Beneficient Enters Into Private Placement of $4.0 Million in Convertible Debentures and Warrants Priced At-The-Market Under Nasdaq Rules
07 Agosto 2024 - 1:00PM
Beneficient (NASDAQ: BENF) (“Ben” or the
“Company”), a technology-enabled financial services
holding company that provides liquidity, primary capital solutions
and related trust and custody services to holders of alternative
assets, today announced that it has entered into a securities
purchase agreement (the “Securities Purchase Agreement”) with YA II
PN, LTD (“Yorkville”), pursuant to which the Company agreed to
issue and sell to Yorkville, convertible debentures in an aggregate
principal amount of up to $4,000,000 (the “Convertible Debentures”)
and warrants (the “Warrants”) to purchase up to 1,325,382 shares of
the Company’s Class A common stock, par value $0.001 per share (the
“Common Stock”), at an exercise price of $2.63. The Company issued
$2,000,000 in aggregate principal amount of Convertible Debentures
and Warrants to purchase up to 662,691 shares of Common Stock upon
signing of the Securities Purchase Agreement, and the Company will
issue the additional Convertible Debentures and Warrants on or
before the first business day after the date the registration
statement with the Securities and Exchange Commission (the “SEC”)
registering the resale of the Common Stock underlying the
Convertible Debentures and Warrants is declared effective by the
SEC. The Convertible Debentures do not bear interest, subject to a
potential increase to 18.0% per annum upon the occurrence of
certain events of default, mature on February 6, 2025, and may be
redeemed at a premium any time prior to maturity at the Company’s
election, subject to conditions. The Convertible Debentures will be
issued at an original issue discount of 10%.
The Company intends to use proceeds from the
transaction for general corporate purposes.
About Beneficent
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. Ben’s AltQuote™ tool provides customers with a
range of potential exit options within minutes, while customers can
log on to the AltAccess® portal to explore opportunities and
receive proposals in a secure online environment.
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.
The securities described above are being offered
in a private placement under Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”), and/or Regulation D
promulgated thereunder and have not been registered under the
Securities Act, or applicable state securities laws. Accordingly,
the securities may not be offered or sold in the United States
except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the
Securities Act and such applicable state securities laws. This
press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
Contacts
Matt Kreps 214-597-8200
mkreps@darrowir.comMichael Wetherington 214-284-1199
mwetherington@darrowir.cominvestors@beneficient.com
Forward-Looking Statements
This communication includes forward-looking
statements as defined under U.S. federal securities laws.
Forward-looking statements include all statements that are not
historical statements of fact, including related to statements
about our plans, expectations and objectives with respect to the
results of any legal or regulatory proceedings. In addition, any
statements that refer to projections, forecasts, or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “will,”
“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 predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to significant risks and uncertainties, many of which are
outside of our control, and could cause future events or results to
be materially different from those stated or implied in this
release. It is not possible to predict or identify all such risks.
These risks include, but are not limited to, the risk factors that
are described under the section titled “Risk Factors” in our Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and other
documents we file with the SEC. 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 we assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
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