As filed with the Securities and Exchange Commission on May 28, 2021

Registration No. 333-234453

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8 REGISTRATION STATEMENT No. 333-234453

UNDER

THE SECURITIES ACT OF 1933

B. Riley Financial, Inc.

(Exact Name of Registrant as Specified in Its Charter)

B. Riley Financial, Inc. Amended and Restated 2009 Stock Incentive Plan

B. Riley Financial, Inc. 2021 Stock Incentive Plan

(Full Title of the Plans)

Alan N. Forman

Executive Vice President, General Counsel and Secretary

299 Park Avenue, 21st Floor,

New York, NY 10171
(212) 457-3300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Patrick S. Brown

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, California 90067

(310) 712-6600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

EXPLANATORY NOTE

B. Riley Financial, Inc., a Delaware corporation (the “Company” or the “registrant”), previously registered the offering of shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”), pursuant to the B. Riley Financial, Inc. Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan”), on a registration statement on Form S-8 (Registration No. 333-234453) filed with the Securities and Exchange Commission (the “Commission”) on November 1, 2019 (the “November 2019 Registration Statement”).

On May 27, 2021 (the “Effective Date”), the stockholders of the Company approved the B. Riley Financial, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan provides: (i)  as of the Effective Date the 2009 Plan will be terminated and no new awards may be granted under the 2009 Plan (although awards granted under the 2009 Plan prior to the Effective Date will remain outstanding in accordance with their terms and those of the 2009 Plan); and (ii) 2,476,531 shares of Common Stock that were previously registered in connection with the 2009 Plan pursuant to the Company’s November 2019 Registration Statement and shares of Common Stock subject to outstanding awards under the 2009 Plan as of the Effective Date that, on or after the Effective Date, expire or are forfeited, terminated or cancelled for any reason without having been exercised or settled in full (collectively, the “Carryover Shares”), will be eligible for issuance under the 2021 Plan.

Accordingly, the Company is filing this Post-Effective Amendment No. 1 to the November 2019 Registration Statement (the “Amended Registration Statement”), pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K, which requires the Company to disclose a material change in the plan of distribution as originally disclosed in the November 2019 Registration Statement, and Commission Compliance and Disclosure Interpretation 126.43, to reflect that, as of the Effective Date, the Carryover Shares may be issued under the 2021 Plan, a copy of which is incorporated herein by reference as an exhibit hereto. This Amended Registration Statement amends and supplements the items contained in the November 2019 Registration Statement, and no additional shares of Common Stock are being registered pursuant to the Amended Registration Statement. All other items of the November 2019 Registration Statement are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The Company is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Commission. The following documents, which are on file with the Commission (File No. 011-37503), are incorporated in this registration statement by reference:

(a) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on March 4, 2021;

(b) the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed on May 10, 2021;

(c) the Company’s Current Reports on Form 8-K filed on January 6, 2021, January 15, 2021, January 25, 2021, February 25, 2021, March 1, 2021, March 29, 2021 and April 6, 2021; and

(d) the description of the Company’s Common Stock contained in the Registration Statement on Form 8-A filed on July 15, 2015, and any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the Commission), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

The validity of the securities offered hereby has been passed upon for the Company by Sullivan & Cromwell LLP, its counsel.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Article Eight of the Company’s Amended and Restated Certificate of Incorporation provides for indemnification by the registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s Amended and Restated Certificate of Incorporation provides for such limitation of liability.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 28th day of May, 2021.

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of B. Riley Financial, Inc. hereby severally constitute and appoint Phillip J. Ahn and Alan N. Forman, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable B. Riley Financial, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit Index

II-5