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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): August 18, 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
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
August 18, 2025, Beneficient (the “Company”) was notified by the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) that because the Company had not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30,
2025 with the Securities and Exchange Commission (the “SEC”), the Company was in non-compliance with the periodic reporting
requirement set forth in Nasdaq Listing Rule 5250(c)(1) (the “Filing Requirement”), which could also serve as a separate
and additional basis for delisting in addition to the issues described below (such letter, the “Additional Determination Letter”).
The Additional Determination Letter also provided that the Panel (as defined below) will consider the Additional Determination Letter
at the Hearing (as defined below).
In
addition to the Additional Determination Letter described above, the Company has received additional notifications from Nasdaq that remain
outstanding. As previously disclosed, on January 17, 2025, the Company received a letter (the “January 2025 Notice”) from
Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) because
the bid price for the Company’s Class A common stock had closed below the $1.00 per share minimum threshold required for continued
listing on The Nasdaq Capital Market for the previous 30 consecutive business days. The January 2025 Notice provided the Company a 180-calendar
day period to regain compliance with the Bid Price Requirement, through July 14, 2025.
As
also previously disclosed, on July 16, 2025, the Company was notified by Nasdaq that, based upon the Company’s continued non-compliance
with the Bid Price Requirement as of July 14, 2025, the Company’s securities were subject to delisting from Nasdaq unless the Company
timely requested a hearing before the Nasdaq Hearings Panel (the “Panel” and such letter, the “Determination Letter”).
The Determination Letter also provided that, because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year
ending March 31, 2025 with the SEC, the Company’s non-compliance with the Filing Requirement could serve as a separate and additional
basis for delisting. Following receipt of the Determination Letter, the Company timely requested a hearing before the Panel (the “Hearing”).
There
can be no assurance that the Company will be able to timely satisfy the terms of the Panel’s decision to ensure it will remain
listed on Nasdaq.
| Item
7.01 |
Regulation
FD Disclosure. |
On
August 22, 2025, the Company issued a press release announcing the Additional Determination Letter.
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.
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 outcome of the Hearing, our ability to cure any deficiencies in compliance with the Nasdaq Listing Rules, 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 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 |
Exhibits
and Financial Statements. |
(d)
Exhibits.
Exhibit
No.
|
|
Description
of Exhibit |
| |
|
| 99.1 |
|
Press Release issued by Beneficient on August 22, 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: |
August
22, 2025 |
