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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Benson Hill, Inc. - Equity Warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 3, 2025 |
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): September 2, 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 Fil |
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| September 3, 2025 |
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Benson Hill, Inc., et al., Debtors.1 Chapter 11 Case No. 25-10539 (TMH) (Jointly Administered) Objection Deadline: September 16, 2025, at 4:00 p.m. (ET) Hearing Date: September 23, 2025, at 2:00 p.m. (ET) NOTICE OF MOTION TO: (I) THE OFFICE OF THE UNITED STATES TRUSTEE FOR THE DISTRICT OF DELAWARE; (II) THE OFFI |
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| May 27, 2025 |
INDEPENDENT CONTRACTOR AGREEMENT Exhibit 10.1 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (“Agreement”) is entered into between Daniel J. Cosgrove (“Contractor”) and Benson Hill, Inc. (“Company”). The Company, along with its affiliated entities, each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”) before the Unit |
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| May 27, 2025 |
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): May 20, 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 Num |
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| May 27, 2025 |
Exhibit 2.1 CONFIDENTIAL ASSET PURCHASE AGREEMENT by and among EXPEDITION AG HOLDINGS, LLC, S2G BUILDERS FOOD & AGRICULTURE FUND III, LP, PROAGINVEST, LLC, STEVE KAHN, BENSON HILL, INC., BENSON HILL HOLDINGS, INC., BENSON HILL FRESH, LLC, BENSON HILL SEEDS HOLDING, INC., BENSON HILL SEEDS, INC., BHB HOLDINGS, LLC, and J&J SOUTHERN FARMS, INC. Dated as of May 20, 2025 TABLE OF CONTENTS Article I PU |
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| May 27, 2025 |
Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF BENSON HILL, INC. (As Amended May 22, 2025) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Benson Hill, Inc. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation. References in these bylaws to the certificate of incorporation, as the same shall be amended and/or restated from time |
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| March 25, 2025 |
Benson Hill Files Voluntary Chapter 11 Petitions Exhibit 99.1 Benson Hill Files Voluntary Chapter 11 Petitions •Debtor-in-Possession Financing Secured to Support Ongoing Operations and Chapter 11 Process. •Company Filed a Variety of First-Day Motions, Subject to Court Approval. ST. LOUIS, MO – March 20, 2025 - Benson Hill, Inc. (Nasdaq: BHIL, “Benson Hill”), a seed innovation company, today announced that it and its subsidiaries (collectively, t |
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| March 25, 2025 |
Benson Hill, Inc. and Benson Hill Seeds, Inc. Key Employee Incentive Plan March 11, 2025 Certain identified information has been excluded because it is both not material and is the type that the registrant treats as private or confidential. |
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| March 25, 2025 |
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): March 19, 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 N |
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| March 25, 2025 |
DIP FACILITY COMMITMENT TERM SHEET March 19, 2025 Exhibit 10.1 DIP FACILITY COMMITMENT TERM SHEET March 19, 2025 This term sheet (the “DIP Term Sheet”) describes the principal terms and conditions of a debtor-in-possession loan (the “DIP Facility”) to be made available to Benson Hill, Inc. and its affiliated entities (collectively, the “Company” or “Debtors”) as a secured first-priority debtor in possession financing. The DIP Facility would be us |
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| March 25, 2025 |
INTERIM EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.2 INTERIM EXECUTIVE EMPLOYMENT AGREEMENT This Interim Executive Employment Agreement (the “Agreement”) is made and entered into as of March 19, 2025 (the “Effective Date”), by and between DANIEL COSGROVE (“Executive”) and BENSON HILL, INC., a Delaware corporation (the “Company”). WHEREAS, the Company desires to employ Executive on the terms and conditions set forth in this Agreement; an |
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| March 25, 2025 |
Exhibit 99.2 Benson Hill Receives Court Approval of First-Day Motions to Support Ongoing Operations During Chapter 11 Process •Operations will continue as normal for the Company during the transitional period. •Employee wages and benefits will be paid following DIP financing approval. •Court authorizes vendor payments and critical operational support. ST. LOUIS, MO – March 25, 2025 - Benson Hill, |
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| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q For the Transition Period |
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| February 13, 2025 |
Certain identified information has been excluded because it is both not material and is the type that the registrant treats as private or confidential. |
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| February 13, 2025 |
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 12, 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 Fil |
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| November 12, 2024 |
Exhibit 10.1 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT 2024 DIRECTOR AWARD This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective July 18, 2024 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursu |
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| November 12, 2024 |
Fourth Amendment to Sublease Agreement, dated as of October 25, 2024, as amended, by and between Exhibit 10.2 FOURTH AMENDMENT TO SUBLEASE THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of October 25, 2024, by and between 1001 WARSON PROPERTY OWNER, LLC, a Delaware limited liability company (“Landlord”), and BENSON HILL HOLDINGS, INC. (f/k/a Benson Hill, Inc.), a Delaware corporation (“Tenant”). R E C I T A L S: A. Landlord and Tenant entered into that certain Sublease d |
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| November 12, 2024 |
Benson Hill Announces Third Quarter Financial Results and Strategic Progress Exhibit 99.1 Benson Hill Announces Third Quarter Financial Results and Strategic Progress •Third quarter revenues of approximately $34.1 million, an increase compared to $23.5 million in the same period of 2023, reflect residual grain sales in the Company’s transition to a licensing business model. •Net loss from continuing operations, net of income taxes, was $21.9 million in the quarter. Adjuste |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 12, 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 Fil |
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| November 12, 2024 |
SHAREHOLDER LETTER Q3 2024 | NOVEMBER 12, 2024 Exhibit 99.2 SHAREHOLDER LETTER Q3 2024 | 2 To Our Shareholders, We knew 2024 would be a transition year for Benson Hill. Moving from a closed-loop business model required the divestiture of soy processing assets, the retirement of debt, and the sell-through of the soybeans that we harvested in 2023 to buyers in 2024. The stand-up of our new asset-lig |
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| November 8, 2024 |
BHIL / Benson Hill, Inc. / GV 2017, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Benson Hill, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 082490202 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| October 16, 2024 |
BHIL / Benson Hill, Inc. / iSelect Fund Management, LLC Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Benson Hill, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 082490202 (CUSIP Number) Michael Kime 5000 Washington Place, Suite 200 St. Louis, Missouri 63108 (314) 422-3388 (Name, |
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| October 16, 2024 |
BHIL / Benson Hill, Inc. / Grosvenor Food & AgTech Ltd - SC 13D/A Activist Investment SC 13D/A 1 tm2425875d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Benson Hill, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 082490202 (CUSIP Number) J. Stephan Dolezalek Grosvenor Food & AgTech Limited 3000 El Camino Real, Build |
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| October 15, 2024 |
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): October 13, 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 |
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| September 27, 2024 |
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): September 26, 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 Fi |
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| September 9, 2024 |
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): September 9, 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 Fil |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Benson Hill, Inc. |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39835 BENSON HILL, INC. |
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| August 13, 2024 |
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): August 13, 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 |
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| August 13, 2024 |
Benson Hill Announces Listing Transfer to The Nasdaq Stock Market LLC Exhibit 99.1 Benson Hill Announces Listing Transfer to The Nasdaq Stock Market LLC ST. LOUIS, MO – Aug. 13, 2024 - Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a seed innovation company, announced today that it will transfer its stock exchange listing to The Nasdaq Stock Market LLC (“Nasdaq”) from the New York Stock Exchange, effective Aug. 23, 2024, after market close. The Comp |
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| August 8, 2024 |
ign On Award for Daniel J. Cosgrove, granted under the EX-10.1 2 ex101formofbhil-cosgrovers.htm EX-10.1 FORM OF RSU AGREEMENT-COSGROVE SIGN ON AWARD Exhibit 10.1 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT SIGN ON GRANT This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective April 15, 2024 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 8, 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 N |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 8, 2024 |
