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): ~~February~~March 1219, 2025

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.)

1200 Research Boulevard

St. Louis, Missouri 63132

(Address of principal executive offices)

(314) 222-8218

(Registrant’s telephone number, including area code)

~~1001~~Not ~~North Warson Rd., Ste. 300~~Applicable

St. Louis, Missouri 63132

(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 Nasdaq Stock Market LLC

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 1.01			Entry into a Material Definitive Agreement.

OnThe ~~February~~information ~~12,~~set ~~2025,~~forth ~~Dakota~~below ~~Dry~~under ~~Bean Inc~~Item 1.03 ~~(“Seller”), a wholly-owned indirect subsidiary~~ of ~~Benson~~this ~~Hill~~Current ~~Holdings,~~Report ~~Inc.~~on ~~(“Holdings”),~~Form 8-K ~~entered into an asset purchase agreement~~ (~~the~~ “~~APA~~Form 8-K”) ~~with~~regarding ~~Dakota Dry Bean, LLC (“Buyer”), pursuant to which, among other things, Seller agreed to sell, and Buyer agreed to purchase, substantially all of~~ the ~~assets~~DIP ~~relating~~Term toSheet ~~Seller’s pea products business for approximately $23.2 million of total gross proceeds, subject to certain adjustments, including an adjustment for inventory and other working capital~~ (~~the~~as ~~“Purchase~~defined ~~Price”~~below). ~~Holdings, a wholly owned subsidiary of Benson Hill, Inc. (the “Company”),~~ is ~~also~~incorporated aherein ~~party to the APA for the primary purpose of being subject to certain indemnification obligations and being bound~~ by ~~certain restrictive covenants (which obligations and covenants are further described below)~~reference.

~~The~~Item ~~transaction contemplated by the APA closed on February 12, 2025 (the “Closing”)~~1.03 ~~Upon~~Bankruptcy ~~Closing,~~or Receivership.

~~$2.4~~Chapter 11 million of the Purchase Price was paid by Buyer to Seller, and $2.5 million of the Purchase Price (the “Holdback”) was held back by Buyer. The Holdback may be used by the Buyer to satisfy Seller’s and Holdings’ indemnification and purchase price adjustment obligations under the APA. The Holdback, less any applicable amounts retained by Buyer under the terms of the APA or otherwise subject to an applicable unresolved claim, shall be paid to Seller following the 15-month anniversary of the Closing.Filing

InOn ~~addition~~March 20, ~~at Closing~~2025, ~~pursuant~~Benson toHill, Inc. (the ~~terms~~“Company”) ofand ~~the~~its ~~APA~~wholly-owned subsidiaries Benson Hill Fresh, ~~Buyer~~LLC, ~~paid~~Benson Hill Holdings, onInc., ~~behalf~~Benson ofHill ~~Seller~~Seeds ~~(as~~Holdings, aInc., ~~reduction~~Benson toHill ~~the~~Seeds, ~~proceeds~~Inc., ~~actually~~BHB ~~received~~Holdings, byLLC, ~~Seller)~~Benson Hill ND OldCo, ~~all~~Inc., ~~Indebtedness~~DDB Holdings, Inc., and J&J Southern Farms, Inc. (astogether ~~defined~~with inthe Company, the ~~APA~~“Debtors”), offiled ~~Seller~~voluntary ~~other~~petitions ~~than~~for ~~certain~~relief ~~Permitted~~under ~~Indebtedness~~chapter 11 of title 11 (as“Chapter 11”) ~~defined~~of inthe United States Code (the ~~APA~~“Bankruptcy Code”) toin ~~Seller’s~~the ~~lender,~~U.S. ~~First~~Bankruptcy ~~National~~Court ~~Bank~~for the District of ~~Omaha~~Delaware (the “~~FNBO~~Bankruptcy Court”)~~, of~~. ~~approximately~~The ~~$18.4~~Chapter ~~million,~~11 toproceedings ~~pay~~are ~~off~~being ~~all~~jointly ~~outstanding~~administered ~~principal,~~under ~~interest~~the caption In re Benson Hill, ~~fees~~Inc., ~~reserves~~et ~~for~~al. ~~costs~~(25-10539) ~~and~~(the ~~expenses~~“Chapter 11 ~~and~~Cases”). ~~other~~The ~~amounts~~Debtors ~~owed~~continue byto ~~Seller~~operate totheir ~~FNBO,~~businesses ~~other~~as ~~than~~“debtors-in-possession” ~~certain~~under ~~surviving~~the ~~obligations~~jurisdiction asof ~~described~~the Bankruptcy Court and in ~~Item~~accordance 1with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.~~02.~~

