As filed with the Securities and Exchange Commission on February 10, 2020

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   7389   27-0223495
(State of Incorporation)   (Primary Standard Industrial
Classification Code Number) 		  (IRS Employer
Identification No.)

 

21255 Burbank Blvd, Suite 400

Woodland Hills, California 91367

(818) 884-3737

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Bryant Riley

Co-Chief Executive Officer

21255 Burbank Blvd, Suite 400

Woodland Hills, California 91367

(818) 884-3737

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

Sara L. Terheggen, Esq.

The NBD Group, Inc.

350 N. Glendale Avenue, Ste B522

Glendale, California 91206

(408) 201-2662

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐ 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒ 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-233907) 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐ 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer   ☐   Accelerated Filer   ☒
Non-Accelerated Filer   ☐   Smaller Reporting Company   ☐
        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 7(a)(2)(B) of the Securities Act.  ☐ 

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities to be Registered(1)   Proposed Maximum
Aggregate
Offering Price(2)(3) 		    Amount of
Registration Fee 		 
Debt Securities   $ 22,400,000     $ 2,907.52  

 

 

(1) In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities which remain eligible to be sold under the registrant’s Registration Statement on Form S-3 (File No. 333-233907) is hereby registered. The registrant’s Registration Statement on Form S-3 (File No. 333-233907) registered up to a maximum aggregate offering price of $250,000,000, of which $112,000,000 remains eligible to be sold.

 

(2) Pursuant to this registration statement, the registrant is registering an additional indeterminate amount of debt securities with an aggregate offering price not to exceed $22,400,000.

 

(3) Calculated pursuant to Rule 457(o) under the Securities Act.

 

Pursuant to Rule 462(b) under the Securities Act, this Registration Statement shall become effective upon filing with the Securities and Exchange Commission.

 

 

 

 

  

EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement on Form S-3 is being filed pursuant to Rule 462(b) and General Instruction IV.A of Form S-3, both promulgated under the Securities Act (this “Rule 462(b) Registration Statement”), for the sole purpose of increasing the aggregate dollar amount of securities registered under the Registration Statement on Form S-3 (Registration No. 333-233907) filed by B. Riley Financial, Inc., a Delaware corporation, with the Securities and Exchange Commission (the “Commission”) on September 23, 2019, and declared effective by the Commission on September 30, 2019 (the “Initial Registration Statement”), by $22,400,000. Pursuant to Rule 462(b) under the Securities Act, the contents of the Initial Registration Statement, including each of the documents filed by the registrant and incorporated or deemed to be incorporated by reference therein and all exhibits thereto, are hereby incorporated by reference herein.

 

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith. Pursuant to Rule 462(b) under the Securities Act, this Rule 462(b) Registration Statement is to be effective upon filing with the Commission.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Rule 462(b) Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodland Hills, State of California on February 10, 2020.

 

  B. RILEY FINANCIAL, INC.
     
  By: /s/ Phillip J. Ahn
  Name: Phillip J. Ahn
  Title: Chief Financial Officer and
  Chief Operating Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Rule 462(b) Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

SIGNATURE   TITLE   DATE
         
/s/ Bryant R. Riley   Co-Chief Executive Officer and Chairman of the Board   February 10, 2020
Bryant R. Riley   (Principal Executive Officer)    
         
/s/ Phillip J. Ahn   Chief Financial Officer and Chief Operating Officer   February 10, 2020
Phillip J. Ahn   (Principal Financial Officer)    
         
/s/ Howard Weitzman   Chief Accounting Officer   February 10, 2020
Howard E. Weitzman   (Principal Accounting Officer)    
         
*   Director   February 10, 2020
Thomas J. Kelleher        
         
*   Director   February 10, 2020
Andrew Gumaer        
         
*   Director   February 10, 2020
Robert L. Antin        
         
*   Director   February 10, 2020
Robert D’Agostino        
         
*   Director   February 10, 2020
Michael J. Sheldon        
         
*   Director   February 10, 2020
Todd D. Sims        
         
*   Director   February 10, 2020
Mimi Walters        
         
*   Director   February 10, 2020
Mikel H. Williams        

 

* Pursuant to power of attorney

 

By: /s/ Phillip J. Ahn  
  Phillip J. Ahn, Attorney-in-Fact

 

 

 

EXHIBIT INDEX

 

Exhibit
Number 		  Description of Exhibit
     
5.1   Opinion of The NBD Group, Inc. regarding the legality of the securities being registered.
     
23.1   Consent of Marcum LLP.
     
23.2   Consent of BDO USA, LLP, Independent Registered Public Accounting Firm of FBR & Co.
     

23.3

 

Consent of BDO USA, LLP, Independent Registered Public Accounting Firm of magicJack VocalTec Ltd.

     
23.4   Consent of Mayer Hoffman McCann CPAs, The New York Practice of Mayer Hoffman McCann P.C., Independent Auditor of BR Brand Group.
     
23.5   Consent of The NBD Group, Inc. (included in Exhibit 5.1).
     
24.1   Power of Attorney (included on the signature page of the Registration Statement on Form S-3 (333-233907) filed by B. Riley Financial, Inc. on September 23, 2019).

 

 

 

 

 

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