SHAREHOLDER LETTER Q2 2024 | AUGUST 8, 2024 Exhibit 99.2 SHAREHOLDER LETTER Q2 2024 | 2 To Our Shareholders, I am happy to provide our Q2 Earnings report and an update on progress as we transform Benson Hill from an asset-heavy, closed-loop business model to a more agile and scalable asset-light licensing business model. In the first six months of 2024, Benson Hill further solidified its position |
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| August 8, 2024 |
Benson Hill Announces Second Quarter Financial Results Exhibit 99.1 Benson Hill Announces Second Quarter Financial Results •Second quarter revenues of approximately $33.8 million, an increase compared to $23.5 million in the same period of 2023, reflect the Company’s ongoing transition to an asset-light business model. •Net loss from continuing operations, net of income taxes, was $18 million in the quarter, an improvement of $18.5 million in reported |
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| July 18, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 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 Certif |
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| July 18, 2024 |
Benson Hill Announces one-for-thirty five (1-for-35) Reverse Stock Split 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 comm |
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| July 18, 2024 |
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 Nu |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| July 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| June 27, 2024 |
Exhibit 99.1 Benson Hill Confirms Receipt of Preliminary, Non-Binding Indication of Interest from Argonautic ST. LOUIS, MO – June 27, 2024 - Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a seed innovation company, today confirmed that it has received a preliminary, non-binding indication of interest from Argonautic Ventures Master SPC (“Argonautic”), on behalf of itself and other |
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| June 27, 2024 |
EX-99.2 2 ex99-2.htm Exhibit 99.2 Argonautic Ventures Master SPC (“Argonautic”), for itself and on behalf of certain co-investors (collectively the “Investor Group”), who have or will invest in a to-be-established acquisition vehicle (the “Acquisition Vehicle”), is pleased to submit this preliminary non-binding proposal to acquire all outstanding shares of common stock (the “Shares”) of Benson Hil |
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| June 27, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 27, 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 Nu |
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| June 27, 2024 |
BHIL / Benson Hill, Inc. / iSelect Fund Management, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Benson Hill, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 082490103 (CUSIP Number) Michael Kime 5000 Washington Place, Suite 200 St. Louis, Missouri 63108 (314) 422-3388 (Name, Address and Telephone Num |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K To Our Shareholders, It has been an incredible year of transformation at Benson Hill. |
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| June 5, 2024 |
BHIL / Benson Hill, Inc. / iSelect Fund Management, LLC Activist Investment SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Benson Hill, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 082490103 (CUSIP Number) Michael Kime 5000 Washington Place, Suite 200 St. Louis, Missouri 63108 (314) 422-3388 (Name, Address and Telephone |
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| June 5, 2024 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Benson Hill, Inc. and further agree to the filing of this agreement as an Exhibit thereto. The under |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| May 31, 2024 |
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): May 31, 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 Num |
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| May 9, 2024 |
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): May 7, 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 Numb |
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| May 9, 2024 |
Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. DOUBLE ASTERISKS DENOTE OMISSIONS. FIRST AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (as the same may from time to time be amended, restated, modified |
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| May 9, 2024 |
, 2024, by and between Benson Hill, Inc. and Yevgeny Fundler Exhibit 10.2 SEPARATION AGREEMENT This Separation Agreement (“Agreement”) is made by and between Yevgeny Fundler (“EMPLOYEE”) and Benson Hill Holdings, Inc. (“EMPLOYER”). The terms of this Agreement are as follows: A.EMPLOYEE has been employed by EMPLOYER at-will; B.The parties desire to mutually terminate their employment relationship, effective May 10, 2024 (the “Separation Date”) under circumst |
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| May 9, 2024 |
SHAREHOLDER LETTER Q1 2024 | MAY 9, 2024 Exhibit 99.2 SHAREHOLDER LETTER Q1 2024 | 2 To Our Shareholders, I am pleased to share an update on Benson Hill’s progress and strategic focus for Q1 of 2024. As we communicated previously, 2024 represents a year of transition for Benson Hill while we evolve our business from an asset-heavy, closed-loop model to an asset-light, licensing and partnership mod |
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| May 9, 2024 |
, 2024, by and between Benson Hill, Inc. and Daniel J. Cosgrove Exhibit 10.4 April 11, 2024 Dear Daniel Cosgrove, Benson Hill Holdings, Inc. (the “Company”), a Delaware corporation, is pleased to formally extend you a confidential offer of employment as our Chief Administrative Officer. You will report directly to Adrienne Elsner, Chief Executive Officer. Your first day of employment is targeted to be on or before April 15, 2024. This date will be finalized up |
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| May 9, 2024 |
Form of Release Agreement by and between Yevgeny Fundler and Benson Hill, Inc. Exhibit 10.3 RELEASE AGREEMENT This Release Agreement (“Agreement”) is made by and between Yevgeny Fundler (“EMPLOYEE”) and Benson Hill Holdings, Inc. (“EMPLOYER”). The terms of this Agreement are as follows: A.EMPLOYEE has been employed by EMPLOYER at-will; B.EMPLOYEE and EMPLOYER mutually agreed to terminate their employment relationship effective May 10, 2024 (“Separation Date”) pursuant to tha |
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| May 9, 2024 |
Exhibit 10.7 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT SPECIAL EQUITY AWARD This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective April 25, 2024 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pur |
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| May 9, 2024 |
Benson Hill Transitions to Licensing Model, Improves Financial Profile in First Quarter Exhibit 99.1 FOR IMMEDIATE RELEASE Benson Hill Transitions to Licensing Model, Improves Financial Profile in First Quarter •Reported revenues for the quarter were approximately $21.1 million, excluding results of the divested processing assets, as the business transitions to an asset-light licensing model. •Business transition execution led to improved gross profit and reduced operating expenses, |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 9, 2024 |
Benson Hill, Inc. Restricted Stock Unit Agreement—Special Equity Award, dated March Exhibit 10.6 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT SPECIAL EQUITY AWARD This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective March 29, 2024 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pur |
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| May 9, 2024 |
Form of Indemnity Agreement for Directors and Officers Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , by and between Benson Hill, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or |
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| May 6, 2024 |
EX-99.A EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock of Benson Hill, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed by Builders Vision, |
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| May 6, 2024 |
BHIL / Benson Hill, Inc. / S2G Advisors, LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Benson Hill, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 082490103 (CUSIP Number) April 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate th |
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| April 26, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| March 15, 2024 |
Benson Hill, Inc. Policy on Recoupment of Incentive Compensation, effective November 7, 2023. Exhibit 97.1 POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION OF BENSON HILL, INC. As adopted by the Compensation Committee of the Board of Directors Effective November 7, 2023 (the “Effective Date”) Purpose The purpose of this policy is to set forth the procedures established by the Benson Hill, Inc. (the “Company”) Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) fo |
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| March 15, 2024 |
Exhibit 10.30 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT 2023 ANNUAL LTIP AWARD This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective March 16, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) |
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| March 15, 2024 |
Exhibit 10.33 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT 2023 DIRECTOR AWARD This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective August 11, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pu |
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| March 15, 2024 |
Exhibit 10.10 SEVERANCE AGREEMENT AND RELEASE This Severance Agreement and Release (“Agreement”) is made by and between Bruce Bennett (“EMPLOYEE”) and Benson Hill Holdings, Inc. (“EMPLOYER”). The terms of this Agreement are as follows: A.EMPLOYEE has been employed by EMPLOYER pursuant to that certain Executive Employment Agreement, dated September 29, 2021 (the “Employment Agreement”); B.The parti |