The ~~APA~~Debtors ~~contains~~sought ~~customary~~approval ~~indemnification~~of ~~provisions,~~a ~~pursuant~~variety toof ~~which~~“first ~~Buyer~~day” ~~indemnifies~~motions ~~and~~containing ~~holds~~customary ~~Seller~~relief ~~and~~intended ~~Holdings~~to ~~harmless~~assure ~~against~~the ~~certain~~Debtors’ ~~Losses~~ability ~~(as~~to ~~defined~~continue inits ~~the~~ordinary ~~APA)~~course ~~and~~operations ~~Seller~~on ~~and~~an ~~Holdings~~uninterrupted ~~indemnify~~basis, and ~~hold~~a ~~Buyer~~hearing ~~harmless~~on ~~against certain Losses (as defined in~~ the ~~APA).~~first-day ~~The~~motions ~~APA~~was ~~also~~held ~~contains~~on ~~customary~~March 21, ~~representations and warranties~~2025.

~~The~~Orders ~~APA~~granting ~~contains~~all ~~certain~~of ~~restrictive~~the ~~covenants~~requested ~~applicable~~“first today” ~~Seller~~relief ~~and~~were ~~Holdings,~~entered ~~including~~on ~~among other things that, (i)~~March ~~during the four-year period after the Closing~~21, ~~Seller and Holdings will not~~2025, and ~~will cause their respective controlled affiliates not to~~, ~~directly~~as ~~or indirectly, at any time solicit or induce or attempt~~ to ~~solicit~~the orfirst ~~induce~~and ~~any~~second ~~employee~~orders ofidentified ~~Buyer~~below, ~~subject to certain terms and conditions, and (ii)~~March ~~during the four-year period after the Closing~~24, ~~each~~2025. ofIncluded ~~Seller~~among ~~and Holdings will not, and will cause their respective controlled affiliates not to, participate in any business that competes with~~ the ~~Restricted~~approved ~~Business~~orders ~~(as defined in the APA) anywhere in the United States or in any other country into which products of Seller are sold or distributed, subject to certain terms and conditions.~~were:

~~The~~(1)an ~~foregoing~~order ~~description~~approving ~~of the APA does not purport to be complete and is qualified~~ debtor-in-possession ~~its~~financing ~~entirety~~on byan ~~reference~~interim tobasis ~~the~~[Dkt. 49] ~~full text of~~ (the ~~APA,~~“Interim aDIP ~~copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.~~Order”);

~~Factual~~(2)an ~~Information~~order allowing the Debtors to pay certain claims of trade creditors [Dkt. 48];

The APA has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or any of its subsidiaries or affiliates, or to modify or supplement any factual disclosures about the Company included in its public reports filed with the United States Securities and Exchange Commission (~~the “SEC”~~3).an ~~The~~order ~~APA~~authorizing ~~contains representations, warranties, and covenants of Seller and Holdings that were made only for purposes of~~ the ~~APA,~~joint asadministration of ~~specific dates, were solely for~~ the ~~benefit~~Chapter 11 ofCases ~~the parties to the APA, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made~~ for ~~the~~procedural purposes ofonly ~~allocating contractual risk~~ [Dkt. 34];

~~between~~(4)an ~~the~~order ~~parties~~authorizing to the ~~APA,~~Debtors ~~instead~~to ofredact ~~establishing~~certain ~~these~~personally ~~matters~~identifiable asinformation ~~facts,~~ and ~~may~~modifying becertain ~~subject~~notice torequirements ~~standards~~related ~~of materiality that differ from those applicable~~ to ~~investors.~~equity ~~Investors~~security ~~should~~holders ~~not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or its subsidiaries or affiliates~~[Dkt. ~~Investors should read the APA together with the other information concerning the Company that it files in reports and statements with the SEC, which are available at www.sec.gov.~~ 35];

~~Item~~(5)an ~~1.02~~order ~~Termination~~authorizing ofthe aDebtors ~~Material~~to ~~Definitive~~pay ~~Agreement~~prepetition employee wages and maintain and continue employee benefit programs [Dkt. 36];

