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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): February 24, 2025

 

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

 

As previously reported in a Current Report on Form 8-K filed on November 26, 2024, B. Riley Financial, Inc. (the “Company”) received a notice from the Nasdaq Stock Market LLC (“Nasdaq”) on November 20, 2024, which indicated that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2024 and its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Third Quarter 10-Q”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic reports with the U.S. Securities and Exchange Commission (the “SEC”).  As reported in its Third Quarter 10-Q filed with the SEC on February 21, 2024, the Company received a notice from Nasdaq on February 19, 2025, which indicated that the Company did not meet the terms of the exception granted to file the Third Quarter 10-Q by February 17, 2025 to regain compliance with the Rule.  The February 19 notice indicated that, absent an appeal by the Company, trading in the Company’s securities would have been suspended on February 28, 2025.

 

On February 24, 2025, the Company received a notice from Nasdaq indicating that, based on the Company’s filing of the Third Quarter 10-Q, the Company is in compliance with the Rule and the matter is now closed.

 

 

 

 

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/Phillip Ahn
  Name: Phillip Ahn
  Title: CFO & COO

 

Date: February 25, 2025

 

 

 

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Feb. 24, 2025
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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
Entity Address, Postal Zip Code 90025
City Area Code (310)
Local Phone Number 966-1444
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Information, Former Legal or Registered Name Not Applicable
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
B Riley Financial (NASDAQ:RILYZ)
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