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| March 15, 2024 |
Benson Hill, Inc. Executive Severance Plan, as amended, effective November 1, 2023. Exhibit 10.18 BENSON HILL, INC. EXECUTIVE SEVERANCE PLAN ARTICLE I — PURPOSE The purpose of the Benson Hill, Inc. Executive Severance Plan (the “Plan”) is to provide severance pay and benefits to Participants whose employment with Benson Hill, Inc. (“Benson Hill” or the “Company”) and its Affiliates and/or Subsidiaries (together with the Company, “Benson Hill”) is terminated under certain circumst |
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| March 15, 2024 |
Exhibit 4.11 BENSON HILL, INC. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Benson Hill, Inc. is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to Benson Hill, Inc.’s Second Amended and Restated Certificate of Incorporation (the “Charter”), Benson Hill, Inc.’s Second Amended and Res |
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| March 15, 2024 |
Exhibit 10.31 FORM OF BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT STRATEGIC PERFORMANCE AWARD This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective December 21, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Pl |
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| March 15, 2024 |
Exhibit 10.34 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT 2023 DIRECTOR AWARD This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective June 16, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) purs |
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| March 15, 2024 |
Exhibit 10.28 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT 2023 ANNUAL LTIP AWARD This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective March 16, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) |
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| March 15, 2024 |
Exhibit 10.29 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT 2023 ANNUAL LTIP AWARD This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective March 16, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and MATTHEW CRISP (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of R |
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| March 15, 2024 |
Exhibit 10.41 THIRTEENTH AMENDMENT TO CREDIT AGREEMENT THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Thirteenth Amendment”) is dated this 1st day of November, 2023 by and among DAKOTA DRY BEAN INC., a North Dakota corporation (together with its successors and assigns, the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (together with its successors and assigns, |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-398 |
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| March 15, 2024 |
Exhibit 10.32 FORM OF BENSON HILL, INC. RESTRICTED SHARE AWARD AGREEMENT STRATEGIC PERFORMANCE AWARD This Restricted Share Award Agreement (this “Agreement”) is made and entered into effective December 21, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive |
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| March 15, 2024 |
Subsidiaries of Benson Hill, Inc. Exhibit 21.1 BENSON HILL, INC. SUBSIDIARIES OF REGISTRANT The Registrant, Benson Hill, Inc., a Delaware corporation, has no parent The following are subsidiaries of the Registrant (as of December 31, 2023) Subsidiary Name Country or State of Incorporation Benson Hill Biosystem do Brasil—Inovacao Tecnologica LTDA Brazil Benson Hill Fresh, LLC Delaware Benson Hill Holdings, Inc. Delaware Benson Hill |
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| March 15, 2024 |
Exhibit 10.42 FOURTEENTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Fourteenth Amendment”) is dated this 7th day of March, 2024 by and among DAKOTA DRY BEAN INC., a North Dakota corporation (together with its successors and assigns, the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (together with its successors and assigns, th |
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| March 14, 2024 |
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): March 14, 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 N |
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| March 14, 2024 |
Benson Hill Reports Solid Full-Year 2023 Financial Results, Strengthens Balance Sheet Exhibit 99.1 Benson Hill Reports Solid Full-Year 2023 Financial Results, Strengthens Balance Sheet •The Company fully retired its senior convertible debt in February 2024 after paying down approximately 50 percent in November 2023. •The Company ended the year with $48.9 million in cash and marketable securities. •Reported revenues increased 24 percent to $473.3 million. •Reported gross profit incr |
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| March 14, 2024 |
ex9924q2023earningsprese CONFIDENTIAL 2023 EARNINGS PRESENTATION MARCH 14 , 2024 Exhibit 99. |
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| February 14, 2024 |
and Benson Hill, Inc. (incorporated by reference to Exhibit 10. Exhibit 10.4 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) is entered into as of February 13, 2024 and effective as of March 29, 2024, by and between SUSAN KEEFE (“Executive”) and BENSON HILL, INC., a Delaware corporation (the “Company”). WHEREAS, the Company desires to employ Executive on the terms and conditions set forth in this Agreement; and WHEREAS, Exe |
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| February 14, 2024 |
Form of Release Agreement by and between Dean Freeman and Benson Hill, Inc. Exhibit 10.3 RELEASE AGREEMENT This Release Agreement (“Agreement”) is made by and between Dean Freeman (“EMPLOYEE”) and Benson Hill Holdings, Inc. (“EMPLOYER”). The terms of this Agreement are as follows: A.EMPLOYEE has been employed by EMPLOYER pursuant to that certain Executive Employment Agreement, dated on or about March 17, 2022 (the “Employment Agreement”); B.EMPLOYEE and EMPLOYER agreed to |
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| February 14, 2024 |
UNAUDITED PRO FORMA FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA FINANCIAL INFORMATION On February 13, 2024, DDB Holdings, Inc. (the “DDB”), an indirect wholly-owned subsidiary of Benson Hill, Inc. (the “Company”) (and for limited purposes only, Benson Hill Holdings, Inc., a direct wholly-owned subsidiary of the Company), entered into a Membership Interest Purchase Agreement (the “MIPA”) with White River Creston, LLC (the “Purch |
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| February 14, 2024 |
, 2024, by and between Dean Freeman and Benson Hill, Inc. Exhibit 10.2 SEPARATION AGREEMENT This Separation Agreement (“Agreement”) is made by and between Dean Freeman (“EMPLOYEE”) and Benson Hill Holdings, Inc. (“EMPLOYER”). The terms of this Agreement are as follows: A. EMPLOYEE has been employed by EMPLOYER pursuant to that certain Executive Employment Agreement, dated on or about March 17, 2022 (the “Employment Agreement”); B. The parties desire to m |
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| February 14, 2024 |
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 13, 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 Fil |
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| February 14, 2024 |
Exhibit 99.2 Benson Hill Announces Chief Financial Officer Transition Life sciences veteran Susan Keefe appointed CFO effective March 29, 2024 ST. LOUIS, MO – Feb. 14, 2024 – Benson Hill, Inc. (NYSE: BHIL), an ag tech company unlocking the natural genetic diversity of plants, today announced that Susan Keefe has been appointed Chief Financial Officer, effective March 29, 2024. Keefe succeeds Dean |
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| February 14, 2024 |
13, 2024, by and between DDB Holdings, Inc., Benson Hill Holdings, Inc. and White River Creston, LLC Certain identified information has been excluded because it is both not material and is the type that the registrant treats as private or confidential. |
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| February 14, 2024 |
Exhibit 99.1 Benson Hill Successfully Retires Term Loan Facility, Divests Iowa Processing Operation For $72 Million •Company fully retires high-interest, senior convertible debt earlier than planned. •Company sells Creston, Iowa, processing business for gross proceeds of $72 million1 to White River Soy Processing, strengthening its balance sheet. •Management reiterates focus on seed innovations ba |
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| February 13, 2024 |
BHIL / Benson Hill, Inc. / S2G Advisors, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Benson Hill, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 082490103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate th |
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| January 29, 2024 |
BHIL / Benson Hill, Inc. / Grosvenor Food & AgTech Ltd - SC 13D Activist Investment SC 13D 1 tm244318d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Benson Hill, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 082490103 (CUSIP Number) J. Stephan Dolezalek Grosvenor Food & AgTech Limited 3000 El Camino Real, Building 4, |
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| January 29, 2024 |
EX-99.F 2 tm244318d1ex99-f.htm EXHIBIT F Exhibit F Accommodation Agreement This Accommodation Agreement, dated as of December 31, 2022 (this “Agreement”), is entered into by and between Grosvenor Food & AgTech U.S. Inc. (together with its affiliates, “Grosvenor”), and J. Stephan Dolezalek (“Mr. Dolezalek”, the “Parties”, and each, a “Party”). Background WHEREAS, Mr. Dolezalek is a non-employee dir |
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| January 5, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11. |
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| December 22, 2023 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is made and entered into as of December 22, 2023 (the “Effective Date”), by and between ADRIENNE ELSNER (“Executive”) and BENSON HILL, INC., a Delaware corporation (the “Company”). WHEREAS, the Company and Executive previously entered into an Interim Employment Agreement dated June 16, 2023 (the “Inte |
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| December 22, 2023 |
