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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): June 30, 2026
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 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As
previously disclosed, on June 27, 2023, Beneficient, a Nevada corporation (the “Company”), entered into a Standby Equity
Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), whereby the Company had the right, but not
the obligation, to sell to Yorkville up to $250.0 million of Class A common stock, par value $0.001 per share (the “Class A common
stock”), at the Company’s request any time during the commitment period commencing on June 27, 2023 and terminating on the
36-month anniversary of such date.
On
June 26, 2026, the Company entered into an amended and restated SEPA (such agreement, the “A&R SEPA”), to (i) provide
that the Company has the right, but not the obligation, to sell to Yorkville up to $100.0 million of Class A common stock on the terms
and conditions set forth therein and (ii) provide that Yorkville will advance to the Company the principal amount of $4.0 million
evidenced by promissory notes convertible into shares of Class A common stock (each, a “Promissory Note” and together, the
“Promissory Notes”). On June 30, 2026, the Company issued a Promissory Note to Yorkville in the aggregate principal amount
of $2.0 million, subject to an original issue discount of 5%, which resulted in gross proceeds to the Company of approximately $1.8 million
(such issuance, the “First Closing”), which was received on July 1, 2026.
The
Promissory Note will mature on June 30, 2027 (the “Maturity Date”). The Promissory Note bears interest at 5.0% per annum,
subject to a potential increase to 18.0% per annum (or the maximum amount permitted by applicable law) upon the occurrence of an Event
of Default (as defined in the Promissory Note), for so long as such Event of Default remains uncured.
The
Promissory Note is convertible at the option of the holder into Class A common stock equal to the applicable Conversion Amount (as defined
below) divided by the Conversion Price. The “Conversion Price” means, as of any conversion, the lower of (a) $5.6064, which
such price was 150% of the VWAP reported by Bloomberg on the trading day immediately prior to the date of the First Closing, or (b) 92.0%
of the lowest daily VWAP of the Class A common stock during the five trading days immediately prior to such conversion. The “Floor
Price” (solely with respect to the variable component of the Conversion Price) is $0.89 per share of Class A common stock, subject
to the Company’s right to further reduce the Floor Price upon written notice to Yorkville. The Promissory Notes may be converted
in whole or in part, at any time and from time to time, subject to the Exchange Cap (as defined in the A&R SEPA). Notwithstanding
the Exchange Cap and assuming interest at 5% through the Maturity Date, the maximum number of shares issuable upon conversion of the
Promissory Notes is 4,719,101. The Conversion Amount with respect to any requested conversion will equal the principal amount requested
to be converted plus all accrued and unpaid interest on the Promissory Notes as of such conversion (the “Conversion Amount”).
In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with certain
related parties would beneficially own in excess of 4.99% of the Class A common stock outstanding immediately after giving effect to
such conversion, subject to certain adjustments.
Under
the terms of the A&R SEPA, the Company will issue an additional Promissory Note to Yorkville in the aggregate principal amount of
$2.0 million on the second trading day after the date the Registration Statement (as defined in the A&R SEPA) is declared effective
by the Securities and Exchange Commission (the “SEC”).
The
material terms of the A&R SEPA and the Promissory Notes were reported under Item 9B of the Company’s Annual Report on Form
10-K filed with the SEC on June 30, 2026 and are incorporated herein by reference.
The
foregoing descriptions of the A&R SEPA and the form of Promissory Note do not purport to be complete and are qualified in their entirety
by reference to the full text of such documents, which are filed herewith as Exhibits 10.1 and 10.2, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description
of Exhibit |
| 10.1* |
|
Standby Equity Purchase Agreement by and between Beneficient and YA II PN, Ltd., dated June 26, 2026 (refiled due to formatting issues). |
| 10.2 |
|
Form of Promissory Note (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 30, 2026). |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
|
Schedules
and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company
agrees to furnish to the SEC a copy of any omitted schedule or exhibit upon request.
|
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:
July 7, 2026 |
