Item 8.01. Other Events.
On January 15, 2021, B. Riley Financial, Inc. (the "Company") closed its
underwritten public offering of common stock, par value $0.0001 per share
("Common Stock"). The offering was conducted pursuant to an underwriting
agreement (the "Underwriting Agreement"), dated January 12, 2021, by and among
the Company and B. Riley Securities, Inc., as underwriter (the "Underwriter").
At the closing, the Company issued 1,413,045 shares of Common Stock (the
"Shares"), inclusive of 184,310 shares issued pursuant to the full exercise of
the Underwriter's option to purchase additional shares of common stock.
The Underwriting Agreement contains customary representations, warranties and
covenants of the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions.
The foregoing description of the material terms of the Underwriting Agreement is
qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated
herein by reference.
The Shares were offered pursuant to the Company's shelf registration statement
on Form S-3 (Registration No. 333-236463) initially filed with the Securities
and Exchange Commission (the "Commission") on February 14, 2020 and declared
effective by the Commission on February 24, 2020 (the "Registration
Statement").
Attached as Exhibit 5.1 to this Current Report and incorporated herein by
reference is a copy of the opinion of The NBD Group, Inc. relating to the
validity of the Shares sold in the offering (the "Legal Opinion"). The Legal
Opinion is also filed with reference to, and is hereby incorporated by reference
into, the Registration Statement.
On January 13, 2021, the Company issued a press release announcing the pricing
of the offering. A copy of the press release is filed as Exhibit 99.1 to this
report and is incorporated herein by reference.
On January 15, 2021, the Company issued a press release announcing the closing
of the offering. A copy of the press release is filed as Exhibit 99.2 to this
report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated as of January 12, 2021, by and among the
Company and B. Riley Securities, Inc., as underwriter.
5.1 Opinion of The NBD Group, Inc.
23.1 Consent of The NBD Group, Inc. to the filing of Exhibit 5.1 herewith
(included in Exhibit 5.1).
99.1 Pricing Press Release, dated January 13, 2021.
99.2 Closing Press Release, dated January 15, 2021.
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