B. Riley Financial, Inc. (Form: 8-K, Received: 08/12/2021 16:18:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2021

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37503	27-0223495
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

11100 Santa Monica Boulevard, Suite 800

Los Angeles, California 90025

(310) 966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	RILY	Nasdaq Global Market
Depositary Shares (each representing a 1/1000^th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share)	RILYP	Nasdaq Global Market
Depositary Shares (each representing a 1/1000^thinterest in a 7.375% Series B Cumulative Perpetual Preferred Share, par value $0.0001 per share)	RILYL	Nasdaq Global Market
7.375% Senior Notes due 2023	RILYH	Nasdaq Global Market
6.875% Senior Notes due 2023	RILYI	Nasdaq Global Market
6.75% Senior Notes due 2024	RILYO	Nasdaq Global Market
6.50% Senior Notes due 2026	RILYN	Nasdaq Global Market
6.375% Senior Notes due 2025	RILYM	Nasdaq Global Market
6.00% Senior Notes due 2028	RILYT	Nasdaq Global Market
5.50% Senior Notes due 2026	RILYK	Nasdaq Global Market
5.25% Senior Notes due 2028	RILYZ	Nasdaq Global Market

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 11, 2021, the Board of Directors (the “Board”) of B. Riley Financial, Inc. (the “Company”) increased the number of directors that comprised the full Board from eight to nine members and appointed Renée E. LaBran as an independent director to fill the new seat on the Board, with a term expiring at the Company’s next annual meeting of stockholders. Ms. LaBran will serve on the Audit and Corporate Governance Committees. There is no arrangement between Ms. LaBran and any other person pursuant to which she was selected as director.

In connection with Ms. LaBran’s appointment to serve on the Board, the Company will enter into an indemnification agreement with Ms. LaBran in the form in which the Company has entered into with its other directors, which form is filed as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2009 and is incorporated herein by reference.

On August 12, 2021, the Company issued a press release announcing Ms. LaBran’s appointment to the Board, which is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release, dated August 12, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

August 12, 2021	B. RILEY FINANCIAL, INC.

	By:	/s/ Phillip J. Ahn
		Name:	Phillip J. Ahn
		Title:	Chief Financial Officer and Chief Operating Officer

Exhibit 99.1

B. Riley Financial Appoints Renée E. LaBran to its Board of Directors

LOS ANGELES, August 12, 2021 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley”), a diversified financial services company, today announced that Renée E. LaBran has joined its Board of Directors and will serve on the Audit and Governance Committees. With her appointment, the number of directors on B. Riley’s board increases to nine members, including seven independent directors.

Bryant Riley, Chairman and Co-Chief Executive Officer of B. Riley Financial, said: “Renée has an impressive background and brings significant business acumen in several areas that are core to our platform, including investment management and venture capital. We are pleased to welcome her to B. Riley and look forward to her contributions as a valued member of our board.”

LaBran is a seasoned board director, investor, and business advisor with over 25 years of operating, strategic, and financial experience across a range of industries. She has extensive experience in executive management, management consulting, and growth capital investing, and has led large corporate strategy initiatives including M&A and digital transformation projects for both public and private companies.

Involved in the venture capital industry since 2000, LaBran was a founding partner of early-stage venture capital firm, Rustic Canyon, and later served as a partner with Rustic Canyon/Fontis Partners where she managed a portfolio of later stage consumer product companies. During which time, she served as a board director and advisor to multiple portfolio companies while providing oversight of her investment firm’s finance and operations functions.

LaBran is currently on the board of technology incubator, Idealab, Inc., and was previously on the boards of Sambazon, Inc. and TomboyX. She also served as a governor-appointed public member on the Board of Trustees for the State Bar of California from 2015 to 2020 and was involved in the reorganization of this governing body.

An active mentor and philanthropist, LaBran is Co-Founder and Advisory Board Member for the Women Founders Network which is dedicated to supporting female entrepreneurs by providing access to mentorship, visibility, and capital. She also previously served as Board Chair for Hathaway-Sycamores Child and Family Services.

LaBran earned an M.B.A. with distinction from Harvard Business School and an A.B. in Economics from the University of California at Berkeley. She is also currently an Adjunct Professor in the M.B.A. program at UCLA Anderson School of Management.

About B. Riley Financial

B. Riley Financial provides collaborative solutions tailored to fit the capital raising and business advisory needs of its clients and partners. B. Riley operates through several subsidiaries that offer a diverse range of complementary end-to-end capabilities spanning investment banking and institutional brokerage, private wealth and investment management, financial consulting, corporate restructuring, operations management, risk and compliance, due diligence, forensic accounting, litigation support, appraisal and valuation, auction and liquidation services. For more information, please visit www.brileyfin.com.

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Contacts

Investors	Media
Mike Frank	Jo Anne McCusker
ir@brileyfin.com	press@brileyfin.com
(212) 409-2424	(646) 885-5425

Source: B. Riley Financial, Inc.