Item 8.01. Other Events.
On January 28, 2021, B. Riley Financial, Inc. (the "Company") filed an automatic
shelf registration statement on Form S-3ASR (File No. 333-252513) (the
"Registration Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), covering an
unspecified amount of certain securities of the Company.
On November 15, 2022, the Company filed a prospectus supplement dated November
15, 2022 (the "Resale Prospectus Supplement") to the Registration Statement
registering for resale by certain selling securityholders (the "Selling
Securityholders") offering up to (i) 227,491 shares of the Company's Common
Stock ("Resale Common Shares") and (ii) $60,000,000 of the Company's 6.75%
Senior Notes Due 2024 ("Resale Senior Notes," and together with the Resale
Common Shares, the "Resale Securities"). The Resale Securities were issued to
the Selling Securityholders pursuant to the Securities Purchase Agreement,
between the Company, Targus Cayman Holdco Limited, the Sellers identified
therein and the other parties thereto, dated as of October 18, 2022. The Resale
Senior Notes are Additional Notes pursuant to the terms and conditions of an
Indenture between the Company and The Bank of New York Mellon Trust Company,
N.A., as trustee, dated as of May 7, 2019, as supplemented by the First
Supplemental Indenture dated as of May 7, 2019, the Second Supplemental
Indenture dated as of September 23, 2019, the Third Supplemental Indenture,
dated as of February 12, 2020, the Fourth Supplemental Indenture, dated as of
January 25, 2021, the Fifth Supplemental Indenture, dated as of March 29, 2021,
the Sixth Supplemental Indenture, dated as of August 6, 2021 and the Seventh
Supplemental Indenture, dated as of December 3, 2021. The Company will not
receive any proceeds from the sale of Resale Securities by the Selling
Securityholders.
The Company is filing this report to provide the legal opinion as to the
validity of the Resale Securities covered by the Resale Prospectus Supplement,
which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
5.1 Opinion of The NBD Group, Inc. (Resale Prospectus Supplement)
23.1 Consent of The NBD Group, Inc. to the filing of Exhibit 5.1 herewith
(included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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