false
0001464790
0001464790
2025-08-20
2025-08-20
0001464790
RILY:CommonStockParValue0.0001PerShareMember
2025-08-20
2025-08-20
0001464790
RILY:DepositarySharesEachRepresenting11000thInterestIn6.875SeriesCumulativePerpetualPreferredShareParValue0.0001PerShareMember
2025-08-20
2025-08-20
0001464790
RILY:DepositarySharesEachRepresenting11000thFractionalInterestIn7.375ShareOfSeriesBCumulativePerpetualPreferredStockMember
2025-08-20
2025-08-20
0001464790
RILY:Sec5.00SeniorNotesDue2026Member
2025-08-20
2025-08-20
0001464790
RILY:Sec5.50SeniorNotesDue2026Member
2025-08-20
2025-08-20
0001464790
RILY:Sec6.50SeniorNotesDue2026Member
2025-08-20
2025-08-20
0001464790
RILY:Sec5.25SeniorNotesDue2028Member
2025-08-20
2025-08-20
0001464790
RILY:Sec6.00SeniorNotesDue2028Member
2025-08-20
2025-08-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 20, 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 August 20, 2025, B. Riley
Financial, Inc. (“the Company”) received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”),
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,
2025, 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 financial reports with the U.S. Securities and Exchange Commission (the “SEC”).
Nasdaq
has granted the Company an exception until September 29, 2025 to file its delinquent Form 10-K for the year ended December 31, 2024 (the
“Initial Delinquent Filing”), its delinquent Form 10-Q for the period ended March 31, 2025 and its delinquent Form 10-Q for
the period ended June 30, 2025.
As
a result of this additional delinquency, the Notice states that the Company must submit an update, by September 4, 2025, to its original
plan to regain compliance with respect to the filing requirement.
The
Company expects to file its 2024 Form 10-K shortly, and its Form 10-Q for the period ended March 31, 2025 and its Form 10-Q for the period
ended June 30, 2025, 30 to 45 days after the 10-K.
On August 22, 2025, the Company
issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the
press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated August 22, 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/ Bryant Riley |
| |
Name: |
Bryant Riley |
| |
Title: |
Chairman & Co-CEO |
Date: August 22, 2025
3
