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): February 24, 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 | ||
| Global Market | ||||
| Global Market | ||||
| Global Market | ||||
| 6.375% Senior Notes due 2025 | RILYM | 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; Transfer of Listing. |
As previously reported in a Current Report on Form 8-K filed on November 26, 2024, B. Riley Financial, Inc. (the “Company”) received a notice from the Nasdaq Stock Market LLC (“Nasdaq”) on November 20, 2024, 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, 2024 and its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Third Quarter 10-Q”), 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 reports with the U.S. Securities and Exchange Commission (the “SEC”). As reported in its Third Quarter 10-Q filed with the SEC on February 21, 2024, the Company received a notice from Nasdaq on February 19, 2025, which indicated that the Company did not meet the terms of the exception granted to file the Third Quarter 10-Q by February 17, 2025 to regain compliance with the Rule. The February 19 notice indicated that, absent an appeal by the Company, trading in the Company’s securities would have been suspended on February 28, 2025.
On February 24, 2025, the Company received a notice from Nasdaq indicating that, based on the Company’s filing of the Third Quarter 10-Q, the Company is in compliance with the Rule and the matter is now closed.
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/Phillip Ahn | |
| Name: | Phillip Ahn | |
| Title: | CFO & COO | |
Date: February 25, 2025
