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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): September 15, 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 |
|
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 Sales of Equity Securities.
On
September 15, 2026, Beneficient (the “Company”) entered into subscription agreements with each of Peter T. Cangany, Jr.,
Derek L. Fletcher and James G. Silk, pursuant to which each of Messrs. Cangany, Fletcher and Silk purchased 18,868, 4,717 and 9,434 shares
of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”), respectively, at a
price per share of $1.06 (such subscription agreements, collectively, the “Subscription Agreements”). Mr. Silk serves as
the Company’s Chief Executive Officer, Mr. Fletcher serves as the Company’s Chief Fiduciary Officer and Messrs. Cangany and
Fletcher are members of the Board of Directors of the Company.
The
shares of Class A common stock issued pursuant to the Subscription Agreements are exempt from registration pursuant to Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Each of Messrs.
Cangany, Fletcher and Silk represented to the Company that each is an “accredited investor” as defined in Rule 501 of the
Securities Act and that the shares of Class A common stock issued pursuant to the Subscription Agreements were acquired for investment
purposes and not with a view to, or for sale in connection with, any distribution thereof.
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:
September 16, 2026 |