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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):
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 1.01 Entry into a Material Definitive Agreement
On August 20, 2025, Tiger US Holdings, Inc. (the
“Borrower”), a wholly owned subsidiary of B. Riley Financial, Inc. (the “Company”), and certain of the Borrowers’
direct and indirect subsidiaries (the “FGI Loan Parties”) entered into a Revolving Credit, Receivables Purchase, Security
and Guaranty Agreement (the “FGI Credit Agreement”) with FGI Worldwide LLC (“FGI”), as agent, for a three-year
$30 million revolving loan facility, the proceeds of which were used to refinance and repay all obligations under an existing credit agreement
between the Borrower and PNC Bank, National Association. The final maturity date of the FGI Credit Agreement is August 20, 2028.
The FGI Credit Agreement is a revolving line of
credit facility with a receivables purchase feature under which the purchase of eligible receivables is on a full recourse basis with
each borrower retaining the risk of non-payment. The revolving loans bear interest at the greater of (a) 5.25% per annum or (b) 3.00%
above the term SOFR for a period of 1 month plus 10 basis points. In addition, the Borrower is required to pay a monthly collateral
management fee.
The FGI Credit Agreement is secured by (i) a first
priority perfected security interest in and a lien upon all of the assets of the FGI Loan Parties, and (ii) a pledge of all of the equity
interests of the Borrower and its direct and indirect subsidiaries. The FGI Credit Agreement contains certain covenants, including those
limiting the FGI Loan Parties’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature
of their businesses, engage in transactions with related parties, make certain investments or pay dividends. The FGI Credit Agreement
also contains customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach
of representations and warranties, covenant defaults and cross defaults. If an uncured event of default occurs, FGI would be entitled
to take various actions, including the acceleration of amounts outstanding under the FGI Credit Agreement.
As required under the FGI Credit Agreement, B.
Riley Commercial Capital, LLC, a wholly owned subsidiary of the Company, entered into an amendment to an existing intercompany loan and
security agreement to extend an additional subordinated loan to the Borrower at the closing of the FGI Credit Agreement in the amount
of $5 million increasing the aggregate principal amount of such loan from $5 million to $10 million.
The foregoing description of the Credit Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Revolving Credit, Receivables Purchase, Security and Guaranty Agreement dated as of August 20, 2025 by and among Targus International LLC, Targus US LLC, Hyper Products Inc., Targus (Canada) Ltd., Tiger US Holdings Inc., Targus US Newco Inc., Targus International Holdco (UK) Limited, Targus Group (UK) Limited, Targus Europe Limited, Targus Asia Pacific Limited, and FGI Worldwide LLC as lender and agent.* |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | In
accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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 26, 2025
2
