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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 1, 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 |
| 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
On October 1, 2025, B. Riley Financial, Inc.
(the “Company”) received a Staff Determination Letter from the Nasdaq Listing Qualifications Staff (the “Staff”)
based on the Company's non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”), as previously notified by
the Staff on April 3, 2025, May 21, 2025 and August 20, 2025. The basis for the Staff Determination Letter is that the Company has not
yet filed its Quarterly Reports on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025 (the “Delayed Reports”),
with the Securities and Exchange Commission (the “SEC”).
The Company filed its Form 10-K for the fiscal
year ended December 31, 2024 (the “2024 Form 10-K”) on September 19, 2025 and is actively working towards the filing of the
Delayed Reports to ensure full compliance with the Listing Rules.
The Staff Determination Letter noted that, after
the Staff’s review of the materials submitted by the Company on September 4, 2025 and September 19, 2025 (the “Updated Plan
of Compliance”), it lacked the discretion within Nasdaq’s rules to grant the Company a further exception beyond the September
29, 2025 deadline that was previously granted to regain compliance with the Filing Rule. The Staff Determination Letter has no immediate
effect and will not immediately result in the suspension of trading or delisting of the Company’s securities.
The Staff Determination Letter notified the Company
that it may request a hearing before a Nasdaq Hearings Panel (“Hearings Panel”), pursuant to the procedures set forth in
the Nasdaq Listing Rule 5800 Series. A request for a hearing regarding one or more delinquent filings will automatically stay the suspension
of the Company’s securities for a period of at least 15 calendar days from the date of the hearing request. By Nasdaq rule, when
a company requests a hearing for one or more late SEC periodic public filings, it must also request an extension of the stay through
the hearing date and subsequently during any additional extension period granted by a Hearings Panel following the hearing. Hearings
are typically scheduled to occur approximately 30-45 days after the date of the hearing request. The Company intends to timely submit
a request for a hearing including continued listing of its securities pending the hearing and the Hearings Panel’s decision.
There can be no assurance that the Hearings Panel
will grant any of the Company’s requests for additional time. In the unlikely event that Nasdaq is not able to rule on the stay
of a suspension prior to the expiration of the automatic stay, it has been Nasdaq’s practice to take no action until a Hearings
Panel is able to make a ruling on the extended stay request. Once the Hearings Panel makes a ruling on the extended stay, the Company
intends to make a subsequent announcement.
Item 7.01 Regulation FD Disclosure.
On October 6, 2025, the Company issued a press release
related to the information described in Item 3.01 above. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished pursuant to this Item 7.01 (including Exhibit
99.1 hereto), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference
in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated October 6, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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/
Scott Yessner |
| |
Name: |
Scott
Yessner |
| |
Title: |
Executive Vice President and Chief Financial Officer
|
Date: October 6, 2025
2
