 2025, the Company issued a press release announcing the transactions described in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1† | Redacted Shareholder Agreement, effective October 30, 2025 | |
| 10.2† | Redacted Reseller Agreement, effective October 30, 2025 | |
| 99.1 | Press Release, dated November 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions are both not material and are the type of information that the registrant treats as private or confidential. The registrant agrees to supplementally furnish an unredacted copy of this exhibit to the SEC upon its request.
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: November 10, 2025
| By: | /s/ Tyler Luck | |
| Tyler Luck | ||
| Acting Chief Executive Officer |