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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 3, 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
October 3, 2025, Beneficient (the “Company”) was notified by the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) that because the Company’s Form 10-K for the fiscal year ended March 31, 2025 reported a stockholders’
equity of ($34,925,000), the Company was in non-compliance with the minimum stockholders’ equity requirement set forth in Nasdaq
Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”), which could also serve as a separate and additional
basis for delisting in addition to the matters 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
in their decision regarding the Company’s continued listing on Nasdaq. The Company is taking definitive steps to evidence compliance
with the Stockholders’ Equity Requirement, but there can be no assurance that the Company will regain compliance.
Prior
to receiving the Additional Determination Letter, the Company received notifications from Nasdaq that remain outstanding with respect
to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Requirement”) and Nasdaq
Listing Rule 5550(a)(2) (the “Bid Price Requirement”). As a result, on August 26, 2025, a hearing was held before the Nasdaq
Hearing Panel (the “Panel”), at which the Panel considered the Company’s plan to regain compliance with the Periodic
Filing Requirement and the Bid Price Requirement.
The
Company filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2025 with the Securities and Exchange Commission (the
“SEC”) within the extension period allowed for by the Panel. The Company continues to work diligently with its auditor to
complete and file with the SEC its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 in order to satisfy the Periodic
Filing Requirement. Additionally, to the extent the Company has not demonstrated compliance with the Bid Price Requirement, the Company
expects to seek stockholder approval to effect a reverse stock split of its Class A common stock, par value $0.001 per share (the “Class
A Common Stock”), and Class B common stock, $0.001 par value per share (the “Class B Common Stock” and, together with
the Class A Common Stock, the “Common Stock”). The Company anticipates the reverse stock split of the Common Stock will allow
it to demonstrate compliance with the Bid Price Requirement within the extension period granted by the Panel.
Although
the Company is taking definitive steps to evidence compliance with all applicable criteria for continued listing on The Nasdaq Capital
Market, there can be no assurance that the Company will be able to timely regain compliance with the Periodic Filing Requirement and
the Bid Price Requirement within the extension period granted by the Panel.
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 of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. 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: our ability to timely demonstrate compliance with the Periodic Filing Requirement and
the Bid Price Requirement within the extension period granted by the Panel, our ability to cure any deficiencies in compliance with any
other Nasdaq Listing Rules, our ability to obtain stockholder approval for a reverse stock split of the Common Stock, 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.
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
9, 2025 |
