Item 7.01 Regulation FD Disclosure
On March 23, 2021, B. Riley Financial, Inc. (the "Company") issued a press
release announcing the commencement of its public offering of $125,000,000
aggregate principal amount of senior notes due 2026. The Company expects to
grant the underwriters a 30-day option to purchase up to an additional
$18,750,000 aggregate principal amount of senior notes in connection with the
offering. A copy of the press release is attached hereto as Exhibit 99.1.
In addition, in connection with the public offering, the Company will be making
road show presentations to certain existing and potential securityholders of the
Company. The road show materials are attached hereto as Exhibit 99.2.
The information set forth under this Item 7.01, including Exhibit 99.1 and
Exhibit 99.2 hereto, is not deemed "filed" for purposes of Section 18 of the
Exchange Act, or incorporated by reference in any filing under the Securities
Act, except as may be expressly set forth by specific reference in such a
filing.
Forward-Looking Statements
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 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,
statements regarding the Company's anticipated results for the first quarter of
2021, the terms and conditions and timing of the senior notes offering, the
intended use of proceeds of the senior notes 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, 2020. 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
99.1 Press Release, dated March 23, 2021.
99.2 Road Show Materials, dated March 23, 2021.
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