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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): October 15, 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 |
|
The
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 |
|
The
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
3.02 |
Unregistered
Sale of Equity Securities. |
On
October 15, 2025, certain holders of Preferred Series A Subclass 1 Unit Accounts (“Preferred A-1 Unit Accounts”) of Beneficient
Company Holdings, L.P. (“BCH”), a subsidiary of Beneficient (the “Company”), that were issued prior to the Company’s
initial listing on The Nasdaq Stock Market, LLC, elected to convert $52.6 million of such Preferred A-1 Unit Accounts for Class S Ordinary
Units of BCH, which were subsequently contemporaneously exchanged for shares of Class A common stock, par value $0.001 per share, of
the Company (the “Class A Common Stock”) (such transaction, the “Limited Conversion”). The Limited Conversion
resulted in the issuance of 101,294,288 shares of Class A Common Stock (such shares, the “Conversion Shares”), and immediately
following the Limited Conversion, there were 110,758,536 shares of Class A Common Stock outstanding.
The
issuance of the Conversion Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”),
and was issued in reliance upon the exemption provided in Section 4(a)(2) thereof.
The
Limited Conversion was approved by each of the Products and Related Party Transactions Committee of the Board of Directors (the “Board”),
which consists of independent directors, and the Board. In connection with the Limited Conversion, the participants in the Limited Conversion
entered into a voting and lock-up agreement which provides that, among other things, (i) the participants will vote their respective
Conversion Shares in favor of the recommendation of the Company’s Board (except for the election of members of the Board) and (ii)
the Conversion Shares will be subject to lockup until October 1, 2028 (the “Lock-Up Period”). The participants
also agreed to forego any potential appreciation in the value of the Conversion Shares between the date of the Limited Conversion and
the expiration of the Lock-Up Period by agreeing to forfeit the number of Conversion Shares equal in value to any such appreciation at
the expiration of the Lock-Up Period. As a result of the Limited Conversion, the participants will forgo certain allocations, distributions,
preferred returns, conversion and other rights and preferences associated with the Preferred A-1 Unit Accounts.
| Item
7.01 |
Regulation
FD Disclosure. |
On
October 21, 2025, the Company issued a press release announcing the Limited Conversion.
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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, except as expressly set forth in such filing.
| Item
9.01 |
Exhibits
and Financial Statements. |
(d)
Exhibits.
Exhibit
No. |
|
Description
of Exhibit |
| |
|
|
| 99.1 |
|
Press Release issued by Beneficient on October 21, 2025. |
| 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
21, 2025 |
