false
0001775734
0001775734
2026-10-07
2026-10-07
0001775734
BENF:SharesOfClassCommonStockParValue0.001PerShareMember
2026-10-07
2026-10-07
0001775734
BENF:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockParValue0.001PerShareAndOneShareOfSeriesConvertiblePreferredStockParValue0.001PerShareMember
2026-10-07
2026-10-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 7, 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
1.01. |
Entry
into a Material Definitive Agreement. |
As
previously disclosed, on March 10, 2026, Beneficient Financing, L.L.C. (the “Borrower”), a wholly owned subsidiary of Beneficient,
a Nevada corporation (the “Company”), and Beneficient Company Holdings, L.P., as guarantor (the “Guarantor” and
together with the Borrower, the “Loan Parties”), entered into a letter agreement (the “Letter Agreement”) with
HH-BDH, LLC (“HH-BDH”), which provided for the payment of the remaining interest and fees outstanding under that certain
Credit and Guaranty Agreement, dated October 19, 2023, by and among the Loan Parties and HH-BDH, as lender and administrative agent.
HH-BDH’s sole member is Hicks Holdings Operating, LLC, a Delaware limited liability company, whose managing member, Mack Hicks,
is a member of the Company’s board of directors. Pursuant to the terms of the Letter Agreement, among other things, the Borrower
agreed to pay HH-BDH $1,000,000 in cash no later than five business days following September 30, 2026. Effective October 7, 2026, HH-BDH
and the Loan Parties amended the Letter Agreement (the “Letter Agreement Amendment”) to extend the deadline for the $1,000,000
cash payment to March 31, 2027.
The
foregoing description of the Letter Agreement Amendment is a summary only, does not purport to be complete and is subject to, and qualified
in its entirety by reference to, the full text of the Letter Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
| Item
9.01. |
Financial
Statements and Exhibits. |
Exhibit
No. |
|
Description
of Exhibit |
| |
|
|
| 10.1 |
|
Letter Agreement Amendment, effective October 7, 2026, by and among HH-BDH LLC, Beneficient Financing, L.L.C. and Beneficient Company Holdings, L.P. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL). |
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: |
October
14, 2026 |
