Item 7.01 Regulation FD Disclosure
On July 30, 2021, B. Riley Financial, Inc. (the "Company") issued a press
release announcing the commencement of its public offering of $150,000,000
aggregate principal amount of senior notes due 2028. The Company expects to
grant the underwriters a 30-day option to purchase up to an additional
$22,500,000 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
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, 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 and the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2021. 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
Item 9.01 Financial Statements and Exhibits
99.1 Press Release, dated July 30, 2021.
99.2 Road Show Materials, dated July 30, 2021.
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