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): December 21, 2023 BENSON HILL, INC. (Exact name of registrant as specified in its charter) Delaware 001-39835 85-3374823 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 20, 2023 |
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): December 18, 2023 BENSON HILL, INC. (Exact name of registrant as specified in its charter) Delaware 001-39835 85-3374823 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 9, 2023 |
NOVEMBER 9, 2023 THIRD QUARTER EARNINGS UPDATE Exhibit 99.2 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this presentation 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 |
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| November 9, 2023 |
Exhibit 4.1 FORM OF BENSON HILL, INC. OMNIBUS AMENDMENT TO AMENDED AND RESTATED STOCK PURCHASE WARRANTS This Omnibus Amendment (the “Omnibus Amendment”), made and entered into effective as of , 2023 (the “Amendment Effective Date”), by Benson Hill, Inc., a Delaware corporation (the “Company”), in favor of each of Avenue Venture Opportunities Fund, L.P., a Delaware limited partnership, Avenue Ventu |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 9, 2023 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 |
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| November 9, 2023 |
Exhibit 99.1 Benson Hill Announces Third Quarter 2023 Financial Results, Improves 2023 Outlook, and Pays Down Debt •Reported revenues decreased 8 percent year-over-year to approximately $113.1 million. Proprietary revenues increased by 27 percent year-over-year. •Reported gross profit was $4.1 million (gross loss of $0.2 million when excluding an approximate $4.3 million impact from open mark-to-m |
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| October 31, 2023 |
Exhibit 99.1 Benson Hill Transfers Ownership of its Seymour, Indiana, Crush Facility to White River Soy Processing with $36 Million Asset Purchase Agreement Proceeds will deliver on a pillar of the Company’s Liquidity Improvement Plan ST. LOUIS, MO – Oct. 31, 2023 – Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food tech company unlocking the natural genetic diversity of plants |
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| October 31, 2023 |
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): October 31, 2023 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 |
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| October 31, 2023 |
Exhibit 10.1 1 Certain identified information has been excluded because it is both not material and is the type that the registrant treats as private or confidential. These redacted terms have been marked in this exhibit at the appropriate places with the three asterisks [***]. ASSET PURCHASE AGREEMENT BY AND BETWEEN WHITE RIVER SOY PROCESSING, LLC AND BENSON HILL INGREDIENTS, LLC DATED AS OF Octo |
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| October 31, 2023 |
exhibit993investorpresen OCTOBER 31, 2023 INVESTOR UPDATE Exhibit 99.3 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this presentation 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 relat |
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| October 31, 2023 |
Exhibit 99.2 Benson Hill Takes Steps to Strengthen Financial Position and Accelerate Shift to Asset-Light Model Focused on Animal Feed Markets •Expanded Liquidity Improvement Plan includes planned divestitures of processing facilities to enable an asset-light business model •Management has already secured nearly 50% of the cash needed to retire senior term debt •Commercially available proprietary |
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| October 31, 2023 |
Exhibit 10.2 1 FOURTH AMENDMENT TO LOAN DOCUMENTS THIS FOURTH AMENDMENT TO LOAN DOCUMENTS (the “Fourth Amendment”), is made and entered into as of October 31, 2023 (the “Fourth Amendment Effective Date”), by and among (1) Benson Hill, Inc., a Delaware corporation (the “Parent”), Benson Hill Holdings, Inc., a Delaware corporation (“BH Holdings”), BHB Holdings, LLC, a North Carolina limited liabilit |
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| September 15, 2023 |
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): September 13, 2023 BENSON HILL, INC. (Exact name of registrant as specified in its charter) Delaware 001-39835 85-3374823 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 15, 2023 |
Exhibit 99.1 Benson Hill Receives Continued Listing Standard Notice From NYSE The Company intends to cure the deficiency and return to compliance with NYSE listing standards. ST. LOUIS, MO – Sept. 15, 2023 - Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food tech company unlocking the natural genetic diversity of plants, today announced that on Sept. 13, 2023, it received a not |
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| August 15, 2023 |
Submission of Matters to a Vote of Security Holders 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): August 11, 2023 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 |
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| August 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 9, 2023 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 N |
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| August 9, 2023 |
Exhibit 10.5 TWELFTH AMENDMENT TO CREDIT AGREEMENT THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Twelfth Amendment”) is dated this 29 day of June, 2023 by and among DAKOTA DRY BEAN INC., a North Dakota corporation (together with its successors and assigns, the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (together with its successors and assigns, the “Lender”). |
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| August 9, 2023 |
Amended and Restated Bylaws of Benson Hill, Inc. (incorporated by reference to Exhibit 3. Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF BENSON HILL, INC. (Effective as of August 8, 2023) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Benson Hill, Inc. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation. References in these bylaws to the certificate of incorporation, as the same shall be amended and/or restated fr |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 9, 2023 |
Benson Hill Announces Second Quarter 2023 Financial Results Exhibit 99.1 Benson Hill Announces Second Quarter 2023 Financial Results •Reported revenues increased 16 percent year-over-year to approximately $109 million, including a 53 percent increase in proprietary revenues. •Reported gross profit was $3 million ($6.1 million when excluding an approximate $3.1 million impact from open mark-to-market timing differences). •Management announced an additional |
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| August 9, 2023 |
Exhibit 10.1 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT 2023 ANNUAL LTIP AWARD This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective June 15, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and DEANIE ELSNER (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Res |
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| August 9, 2023 |
exhibit9922q23earningssl SECOND QUARTER 2023 FINANCIAL RESULTS AND OUTLOOK August 9, 2023 Exhibit 99. |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Dear Shareholders, Benson Hill was founded over a decade ago to modernize our food system in the face of environmental and nutritional challenges. |
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| June 30, 2023 |
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): June 30, 2023 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 Nu |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| June 16, 2023 |
Exhibit 99.2 Benson Hill Appoints Richard Mack to Board of Directors Agriculture Industry Executive Brings Nearly Three Decades of Experience to Benson Hill Board ST. LOUIS, MO. – June 16, 2023 – Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food tech company unlocking the natural genetic diversity of plants, today announced that it has appointed Richard Mack as an Independent |
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| June 16, 2023 |
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): June 15, 2023 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 Nu |
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| June 16, 2023 |
Exhibit 10.3 INTERIM EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is made and entered into as of June 16, 2023 (the “Effective Date”), by and between ADRIENNE ELSNER (“Executive”) and BENSON HILL, INC., a Delaware corporation (the “Company”). WHEREAS, the Company desires to employ Executive on the terms and conditions set forth in this Agreement; and WHEREAS, Executiv |
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| June 16, 2023 |
Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the “Agreement”) is made and entered into as of June 15, 2023 by and between MATTHEW B. CRISP (“Executive”) and BENSON HILL, INC., a Delaware corporation (the “Company”). In consideration of the mutual promises below, the parties agree as follows: 1.Separation Date. Executive’s last day of employment with the Comp |
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| June 16, 2023 |
Exhibit 99.1 Benson Hill Announces Leadership Transition Adrienne “Deanie” Elsner Appointed Interim Chief Executive Officer, Effective Immediately Matt Crisp Resigning as Chief Executive Officer ST. LOUIS, MO. – June 16, 2023 – Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food tech company unlocking the natural genetic diversity of plants, today announced that Adrienne “Deanie |
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| June 16, 2023 |
Consulting Agreement, dated as of June 15, 2023, by and between Matt Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (the “Consulting Agreement”) is made and entered into effective as of June 16, 2023 (the “Effective Date”) by and between MATTHEW B. CRISP (“Special Advisor”) and BENSON HILL, INC., a Delaware corporation (the “Company”). WHEREAS, the Company desires to employ, and Special Advisor desires to be employed, as a consultant to perform certain |
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| May 24, 2023 |
Costs Associated with Exit or Disposal Activities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 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 |