In connection with the payoff of amounts owed by Seller to FNBO as described in Item 1.01, on February 12, 2025, the First Amended and Restated Credit Agreement, dated May 7, 2024, among Seller and FNBO (~~the “Credit Agreement”~~6),an ~~and~~order ~~related~~permitting ~~loan documents were terminated, other than certain obligations under~~ the ~~Credit~~Debtors ~~Agreement~~to ~~that~~pay ~~survive termination by the terms thereof. That~~ certain ~~letter~~prepetition oftaxes ~~credit from Seller to FNBO in the face amount of $650,000~~ and ~~related~~fees ~~obligations were not terminated and continue in accordance with their terms~~[Dkt. 37];

~~Item~~(7)an ~~2.01~~order ~~Completion~~allowing ofthe ~~Acquisition~~Debtor orto ~~Disposition~~continue ofto ~~Assets~~use its existing bank accounts and cash management system [Dkt. 38];

~~The~~(8)an ~~information~~order ~~set~~prohibiting ~~forth~~utility incompanies ~~Item 1.01~~from ~~above~~altering isor ~~incorporated~~discontinuing ~~herein~~utility byservices ~~reference~~and deeming utility companies adequately assured [Dkt. 39];

~~Item~~(9)an ~~8.01~~order ~~Other~~authorizing ~~Events~~the Debtors to maintain their insurance coverage and surety bond program [Dkt. 40]; and

~~Employee~~(10)an ~~Furloughs~~order approving Stretto, Inc. (“Stretto”) as claim and noticing agent [Dkt. 45].

AsDIP ~~part~~Term of the Company’s greater cost-reduction efforts, the Company placed 43 employees (or approximately 36% of its workforce) on furlough. During the furlough, impacted employees will not be allowed to work on Company matters and will not receive salary or wages. The Company will continue certain benefits for affected employees. The Company cannot predict the duration or extent of the furlough period. In connection with the furloughs, the Company does not estimate that it will incur material charges; however, costs that are not currently contemplated may occur as a result of the furloughs.Sheet

~~Relocation~~On March 19, 2025, the Debtors entered into a DIP Facility Commitment Term Sheet (the “DIP Term Sheet”) with S2G Investments, LLC, Expedition Ag Holdings, LLC, Steve Kahn and ProAgInvest, LLC (collectively, the “DIP Lenders”). Pursuant to the DIP Term Sheet, the DIP Lenders will provide the Debtors with a multiple draw, secured term loan facility in the aggregate principal amount of ~~Principal~~up ~~Executive~~to ~~Offices~~$11.0 million (the “DIP Facility”). The obligations under the DIP Facility will be treated as superpriority administrative claims under section 364(c)(1) of the Bankruptcy Code and will be secured by a first-priority lien on all of the Debtors’ assets, subject to specified permitted liens and a carve-out for professional and administrative fees and expenses associated with the Chapter 11 Cases. Of the aggregate $11.0 million, up to $3.0 million was made available to the Debtors upon entry of the Interim DIP Order. The remainder will be made available to the Debtors upon entry of an order of the Bankruptcy Court approving the DIP Facility on a final basis. The advances under the DIP Facility will be bear interest at a rate of 15.00% per annum, payable in kind.

~~The~~Borrowings ~~Company~~under ~~has~~the ~~relocated~~DIP ~~its~~Facility ~~principal~~are ~~executive~~subject ~~offices~~to ~~from~~an ~~1001~~agreed ~~North~~upon ~~Warson~~budget ~~Road,~~and ~~Ste.~~the ~~300,~~satisfaction ~~St.~~of ~~Louis,~~specified ~~Missouri,~~milestones ~~63132~~and will be used for (i) costs and fees related to ~~1200~~conducting ~~Research~~a ~~Boulevard~~sale process and transaction under section 363 (“Section 363 Transaction”) of the Bankruptcy Code, Stand (ii) the Company’s going-concern operating costs through consummation of the Section 363 Transaction. ~~Louis,~~The ~~Missouri,~~DIP ~~63132~~Term Sheet provides that the DIP Lenders will be granted the right of first refusal to act as a stalking horse bidder and authorized to credit bid the full amount of outstanding obligations under the DIP Facility for the purchase of substantially all of the Company’s assets through the Section 363 Transaction.

This description of the DIP Term Sheet is qualified in its entirety by reference to the full text of the DIP Term Sheet, a copy of which is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.


