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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 10, 2025
Beneficient
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-41715 |
|
72-1573705 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
325 North St. Paul Street, Suite 4850
Dallas, Texas 75201
(Address of Principal Executive Offices, and Zip Code)
(214)
445-4700
Registrant’s
Telephone Number, Including Area Code
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| |
☐ |
Written
communication 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 |
| Shares
of Class A common stock, par value $0.001 per share |
|
BENF |
|
Nasdaq
Stock Market LLC |
| Warrants,
each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible
preferred stock, par value $0.001 per share |
|
BENFW |
|
Nasdaq
Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 3.03 Material Modification to Rights of Security Holders.
As
previously disclosed, at the special meeting of stockholders of Beneficient (the “Company”) held on December 1, 2025, the
Company obtained stockholder approval for a reverse stock split of the Company’s Class A common stock, par value $0.001 per share
(the “Class A Common Stock”), and Class B common stock, par value $0.001 per share (the “Class B Common Stock”
and together with the Class A Common Stock, the “Common Stock”) at a ratio in the range of any whole number between 1-for-5
and 1-for-100 (the “Reverse Stock Split”) and a simultaneous proportionate reduction in the authorized shares of each class
of Common Stock as required by Nevada Revised Statutes Section 78.207. The Board of Directors of the Company (the “Board”)
subsequently approved a Reverse Stock Split ratio of 1-for-8 to be effective December 15, 2025.
In
connection with the Reverse Stock Split, on December 10, 2025, the Company filed a Certificate of Change with the Secretary of State
of the State of Nevada to effect the Reverse Stock Split at a ratio of 1-for-8 and a simultaneous proportionate reduction in the authorized
shares of each class of Common Stock. The Reverse Stock Split is expected to become effective at 12:01 a.m. Eastern Time on December
15, 2025 (the “Effective Time”). At the Effective Time, every eight shares of the Company’s issued and outstanding
Common Stock will automatically convert into one share of Common Stock, without any change in the par value per share. In addition, as
a result of the Reverse Stock Split, the number of the Company’s authorized shares of Class A Common Stock and Class B Common Stock
will be proportionally reduced from 5,000,000,000 and 250,000, respectively, to 625,000,000 and 31,250, respectively. The Reverse Stock
Split will also effect a reduction in the number of shares issuable pursuant to the Company’s equity awards, warrants and convertible
preferred stock outstanding as of the Effective Time of the Reverse Stock Split, with a corresponding increase in the exercise or conversion
price per share.
It
is expected that the Class A Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market when the market opens
on December 15, 2025, under the existing trading symbol “BENF.” The new CUSIP number for the Class A Common Stock following
the Reverse Stock Split will be 08178Q507.
No
fractional shares will be issued as a result of the Reverse Stock Split. If a stockholder would otherwise become entitled to a fractional
share because the number of shares of Common Stock they hold before the Reverse Stock Split is not evenly divisible by the split ratio,
such stockholder will be entitled to receive an additional share of Common Stock in lieu of a fractional share.
The
foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the
Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
December 11, 2025, the Company issued a press release announcing an anticipated effective date of December 15, 2025 for the Reverse Stock
Split. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The
information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set
forth in such filing.
Item 9.01 Exhibits and Financial Statements.
(d)
Exhibits.
Exhibit
No. |
|
Description
of Exhibit |
| |
|
| 3.1 |
|
Certificate of Change to the Articles of Incorporation, filed December 10, 2025. |
| 99.1 |
|
Press Release of Beneficient issued December 11, 2025. |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL). |
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered
forward-looking statements, including without limitation statements regarding the effective date of the Reverse Stock Split and the trading
of the Class A Common Stock on a split-adjusted basis. These statements are based on management’s current assumptions and are neither
promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s
actual results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements. For other important factors that could cause actual results to differ materially from the
forward-looking statements in this Current Report on Form 8-K, please see the risks and uncertainties identified under the heading “Risk
Factors” in our Annual Report on Form 10-K for the year ended March 31, 2025, as updated by the Company’s Quarterly Report
on Form 10-Q for the quarters ended June 30, 2025 and September 30, 2025, each of which is available on the Company’s Investor
Relations website at www.trustben.com and on the Securities and Exchange Commission website at www.sec.gov. All forward-looking statements
reflect the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no
obligation to update forward-looking statements to reflect future events or circumstances. Capitalized terms shall have the meanings
ascribed to such terms in the Current Report on Form 8-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
BENEFICIENT
|
| |
|
| |
By: |
/s/
Gregory W. Ezell |
| |
Name: |
Gregory
W. Ezell |
| |
Title: |
Chief
Financial Officer |
| |
Dated: |
December
11, 2025 |