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| May 10, 2023 |
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): May 10, 2023 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 Num |
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| May 10, 2023 |
ex992bhil1q23earningsinv FINANCIAL RESULTS AND OUTLOOK May 10, 2023 Exhibit 99.2 Disclaimers CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this presentation 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 statem |
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| May 10, 2023 |
Benson Hill Announces First Quarter 2023 Financial Results Exhibit 99.1 Benson Hill Announces First Quarter 2023 Financial Results •Reported revenues increased 104 percent year-over-year to approximately $135 million, including an increase of 80 percent in proprietary revenues. •Reported gross profit was $9.5 million ($4.3 million when excluding an approximate $5.2 million impact from open mark-to-market timing differences). •The Company improved its 2023 |
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| May 10, 2023 |
Benson Hill, Inc. 2021 Omnibus Incentive Plan Exhibit 10.1 BENSON HILL, INC. 2021 OMNIBUS INCENTIVE PLAN Amended effective September 17, 2022 Section 1.General. The purposes of the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) are to attract, retain and appropriately reward Employees, Directors, and Consultants in order to motivate their performance in the achievement of the Company’s business objectives and align their interests |
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| May 10, 2023 |
Exhibit 10.2 AMENDED AND RESTATED BENSON HILL, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN WHEREAS, the Board of Directors (the “Board”) of Benson Hill, Inc. (the “Company”) previously adopted that certain Benson Hill, Inc. 2022 Employee Stock Purchase Plan (the “Original Plan”) on April 20, 2022 (the “Effective Date”); and such Original Plan was approved by the stockholders of the Company on June 13, |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 1, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| March 29, 2023 |
ex992investorday2023mana 2023 INVESTOR DAY EXPERIENCE THE FUTURE OF FOOD Exhibit 99. |
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| March 29, 2023 |
Exhibit 99.1 Benson Hill’s Second Investor Day Showcases Technology Leadership and Strategic Positioning for Durable Growth in Multiple Value-Added Markets •Company unpacks deep R&D product pipeline with its CropOS® technology platform to meet growing demand for plant-based protein and oil products. •ADM plans to launch a portfolio of ADM soy ingredient products co-branded with and powered by Bens |
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| March 29, 2023 |
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): March 29, 2023 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 N |
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| March 28, 2023 |
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): March 27, 2023 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 N |
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| March 16, 2023 |
Exhibit 10.27 TENTH AMENDMENT TO CREDIT AGREEMENT THIS TENTH AMENDMENT TO CREDIT AGREEMENT (this “Tenth Amendment”) is dated this 1st day of November, 2021 by and among DAKOTA DRY BEAN INC., a North Dakota corporation (together with its successors and assigns, the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (together with its successors and assigns, the “Lender”). |
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| March 16, 2023 |
Exhibit 10.32 THIRD AMENDMENT TO LOAN DOCUMENTS THIS THIRD AMENDMENT TO LOAN DOCUMENTS (the “Third Amendment”), is made and entered into as of March 10, 2023 (the “Third Amendment Effective Date”), by and among (1) Benson Hill, Inc., a Delaware corporation (the “Parent”), Benson Hill Holdings, Inc., a Delaware corporation (“BH Holdings”), BHB Holdings, LLC, a North Carolina limited liability compa |
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| March 16, 2023 |
Subsidiaries of Benson Hill, Inc. Exhibit 21.1 BENSON HILL, INC. SUBSIDIARIES OF REGISTRANT The Registrant, Benson Hill, Inc., a Delaware corporation, has no parent The following are subsidiaries of the Registrant (as of December 31, 2022) Subsidiary Name Country or State of Incorporation Benson Hill Biosystem do Brasil—Inovacao Tecnologica LTDA Brazil Benson Hill Fresh, LLC Delaware Benson Hill Holdings, Inc. Delaware Benson Hill |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-398 |
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| March 16, 2023 |
Exhibit 10.28 ELEVENTH AMENDMENT TO CREDIT AGREEMENT THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Eleventh Amendment”) is dated this 1st day of November, 2022 by and among DAKOTA DRY BEAN INC., a North Dakota corporation (together with its successors and assigns, the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (together with its successors and assigns, the “ |
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| March 16, 2023 |
Form of Amended and Restated Stock Purchase Warrant of Benson Hill, Inc. Exhibit 4.3 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT SUCH REGISTRATION IS NOT REQUIRED. Dated: |
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| March 13, 2023 |
ex992q42022earningsprese 2022 EARNINGS PRESENTATION MARCH 13, 2023 Exhibit 99.2 Cautionary Note Regarding Forward-Looking Statements Certain statements in this presentation 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 generall |
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| March 13, 2023 |
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): March 13, 2023 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 N |
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| March 13, 2023 |
Benson Hill, Inc. Material Items Included in Consolidated Revenues and Cost of Sales (In Thousands) Exhibit 99.1 Benson Hill Announces Full Year 2022 Financial Results and Expectations for Strong Proprietary Product Growth in 2023 •Revenues increased 319 percent to $381 million, including a near doubling of proprietary revenues to $73 million. •Gross profit was $3.5 million ($8.5 million when excluding an approximate $4.9 million loss from open mark-to-market timing differences). •2023 proprieta |
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| March 7, 2023 |
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): March 1, 2023 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 Nu |
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| March 7, 2023 |
Exhibit 10.1 BENSON HILL, INC. LONG-TERM INCENTIVE PROGRAM Effective January 1, 2023 Purpose The purpose of the Benson Hill, Inc. Long-Term Incentive Program (the “LTIP”) is to maximize the Company’s performance over the long term by aligning the interests of the Company’s stockholders and its key employees. Compensation Philosophy The Company believes that incentive pay should be structured to: • |
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| February 17, 2023 |
BHIL / Benson Hill Inc / Star Peak Sponsor II LLC - SC 13G/A Passive Investment SC 13G/A 1 tm237157d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Benson Hill, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 082490103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec |
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| February 14, 2023 |
BHIL / Benson Hill Inc / Star Peak Sponsor II LLC - SC 13G/A Passive Investment SC 13G/A 1 tm236795d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Benson Hill, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 082490103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec |
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| February 10, 2023 |
BHIL / Benson Hill Inc / GV 2017, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm235939d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Benson Hill, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 082490103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check |
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| February 7, 2023 |
BHIL / Benson Hill Inc / Chiu Rita Wing Nga - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Benson Hill, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 082490103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 2, 2023 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 |
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| February 2, 2023 |
Exhibit 99.1 Benson Hill Announces Preliminary Unaudited 2022 Results and Initial 2023 Guidance Management expects continued strong demand in 2023 for its proprietary soy portfolio ST. LOUIS, MO – Feb. 2, 2023 – Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food tech company unlocking the natural genetic diversity of plants, today announced preliminary, unaudited 2022 financial |
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| January 4, 2023 |
Benson Hill Announces Divestiture of Its Fresh Business Exhibit 99.1 Benson Hill Announces Divestiture of Its Fresh Business ?Divestiture enables the Company to enhance focus on its Ingredients business and meet growing demand for its proprietary soybean product portfolio. ?Management maintains 2022 guidance for the Ingredients Segment and consolidated adjusted EBITDA and free cash flow. ?Proceeds from the sale are expected to supplement the Company?s |
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| January 4, 2023 |
Exhibit 2.1 STOCK PURCHASE AGREEMENT by and among SWEET SIXTY, LLC, BENSON HILL FRESH, LLC, and BENSON HILL HOLDINGS, INC. dated as of December 29, 2022 TABLE OF CONTENTS Article I DEFINITIONS 1 Article II PURCHASE AND SALE 8 Section 2.01. Purchase and Sale of Acquired Securities 8 Section 2.02. Purchase Price; Escrow 8 Section 2.03. Adjustment to Purchase Price 9 Section 2.04. Withholding Tax 10 |
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| January 4, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 BENSON HILL, INC. (Exact name of registrant as specified in its charter) Delaware 001-39835 85-3374823 (State or other jurisdiction of incorporat |
