Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 5, 2026, Beneficient (the “Company”) was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that, for the 30 consecutive business days from September 24, 2026 through November 4, 2026, the market value of the Company’s listed securities…
Filed Nov 12, 2026Accepted Nov 12, 2026, 4:24 PM ESTCIK 1775734Accession 0001493152-26-051417
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 3.01Item 3.01 - Notice of Delisting
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
November 5, 2026, Beneficient (the “Company”) was notified by the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) that, for the 30 consecutive business days from September 24, 2026 through November 4, 2026, the market value
of the Company’s listed securities (“MVLS”) was below the minimum of $35 million required for continued listing on
The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement,” and such letter, the “Notice”).
The Notice also noted that the Company does not meet the alternative continued listing standards under Nasdaq Listing Rules 5550(b)(1)
and 5550(b)(3), relating to minimum stockholders’ equity and net income from continuing operations, respectively.
The
Notice has no immediate effect on the listing or trading of the Company’s Class A common stock, par value $0.001 per share (the
“Class A Common Stock”), or the Company’s warrants, which continue to trade on The Nasdaq Capital Market under the
symbols “BENF” and “BENFW,” respectively.
In
accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided an initial compliance period of 180 calendar days, or
until May 4, 2027 (the “Compliance Date”), to regain compliance with the MVLS Requirement. If, at any time before the Compliance
Date, the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive business days, Nasdaq will provide written
confirmation of compliance and the matter will be closed. Nasdaq may, in its discretion, require the Company to satisfy the MVLS Requirement
for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining
that the Company has demonstrated an ability to maintain long-term compliance.
If
the Company does not regain compliance by the Compliance Date, Nasdaq will provide written notification that the Company’s securities
are subject to delisting, at which time the Company may appeal the delisting determination to a Nasdaq Hearings Panel.
The
Company intends to monitor its MVLS and is evaluating available options to regain compliance with the MVLS Requirement. However, there
can be no assurance that the Company will be able to timely regain compliance with the MVLS Requirement by the Compliance Date.