Item 3.02 Unregistered Sale of Equity Securities
The information set forth under Item 7.01 is incorporated herein by reference.
On January 19, 2022, in connection with the consummation of the transactions
contemplated by the Purchase Agreement (as defined below) and as part of the
total consideration described in the press release furnished as Exhibit 99.1
hereto, B. Riley Financial, Inc., a Delaware corporation (the "Company"), (i)
issued 152,438 shares of its common stock, par value $0.0001 per share ("Common
Stock"), to certain equityholders (the "Sellers") of FocalPoint Securities, LLC
("FocalPoint") and (ii) agreed to issue an additional 152,438 shares of Common
Stock to the Sellers on January 19, 2025. The issuance of the shares of Common
Stock pursuant to the Purchase Agreement was not or will not be registered under
the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of
the Securities Act as no general solicitation was used in the offer and sale of
the Common Stock. Pursuant to the Purchase Agreement, the Company agreed that,
within five business days after the issuance of the shares of Common Stock, it
will file or cause to be filed (at its sole cost and expense) one or more
prospectus supplements to its then-existing effective automatic shelf
registration statement registering for resale all of the shares of Common Stock
issued to the Sellers.
Item 7.01 Regulation FD Disclosure
On January 18, 2022, the Company entered into a Membership Interest Purchase
Agreement (the "Purchase Agreement") with FocalPoint, the Sellers and the other
parties to the Purchase Agreement. The Purchase Agreement provides for the
acquisition of all of the issued and outstanding membership interests of
FocalPoint by the Company in exchange for cash and shares of Common Stock. The
transactions contemplated by the Purchase Agreement were consummated on January
19, 2022.
On January 18, 2022, the Company and FocalPoint jointly issued a press release
announcing the transaction. A copy of that press release is furnished as Exhibit
99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release, dated January 18, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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