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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 23, 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
September 23, 2026, Beneficient (the “Company”) issued a press release announcing a strategy through which it will seek to
eliminate both the fraudulent indebtedness asserted by HCLP Nominees, L.L.C. and the equity interests in Beneficient and its subsidiaries
held by the Company’s former Chief Executive Officer, Brad Heppner, and his affiliated entities. Through
the strategy, the Company also seeks to terminate all other remaining agreements with Heppner or his affiliated entities (“Heppner
Agreements”) and have all amounts purportedly owed to them by the Company or its subsidiaries under those agreements or otherwise
deemed void and unenforceable.
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 of 1933, as amended, 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 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: September 23, 2026 |
Exhibit
99.1
Beneficient
Announces Strategy to Eliminate HCLP Debt
and
Heppner Equity Interests
DALLAS,
September 23, 2026 (GLOBE NEWSWIRE) — Beneficient (NASDAQ: BENF) (the “Company”), a technology-enabled platform providing
exit opportunities and primary capital solutions and related trust and custody services to holders of alternative assets, today announced
that it has formulated and is implementing a comprehensive strategy intended to eliminate both the fraudulent indebtedness asserted by
HCLP Nominees, L.L.C. (“HCLP”) and the equity interests in Beneficient and its subsidiaries held by the Company’s former
Chief Executive Officer, Brad Heppner, and his affiliated entities (“Heppner Equity Interests”). Through the strategy, the
Company also seeks to terminate all other remaining agreements with Heppner or his affiliated entities (“Heppner Agreements”)
and have all amounts purportedly owed to them by Beneficient or its subsidiaries under those agreements or otherwise deemed void and
unenforceable. The strategy follows Heppner’s May 2026 federal fraud conviction and is a significant component of the Company’s
broader effort to transform its balance sheet, simplify its capital structure, and unlock its potential. The Company continues to operate
its business and pursue its long-term growth objectives while implementing the strategy.
As
previously disclosed, Heppner was convicted on May 7, 2026, of securities fraud, wire fraud and related charges in connection with a
fraudulent scheme to enrich himself. The criminal trial revealed overwhelming evidence that Heppner fraudulently concealed his control
of HCLP and fabricated the purported HCLP debt. The Company believes the conviction provides substantial support for its position that
the purported HCLP debt is invalid and unenforceable. The Company further believes that Heppner’s fraud and other misconduct support
substantial claims for damages and other relief, including the elimination of the Heppner Equity Interests and the termination of the
Heppner Agreements.
The
Company is actively pursuing a consensual resolution with Heppner, with the objective of completing it before his sentencing, currently
scheduled for October 21, 2026. The proposed resolution is designed to achieve a complete separation from Heppner, assist him in making
restitution to other victims of his criminal conduct, and would include:
| ● | the
elimination of the contested HCLP debt, including approximately $130 million of principal
and accrued interest; |
| ● | the
conversion and exchange of all the Heppner Equity Interests, including preferred equity of
a Company subsidiary with an aggregate liquidation preference of approximately $850 million,
into an aggregate of 162,132 shares of the Company’s Class A common stock; |
| ● | the
termination or voiding of all remaining contractual arrangements involving Heppner or his
affiliated entities and the extinguishment, without payment, of all amounts purportedly owed
under those arrangements or otherwise, totaling approximately $88 million. |
If
completed, the resolution would eliminate substantially all of the Company’s debt; end Heppner’s ownership of the Company’s
Class B common stock and his associated super-voting, board-appointment, and consent rights; and resolve the substantial dilution overhang
associated with his preferred equity interests. As part of the consensual resolution, the Company would provide customary releases to
Heppner and his affiliated entities.
If
an acceptable resolution cannot be reached with Heppner, the Company is prepared to swiftly and decisively pursue all available claims
and remedies against Heppner, HCLP, and other Heppner-affiliated entities and individuals who received proceeds derived from his fraudulent
conduct.
The
Company has cooperated fully and transparently with the government’s investigation and prosecution of Heppner and will continue
to cooperate, including in connection with the forfeiture or disposition of his or his entities’ assets and efforts to provide
restitution to victims.
“Since
the conviction, we have focused on pursuing a resolution that fully addresses Mr. Heppner’s misconduct and the harm it caused Beneficient,”
said James G. Silk, Chief Executive Officer. “Our objective is a complete separation through the elimination of the purported HCLP
debt and all of Mr. Heppner’s remaining equity, contractual and governance interests in the Company. We believe that outcome is
both just and necessary to protect Beneficient from further harm. Achieving it would transform our balance sheet, unlock substantial
value for our stockholders, and position the Company and its operations to realize its full potential.”
The
Company has not entered into a definitive agreement with respect to the proposed resolution, and there can be no assurance that a consensual
resolution will be reached or, if litigation becomes necessary, that the Company will achieve its objectives. The Company continues to
dispute the validity, enforceability, ownership, amount and value of the purported HCLP debt and all other claims and interests asserted
by Heppner or his affiliated entities and will disclose 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 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 litigation, negotiations and other proceedings involving Heppner, HCLP and related parties; 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.
