Beneficient receives Nasdaq notice for non-compliance with equity and filing rules

Published 09/10/2025, 21:32
Beneficient receives Nasdaq notice for non-compliance with equity and filing rules

Beneficient (NASDAQ:BENF) announced it has received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC regarding non-compliance with the minimum stockholders’ equity requirement. The company reported a stockholders’ equity of negative $34.9 million as of its fiscal year ended March 31, 2025, which falls below the threshold set by Nasdaq Listing Rule 5550(b)(1).

The notification, received Friday, serves as an additional basis for potential delisting of Beneficient’s securities from the Nasdaq Capital Market. The company stated it is taking steps to address the deficiency but noted there is no assurance it will regain compliance.

Before this notice, Beneficient had already received notifications from Nasdaq for non-compliance with two other requirements: the periodic filing requirement under Nasdaq Listing Rule 5250(c)(1), and the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). A hearing was held before the Nasdaq Hearing Panel on August 26, 2025, to review the company’s plan to regain compliance with these requirements.

Beneficient filed its annual report for the fiscal year ended March 31, 2025, within the extension period allowed by the panel. The company is working with its auditor to complete and file the quarterly report for the period ended June 30, 2025, to satisfy the periodic filing requirement.

To address the bid price requirement, Beneficient expects to seek stockholder approval for a reverse stock split of its Class A and Class B common stock. The company anticipates that this action will help it meet the minimum bid price criteria within the extension period granted by the panel.

Beneficient stated it is making definitive efforts to comply with all applicable Nasdaq continued listing standards but cautioned that there can be no assurance of timely compliance.

This information is based on a press release statement included in the company’s Form 8-K filing with the Securities and Exchange Commission.

In other recent news, Beneficient has faced several challenges, including receiving an additional delisting notice from Nasdaq due to delayed filing of its quarterly report for the period ended June 30, 2025. This follows a previous notice related to non-compliance with Nasdaq’s $1.00 minimum bid price requirement and delayed filing of its annual report for the fiscal year ended March 31, 2025. In addition to these issues, Beneficient reported receiving a default notice from HCLP Nominees, L.L.C. regarding two credit agreements, with defaults occurring under both the First Lien and Second Lien Credit Agreements. These defaults involved the failure to pay all outstanding obligations by the required date of April 14, 2025, leading to all outstanding amounts becoming immediately due and payable with interest accruing at 11.5% per annum.

Furthermore, Beneficient announced a leadership change with Thomas O. Hicks being appointed as Chairman of the Board and James G. Silk serving as interim Chief Executive Officer. Hicks has been a member of Beneficient’s board since 2018 and brings extensive private equity experience. The company continues to address its compliance issues, as evidenced by the delisting notification from Nasdaq on July 16 for failing to meet listing requirements. These recent developments indicate ongoing operational and financial challenges for Beneficient.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

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