Item 2.03			Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.03 of this Form 8-K regarding the DIP Facility is incorporated herein by reference.


Item 2.05			Costs Associated With Exit or Disposal Activities.

In connection with the Chapter 11 Cases, the Company has terminated, and may continue to terminate, certain employees as a means of cost reduction. As disclosed below under

Item 5.02, the Company has terminated the employment of three of its executive officers. The Company also has initiated other reductions in force, and will continue to assess whether additional employee terminations are advisable. At this time, the Company expects that the aggregate costs related to such terminations will be approximately $1.7 million.


Item 2.06			Material Impairments.

There is significant uncertainty regarding the Company’s ability to realize value for certain of its assets. This uncertainty will result in the Company reducing the useful life of its assets, impairments and reserves and other charges to adjust the carrying value of a significant proportion of its assets. Until such time as the Company completes its accounting procedures for the applicable periods, the amount of the impairments, reserves, charges and any other adjustments cannot be determined, though such aggregate amount is likely to be significant. Any estimate of the carrying value of the Company’s assets may be materially different from what it may be able to realize, if at all, through the sale process conducted as part of the Chapter 11 Cases.


Item 3.01			Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 20, 2025, the Company was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq had determined to delist the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Nasdaq reached its decision pursuant to Nasdaq Listing Rules 5101 5110(b), and IM-5101-1, as a result of the Company’s Chapter 11 filing. The Company does not intend to appeal this determination.

Trading of the Company’s Common Stock will be suspended at the opening of business on March 27, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s Common Stock from listing and registration on Nasdaq.


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 19, 2025, immediately following a meeting of the Board of Directors of the Company on the same day (the “March 19 Board Meeting”), the employment of each of Adrienne “Deanie” Elsner, Chief Executive Officer, Susan Keefe, Chief Financial Officer, and Jason Bull, Chief Technology Officer, was terminated without cause.

Effective March 19, 2025, immediately following the March 19 Board Meeting, the Company appointed Daniel Cosgrove, previously Chief Administrative Officer and General Counsel, to serve as the Company’s interim Chief Executive Officer, General Counsel and Secretary of the Company. Mr. Cosgrove and the Company entered into an Interim Executive Employment Agreement (the “Employment Agreement”), dated as of March 19, 2025, related to

Mr. Cosgrove’s position as Interim Chief Executive Officer. The Employment Agreement will remain in effect until the Company’s exit from bankruptcy and the appointment of a permanent Chief Executive Officer, subject to earlier termination as set forth therein. Under the Employment Agreement, the Company will pay Mr. Cosgrove an annual base salary of $500,000, and he will be entitled to continue to participate in the Company’s employee benefit plans, practices and programs. This description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.2 and is incorporated herein by reference.

The Board of Directors of the Company has approved a Key Employee Incentive Plan (the “KEIP”), designed to provide incentive payments to certain employees of the Company to encourage the achievement of certain milestones in anticipation of, and during, the Chapter 11 Cases. Pursuant to the KEIP, prior to their terminations as described above, Ms. Elsner, Ms. Keefe and Mr. Bull received payments of $140,000, $80,000 and $60,000, respectively, under the KEIP as a result of the Company having obtained the commitments of the DIP Lenders under the DIP Term Sheet. As a result of their terminations, Ms. Elsner, Ms. Keefe and Mr. Bull are not eligible to receive any further payments under the KEIP. Mr. Cosgrove is eligible to receive up to an aggregate of $140,000 in payments under the KEIP, subject to the achievement of specified milestones and Bankruptcy Court approval. This description of the KEIP is qualified in its entirety by reference to the full text of the KEIP, a copy of which is attached to this Form 8-K as Exhibit 10.3 and is incorporated herein by reference.


Item 7.01			Regulation FD Disclosure.

Press Release

On March 20, 2025, the Company issued a press release announcing the filing of the Chapter 11 Petitions, and on March 25, 2025, the Company issued a press release announcing the orders granting the “first day” relief. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Additional Information on the Chapter 11 Cases

Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Debtors’ claims agent Stretto at https://cases.stretto.com/bensonhill. The documents and other information available via this website or elsewhere are not part of this Form 8-K and shall not be deemed incorporated herein.

The information in this Item 7.01 of this Form 8-K and in Exhibits 99.1 and 99.2 attached hereto 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 the liabilities of 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 (the “Securities Act”), or the Exchange Act, except as set forth by specific reference in such a filing.

