Current Report Filing (8-k)
October 15 2019 - 04:08PM
Edgar (US Regulatory)
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 15, 2019
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.)
|
21255
Burbank Boulevard, Suite 400
Woodland
Hills, California 91367
818-884-3737
(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
|
7.25%
Senior Notes due 2027
|
|
RILYG
|
|
Nasdaq
Global Market
|
7.50%
Senior Notes due 2027
|
|
RILYZ
|
|
Nasdaq
Global Market
|
7.375%
Senior Notes due 2023
|
|
RILYH
|
|
Nasdaq
Global Market
|
6.875%
Senior Notes due 2023
|
|
RILYI
|
|
Nasdaq
Global Market
|
7.50%
Senior Notes due 2021
|
|
RILYL
|
|
Nasdaq
Global Market
|
6.75%
Senior Notes due 2024
|
|
RILYO
|
|
Nasdaq
Global Market
|
6.50%
Senior Notes due 2026
|
|
RILYN
|
|
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
7.01 Regulation FD Disclosure.
On
October 15, 2019, B. Riley Financial, Inc. (the “Company”) issued a press release announcing the initial
cash dividend for the Company’s 6.875% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred
Stock”). Trading of the depositary shares commenced on October 8, 2019 on NASDAQ under the symbol “RILYP.”
The cash dividend equals $0.11458333 per depositary share, each representing 1/1000th of a share of the Company’s
Series A Preferred Stock with a liquidation preference equivalent to $25.00 per depositary share. The dividend will be
payable on or about October 31, 2019 to holders of record as of the close of business on October 21, 2019. A copy of the
press release is attached hereto as Exhibit 99.1.
This
Current Report on Form 8-K (and the exhibits attached hereto) may contain “forward-looking” statements as defined
by the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission (the “SEC”)
in its rules, regulations and releases. These statements include, but are not limited to, the Company’s plans, objectives,
expectations and intentions regarding the performance of its business, the terms and conditions and timing of the preferred stock
offering, the intended use of proceeds of the preferred stock offering and other non-historical statements. These statements can
be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,”
“plans,” “continues,” “estimates,” “predicts,” “projects,” “forecasts,”
and similar expressions. All forward looking statements are based on management’s current expectations and beliefs only
as of the date of this report and are subject to risks, uncertainties and assumptions that could cause actual results to differ
materially from those discussed in, or implied by, the forward-looking statements, including the risks identified and discussed
from time to time in the Company’s reports filed with the SEC, including the Company’s most recent Annual Report on
Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. Readers
are strongly encouraged to review carefully the full cautionary statements described in these reports. Except as required by law,
the Company undertakes no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances
after the date of this report, or to reflect the occurrence of unanticipated events or circumstances.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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.
October
15, 2019
|
B.
RILEY FINANCIAL, INC.
|
|
|
|
By:
|
/s/
Phillip J. Ahn
|
|
|
Name:
|
Phillip
J. Ahn
|
|
|
Title:
|
Chief
Financial Officer and
Chief Operating Officer
|
2
B Riley Financial (NASDAQ:RILY)
Historical Stock Chart
From Feb 2024 to Mar 2024
B Riley Financial (NASDAQ:RILY)
Historical Stock Chart
From Mar 2023 to Mar 2024