Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 18, 2024

BENSON HILL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39835

85-3374823

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1001 North Warson Rd, Ste 300

St. Louis, Missouri 63132

(Address of principal executive offices)

(314) 222-8218

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $0.0001 par value

BHIL

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.03			Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Reverse Stock Split

On July 18, 2024, Benson Hill, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), as described below under Item 5.07 of this Current Report on Form 8-K. At the Annual Meeting, the stockholders of the Company approved a proposal to authorize the Company’s Board of Directors (the “Board”), in its discretion following the Annual Meeting, to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio in the range of 1-for-10 to 1-for-50, with the exact ratio within such range to be determined by the Board in its discretion.

Also on July 18, 2024, following the Annual Meeting, the Board approved the reverse stock split at a ratio of 1-for-35 (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, every thirty five (35) shares of Common Stock issued and outstanding prior to the Effective Time (as defined below) are being automatically reclassified and combined into one (1) new share of Common Stock without any action on the part of the holders. Proportionate adjustments are also being made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company’s equity incentive plans and warrants, in accordance with their terms. The Reverse Stock Split does not decrease the number of authorized shares of Common Stock or otherwise affect the par value of the Common Stock.

No fractional shares will be issued in connection with the Reverse Stock Split. In lieu of issuing fractional shares, the Company will pay, or cause to be paid, to each stockholder who otherwise would have been entitled to a fraction of a share an amount in cash (without interest or deduction) equal to the closing price of the Common Stock on July 18, 2024, as reported on the New York Stock Exchange (the “NYSE”), multiplied by the fractional share amount.

Trading of the Common Stock on the NYSE is expected to commence on a split-adjusted basis when the market opens on July 19, 2024, under the existing trading symbol “BHIL.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 082490202.

Officer Exculpation

On July 18, 2024, at the Annual Meeting, the stockholders of the Company approved an amendment to the Certificate of Incorporation to provide for the exculpation of officers of the Company to the fullest extent permitted under Delaware law (the “Officer Exculpation Amendment”).

Certificate of Amendment and Effective Time

On July 18, 2024, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split and the Officer Exculpation Amendment. The Certificate of Amendment will become effective as of 4:01 p.m., Eastern Time, on July 18, 2024 (the “Effective Time”).

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.


Item 5.07			Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on July 18, 2024. At the Annual Meeting, there were present, in person or by proxy, 170,569,436 shares of the Company’s Common Stock or approximately 80.45% of the total outstanding shares entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. At the Annual Meeting, stockholders present voted on the following proposals and the results were as follows:


Proposal No. 1:			Election of Directors.

The Company’s stockholders elected all of the director nominees to the Board, to serve until the Company’s next annual meeting of stockholders or until their respective successors are duly elected and qualified.


Nominees	For	Against	Abstain	Broker Non-Vote
Adrienne Elsner	130,736,817	4,514,349	402,951	34,915,319
DeAnn Brunts	108,612,118	26,415,219	626,780	34,915,319
J. Stephan Dolezalek	103,638,358	31,558,487	457,272	34,915,319
Daniel Jacobi	109,125,556	26,013,436	515,125	34,915,319
Richard Mack	103,262,345	12,024,199	20,367,573	34,915,319
Molly Montgomery	108,028,377	24,677,539	2,948,201	34,915,319
Craig Rohr	118,180,425	5,526,289	11,947,403	34,915,319
Linda Whitley-Taylor	123,042,161	12,152,346	459,610	34,915,319


Proposal No. 2:			Ratification of Appointment of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.


For	Against	Abstain
164,804,842	5,473,790	290,804


Proposal No. 3:			Amendment of Certificate of Incorporation to Effect a Reverse Stock Split.

The Company’s stockholders approved the amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Common Stock at a ratio in the range of 1-for-10 to 1-for-50, with such ratio to be determined at the discretion of the Board.


For	Against	Abstain
157,816,215	12,203,795	549,426


Proposal No. 4:			Amendment of Certificate of Incorporation to Provide for Officer Exculpation.

The Company’s stockholders approved the amendment to the Company’s Second Amended and Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers as permitted by Delaware law.


For	Against	Abstain	Broker Non-Vote
129,532,125	5,476,666	645,326	34,915,319


Proposal No. 5:			Adjournment of the Annual Meeting to a Later Date.

