--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-25-052703" form_type: "8-K" ticker: null cik: "0001830210" company_name: "Benson Hill, Inc." filed_at: "2025-05-27T23:59:59+00:00" generated_at: "2026-05-20T11:21:11.737173+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Benson Hill sells substantially all assets in Chapter 11; no proceeds for stockholders ## Summary - Sale closed May 23, 2025; total consideration includes $1M wind-down cash and $11M DIP credit facility credit bid. - No proceeds expected to be available for distribution to common stockholders. - Board of directors resigned effective May 22, 2025; Daniel Cosgrove named sole director and interim CEO as independent contractor. - Cosgrove to be paid $278/hour for wind-down services, not expected to exceed 40 hours/month. - Nasdaq suspended trading on March 27, 2025, and delisting proceeding underway. ## SEC filing metadata - accession: 0001104659-25-052703 - form_type: 8-K - cik: 0001830210 - company_name: Benson Hill, Inc. - filed_at: 2025-05-27T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 1.03, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/0001104659-25-052703-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/tm2515920d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-25-052703 - JSON: https://secwatch.observer/filing/0001104659-25-052703.json - Plain text: https://secwatch.observer/filing/0001104659-25-052703.txt ## Key facts - Executive change Linda Whitley-Taylor resigned as Director at Benson Hill, Inc.. - Action: resigned - Role: Director source text: the then-current directors resigned from the Board of Directors of the Company: DeAnn L. Brunts, Adrienne Elsner, Daniel Jacobi, Richard Mack, Molly Montgomery, Craig Rohr and Linda Whitley-Taylor. evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/0001104659-25-052703-index.htm - Executive change DeAnn L. Brunts resigned as Director at Benson Hill, Inc.. - Action: resigned - Role: Director source text: the then-current directors resigned from the Board of Directors of the Company: DeAnn L. Brunts, Adrienne Elsner, Daniel Jacobi, Richard Mack, Molly Montgomery, Craig Rohr and Linda Whitley-Taylor. evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/0001104659-25-052703-index.htm - Executive change Adrienne Elsner resigned as Director at Benson Hill, Inc.. - Action: resigned - Role: Director source text: the then-current directors resigned from the Board of Directors of the Company: DeAnn L. Brunts, Adrienne Elsner, Daniel Jacobi, Richard Mack, Molly Montgomery, Craig Rohr and Linda Whitley-Taylor. evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/0001104659-25-052703-index.htm - Executive change Daniel Cosgrove was elected as Sole Director at Benson Hill, Inc.. - Action: elected - Role: Sole Director source text: Prior to the Effective Time, the Board of Directors took action such that, effective at the Effective Time, Daniel Cosgrove was elected to serve as the sole director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/0001104659-25-052703-index.htm - Executive change Richard Mack resigned as Director at Benson Hill, Inc.. - Action: resigned - Role: Director source text: the then-current directors resigned from the Board of Directors of the Company: DeAnn L. Brunts, Adrienne Elsner, Daniel Jacobi, Richard Mack, Molly Montgomery, Craig Rohr and Linda Whitley-Taylor. evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/0001104659-25-052703-index.htm - Executive change Daniel Jacobi resigned as Director at Benson Hill, Inc.. - Action: resigned - Role: Director source text: the then-current directors resigned from the Board of Directors of the Company: DeAnn L. Brunts, Adrienne Elsner, Daniel Jacobi, Richard Mack, Molly Montgomery, Craig Rohr and Linda Whitley-Taylor. evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/0001104659-25-052703-index.htm - Executive change Molly Montgomery resigned as Director at Benson Hill, Inc.. - Action: resigned - Role: Director source text: the then-current directors resigned from the Board of Directors of the Company: DeAnn L. Brunts, Adrienne Elsner, Daniel Jacobi, Richard Mack, Molly Montgomery, Craig Rohr and Linda Whitley-Taylor. evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/0001104659-25-052703-index.htm - Executive change Craig Rohr resigned as Director at Benson Hill, Inc.. - Action: resigned - Role: Director source text: the then-current directors resigned from the Board of Directors of the Company: DeAnn L. Brunts, Adrienne Elsner, Daniel Jacobi, Richard Mack, Molly Montgomery, Craig Rohr and Linda Whitley-Taylor. evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/0001104659-25-052703-index.htm - Governance Changes Benson Hill, Inc.: Amended bylaws to reduce minimum number of directors from five to one (effective 2025-05-22). - Change: bylaw amendment - Effective: 2025-05-22 source text: Effective at the Effective Time, the Company’s Second Amended and Restated Bylaws (the “Bylaws”) were amended to provide, in Section 3.2, that the minimum number of directors of the Company shall be one, instead of five. evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/0001104659-25-052703-index.htm - M&A Transactions Benson Hill, Inc. completed a disposition involving Confluence Genetics, LLC for $1 million wind-down amount plus assumption of liabilities and credit bid of $11 million DIP facility (closed 2025-05-23). - Action: disposition - Counterparty: Confluence Genetics, LLC - Consideration: $1 million wind-down amount plus assumption of liabilities and credit bid of $11 million DIP facility - Closing: 2025-05-23 source text: required to pay and satisfy in cash certain closing costs; (iii) certain contractual financing obligations; (iv) the payment of a wind-down amount in cash in the amount of $1 million; and (v) the full amount of the secured debtor-in-possession (“DIP”) credit facility (the “DIP Credit Facility”), in the principal amount of $11 million (plus fees and interest), evidence_url: https://www.sec.gov/Archives/edgar/data/1830210/000110465925052703/0001104659-25-052703-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.