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| January 4, 2023 |
Exhibit 2.2 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the ?Agreement?) is made and dated as of this 29th day of December, 2022, by and between SWEET SIXTY, LLC, a Florida limited liability company (?Buyer?), and J & J PRODUCE, INC., a Florida corporation (?Seller?). WITNESSETH: WHEREAS, Seller is the owner of the real estate having an address of 2105 150th Avenue, Vero Beach, F |
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| January 3, 2023 |
, Benson Hill Fresh, LLC and Benson Hill Holdings, Inc. Exhibit 2.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the ?Agreement?) is made and dated as of this 29th day of December, 2022, by and between SWEET SIXTY, LLC, a Florida limited liability company (?Buyer?), and J & J PRODUCE, INC., a Florida corporation (?Seller?). WITNESSETH: WHEREAS, Seller is the owner of the real estate having an address of 2105 150th Avenue, Vero Beach, F |
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| January 3, 2023 |
Benson Hill Announces Divestiture of Its Fresh Business Exhibit 99.1 Benson Hill Announces Divestiture of Its Fresh Business ?Divestiture enables the Company to enhance focus on its Ingredients business and meet growing demand for its proprietary soybean product portfolio. ?Management maintains 2022 guidance for the Ingredients Segment and consolidated adjusted EBITDA and free cash flow. ?Proceeds from the sale are expected to supplement the Company?s |
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| January 3, 2023 |
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): December 29, 2022 BENSON HILL, INC. (Exact name of registrant as specified in its charter) Delaware 001-39835 85-3374823 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 3, 2023 |
Purchase and Sale Agreement dated December 29, 2022, by and among Exhibit 2.2 STOCK PURCHASE AGREEMENT by and among SWEET SIXTY, LLC, BENSON HILL FRESH, LLC, and BENSON HILL HOLDINGS, INC. dated as of December 29, 2022 TABLE OF CONTENTS Article I DEFINITIONS 1 Article II PURCHASE AND SALE 8 Section 2.01. Purchase and Sale of Acquired Securities 8 Section 2.02. Purchase Price; Escrow 8 Section 2.03. Adjustment to Purchase Price 9 Section 2.04. Withholding Tax 10 |
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| November 22, 2022 |
Benson Hill, Inc. Common Stock Preferred Stock Debt Securities 424B3 1 tm2230528d4424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) PROSPECTUS Registration No. 333-268284 $400,000,000 Benson Hill, Inc. Common Stock Preferred Stock Debt Securities Warrants Units From time to time, we may offer and sell up to an aggregate amount of $400,000,000 of any combination of the securities described in this prospectus, either individually or in combination, at prices and |
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| November 22, 2022 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-268284 PROSPECTUS SUPPLEMENT (To the Prospectus Dated November 22, 2022) $100,000,000 Common Stock We have entered into a sales agreement (the ?sales agreement?) with Cowen and Company, LLC (?Cowen?), relating to shares of our common stock, par value $0.0001 per share (the ?Common Stock?), offered by this prospectus supplement and the accompany |
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| November 22, 2022 |
424B3 1 tm2230528d1424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-259679 Prospectus BENSON HILL, INC. 153,548,389 shares of Common Stock 6,553,493 Warrants Up to 16,615,954 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus relates to the resale by certain of the selling securityholders named in this prospectus, as applicable (or their permitted |
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| November 18, 2022 |
Benson Hill, Inc. 1001 North Warson Rd. St. Louis, Missouri 63132 Benson Hill, Inc. 1001 North Warson Rd. St. Louis, Missouri 63132 November 18, 2022 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 RE: Benson Hill, Inc. Registration Statement on Form S-3 (File No. 333-268284) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordan |
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| November 14, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-259679 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 6,553,454 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 29,053,454 Shares of Common Stock 6,553,454 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 12, 20 |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 14, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-260447 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 10,062,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 89,628,274 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 12, 2022 (the ?Prospectus?), which forms a part o |
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| November 14, 2022 |
BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants Filed pursuant to Rule 424(b)(3) Registration No. 333-264228 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated May 5, 2022) BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants This prospectus supplement supplements the prospectus dated May 5, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264228). This prospectus |
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| November 10, 2022 |
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): November 8, 2022 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 |
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| November 10, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-260447 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 10,062,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 89,628,274 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 12, 2022 (the ?Prospectus?), which forms a part o |
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| November 10, 2022 |
BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants Filed pursuant to Rule 424(b)(3) Registration No. 333-264228 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated May 5, 2022) BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants This prospectus supplement supplements the prospectus dated May 5, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264228). This prospectus |
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| November 10, 2022 |
Exhibit 4.11 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT SUCH REGISTRATION IS NOT REQUIRED. Dated |
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| November 10, 2022 |
Exhibit 10.1 SECOND AMENDMENT TO LOAN DOCUMENTS THIS SECOND AMENDMENT TO LOAN DOCUMENTS (the ?Amendment?), is made and entered into as of November 8, 2022 (the ?Second Amendment Effective Date?), by and among (1) Benson Hill, Inc., a Delaware corporation (the ?Parent?), Benson Hill Holdings, Inc., a Delaware corporation (?BH Holdings?), BHB Holdings, LLC, a North Carolina limited liability company |
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| November 10, 2022 |
As filed with the Securities and Exchange Commission on November 10, 2022 As filed with the Securities and Exchange Commission on November 10, 2022 Registration No. |
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| November 10, 2022 |
THIRD QUARTER 2022 EARNINGS PRESENTATION NOVEMBER 10, 2022 Exhibit 99.2 Disclaimers Cautionary Note Regarding Forward-Looking Statements Certain statements in this presentation may be considered ?forward-looking statements? within the meaning of the ?safe harbor? provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or |
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| November 10, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Benson Hill, Inc. |
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| November 10, 2022 |
Benson Hill Announces Third Quarter 2022 Financial Results and Raises 2022 Guidance Exhibit 99.1 Benson Hill Announces Third Quarter 2022 Financial Results and Raises 2022 Guidance ?Consolidated revenues increased 307 percent year-over-year to $130 million driven by a 429 percent increase in Ingredients segment revenues. ?Management raised 2022 guidance with consolidated revenues in the range of $430 million to $455 million and gross profit of $14 million to $17 million. ?Managem |
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| November 10, 2022 |
Exhibit 4.4 BENSON HILL, INC., Issuer AND [?], Trustee INDENTURE Dated as of [?] Debt Securities Table Of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee's Certificate 8 Section 2.03 Denomi |
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| November 10, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Benson Hill, Inc. |
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| November 10, 2022 |
Exhibit 1.2 Benson hill, inc. $100,000,000 COMMON STOCK SALES AGREEMENT November 10, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Benson Hill, Inc. (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?), as follows: 1.????????????Issuance and Sale of Shares. The Company agrees that, from time to time during the |
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| November 10, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-259679 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 6,553,454 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 29,053,454 Shares of Common Stock 6,553,454 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 12, 20 |
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| November 10, 2022 |
Exhibit 4.10 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION |
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| November 10, 2022 |
As filed with the Securities and Exchange Commission on November 10, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 10, 2022 Registration No. |
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| August 10, 2022 |
Exhibit 10.1 BENSON HILL, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the Benson Hill, Inc. 2022 Employee Stock Purchase Plan. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the C |
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| August 10, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-259679 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 6,553,454 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 29,053,454 Shares of Common Stock 6,553,454 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 12, 20 |