The Company’s stockholders approved the adjournment of the Annual Meeting to a later date or dates if the Board deems it necessary or appropriate, including to solicit additional proxies in favor of the other proposals. However, such an adjournment was not necessary in light of the approval of the other proposals.


For	Against	Abstain
147,886,469	22,236,390	446,577


Item 7.01			Regulation FD Disclosure.

On July 18, 2024, the Company issued a press release regarding the Reverse Stock Split and the filing of the Certificate of Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as 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, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
3.1						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Benson Hill, Inc.
99.1						Press Release, dated July 18, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may be identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. Forward-looking statements include statements relating to management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this Current Report on Form 8-K include, among other things, statements regarding: the Reverse Stock Split and its anticipated impacts and benefits, including the expectation that it will increase the per share trading price of the Company’s common stock in a manner sufficient for the Company to regain compliance with the NYSE’s minimum share price requirement; expectations regarding the timeline to implement the Reverse Stock Split; the anticipated impact of the Reverse Stock Split on the Company’s outstanding equity awards, options and warrants; and any implication that the Company will be able to maintain compliance with the NYSE’s continued listing standards. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the risk that the Reverse Stock Split will fail to accomplish its anticipated results, including by failing to increase the per share trading price of the Company’s common stock for a sufficient period of time for the Company to regain compliance with the NYSE’s minimum share price requirement; risks that the Reverse Stock Split may not be implemented on the Company’s expected timeline; ongoing risks that Company may fail to comply with other NYSE continued listing requirements; risks relating to the proper and timely execution of the Reverse Stock Split by the Company and various third parties, including the Company’s transfer agent; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2023, which is available on the SEC's website at www.sec.gov. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any duty to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BENSON HILL, INC.

By:			/s/ Susan Keefe
			Susan Keefe
			Chief Financial Officer

Date: July 18, 2024

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

BENSON HILL, INC.

Pursuant to Section 242

of the General Corporation Law of the State of Delaware

Benson Hill, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

FIRST: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 29, 2021 (the “Charter”).

SECOND: The Board of Directors of the Corporation has duly adopted resolutions approving and declaring the following amendments to the Charter to be advisable and in the best interests of the Corporation and its stockholders.

THIRD: Section 1 of Article IV of the Charter is hereby amended to read in its entirety as follows:


“Section 1. Authorized Shares. This Corporation is authorized to issue 440,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and (ii) 1,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).

Upon the filing and effectiveness (the “Effective Time”), pursuant to the DGCL, of this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation, every ten (10) to fifty (50) shares of Common Stock, with the exact number to be determined by the Board of Directors and publicly announced by the Corporation prior to the Effective Time, issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holder thereof, be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, subject to the treatment of fractional share interests as described below.

No fractional shares shall be issued at the Effective Time. In lieu thereof, stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the New York Stock Exchange as of the date of the Effective Time, by (b) the fraction of one share owned by the stockholder.”

FOURTH: Article XIII of the Charter is hereby added in its entirety as follows:


ARTICLE XIII LIMITATION OF OFFICER LIABILITY

To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer. For purposes of this Article XIII, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL, as the same exists or may hereafter be amended. If the DGCL is hereafter amended after approval of this Article XIII by the stockholders of the Corporation to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment, modification or repeal of this Article XIII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article XIII, shall adversely affect any right or protection of an officer of the Corporation with respect to any acts or omissions of such officer occurring prior to the time of such amendment, modification, repeal or adoption.

FIFTH: This Certificate of Amendment shall become effective as of July 18, 2024 at 4:01 p.m.

SIXTH: This Certificate of Amendment has been duly adopted by the Board of Directors of the Corporation and approved by the Corporation’s stockholders in accordance with Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the 18th day of July, 2024.


BENSON HILL, INC.

/s/ Adrienne (Deanie) Elsner
Name:			Adrienne Elsner
Title:			Chief Executive Officer

Exhibit 99.1

Benson Hill Announces one-for-thirty five (1-for-35) Reverse Stock Split

ST. LOUIS, MO - July 18, 2024 - Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a seed innovation company, announced that, following stockholder approval at the Company’s annual meeting held this morning, its board of directors (the “Board”) has approved a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of one-for-thirty five (1-for-35) (the “Reverse Stock Split”). The Company anticipates that the Reverse Stock Split will take effect at 4:01 p.m. Eastern Time/3:01 p.m. Central Time today (the “Effective Time”) and will be reflected in the market at the start of trading on the New York Stock Exchange (“NYSE”) tomorrow, Friday, July 19, 2024, on a split-adjusted basis. The Company’s shares will continue to trade on the NYSE under the symbol “BHIL” under a new CUSIP number (082490202). The Company’s publicly traded warrants will continue to be traded over-the-counter under the symbol BHILW under the same CUSIP number (082490111).

