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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):
November 18, 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)
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)) |
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 |
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.
On November 18, 2025, B. Riley Financial, Inc. (the “Company”)
received written notification (the “Decision Letter”) from the Nasdaq Hearings Panel (the “Panel”) notifying the
Company of its decision to grant the Company’s request to continue its listing on The Nasdaq Stock Market (“Nasdaq” or the
“Exchange”), subject to the Company’s meeting certain conditions outlined in the letter.
The Company participated in a hearing with the Panel on November 4,
2025 in connection with the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”), as previously
notified by the Nasdaq Listing Qualifications Staff (the “Staff”) on April 3, 2025, May 21, 2025 and August 20, 2025. The
basis for the Staff Determination Letter was that the Company had not yet filed its Quarterly Reports on Form 10-Q for the periods ended
March 31, 2025 and June 30, 2025 with the Securities and Exchange Commission (the “SEC”).
In the Decision Letter, the Hearings Advisor noted that the Panel reviewed
the information presented by the Company, detailing the compliance plan proposed by the Company, as well as all other correspondence previously
submitted by the Company and the Staff.
Panel Decision
Based on the information presented, the Panel determined to grant the
Company an exception to cure its filing delinquencies. In the Decision Letter, the Panel noted the challenges the Company has faced in
its financial reporting function and that the Company has retained appropriate external consultants, service providers and a new CFO in
an effort to cure the current delinquency and aid in financial reporting moving forward. The Panel granted the Company’s request
for continued listing on Nasdaq, subject to the following terms:
1. On or before November 21, 2025, the Company shall file the Form
10-Q for the period ended March 31, 2025;
2. On or before December 23, 2025, the Company shall file the
Form 10-Q for the period ended June 30, 2025; and
3. On or before January 20, 2026, the Company shall file the Form 10-Q
for the period ended September 30, 2025.
The Company filed its Quarterly Report on Form 10-Q for the period ended
March 31, 2025 with the SEC on November 18, 2025.
The Company anticipates filing its Quarterly Reports on Form 10-Q for the
periods ended June 30, 2025 and September 30, 2025 by the deadlines set forth in the Decision Letter.
The Decision Letter also noted that, should the Company miss any such
deadline, the Panel will delist the Company’s securities from the Exchange.
The Panel also made it a requirement during the exception period that
the Company provide prompt notification of any significant events that occur during this time that may affect the Company’s compliance
with Nasdaq requirements.
The Company has the right to request that the Nasdaq Listing and Hearing
Review Council (the “Listing Council”) review the Decision Letter within 15 days from the date of the decision. The Company
does not anticipate making such a request at this time.
In addition, the Decision Letter advised that the Listing Council may,
on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the written decision. If the Listing
Council determines to review this Decision Letter, it may affirm, modify, reverse, dismiss or remand the decision to the Panel.
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/ Bryant Riley |
| |
Name: |
Bryant Riley |
| |
Title: |
Chairman & Co-CEO |
Date: November 19, 2025
2