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| August 10, 2022 |
BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants 424B3 1 a424b3prosuppamendmentno52.htm 424B3 PRO SUPP NO 5 2Q22 10Q) 333-264228 Filed pursuant to Rule 424(b)(3) Registration No. 333-264228 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 5, 2022) BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants This prospectus supplement supplements the prospectus dated May 5, 2022 (the “Prospectus”), which forms a |
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| August 10, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-260447 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 10,062,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 89,628,274 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 12, 2022 (the ?Prospectus?), which forms a part o |
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| August 10, 2022 |
Exhibit 10.3 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT 2022 DIRECTOR AWARD This Restricted Stock Unit Agreement (this ?Agreement?) is made and entered into effective July 1, 2022 (the ?Grant Date?) by and between BENSON HILL, INC. (the ?Company?) and the individual signatory to this Agreement (?you?). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the ?Plan?) pursua |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 9, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-259679 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 6,553,454 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 29,053,454 Shares of Common Stock 6,553,454 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 12, 20 |
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| August 9, 2022 |
BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants 424B3 1 a424b3prosuppno4q2earnings.htm 424B3 PROSUPP 4 333-264228 Filed pursuant to Rule 424(b)(3) Registration No. 333-264228 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 5, 2022) BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants This prospectus supplement supplements the prospectus dated May 5, 2022 (the “Prospectus”), which forms a part of our re |
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| August 9, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-260447 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 10,062,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 89,628,274 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 12, 2022 (the ?Prospectus?), which forms a part o |
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| August 8, 2022 |
Exhibit 99.1 ADM and Benson Hill Partner to Scale Innovative Ultra-High Protein Soy for North American Food Ingredient Markets Strategic Partnership to Serve Growing Demand for Alternative Protein by Leveraging Benson Hill?s Proprietary Ultra-High Protein Soybeans and ADM?s World-Class Production and Commercial Capabilities CHICAGO, IL and ST. LOUIS, MO ? August 8, 2022 ? ADM (NYSE: ADM), a global |
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| August 8, 2022 |
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. |
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| August 8, 2022 |
Benson Hill Announces Second Quarter 2022 Financial Results Exhibit 99.2 Benson Hill Announces Second Quarter 2022 Financial Results ?Consolidated revenues increased 179 percent year-over-year to $110.7 million driven by a 312 percent increase in Ingredients segment revenues. ?Strategic partnership with ADM represents a significant milestone in the planned scaling of proprietary soy innovations through an asset-light licensing model. ?Management is assessi |
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| August 8, 2022 |
SECOND QUARTER 2022 EARNINGS PRESENTATION AUGUST 8, 2022 Exhibit 99.3 Disclaimers Cautionary Note Regarding Forward-Looking Statements Certain statements in this presentation may be considered ?forward-looking statements? within the meaning of the ?safe harbor? provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or th |
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| August 8, 2022 |
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): August 5, 2022 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 N |
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| July 21, 2022 |
As filed with the United States Securities and Exchange Commission on July 21, 2022. As filed with the United States Securities and Exchange Commission on July 21, 2022. |
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| July 21, 2022 |
Benson Hill, Inc. 2022 Employee Stock Purchase Plan Exhibit 99.1 BENSON HILL, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the Benson Hill, Inc. 2022 Employee Stock Purchase Plan. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the C |
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| July 21, 2022 |
EX-FILING FEES 2 exhibit107filingfeetable20.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) BENSON HILL, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee R |
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| July 11, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-260447 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 10,062,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 89,628,274 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 12, 2022 (the ?Prospectus?), which forms a part o |
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| July 11, 2022 |
BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants 424B3 1 a424b3prosuppno3avecap333-.htm 424B3 PROSUPP NO 3 333-264228 Filed pursuant to Rule 424(b)(3) Registration No. 333-264228 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 5, 2022) BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants This prospectus supplement supplements the prospectus dated May 5, 2022 (the “Prospectus”), which forms a part of our |
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| July 11, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-259679 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 6,553,454 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 29,053,454 Shares of Common Stock 6,553,454 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 12, 20 |
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| July 7, 2022 |
Exhibit 10.1 Joinder and FIRST AMENDMENT TO LOAN Documents THIS JOINDER AND FIRST AMENDMENT TO LOAN DOCUMENTS (the ?Amendment?), is made and entered into as of June 30, 2022 (the ?First Amendment Effective Date?), by and among Benson Hill, Inc., a Delaware corporation (the ?Parent?), Benson Hill Holdings, Inc., a Delaware corporation (?BH Holdings?), BHB Holdings, LLC, a North Carolina limited lia |
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| July 7, 2022 |
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): June 30, 2022 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 Nu |
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| June 13, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-259679 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 6,553,454 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 29,053,454 Shares of Common Stock 6,553,454 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 12, 20 |
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| June 13, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-260447 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 10,062,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 89,628,274 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 12, 2022 (the ?Prospectus?), which forms a part o |
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| June 13, 2022 |
Submission of Matters to a Vote of Security Holders 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): June 13, 2022 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 Nu |
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| June 13, 2022 |
BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants Filed pursuant to Rule 424(b)(3) Registration No. 333-264228 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 5, 2022) BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants This prospectus supplement supplements the prospectus dated May 5, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264228). This prospectus |
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| May 16, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-260447 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 10,062,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 89,628,274 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 12, 2022 (the ?Prospectus?), which forms a part o |
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| May 16, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-259679 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 12, 2022) BENSON HILL, INC. Primary Offering of 6,553,454 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 29,053,454 Shares of Common Stock 6,553,454 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 12, 20 |
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| May 16, 2022 |
First Quarter 2022 Earnings Presentation May 16, 2022 Exhibit 99.2 Disclaimers Cautionary Note Regarding Forward-Looking Statements Certain statements in this presentation may be considered ?forward-looking statements? within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events |
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| May 16, 2022 |
Benson Hill Announces First Quarter 2022 Financial Results Exhibit 99.1 Benson Hill Announces First Quarter 2022 Financial Results ?Consolidated revenues increased 191 percent to $92.4 million driven by a nearly four-fold increase in Ingredients segment revenues. ?Dynamic market conditions further support the expected growth of the proprietary soy ingredients portfolio. ?Cash and marketable securities on hand were in line with the Company?s plan to fund t |
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| May 16, 2022 |
BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants Filed pursuant to Rule 424(b)(3) Registration No. 333-264228 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 5, 2022) BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants This prospectus supplement supplements the prospectus dated May 5, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264228). This prospectus |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 16, 2022 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 Num |
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| May 12, 2022 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-260447? PROSPECTUS BENSON HILL, INC. Primary Offering of 10,062,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 89,628,274 Shares of Common Stock ? This prospectus relates to the resale by the selling securityholders named in this prospectus (or their permitted transferees) (the ?Selling |
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| May 12, 2022 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration Statement No. 333-259679? PROSPECTUS BENSON HILL, INC. Primary Offering of 6,553,454 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 29,053,454 Shares of Common Stock and 6,553,454 Warrants to Purchase Common Stock ? This prospectus relates to the resale by the selling securityholders named in this pr |
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| May 5, 2022 |
BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-264228? PROSPECTUS BENSON HILL, INC. Resale Registration of 34,866,661 Shares of Common Stock and 39 Warrants ? This prospectus relates to the resale from time to time by the selling securityholders named in this prospectus (or their permitted transferees) (the ?Selling Securityholders?) of: (a) up to 34,866,661 shares of c |
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| May 5, 2022 |
As filed with the U.S. Securities and Exchange Commission on May 5, 2022 Table of Contents As filed with the U.S. Securities and Exchange Commission on May 5, 2022 Registration No. 333-259679 ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BENSON HILL, INC. (Exact name of registrant as specified in its charter) ? Delaware 2000 85-3374823 (State |
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| May 5, 2022 |
As filed with the U.S. Securities and Exchange Commission on May 5, 2022 Table of Contents As filed with the U.S. Securities and Exchange Commission on May 5, 2022 Registration No. 333-260447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BENSON HILL, INC. (Exact name of registrant as specified in its charter) Delaware 2000 85-3374823 (State or ot |
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| May 5, 2022 |
Subsidiaries of Benson Hill, Inc. Exhibit 21.1 BENSON HILL, INC. SUBSIDIARIES OF REGISTRANT The Registrant, Benson Hill, Inc., a Delaware corporation, has no parent The following are subsidiaries of the Registrant (as of March 31, 2022) Subsidiary Name Country or State of Incorporation Benson Hill Biosystem do Brasil?Inovacao Tecnologica LTDA Brazil Benson Hill Fresh, LLC Delaware Benson Hill Holdings, Inc. Delaware Benson Hill In |
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| May 5, 2022 |
Subsidiaries of Benson Hill, Inc. Exhibit 21.1 BENSON HILL, INC. SUBSIDIARIES OF REGISTRANT The Registrant, Benson Hill, Inc., a Delaware corporation, has no parent The following are subsidiaries of the Registrant (as of March 31, 2022) Subsidiary Name Country or State of Incorporation Benson Hill Biosystem do Brasil?Inovacao Tecnologica LTDA Brazil Benson Hill Fresh, LLC Delaware Benson Hill Holdings, Inc. Delaware Benson Hill In |
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| May 2, 2022 |
May 2, 2022 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-6010 Attention: Evan Ewing Re: Benson Hill, Inc. Registration Statement on Form S-l File No. 333-264228 Dear Mr. Ewing: In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we her |
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| April 29, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 29, 2022 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 N |
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| April 29, 2022 |
Fellow Benson Hill Shareholders, The last year brought tremendous change and opportunity. |
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| April 28, 2022 |
Benson Hill, Inc. 1001 North Warson Rd. St. Louis, MO 63132 Benson Hill, Inc. 1001 North Warson Rd. St. Louis, MO 63132 April 28, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Evan Ewing Sergio Chinos Re: Benson Hill, Inc. Registration Statement on Form S-1 Filed April 11, 2022 File No. 333-264228 Ladies and Gentlemen: Benson Hill, Inc. (the ?Company?), hereby provide |
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| April 28, 2022 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) Benson Hill, Inc. |
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| April 28, 2022 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on April 28, 2022 Registration No. 333-264228? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? Amendment No. 1 to FORM S-1? REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? BENSON HILL, INC. (Exact name of registrant as specified in its charter) ? Delaware ? ? 2000 ? ? 85-3374823 ? ? |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| April 27, 2022 |
DEFA14A 1 bensonhillincnoticefiling2.htm DEFA14A COVER PAGE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of t |
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| April 11, 2022 |
Subsidiaries of Benson Hill, Inc. Exhibit 21.1 BENSON HILL, INC. SUBSIDIARIES OF REGISTRANT The Registrant, Benson Hill, Inc., a Delaware corporation, has no parent The following are subsidiaries of the Registrant (as of March 31, 2022) Subsidiary Name Country or State of Incorporation Benson Hill Biosystem do Brasil?Inovacao Tecnologica LTDA Brazil Benson Hill Fresh, LLC Delaware Benson Hill Holdings, Inc. Delaware Benson Hill In |
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| April 11, 2022 |
EX-FILING FEES Calculation of Filing Fee Tables Form S-1 (Form Type) Benson Hill, Inc. |
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| April 11, 2022 |
As filed with the U.S. Securities and Exchange Commission on April 11, 2022 Table of Contents As filed with the U.S. Securities and Exchange Commission on April 11, 2022 Registration No. 333- ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BENSON HILL, INC. (Exact name of registrant as specified in its charter) ? Delaware 2000 85-3374823 (State or other jurisdiction of incorporati |
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| April 8, 2022 |
BHIL / Benson Hill Inc / iSelect Qualified Purchaser Fund LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1-Exit Filing)* Benson Hill, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 082490103 (CUSIP Number) April 5, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| April 5, 2022 |
Exhibit 99.1 Benson Hill Investor Day Highlights Innovation-based Growth Strategy Company expects to be free cash flow1 positive in 2025 based on revenues of more than $500 million and consolidated gross margins in excess of 25 percent Unveils product pipeline for innovative, next-generation ingredient products. Announces partnerships with Kellogg?s MorningStar Farms? plant-based brand and Denofa, |
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| April 5, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 5, 2022 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 Nu |
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| April 5, 2022 |
Exhibit 99.2 Denofa and Benson Hill Partner to Enter the Northern European Aquafeed Market Companies Will Introduce Sustainable, Traceable, Non-GMO, CleanCRUSH™ Soy Ingredients with Novel Benefits for Salmon Production ST. LOUIS, MO – April 5, 2022 – Benson Hill, Inc. (NYSE: BHIL, the “Company” or “Benson Hill”), a food tech company unlocking the natural genetic diversity of plants, and Denofa, th |
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| March 28, 2022 |
Exhibit 10.19 BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT ? SIGN ON AWARD This Restricted Stock Unit Agreement (this ?Agreement?) is made and entered into effective March 17, 2022 (the ?Grant Date?) by and between BENSON HILL, INC. (the ?Company?) and DEAN FREEMAN (?you?). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the ?Plan?) pursuant to which awards of Restricte |
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| March 28, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-260447 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated November 3, 2021) BENSON HILL, INC. Primary Offering of 10,062,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 89,628,274 Shares of Common Stock This prospectus supplement supplements the prospectus dated November 3, 2021, as amended (the ?Prospectus?), |
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| March 28, 2022 |
424B4 1 prosuppno6333-259679.htm 424B4 PRO SUPP AMENDMENT NO. 6 (333-259679) Filed pursuant to Rule 424(b)(3) Registration No. 333-259679 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated October 4, 2021) BENSON HILL, INC. Primary Offering of 6,553,454 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 29,053,454 Shares of Common Stock 6,553,454 Warrants to Purchase Com |
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| March 28, 2022 |
Exhibit 10.8 Executive Employment Agreement This Executive Employment Agreement (the ?Agreement?) is made and effective immediately following the Company?s filing with the Securities and Exchange Commission of its Annual Report on Form 10-K for the year ended December 31, 2021, by and between DEAN FREEMAN (?Executive?) and BENSON HILL, INC., a Delaware corporation (the ?Company?). WHEREAS, the Com |
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| March 28, 2022 |
Benson Hill Announces Full Year 2021 Financial Results Exhibit 99.1 Benson Hill Announces Full Year 2021 Financial Results ?Consolidated revenues increased 29% as reported and 47%, as adjusted for a divested business, to $147.2 million. ?Ingredients segment revenues were $90.7 million, an increase of 55% as reported and 104%, as adjusted for a divested business. Fresh segment revenues were $56.3 million, an increase of 2%. ?2022 proprietary revenues a |
