| Item 7.01 | Regulation FD Disclosure. |
On July 2, 2024, Beneficient (the “Company”) issued a press release announcing the receipt of termination letters from the Securities and Exchange Commission (the “SEC”), as described below under Item 8.01 of this Current Report on Form 8-K, and that, as a result, the Company requires additional time to update its Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the “Annual Report”) and to complete its procedures related to the updated information prior to filing the Annual Report. The Company also announced the postponement of its earnings webcast and earnings release for its fourth quarter and fiscal year ended March 31, 2024. A copy of the press release is furnished 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.
On July 1, 2024, the Company and Mr. Brad Heppner, the Company’s Chairman and Chief Executive Officer, received termination letters from the SEC advising the Company that the SEC’s investigations related to the Company and Mr. Heppner had concluded and that the SEC Staff does not intend to recommend any enforcement actions by the SEC.
| Item 9.01 | Exhibits and Financial Statements. |
(d) Exhibits.
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Exhibit No. | | Description of Exhibit |
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| 99.1 | | Press Release of Beneficient. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Disclaimers and Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For other important factors that could cause actual results to differ materially from the forward-looking statements in this Current Report on Form 8-K, 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 Company’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2023, September 30, 2023 and December 31, 2023, each of which is available on the Company’s Investor Relations website at www.trustben.com and on the Securities and Exchange Commission website at www.sec.gov. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances. Capitalized terms shall have the meanings ascribed to such terms in the Current Report on Form 8-K. The termination letters were provided to the Company and Mr. Heppner under the guidelines of the final paragraph of Securities Act Release No. 5310 which states, among other things, that “[such notice] must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the staff’s investigation of that particular matter.”
