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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 30, 2024

 

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 Delaware

   001-37503   27-0223495
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
(310) 966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

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

 

 

Title of each class

   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   RILY   Nasdaq Global Market
Depositary Shares (each representing a 1/1000th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share)   RILYP   Nasdaq Global Market
Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock   RILYL   Nasdaq Global Market
6.375% Senior Notes due 2025   RILYM   Nasdaq Global Market
5.00% Senior Notes due 2026   RILYG   Nasdaq Global Market
5.50% Senior Notes due 2026   RILYK   Nasdaq Global Market
6.50% Senior Notes due 2026   RILYN   Nasdaq Global Market
5.25% Senior Notes due 2028   RILYZ   Nasdaq Global Market
6.00% Senior Notes due 2028   RILYT   Nasdaq Global Market

 

Not Applicable

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company ☐

 

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

 

 

 

 

 

Item 8.01 Other Events.

 

As previously disclosed in certain proxy statements of B. Riley Financial, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”), Bryant R. Riley, Chairman and Co-CEO of the Company, has pledged as collateral a portion of his shares of the Company’s common stock in favor of Axos Bank pursuant to a credit agreement and pledge agreement with Axos Bank. While the initial 2019 loan transaction and pledge were approved by the Company in accordance with the Company’s insider trading policy, Mr. Riley later pledged additional shares for which he did not receive approval under that policy. In light of these additional pledges, certain of the Company’s proxy statements and annual reports on Form 10-K understated the number of shares pledged in support of the loan, including the Company’s most recent proxy statement dated May 10, 2024 as well as prior proxy statements in 2020 and 2023 and Form 10-K amendments filed on April 29, 2024 and April 23, 2020. As disclosed in a Schedule 13D amendment filed today by Mr. Riley with the SEC, Mr. Riley has pledged a total of 5,804,124 shares of Company common stock in support of the loan, not 4,389,553 as reported in the May 10, 2024 proxy statement.

 

Upon Mr. Riley’s self-reporting of certain additional pledged shares to the Company’s Board of Directors (the “Board”), the Board authorized the Audit Committee to conduct a thorough investigation of Mr. Riley’s pledges and related disclosures. The Audit Committee engaged Winston & Strawn LLP as independent counsel to assist the Audit Committee in conducting its investigation. Following conclusion of its investigation, in which Mr. Riley fully cooperated, the Audit Committee recommended to the Board that the Company undertake certain remedial and personnel actions to ensure adherence to and accountability for the Company’s policies and accurate disclosures of pledged securities in the Company’s public filings. The Board unanimously approved (with Mr. Riley and Tom Kelleher, Co-Chief Executive Officer, having recused themselves) the Audit Committee’s recommendations.

 

1

 

 

SIGNATURES

 

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

 

 

B. Riley Financial, Inc.

   
  By /s/Alan Forman
  Name:  Alan Forman
  Title: General Counsel

 

Date: October 30, 2024

 

 

2

 

 

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Oct. 30, 2024
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Entity File Number 001-37503
Entity Registrant Name B. RILEY FINANCIAL, INC.
Entity Central Index Key 0001464790
Entity Tax Identification Number 27-0223495
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 11100 Santa Monica Blvd.
Entity Address, Address Line Two Suite 800
Entity Address, City or Town Los Angeles
Entity Address, State or Province CA
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Common Stock, par value $0.0001 per share  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol RILY
Security Exchange Name NASDAQ
Depositary Shares (each representing a 1/1000th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share)  
Title of 12(b) Security Depositary Shares (each representing a 1/1000th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share)
Trading Symbol RILYP
Security Exchange Name NASDAQ
Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock  
Title of 12(b) Security Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock
Trading Symbol RILYL
Security Exchange Name NASDAQ
6.375% Senior Notes due 2025  
Title of 12(b) Security 6.375% Senior Notes due 2025
Trading Symbol RILYM
Security Exchange Name NASDAQ
5.00% Senior Notes due 2026  
Title of 12(b) Security 5.00% Senior Notes due 2026
Trading Symbol RILYG
Security Exchange Name NASDAQ
5.50% Senior Notes due 2026  
Title of 12(b) Security 5.50% Senior Notes due 2026
Trading Symbol RILYK
Security Exchange Name NASDAQ
6.50% Senior Notes due 2026  
Title of 12(b) Security 6.50% Senior Notes due 2026
Trading Symbol RILYN
Security Exchange Name NASDAQ
5.25% Senior Notes due 2028  
Title of 12(b) Security 5.25% Senior Notes due 2028
Trading Symbol RILYZ
Security Exchange Name NASDAQ
6.00% Senior Notes due 2028  
Title of 12(b) Security 6.00% Senior Notes due 2028
Trading Symbol RILYT
Security Exchange Name NASDAQ
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