Beneficient
For the period ended Jun 20, 2024. Filed Jun 10, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 20, 2024 · Filed Jun 10, 2024
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 d827070ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under Rule 14a-12 |
|---|
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|---|
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Meeting Date: June 20, 2024
To the Stockholders of Beneficient:
Notice is hereby given that the Special Meeting of Stockholders (the “Special Meeting”) of Beneficient (the “Company,” “Beneficient,” “us,” “we” and “our”) will be held on Thursday, June 20, 2024 at 10:00 a.m., Central Time, via a live webcast on the Internet. Stockholders will be able to virtually attend the Special Meeting online, vote your shares electronically and submit questions during the Special Meeting by visiting https://www.cstproxy.com/beneficient/2024. During the Special Meeting, stockholders will be asked to consider and vote upon the following proposals:
| 1. | To approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”), to YA II PN, LTD. (“Yorkville”), pursuant to that certain Standby Equity Purchase Agreement, dated June 27, 2023, by and between the Company and Yorkville (the “SEPA”), which shares may represent more than 20% of our issued and outstanding Class A Common Stock and Class B common stock, par value $0.001 per share (“Class B Common Stock” and together, with the Class A Common Stock, the “Common Stock”), as of the date of the SEPA (the “Yorkville Share Issuance Proposal”); and |
| 2. | To approve an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for the approval of the Yorkville Share Issuance Proposal (the “Adjournment Proposal”). |
Stockholders are referred to the accompanying proxy statement (the “Proxy Statement”) for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration,the Board recommends a vote “FOR” the Yorkville Share Issuance Proposal and “FOR” the Adjournment Proposal.
The Board has fixed the close of business on Friday, May 24, 2024 as the record date (the “Record Date”) for determining the stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournments thereof. Only the stockholders of record of our Common Stock are entitled to receive notice of, and to vote at, the Special Meeting or any adjournments thereof. The 403,827 shares of the Company’s Class A Common Stock offered and sold to Yorkville under the SEPA from June 27, 2023 through the close of business on Friday, May 24, 2024, are not entitled to vote on the Yorkville Share Issuance Proposal in accordance with Nasdaq Listing Rule 5635(d). The date of mailing this Notice of Meeting and Proxy Statement is on or about June 10, 2024.
You are cordially invited to attend the Special Meeting online. Whether or not you expect to attend the Special Meeting, you are requested to read the enclosed Proxy Statement and to sign, date and return the accompanying proxy card or voting instruction form as soon as possible. This will assure your representation and a quorum for the transaction of business at the Special Meeting. If you attend the Special Meeting online, the proxy will not be used if you so request by revoking it as described in the Proxy Statement. If you decide to attend the Special Meeting, you will be able to vote electronically, even if you have previously submitted your proxy or voting instruction form.
Hard copies of the Company’s Proxy Statement to security holders in connection with the Special Meeting are being mailed to stockholders of record as of the close of business on Friday, May 24, 2024, beginning on or about June 10, 2024. The Company’s Proxy Statement to security holders is also available at https://www.cstproxy.com/beneficient/2024.
If you have any questions about accessing materials or voting, please call 1-800-450-7155.
YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.
If your shares are registered in your name, even if you plan to attend the Special Meeting or any postponement or adjournment of the Special Meeting online, we request that you vote by telephone, over the Internet, or complete, sign and mail your proxy card to ensure that your shares will be represented at the Special Meeting.
If your shares are held in the name of a broker, trust, bank or other nominee, and you receive notice of the Special Meeting through your broker or through another intermediary, please vote or complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting and vote online. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.
By order of our Board,
/s/ Brad K. Heppner
Brad K. Heppner
Chairman and Chief Executive Officer
325 N. Saint Paul Street, Suite 4850
Dallas, Texas 75201
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 20, 2024
June 10, 2024
Dear Beneficient Stockholders:
You are invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Beneficient (the “Company,” “Beneficient,” “us,” “we” and “our”) on Thursday, June 20, 2024, which will be held virtually at https://www.cstproxy.com/beneficient/2024, at 10:00 a.m., Central Time. The Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast. You or your proxyholder will be able to attend the virtual Special Meeting online, vote your shares electronically, and submit questions during the Special Meeting by visiting https://www.cstproxy.com/beneficient/2024 and entering the 12-digit control number included on your proxy card or voting instruction form, as applicable. To receive access to the virtual Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement (the “Proxy Statement”). Enclosed with this letter are your notice of Special Meeting of Stockholders, Proxy Statement and proxy voting card. The Proxy Statement included with this notice discusses the proposals to be considered at the Special Meeting. Please review the voting materials at https://www.cstproxy.com/beneficient/2024.
At this Special Meeting, you will be asked to consider and vote upon the following proposals:
| 1. | To approve, for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”), to YA II PN, LTD. (“Yorkville”), pursuant to that certain Standby Equity Purchase Agreement, dated June 27, 2023, by and between the Company and Yorkville (the “SEPA”), which shares may represent more than 20% of our issued and outstanding Class A Common Stock and Class B common stock, par value $0.001 per share (“Class B Common Stock” and together, with the Class A Common Stock, the “Common Stock”), as of the date of the SEPA (the “Yorkville Share Issuance Proposal”); and |
| 2. | To approve an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for the approval of the Yorkville Share Issuance Proposal. |
Our Board has fixed the close of business on Friday, May 24, 2024 as the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting and any adjournment and postponements thereof (the “Record Date”). Only holders of record of shares of our Common Stock on the Record Date are entitled to receive notice of the Special Meeting and to vote at the Special Meeting or at any postponement(s) or adjournment(s) of the Special Meeting. The 403,827 shares of the Company’s Class A Common Stock offered and sold to Yorkville under the SEPA from June 27, 2023 through the close of business on Friday, May 24, 2024, are not entitled to vote on the Yorkville Share Issuance Proposal in accordance with Nasdaq Listing Rule 5635(d).
Accordingly, we urge you to review the accompanying material carefully and to promptly return the enclosed
proxy card or voting instruction form. On the following pages, we provide answers to frequently asked questions about the Special Meeting.
Your vote is important.Whether or not you expect to attend the Special Meeting, you are requested to read the enclosed Proxy Statement and to sign, date and return the accompanying proxy card or voting instruction form as soon as possible. I encourage you to vote by telephone, over the Internet, or by marking, signing, dating and returning the enclosed proxy card so that your shares will be represented and voted at the Special Meeting, whether or not you plan to attend. If you decide to attend the Special Meeting, you will be able to vote electronically, even if you have previously submitted your proxy or voting instruction form.
If your shares are held in the name of a broker, trust, bank or other nominee, and you receive notice of the Special Meeting through your broker or through another intermediary, please vote or return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting and vote online. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.
On behalf of the Board, I urge you to submit your proxy as soon as possible, even if you currently plan to attend the Special Meeting online.
Thank you for your ongoing support.
Sincerely,
/s/ Brad K. Heppner
Brad K. Heppner
Chairman and Chief Executive Officer
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.