Cautionary Note Regarding Trading in Company Securities

The Company cautions that trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. In particular, the Company expects that its security holders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

Forward-Looking Statements

This Form 8-K contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. 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. Among those risks, uncertainties and other factors are: (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions or other requests made to the Bankruptcy Court in the Chapter 11 process, including maintaining strategic control as a debtor-in-possession; (ii) the ability of the Company to negotiate and consummate a sale transaction; (iii) the effects of the Chapter 11 filing on the Company and on the interests of various constituents, including holders of the Company’s common stock; (iv) Bankruptcy Court rulings in the Chapter 11 process in general; (v) the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings; (vi) risks associated with third party motions in the Chapter 11 process, which may interfere with the Company’s ability to negotiate and consummate a sale transaction; (vii) the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations; (viii) increased advisory costs during the pendency of the proceedings; (ix) the impact of the Nasdaq delisting on the price and trading market of the Company’s common stock; and (x) other factors disclosed by the Company from time to time in its filings with the Securities and Exchange Commission, including those set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its Quarterly Reports, which are 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.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1†						Asset Purchase Agreement by and among Dakota Dry Bean Inc., Benson Hill Holdings, Inc., and Dakota Dry Bean, LLC, dated as of February 12, 2025
10.1						DIP Facility Commitment Term Sheet, dated March 19, 2025, by and between the Debtors and the DIP Lenders
10.2						Employment Agreement, dated as of March 19, 2025, by and between Daniel Cosgrove and Benson Hill, Inc.
10.3						Key Employee Incentive Plan
99.1						Press Release issued March 20, 2025
99.2						Press Release issued March 25, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Portions of this exhibit have been omitted in compliance with Regulation S-K Items 601(a)(5) and 601(b)(1)(iv). The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this 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. These 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. These forward-looking statements include, among other things, statements regarding: plans related to, and potential effects of, furloughing employees; the Company’s strategic initiatives, including to consolidate operations, reduce costs, and enhance organizational efficiency, including expectations related to the recent relocation of its principal executive office; the Company’s progress toward an asset-light business model, and the anticipated pace of such transition; the Company’s financial and operating performance during its business transition; the Company’s cost-cutting measures and other cost-saving initiatives, actions to implement such initiatives, and the anticipated benefits of and timeline to implement such initiatives; anticipated or expected payments or other events following the Closing under the APA; and any financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: risks associated with the Company’s ability to generally execute on its business strategy, including its transition to an asset-light business model in a timely manner with sufficient liquidity; risks relating to acreage acquisition; risks associated with developing and maintaining partnering and licensing relationships in an asset-light business model, and maintaining relationships with customers and suppliers; risks associated with realizing the anticipated advantages of the Company’s seed innovations and products; the risk that the Company will not realize the anticipated benefits of its divestitures; risks associated with the loss of revenues from the Company’s divestitures; risks associated with growing and managing capital resources; risks associated with changing industry conditions and consumer preferences; risks associated with the Company’s cost-cutting measures and other cost-saving initiatives, actions to implement such initiatives, and the anticipated benefits of and timeline to implement such initiatives; risks related to potential liabilities related to the lease and other contractual commitments associated with the Prior Location; liquidity and other risks relating to the Company’s ability to continue as a going concern; risks relating to the failure to raise additional financing to satisfy the Company’s cash needs; risks relating to maintaining key employee, customer, partner and supplier relationships; risks relating to the Company’s exploration of strategic alternatives; risks associated with the failure to realize the anticipated commercial or nutritional benefits of the Company’s UHP-LO soybeans; risks that the benefits validated by recent trials may not be able to be repeated or improved upon in the future; risks associated with the accuracy and repeatability of feeding trials generally; risks associated with the effects of global and regional economic, agricultural, financial and commodities market, political, social and health conditions; the effectiveness of the Company’s risk management strategies; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the SEC, which are available on the SEC’s website at www.sec.gov. The Company can make no assurances that it will be able to raise additional financing, improve its liquidity position, or continue as a going concern. Nothing in this Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. 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, 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~~Daniel ~~Keefe~~Cosgrove Name: ~~Susan~~Daniel ~~Keefe~~Cosgrove Title: Interim Chief ~~Financial~~Executive Officer

Date: ~~February 12~~March 25, 2025

Filing Compare · Benson Hill, Inc.