Beneficient 8-K

What Happened
Beneficient (BENF) filed an 8-K reporting that on June 26, 2026 it amended its Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. (Yorkville), reducing the equity commitment from up to $250.0 million to up to $100.0 million. Under the amended agreement (the A&R SEPA), Yorkville agreed to advance up to $4.0 million by way of two promissory notes convertible into Class A common stock. On June 30, 2026 the company issued the first promissory note with an aggregate principal of $2.0 million (5% original issue discount), producing gross proceeds of approximately $1.8 million, which Beneficient received on July 1, 2026.

Key Details

• A&R SEPA executed June 26, 2026; original SEPA dated June 27, 2023 (previously up to $250M).
• First Promissory Note: $2.0M principal, 5% OID (net proceeds ≈ $1.8M), maturity June 30, 2027.
• Interest: 5.0% per year, rising to 18.0% (or legal max) if an Event of Default occurs and remains uncured.
• Conversion: holder may convert principal + accrued interest into shares; Conversion Price = lower of $5.6064 or 92% of the lowest daily VWAP in the five trading days before conversion, subject to a variable Floor Price of $0.89 (company may further reduce the Floor). Maximum shares issuable (assuming 5% interest) = 4,719,101. Conversion limited so holder cannot beneficially own >4.99% post-conversion.
• Second $2.0M Promissory Note to be issued on the second trading day after the related registration statement is declared effective by the SEC.

Why It Matters
This filing signals a near-term financing step and a reduced, but still significant, equity backstop: Beneficient has immediate cash (~$1.8M) and access to up to $100M of additional stock purchase capacity from Yorkville. For shareholders, the convertible notes create potential dilution if converted into equity — the filing discloses both the conversion formulas and a cap on the holder’s post-conversion ownership (4.99%). The note’s default interest provision (up to 18%) is also important for creditors and investors monitoring the company’s cost of capital and liquidity. Exhibits for the A&R SEPA and promissory note form are filed with the 8-K.