Beneficient Files 8-K: Material Agreement & Equity Sales
Ticker: BENFW · Form: 8-K · Filed: Aug 21, 2024 · CIK: 1775734
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-sale
Related Tickers: BENF
TL;DR
Beneficient signed a big deal and sold some stock on Aug 16th. Details TBD.
AI Summary
On August 16, 2024, Beneficient entered into a material definitive agreement related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities. Specific details regarding the agreement, financial obligation, and sales are not fully disclosed in this initial filing.
Why It Matters
This filing indicates significant financial activity for Beneficient, including new obligations and equity transactions, which could impact its financial structure and future performance.
Risk Assessment
Risk Level: medium — The filing mentions material definitive agreements, financial obligations, and unregistered sales of equity, suggesting potential financial risks or significant strategic shifts.
Key Players & Entities
- Beneficient (company) — Filer of the 8-K report
- August 16, 2024 (date) — Date of the earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by Beneficient?
The filing states that Beneficient entered into a material definitive agreement, but the specific terms and counterparty are not detailed in this report.
What type of direct financial obligation was created by Beneficient?
The filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specifics of this obligation are not provided.
Were there any unregistered sales of equity securities by Beneficient?
Yes, the filing reports unregistered sales of equity securities by Beneficient.
What is the SEC file number for this Beneficient 8-K filing?
The SEC file number for this filing is 001-41715.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on August 16, 2024.
Filing Stats: 1,382 words · 6 min read · ~5 pages · Grade level 11.4 · Accepted 2024-08-21 16:29:17
Key Financial Figures
- $0.001 — ares of Class A common stock, par value $0.001 per share BENF The Nasdaq Stock Mar
- $25.0 million — an in the aggregate principal amount of $25.0 million (the "Term Loan"), which was fully draw
- $1,675,000 — (i) add a subsequent term loan of up to $1,675,000, which was fully drawn upon closing of
- $200,000 — l balance of the Loans in the amount of $200,000, $200,000, $200,000, $200,000 and $875,
- $875,000 — 0,000, $200,000, $200,000, $200,000 and $875,000 on each of September 7, 2024, October 7
- $500,000, m — quired Payment Date, multiplied by (ii) $500,000, minus (y) the amount of all Excess Paymen
- $4.0 million — minimum liquidity financial covenant of $4.0 million and (iv) additional events that the occ
- $2.33 — A common stock at a price per share of $2.33 (the "Shares"). The issuance of the Sh
Filing Documents
- form8-k.htm (8-K) — 54KB
- ex10-1.htm (EX-10.1) — 968KB
- 0001493152-24-033447.txt ( ) — 1417KB
- benf-20240816.xsd (EX-101.SCH) — 4KB
- benf-20240816_def.xml (EX-101.DEF) — 26KB
- benf-20240816_lab.xml (EX-101.LAB) — 37KB
- benf-20240816_pre.xml (EX-101.PRE) — 25KB
- form8-k_htm.xml (XML) — 6KB
02 Unregistered
Item 3.02 Unregistered Sales of Equity Securities. On August 20, 2024, the Company entered into a subscription agreement with Cangany Capital Management, LLC ("Cangany Capital Management"), a limited liability company controlled by Peter T. Cangany, Jr., a member of the Company's board of directors, pursuant to which Cangany Capital Management purchased 47,500 shares of Class A common stock at a price per share of $2.33 (the "Shares"). The issuance of the Shares is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Cangany Capital Management represented to the Company that it is an "accredited investor" as defined in Rule 501 of the Securities Act and that the Shares will be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof. Item9.01 Exhibits and Financial Statements. (d) Exhibits. Exhibit No. Description of Exhibit 10.1* Amendment No. 1 and Waiver No. 1 to Credit and Guaranty Agreement and Each Other Loan Document, dated August 16, 2024, by and among Beneficient Financing, L.L.C., as borrower, Beneficient Company Holdings, L.P., as guarantor, and HH-BDH LLC, as the administrative agent party thereto and lender. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.
SIGNATURES
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 21, 2024