The dilutive convertible structure, negative equity, and monthly price resets create significant overhang. Monitor for stockholder approval filing and any subsequent conversions at resets. Further capital raises are likely given the company's persistent negative book value.
Price Chart
Executive Summary
Beneficient closed a $7.44 million GP primary capital transaction with Quartus AI Fund II LP, issuing 744,455 shares of Series B-11 Resettable Convertible Preferred Stock convertible into up to 4,077,642 shares of Class A common stock (initial conversion price $3.6514, with a floor of $1.8257). The deal adds $7.44M of tangible book value but creates significant potential dilution (~29% at current market cap) and highlights the company's capital-intensive business model and negative equity position.
Key Financial Metrics
Key Facts
- Transaction value: $7.44 million in stated value of Series B-11 preferred stock
- 744,455 preferred shares issued, convertible at holder's option into common at initial price of $3.6514
- Maximum common shares issuable upon conversion: 4,077,642, representing substantial dilution
- Conversion price resets monthly to trailing 5-day VWAP, with hard floor of $1.8257 (50% of initial)
- Actual tangible book value was -$108.7M; pro forma after transaction improves to -$101.2M
- Tangible book value attributable to public stockholders: $0 actual, $7.44M pro forma
- Company has issued 11 series of resettable convertible preferred stock (B-1 through B-11)
- Conversion requires stockholder approval if it would exceed Nasdaq Exchange Cap
Financial Impact
Up to 4.08M common shares may be issued, potentially increasing share count by ~29% based on $50.6M market cap. Tangible book value improves by $7.44M but remains deeply negative at -$101.2M.
Risk Factors
- Potential 29%+ dilution from conversion of Series B-11 stock
- Monthly reset conversion price could accelerate dilution if stock declines
- Negative tangible book value despite pro forma improvement
- Need for Nasdaq stockholder approval to convert above Exchange Cap
- Multiple prior series of convertible preferred stock suggest recurring capital needs
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (BENF) — Batch item 1 | 0001493152-26-033069 |
| Exhibit: ex99-1.htm | 0001493152-26-033069 |
| Document: 0001493152-26-033069-index-headers.html | 0001493152-26-033069 |
| Document: 0001493152-26-033069-index.html | 0001493152-26-033069 |
| Document: 0001493152-26-033069.txt | 0001493152-26-033069 |
| 8-K Filing (BENF) — Batch item 6 | 0001493152-26-033069 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 16, 2026 16d ago | 8-K | $0.8192 $2.90 | ▲ +254.00% | ▲ +252.18% | $1.43 (+74.56%) |
Aug 14, 2026 7w ago | 8-K | $2.40 $2.26 | ▼ −5.83% | ▼ −4.47% | $1.43 (−40.42%) |
Aug 14, 2026 7w ago | Press Release | $2.40 $2.26 | ▼ −5.83% | ▼ −4.47% | $1.43 (−40.42%) |
Jul 29, 2026 9w ago | S-1 | $3.05 $3.14 | ▼ −2.95% | ▲ +0.67% | $1.43 (+53.11%) |
Jul 13, 2026 11w ago | DEFA14A | $2.86 $3.45 | ▼ −20.63% | ▼ −21.92% | $1.43 (+50.00%) |
Jul 13, 2026 11w ago | 8-K | $2.86 $3.45 | ▼ −20.63% | ▼ −21.92% | $1.43 (+50.00%) |
Jun 29, 2026 13w ago | 8-K | $3.68 $3.63 | ▲ +1.36% | ▲ +1.96% | $1.43 (+61.14%) |
Apr 10, 2026 25w ago | Press Release | $4.08 $3.17 | ▼ −22.30% | ▼ −26.81% | $1.43 (−64.95%) |
Mar 12, 2026 29w ago | 8-K | $3.83 $3.72 | ▼ −2.87% | ▼ −1.89% | $1.43 (−62.66%) |
US Market Status
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