Beneficient announced it has completed a private placement of 20,000 Series B-3 Resettable Convertible Preferred Stock, par value $0.001 per share at a issue price of $10 for a gross proceeds of $200,000 on February 6, 2024. The issuance of the Series B-3 Preferred Stock was not registered under the Securities Act and was issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Series B-3 Preferred Stock is convertible into Class A Common Stock initially at a conversion price of $0.35 per share (the ?B-3 Conversion Price?).

The B-3 Conversion Price is subject to reset from time to time and a floor price of $0.175 per share. A maximum of 1,142,857 shares of Class A Common Stock may be issued upon conversion of the Series B-3 Preferred Stock. The company has received $200,000 from single investor pursuant to exemption provided under Regulation D. The company intends to continue the transaction for more than one year.