Beneficient Files Definitive Proxy Statement

TL;DR

Beneficient dropped its proxy statement, shareholders vote soon.

AI Summary

Beneficient filed a DEFA14A on January 6, 2025, reporting an event date of December 30, 2024. The filing pertains to Beneficient, a Nevada-based company in the finance services sector, with its principal executive offices located in Dallas, Texas. This filing is a definitive proxy statement related to shareholder matters.

Why It Matters

This filing provides shareholders with important information regarding upcoming meetings and voting matters, allowing them to participate in corporate governance decisions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not contain new financial performance data or significant operational changes.

Key Numbers

• 001-41715 — SEC File Number (Identifies the company's filing history with the SEC)
• 72-1573705 — IRS Number (Company's Employer Identification Number)

Key Players & Entities

• Beneficient (company) — Filer of the DEFA14A
• 0001493152-25-000372 (dollar_amount) — Accession Number for the filing
• 20250106 (dollar_amount) — Filing date
• December 30, 2024 (dollar_amount) — Earliest event reported date
• 325 N. SAINT PAUL STREET SUITE 4850 DALLAS TX 75201 (dollar_amount) — Principal executive office address

FAQ

Key Financial Figures

• $0.001 — ares of Class A common stock, par value $0.001 per share BENF Nasdaq Stock Market
• $1,361,926 — vestment fund with a net asset value of $1,361,926 (the "Transaction"). Pursuant to the Tr
• $0.6940 — tock initially at a conversion price of $0.6940 per share (the "B-5 Conversion Price").
• $10.00 — f Class A Common Stock that is equal to $10.00 divided by the B-5 Conversion Price in

Filing Documents

• formdefa14a.htm (DEFA14A) — 63KB
• ex3-1.htm (EX-3.1) — 54KB
• ex3-1_001.jpg (GRAPHIC) — 586KB
• ex99-1.htm (EX-99.1) — 41KB
• 0001493152-25-000372.txt ( ) — 966KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Series B-5 Primary Capital Transaction On December 31, 2024, Beneficient, a Nevada corporation (the "Company"), through one of its subsidiaries, closed a primary capital transaction with a customer with respect to a limited partner interest in an investment fund with a net asset value of $1,361,926 (the "Transaction"). Pursuant to the Transaction, the Company's customized trust vehicles acquired a limited partner interest, and in exchange for such, the customer received 136,193 shares of the Company's Series B-5 Resettable Convertible Preferred Stock, par value $0.001 per share (the "Series B-5 Preferred Stock"), with such Series B-5 Preferred Stock being convertible into shares of the Company's Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"). The issuance of the Series B-5 Preferred Stock pursuant to the Transaction was not registered under the Securities Act of 1933, as amended (the "Securities Act"), and was issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Series B-5 Preferred Stock is convertible into Class A Common Stock initially at a conversion price of $0.6940 per share (the "B-5 Conversion Price"). The B-5 Conversion Price is only subject to customary adjustments and is otherwise fixed. A total of 1,962,435 shares of Class A Common Stock may be issued upon conversion of the Series B-5 Preferred Stock. The information in Item 5.03 concerning the material terms of the Series B-5 Preferred Stock is incorporated by reference herein.

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders. The disclosure required by this Item 3.03 is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series B-5 Preferred Stock On December 30, 2024, the Company filed a certificate of designation (the "B-5 Certificate of Designation") with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of the Series B-5 Preferred Stock. The material terms of the Series B-5 Preferred Stock are described below. The total number of authorized shares of the Series B-5 Preferred Stock is 468,481 shares. Optional Conversion Each share of Series B-5 Preferred Stock is convertible, at the option of the holder thereof upon two business days' written notice to the Company, into a number of shares of Class A Common Stock that is equal to $10.00 divided by the B-5 Conversion Price in effect as of the date of such notice (the "B-5 Conversion Rate"). The B-5 Conversion Price is subject only to customary adjustment and is otherwise fixed at the initial conversion price. Mandatory Conversion Each outstanding share of Series B-5 Preferred Stock will automatically convert into a number of shares of Class A Common Stock (the "B-5 Mandatory Conversion") as is determined by the B-5 Conversion Rate then in effect on the date (the "B-5 Mandatory Conversion Date") that is the earliest to occur of: (a) the last day of the month in which the fifth anniversary of the B-5 Original Issue Date occurs, if either the Company has filed all annual reports on Form 10-K and quarterly reports on Form 10-Q that are then required to have been filed in the preceding twelve months with the United States Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or a resale registration statement with respect to the shares of Class A Common Stock underlying the Series B-5 Preferred Stock (the "B-5 Resale Registration Statement") has become effective and is in full

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 6, 2025, the Company issued a press release announcing the closing of the Transaction. 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 Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth in such filing.

01 Exhibits and Financial Statements

Item 9.01 Exhibits and Financial Statements. (d) Exhibits. Exhibit No. Description of Exhibit 3.1 Certificate of Designation of Series B-5 Resettable Convertible Preferred Stock. 99.1 Press Release issued by Beneficient on January 6, 2025. 104 Cover Page Interactive Data File (formatted as Inline XBRL). Cautionary Note Regarding Forward-Looking Statements Except for the historical information contained herein, the matters set forth in this Current Report on Form 8-K are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking A Common Stock upon conversion of the Series B-5 Preferred Stock. These and other forward-looking statements are based on management's current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, among other things, the 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. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law. Forward-looking except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new informatio

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: January 6, 2025

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View this DEFA14A filing on SEC EDGAR