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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 28, 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
7.01 Regulation FD Disclosure.
On
October 28, 2026, Beneficient (the “Company”) issued a press release announcing that the Company and certain of its
subsidiaries filed a motion to intervene in the Delaware Court of Chancery litigation previously brought by HCLP Nominees, L.L.C. (“HCLP”)
against Delaware Trust Company (“DTC”).
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 (the “Exchange Act”), 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 (the “Securities Act”), except as expressly set forth in such filing.
Item
8.01 Other Events.
As
previously announced, the Company has formulated and is implementing a comprehensive strategy intended to eliminate both the fraudulent
indebtedness asserted by HCLP and the equity interests in the Company and its subsidiaries held by the Company’s former Chief Executive
Officer, Brad Heppner, and his affiliated entities. The Company’s motion to intervene in litigation previously brought by
HCLP against DTC furthers this strategy and seeks to invalidate the HCLP credit agreements and related loan documents and cancel
the purported obligations, recover the approximately $211 million the Company previously paid on the purported debt and establish that
HCLP has no valid right to the related collateral.
Forward-Looking Statements
Some of the statements contained in
this Current Report on Form 8-K are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act. These forward-looking statements reflect our views with respect to future events as of the date of this document
and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information.
Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance
that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties,
many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied
in this document. It is not possible to predict or identify all such risks. Many factors could cause actual future events to differ materially
from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: the risk that the outcome and timing
of the HCLP litigation, negotiations and other proceedings involving Mr. Heppner, HCLP and related parties may not be favorable; the
risk that we may not be able to negotiate a consensual resolution with Mr. Heppner on terms that are favorable, or at all; the ability
to enter into a definitive agreement with respect to a proposed resolution; the outcome of any appeal or other proceeding relating to
Mr. Heppner’s conviction; the risk that the Company is unable to obtain the relief it seeks or otherwise implement its strategy;
disputes concerning the validity, enforceability, ownership, amount, value or conversion of the HCLP claims or other Heppner-related
interests; the need for third-party or governmental actions, consents or approvals; the accounting and tax treatment of any resolution;
risks related to the substantial costs and diversion of management’s attention and resources due to these matters; and the risk
factors that are described under the section titled “Risk Factors” in our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission (the “SEC”). These
factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included
in this document and in our SEC filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements,
whether as a result of new information, future developments or otherwise, except as required by applicable law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press Release of Beneficient. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 28, 2026 |
Exhibit
99.1
Beneficient
Advances Strategy to Eliminate HCLP Debt and Heppner Interests
Company
seeks to invalidate purported HCLP debt
DALLAS,
October 28, 2026 (GLOBE NEWSWIRE) — Beneficient (NASDAQ: BENF) (“Beneficient” or the “Company”), which
provides liquidity and primary capital solutions and related fiduciary services for alternative assets, today announced that it has taken
a significant step in executing its previously announced strategy to eliminate the purported HCLP debt and achieve a complete separation
from former Chief Executive Officer Brad Heppner and his affiliated entities.
On
October 23, 2026, the Company and certain subsidiaries filed a motion to intervene in the Delaware Court of Chancery litigation previously
brought by HCLP Nominees, L.L.C. (“HCLP”) against Delaware Trust Company. The accompanying proposed verified complaint seeks
to invalidate the HCLP credit agreements and related loan documents and cancel the purported obligations based on their role in Heppner’s
scheme, recover the approximately $211 million the Company previously paid on the purported debt, and establish that HCLP has no valid
right to the related collateral. If successful, this action would eliminate approximately $130 million of purported HCLP debt, leaving
the Company with an unleveraged balance sheet.
The
filing draws extensively on evidence presented at Heppner’s recent criminal trial, which resulted in his May 2026 conviction for
securities fraud, wire fraud and related offenses. It alleges that, as part of his fraudulent scheme, Heppner fabricated the original
debt from personal and family-office expenditures, fraudulently created additional debt obligations, and concealed his control of HCLP
through false representations and falsified documents he provided to the Company and its auditor. Heppner’s sentencing has been
rescheduled for January 11, 2027.
The
Company continues to pursue a potential consensual resolution that would accomplish the broader objectives the Company recently announced,
including eliminating the contested HCLP debt, addressing Heppner’s remaining equity and governance interests, and terminating
remaining contractual arrangements with him and his affiliated entities. Advancing the litigation protects the Company’s interests
and provides a judicial path to relief as those efforts continue.
“Mr. Heppner’s fraud should not continue to burden Beneficient and its stockholders,” said James G. Silk, Chief Executive
Officer. “We are executing the strategy we outlined in September and are pursuing a comprehensive resolution that allows the Company
to move forward. We will continue to take the steps necessary to achieve the objectives of that strategy, including additional litigation,
while we seek an acceptable consensual resolution. This filing advances our efforts by placing our claims before the Court and seeking
relief from the ongoing harm Heppner is causing. Our focus remains on strengthening Beneficient’s financial position and enabling
the business to realize its potential.”
The
proposed complaint is subject to the Court granting the motion to intervene. No definitive agreement concerning a consensual resolution
has been reached, and neither negotiations nor litigation assures a particular outcome. Beneficient continues to contest the HCLP debt
and other Heppner-related claims and interests and will report material developments as appropriate.
About
Beneficient
Beneficient
(Nasdaq: BENF) – Ben, for short – is on a mission to democratize the global alternative asset investment market by providing
traditionally underserved investors − mid-to-high net worth individuals, small-to-midsized institutions and General Partners seeking
exit options, anchor commitments and preferred liquidity services for their funds − with solutions that could help them unlock
the value in their alternative assets.
Its
subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas’ Technology-Enabled Fiduciary
Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.
For
more information, visit www.trustben.com or follow us on LinkedIn.
Contacts
Matt
Kreps: 214-597-8200, mkreps@darrowir.com
Michael
Wetherington: 214-284-1199, mwetherington@darrowir.com
Investor
Relations: investors@beneficient.com
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the HCLP litigation,
the Company’s strategy and objectives concerning the HCLP debt and other Heppner-related interests; the Company’s ability
to obtain a judgment or other binding resolution declaring the purported HCLP debt and related liens void, invalid or unenforceable;
the potential conversion and exchange of Heppner-related equity interests; and the anticipated effects of these efforts on the Company’s
liabilities, collateral, capital structure, financial flexibility, legacy matters and stockholders. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “seek,” “should,” “target,” “will,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are based on management’s current expectations, beliefs, assumptions and information
and are not guarantees of future performance or results.
Important
factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include,
among others, the outcome and timing of the HCLP litigation, negotiations and other proceedings involving Mr. Heppner, HCLP and related
parties may not be favorable; the risk that we may not be able to negotiate a consensual resolution with Mr. Heppner on terms that are
favorable, or at all; the ability to enter into a definitive agreement with respect to a proposed resolution; the outcome of any appeal
or other proceeding relating to Mr. Heppner’s conviction; the risk that the Company is unable to obtain the relief it seeks or
otherwise implement its strategy; disputes concerning the validity, enforceability, ownership, amount, value or conversion of the HCLP
claims or other Heppner-related interests; the need for third-party or governmental actions, consents or approvals; the accounting and
tax treatment of any resolution; the costs and diversion of management’s attention and resources associated with these matters;
and the other risks, uncertainties and factors set forth under “Risk Factors” in the Company’s most recent Annual
Report on Form 10-K and its subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These factors should not
be construed as exhaustive and should be read together with the other cautionary statements included in this press release and the Company’s
filings with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. The Company
assumes no obligation to update or revise forward-looking statements to reflect actual results, subsequent events or circumstances, except
as required by applicable law.
