UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   27-0223495
(State of incorporation
or organization)
  (I.R.S. Employer
Identification No.)

 

11100 Santa Monica Boulevard, Suite 800

Los Angeles, California

  90025
(Address of principal executive offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act: 

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Depositary Shares (each representing 1/1000th in a share of 7.375% Series B Cumulative Perpetual Preferred Stock, par value $0.0001)   The NASDAQ Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: File No. 333-233907

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The class of securities to be registered hereby are the depositary shares (the “Depositary Shares”), each representing 1/1000th interest in a share of 7.375% Series B Cumulative Perpetual Preferred Stock, $0.0001 par value, with a liquidation preference of $25,000 per share (equivalent to a $25.00 liquidation preference per Depositary Share) (the “Series B Preferred Stock”) of B. Riley Financial, Inc. (the “Company”). The description of the terms of the Depositary Shares and the Series B Preferred Stock set forth under the heading “Description of Series B Preferred Stock and The Depositary Shares” in the Company’s Prospectus Supplement dated September 1, 2020 and under the headings “Description of Depositary Shares” and “Description of Capital Stock - Preferred Stock” in the accompanying prospectus that constitutes a part of the Company’s Shelf Registration Statement on Form S-3 (File No. 333-236463) filed under the Securities Act of 1933, as amended are incorporated herein by reference.

 

Item 2. Exhibits.

 

3.1   Amended and Restated Certificate of Incorporation of B. Riley Financial, Inc., as amended, dated as of August 17, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2018).
     
3.2   Amended and Restated Bylaws of B. Riley Financial, Inc., dated as of November 6, 2014 (incorporated by reference to Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q filed on November 6, 2014).
     
3.3   Amendment to the Amended and Restated Bylaws of B. Riley Financial, Inc., dated as of April 3, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 9, 2019).
     
3.4   Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock of B. Riley Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 7, 2019).
     
3.5   Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock of B. Riley Financial, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 4, 2020).
     
4.1   Deposit Agreement, dated September 4, 2020, among B. Riley Financial, Inc., Continental Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts, with respect to B. Riley Financial, Inc.’s 7.375% Series B Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 4, 2020).
     
4.2   Specimen certificate representing the 7.375% Series B Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of B. Riley Financial, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 4, 2020).
     
4.3   Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1).

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

September 4, 2020 B. RILEY FINANCIAL, INC.
     
  By:  /s/ Phillip J. Ahn
    Name: Phillip J. Ahn
    Title:   Chief Financial Officer and
    Chief Operating Officer

 

 

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