Beneficient Schedules Special Meeting of Stockholders for March 21, 2024

TL;DR

<b>Beneficient is holding a virtual Special Meeting on March 21, 2024, to vote on a proposed reverse stock split.</b>

AI Summary

Beneficient (BENFW) filed a Proxy Statement (DEF 14A) with the SEC on March 11, 2024. Beneficient will hold a Special Meeting of Stockholders on March 21, 2024, at 8:00 a.m. Central Time. The meeting will be conducted virtually via live webcast at https://www.cstproxy.com/beneficient/sm2024. Stockholders will be asked to vote on a proposal to approve a reverse stock split of Class A and Class B common stock. The reverse stock split is proposed pursuant to Nevada Revised Statutes Section 78.207 and the Company's Articles of Incorporation. Registered and beneficial stockholders will need a 12-digit control number to attend and vote.

Why It Matters

For investors and stakeholders tracking Beneficient, this filing contains several important signals. The reverse stock split proposal requires stockholder approval, impacting the number of outstanding shares. The virtual format necessitates specific access instructions for stockholders to participate and vote.

Risk Assessment

Risk Level: low — Beneficient shows low risk based on this filing. The filing is a routine proxy statement for a special meeting and does not contain significant financial or operational updates, indicating low immediate risk.

Analyst Insight

Stockholders should review the proxy materials and vote on the proposed reverse stock split, paying attention to the virtual meeting access instructions.

Key Numbers

• March 21, 2024 — Special Meeting Date (Date of the Special Meeting of Stockholders)
• 8:00 a.m. Central Time — Special Meeting Time (Time the virtual Special Meeting will commence)
• 12-digit — Control Number Length (Required length of control number for virtual meeting access)

Key Players & Entities

• Beneficient (company) — Registrant and Company name
• March 21, 2024 (date) — Date of Special Meeting
• 8:00 a.m. Central Time (time) — Time of Special Meeting
• https://www.cstproxy.com/beneficient/sm2024 (url) — Virtual meeting link
• Nevada Revised Statutes Section 78.207 (regulation) — Statute governing the reverse stock split
• Class A common stock (stock) — Stock type subject to reverse split
• Class B common stock (stock) — Stock type subject to reverse split
• March 11, 2024 (date) — Filing Date

FAQ

Risk Factors

• Compliance with Nevada Revised Statutes [low — regulatory]: The proposed reverse stock split requires approval under NRS Section 78.207 and the Company's Articles of Incorporation, necessitating adherence to specific legal requirements.
• Virtual Meeting Access [low — operational]: Stockholders must follow specific instructions and use a control number to access and vote at the virtual meeting, posing a potential barrier to participation.

Key Dates

• 2024-03-21: Special Meeting of Stockholders — To vote on proposals including a reverse stock split.
• 2024-03-11: Filing Date — Date the DEF 14A filing was submitted to the SEC.

Glossary

DEF 14A

Definitive Proxy Statement filed with the SEC. (Indicates the type of filing and its purpose for shareholder communication.)

Reverse Stock Split

A corporate action to reduce the number of outstanding shares by consolidating them. (Key proposal to be voted on at the Special Meeting.)

Class A Common Stock

One class of common stock issued by Beneficient. (Subject to the proposed reverse stock split.)

Key Financial Figures

• $0.001 — of our Class A common stock, par value $0.001 per share (Class A Common Stock) and Cl
• $1.00 — share price high enough to satisfy the $1.00 per share minimum bid price requirement

Filing Documents

• d793065ddef14a.htm (DEF 14A) — 248KB
• g793065g02g02.jpg (GRAPHIC) — 36KB
• g793065g84n85.jpg (GRAPHIC) — 1KB
• g793065snap10.jpg (GRAPHIC) — 2KB
• g793065snap12.jpg (GRAPHIC) — 1KB
• g793065snap2.jpg (GRAPHIC) — 2KB
• g793065snap3.jpg (GRAPHIC) — 1KB
• g793065snap4.jpg (GRAPHIC) — 2KB
• g793065snap5.jpg (GRAPHIC) — 1KB
• 0001193125-24-064247.txt (&nbsp;) — 312KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 21 REQUIREMENTS FOR ADVANCE NOTIFICATION OF NOMINATIONS AND STOCKHOLDER PROPOSALS 25 OTHER MATTERS 25 WHERE YOU CAN FIND ADDITIONAL INFORMATION 26

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this proxy statement that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Companys intent or ability to effect a reverse stock split or regain compliance with any applicable listing requirements of The Nasdaq Stock Market, LLC (Nasdaq). These statements are based on managements current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Companys actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including that the Reverse Stock Split Proposal may not be approved by the Companys stockholders. For other important factors that could cause actual results to differ materially from the forward-looking statements in this proxy statement, please see the risks and uncertainties identified under the heading Risk Factors in our Annual Report on Form 10-K for the year ended March 31, 2023, as updated by the Companys Quarterly Reports on Form 10-Q, each of which is available on the Companys i Table of Contents website at www.trustben.com and on the Securities and Exchange Commission (SEC) website at www.sec.gov. All forward-looking statements reflect the Companys beliefs and assumptions only as of the date of this proxy statement. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances. ii Table of Contents PROXY STATEMENT SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 21, 2024 This proxy statement (the Proxy Statement) is furnished to you by the Board of Directors (the Board) of Beneficien

View Full Filing

View this DEF 14A filing on SEC EDGAR