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    Beneficient filed SEC Form 8-K: Regulation FD Disclosure, Other Events

    1/5/26 7:15:33 AM ET
    $BENF
    Finance: Consumer Services
    Finance
    Get the next $BENF alert in real time by email
    false 0001775734 0001775734 2026-01-05 2026-01-05 0001775734 BENF:SharesOfClassCommonStockParValue0.001PerShareMember 2026-01-05 2026-01-05 0001775734 BENF:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockParValue0.001PerShareAndOneShareOfSeriesConvertiblePreferredStockParValue0.001PerShareMember 2026-01-05 2026-01-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): January 5, 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 January 5, 2026, Beneficient (the “Company”) issued a press release announcing that the Company had regained compliance with the Bid Price Requirement and the Warrants Requirement (each as defined below) of The Nasdaq Stock Market, LLC.

     

    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 8.01 Other Events.

     

    On January 2, 2026, the Company received notification from the Nasdaq Hearings Panel (the “Panel”) that the Company had regained compliance with respect to Nasdaq Listing Rules 5550(a)(2) and 5560(a) (the “Bid Price Requirement” and the “Warrants Requirement,” respectively). As a result, the Panel advised the Company that it is in full compliance with The Nasdaq Capital Market’s listing requirements.

     

    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: January 5, 2026  

     

     

     

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