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 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 | ||
Exhibit 99.1
Beneficient Regains Full Compliance with Nasdaq Listing Requirements
DALLAS – January 5, 2026 – Beneficient (the “Company”) (Nasdaq: BENF), a technology-enabled platform providing exit opportunities and primary capital solutions and related trust and custody services to holders of alternative assets, today announced that, by letter dated January 2, 2026, the Company was notified by The Nasdaq Stock Market, LLC (“Nasdaq”) that the Company had regained compliance with (i) the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and (ii) the continued listing requirements for warrants under Nasdaq Listing Rule 5560(a). As a result, the Company is in full compliance with The Nasdaq Capital Market’s listing requirements.
About Beneficient
Beneficient (Nasdaq: BENF) – Ben, for short – is on a mission to democratize the global alternative asset investment market by providing traditionally underserved investors − mid-to-high net worth individuals, small-to-midsized institutions and general partners seeking exit options, anchor commitments and valued-added services for their funds – with solutions that could help them unlock the value in their alternative assets.
Its subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas’ Technology-Enabled Fiduciary Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.
For more information, visit www.trustben.com or follow us on LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our ability to create shareholder value and execute on our business strategy. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based on our management’s beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected.
Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, among others, 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 and the risks and uncertainties contained in the Company’s Current Reports on Form 8-K. 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 statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, 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 information, future events, or otherwise.
Contacts
Matt Kreps: 214-597-8200, [email protected]
Michael Wetherington: 214-284-1199, [email protected]
Investor Relations: [email protected]