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.
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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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