The Reverse Stock Split is being implemented, in part, to enable the Company to regain compliance with the continued listing requirements of the NYSE, which require, among other things, that the average closing price of the Common Stock for any 30 consecutive trading-day period not fall below $1.00 per share.

Once the Reverse Stock Split is implemented, each thirty five (35) outstanding shares of pre-split Common Stock will be automatically combined and reclassified into one (1) share of post-split Common Stock. The Company anticipates that the Reverse Stock Split will likely increase the Common Stock’s per share stock price by roughly the same factor. Following the Effective Time, as a result of the Reverse Stock Split the total number of shares of Common Stock issued and outstanding will be reduced from approximately 213 million to approximately 6 million. The Reverse Stock Split will not change the number of authorized shares of Common Stock, the terms of the Common Stock, or the relative voting power of the Company’s stockholders. The Reverse Stock Split does not otherwise affect the Company’s business, operations, or reporting requirements with the Securities and Exchange Commission (the “SEC”).

Following the Effective Time, the number of shares of Common Stock issuable upon exercise or vesting of outstanding equity awards, options and warrants, and the per share exercise or purchase price related thereto, if any, will be equitably adjusted in accordance with the terms of such securities and applicable equity incentive plans.

All shares of Common Stock are held in uncertificated form. As a result, registered stockholders are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares through an account at a brokerage firm, bank, dealer, custodian or other similar organization acting as nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and likewise will not be required to take any action in connection with the Reverse Stock Split.

For additional information regarding the Reverse Stock Split, investors may refer to the Company’s Definitive Proxy Statement filed with the SEC on June 14, 2024, as amended or supplemented, which is available on the SEC’s website at www.sec.gov.

About Benson Hill

Benson Hill is a seed innovation company that unlocks nature’s genetic diversity in soy quality traits through a combination of its proprietary genetics, its AI-driven CropOS® technology platform, and its Crop Accelerator. Benson Hill collaborates with strategic partners to create value throughout the agribusiness supply chain to meet

the demand for better feed, food, and fuel. For more information, visit bensonhill.com or on X, formerly known as Twitter, at @bensonhillinc.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may be identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. Forward-looking statements include statements relating to management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this press release include, among other things, statements regarding: the Reverse Stock Split and its anticipated impacts and benefits, including the expectation that it will increase the per share trading price of the Company’s common stock in a manner sufficient for the Company to regain compliance with the NYSE’s minimum share price requirement; expectations regarding the timeline to implement the Reverse Stock Split; the anticipated impact of the Reverse Stock Split on the Company’s outstanding equity awards, options and warrants; and any implication that the Company will be able to maintain compliance with the NYSE’s other continued listing standards. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the risk that the Reverse Stock Split will fail to accomplish its anticipated results, including by failing to increase the per share trading price of the Company’s common stock for a sufficient period of time for the Company to regain compliance with the NYSE’s minimum share price requirement; risks that the Reverse Stock Split may not be implemented on the Company’s expected timeline; ongoing risks that Company may fail to comply with other NYSE continued listing requirements; risks relating to the proper and timely execution of the Reverse Stock Split by the Company and various third parties, including the Company’s transfer agent; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2023, which is available on the SEC's website at www.sec.gov. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any duty to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

###

Contacts

Investors: Tana Murphy: (314) 579-3184 / investors@bensonhill.com

Media: Christi Dixon: (636) 359-0797 / cdixon@bensonhill.com

Cover	Jul. 18, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 18, 2024
Entity Registrant Name	BENSON HILL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39835
Entity Tax Identification Number	85-3374823
Entity Address, Address Line One	1001 North Warson Rd, Ste 300
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63132
City Area Code	314
Local Phone Number	222-8218
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	BHIL
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Central Index Key	0001830210
Amendment Flag	false
Entity Ex Transition Period	false
Current Fiscal Year End Date	--12-31