Beneficient filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 7.01 Regulation FD Disclosure.
On June 17, 2025, Beneficient (the “Company”) issued a press release announcing that the Bankruptcy Court for the Southern District of Texas (the “ Bankruptcy Court”) approved the previously disclosed agreement to settle all claims pending in the Bankruptcy Court under the previously disclosed lawsuits relating to GWG Holdings, Inc. (“GWG” and such litigation, the “GWG Litigation”) against the Company, its subsidiaries, and each of their current and former directors and officers (collectively, the “Beneficient Parties”) in the Bankruptcy Court. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
As previously announced on March 10, 2025, the Company entered into a binding settlement agreement to resolve all claims in the GWG Litigation for a sum within applicable insurance policy limits. The settlement agreement remains subject to the approval of the District Court for the Northern District of Texas. With the Bankruptcy Court’s approval, the settlement in the Bankruptcy Court is now final, subject to a 14-day period to appeal. The settlement resolves all claims filed in the Bankruptcy Court against the Beneficient Parties without any admission, concession or finding of any fault, liability or wrongdoing by the Company or any defendant.
Following the settlement of the GWG Litigation in the Bankruptcy Court, other outstanding GWG-related claims against parties other than the Beneficient Parties remain outstanding, including certain claims against entities related to Beneficient’s founder and CEO to whom Beneficient owes certain indemnification obligations. The Company continues to support a vigorous defense against such claims.
Item 9.01 Exhibits and Financial Statements.
(d) Exhibits.
Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release of Beneficient. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Cautionary Note Regarding Forward-Looking Statements
Except for the historical information contained herein, the matters set forth in this Current Report on Form 8-K are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These and other forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Important factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, among others, the risks, uncertainties, and factors set forth under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and its subsequently filed Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law. 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, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BENEFICIENT | ||
| By: | /s/ Gregory W. Ezell | |
| Name: | Gregory W. Ezell | |
| Title: | Chief Financial Officer | |
| Dated: | June 17, 2025 | |