BENF 8-K
Beneficient (BENF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| , and one share of Series A convertible preferred stock, par value $0.001 per share |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2025, counsel to Brad Heppner, a member and chairman of the board of directors (the “Board”) and Chief Executive Officer of Beneficient (the “Company”), sent an email to the Company pursuant to which Mr. Heppner resigned as a director and Chief Executive Officer of the Company, effective immediately. A copy of such email correspondence is attached as Exhibit 99.1 hereto and is incorporated by reference herein. Such correspondence was sent following a request from the Company’s counsel, acting at the direction of the Audit Committee of the Board, for Mr. Heppner to sit for a formal interview regarding, among other things, his knowledge of certain documents and information concerning Mr. Heppner’s relationship to a related entity provided to the Company’s auditors in 2019, which request Mr. Heppner refused. Although it is unclear to the Company whether a disagreement exists concerning the Company’s policies, practices or procedures, the email correspondence from Mr. Heppner’s counsel appears to reflect that Mr. Heppner disagreed with the merits of the Company potentially disclosing on a voluntary basis that he refused to sit for such interview, in the event that Mr. Heppner did not agree to (i) step away from the Company, including transferring certain rights of Beneficient Holdings, Inc. (“BHI”), an entity controlled by Mr. Heppner, under a stockholders agreement, and (ii) convert a sufficient amount of Preferred Series A Subclass 0 Unit Accounts of Beneficient Company Holdings, L.P. (“BCH”) held by BHI into non-redeemable Preferred Series A Subclass 0 Unit Accounts of BCH, to ensure that the Company would meet the stockholders’ equity requirements for initial listing under the rules of The Nasdaq Stock Market, LLC. Prior to his resignation, Mr. Heppner served on the following committees of the Board: Nominating Committee, Community Reinvestment Committee, Executive Committee, Enterprise Risk Committee, and Credit Committee.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company will provide Mr. Heppner with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.
Item 9.01 Exhibits and Financial Statements.
(d) Exhibits.
Exhibit No. |
Description of Exhibit | |
| 99.1 | Brad Heppner Resignation | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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: | June 25, 2025 | |
Exhibit 99.1
From: Michael Liftik <[*****]>
Sent: Thursday, June 19, 2025 11:40 AM
To: McNally Edward E. <[*****]>; Kennedy Kathleen <[*****]>; Iason, Lawrence <[*****]>; Nabutovsky, Anna <[*****]>; Bunch, Nick <[*****]>; Giammittorio, Carrington <[*****]>; David Rost <[*****]>
Cc: Ben O’Neil <[*****]>; James Tecce <[*****]>
Subject: Brad Heppner Retirement Notice
All — As we discussed with Ed and Larry on Sunday, June 15, Mr. Heppner was prepared to retire as CEO effective Sunday evening, but that we were interested in exploring an orderly and mutually agreeable process for this event. It now appears that the Company believes that it can demand concessions from Mr. Heppner in exchange for his departure, using the threat of an 8-K designed to embarrass Mr. Heppner as leverage. Whatever impact it may or may not have on Mr. Heppner, such an 8-K would surely be detrimental to the Company, current board members, and current management. Mr. Heppner does not believe this threat is appropriate or consistent with our discussions from Sunday.
Accordingly, we write to formally inform the Board and the Company as follows:
Mr. Heppner retires from the Company as CEO, effectively immediately.
Mr. Heppner steps off the Board as a director and chairman, effective immediately.
Next, Mr. Heppner rejects in its entirety the proposal delivered to Quinn Emanuel by Haynes Boone yesterday afternoon. (It remains unclear to us on whose behalf Haynes Boone is acting. We have previously asked for confirmation that Haynes Boone has been retained by the Audit Committe of the Board but received no response.) Mr. Heppner will not sign the conversion letter on behalf of BHI for the Preferred Shares subclass A0 owned by BHI. Mr. Heppner will not proxy Class B share voting rights. Mr. Heppner will not proxy board appointment rights under the current Shareholder Agreement to Mr. Hicks and Mr. Schnitzer.
Mr. Heppner believes that the only viable course for the Company at this point is an orderly wind down of operations. He is willing to work with Board in the coming days on that process.
Michael
Michael Liftik
Co-Chair, SEC Enforcement Practice
Co-Managing Partner, Washington DC
Quinn Emanuel Urquhart & Sullivan LLP
1300 I Street NW, Suite 900
Washington, DC 20005
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