Item 3.02 Unregistered Sales of Equity Securities. On September 15, 2026, Beneficient (the “Company”) entered into subscription agreements with each of Peter T. Cangany, Jr., Derek L. Fletcher and James G. Silk, pursuant to which each of Messrs.…
We are a technology-enabled financial services company that provides simple, rapid, and cost-effective liquidity solutions and related trustee, custody and trust administrative services to participants in the alternative asset industry. Through our business line operating subsidiaries (each a “Ben Business Unit” and collectively, the “Ben Business Units”), Ben Liquidity, Ben Custody, and Ben Markets (each as defined below), we seek to provide solutions in the alternative asset investment market for individual and institutional investors, general partners and sponsors (“GPs”) and the alternative asset funds they manage (“Customers”). Following receipt of regulatory approval, our Ben Business Units are expected to include an additional business line, Ben Insurance Services. Our products and services are designed to meet the unmet needs of mid-to-high net worth (“MHNW”) individual investors, small-to-midsize institutional (“STMI”) investors, family offices (“FAMOs”) and GPs, which collectively are our Customers.
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Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02 Unregistered Sales of Equity Securities.
On
September 15, 2026, Beneficient (the “Company”) entered into subscription agreements with each of Peter T. Cangany, Jr.,
Derek L. Fletcher and James G. Silk, pursuant to which each of Messrs. Cangany, Fletcher and Silk purchased 18,868, 4,717 and 9,434 shares
of the Company’s Class A common stock, par value $0.001 per share (the “Class A common stock”), respectively, at a
price per share of $1.06 (such subscription agreements, collectively, the “Subscription Agreements”). Mr. Silk serves as
the Company’s Chief Executive Officer, Mr. Fletcher serves as the Company’s Chief Fiduciary Officer and Messrs. Cangany and
Fletcher are members of the Board of Directors of the Company.
The
shares of Class A common stock issued pursuant to the Subscription Agreements are exempt from registration pursuant to Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Each of Messrs.
Cangany, Fletcher and Silk represented to the Company that each is an “accredited investor” as defined in Rule 501 of the
Securities Act and that the shares of Class A common stock issued pursuant to the Subscription Agreements were acquired for investment
purposes and not with a view to, or for sale in connection with, any distribution thereof.
