UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On April 24, 2024, B. Riley Financial, Inc. (the “Company”) issued a press release announcing the filing of its 2023 Annual Report on Form 10-K and providing certain financial information related to the year and quarter ended December 31, 2023. In addition, the press released disclosed that, as referenced in the Company’s 2023 Annual Report, the Audit Committee of the Company’s Board of Directors engaged Winston & Strawn LLP as independent counsel to assist the Audit Committee in conducting an investigation of the historical relationship between the Company (and its affiliates) and Brian Kahn (and his affiliates) as well as certain related allegations asserted against the Company by certain short sellers. The results of the independent investigation confirmed that the Company and its executives had no involvement with, or knowledge of, any of the alleged misconduct concerning Mr. Kahn or any of his affiliates. This independent investigation was conducted subsequent to the Company’s February 22, 2024 disclosure of the internal review performed with the assistance of Sullivan & Cromwell LLP as outside counsel.
A copy of the press release is attached hereto as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
Additionally, on April 24, 2024, in conjunction with the press release described above, the Company posted to its website at https://ir.brileyfin.com, certain supplemental financial information for the fourth quarter ended December 31, 2023. A copy of the information is attached hereto as Exhibit 99.2.
The Company also intends to amend its August 21, 2023 Current Report on Form 8-K filed with the SEC in connection with the closing of its investment in Franchise Group, Inc. (“FRG”), which amended Form 8-K will include the filing of FRG’s statements of operations for the year and six months ended December 31, 2022 and June 30, 2023, respectively, and balance sheet as of June 30, 2023, as well as related Company pro forma financials. Those FRG financial statements were filed by FRG with the SEC in its 2022 Annual Report on Form 10-K and its June 30, 2023 Quarterly Report on Form 10-Q, respectively, and are available at the SEC’s website at www.sec.gov. Due to the successful sales by FRG of its Badcock and Sylvan Learning businesses in December 2023 and February 2024, respectively, however, FRG is in the process of preparing those financials in accordance with GAAP to recast the Badcock and Sylvan Learning businesses as discontinued operations. Accordingly, the Company anticipates filing the amended Form 8-K to include such financial statements in the near term.
The information set forth in this Current Report, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including Exhibits 99.1 and 99.2 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 24, 2024 | |
| 99.2 | Fourth Quarter 2023 Supplemental Financial Data dated April 24, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| B. Riley Financial, Inc. | ||
| By: |
/s/ Phillip J. Ahn | |
| Name: | Phillip J. Ahn | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
Date: April 24, 2024
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