SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 OR 15(d) ofThe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):October 11, 2019 (October 10, 2019)
B.Riley FinanCIAl, Inc.
(Exact name of registrant as specified inits charter)
(State or Other Jurisdiction
|(Commission File Number)||(IRS Employer |
21255 Burbank Boulevard, Suite 400
Woodland Hills, California 91367
(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|
|7.25% Senior Notes due 2027||RILYG||Nasdaq Global Market|
|7.50% Senior Notes due 2027||RILYZ||Nasdaq Global Market|
|6.75% Senior Notes due 2024||RILYO||Nasdaq Global Market|
|7.375% Senior Notes due 2023||RILYH||Nasdaq Global Market|
|6.875% Senior Notes due 2023||RILYI||Nasdaq Global Market|
|7.50% Senior Notes due 2021||RILYL||Nasdaq Global Market|
|6.50% Senior Notes due 2026||RILYN||Nasdaq Global Market|
|(Title of Class)|
(Former name or former address, if changedsince last report)
Check the appropriate box below if theForm 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 registrantis an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicateby check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 8.01. Other Events.
As previously disclosed, on October 7,2019, B. Riley Financial, Inc. (the “Company”) closed its underwritten public offering of 2,000,000 depositaryshares (the “Depositary Shares”), each representing 1/1000th of a share of 6.875% Series A CumulativePerpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), pursuant to an UnderwritingAgreement dated October 2, 20129, by and among the Company and B. Riley FBR, Inc., as representative of the several underwritersnamed therein (the “Underwriters”). On October 11, 2019, the Company completed the sale of an additional300,000 Depositary Shares (the “Option Shares”), pursuant to the Underwriters’ full exercise of theirover-allotment option to purchase additional Depositary Shares.
The Depositary Shares were offered pursuantto the Company’s shelf registration statement on Form S-3 (Registration No. 333-233907) (the “Registration Statement”)initially filed with the Securities and Exchange Commission (the “Commission”) on September 23, 2019 and declaredeffective by the Commission on September 30, 2019.
In connection with the offering of theOption Shares, the Company is filing this Current Report on Form 8-K to add as an exhibit to the Registration Statement the opinionof counsel with respect to the status of the Option Shares as binding obligations (Exhibit 5.1 to this Current Report on Form 8-K(the “Legal Opinion”). The Legal Opinion is also filed with reference to, and is hereby incorporated by referenceinto, the Registration Statement.
On October11, 2019, the Company issued a press release announcing the closing of the Option Shares pursuant to the full exercise of the Underwriters’over-allotment option. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements andExhibits.
|5.1||Opinion of The NBD Group, Inc.|
|23.1||Consent of The NBD Group, Inc. to the filing of Exhibit 5.1 herewith (included in Exhibit 5.1).|
|99.1||Press Release, dated October 11, 2019.|
Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersignedhereunto duly authorized.
|October 11, 2019||B. RILEY FINANCIAL, INC.|
|By:||/s/ Phillip J. Ahn|
|Name:||Phillip J. Ahn|
|Title:||Chief Financial Officer and|
Chief Operating Officer