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Washington, D.C. 20549





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


Date of Report (Date of earliest event reported): April 5, 2024



(Exact name of registrant as specified in its charter)


Delaware   001-37503   27-0223495
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025


(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 1/1000th 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 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock   RILYL   Nasdaq Global Market
6.75% Senior Notes due 2024   RILYO   Nasdaq Global Market
6.375% Senior Notes due 2025   RILYM   Nasdaq Global Market
5.00% Senior Notes due 2026   RILYG   Nasdaq Global Market
5.50% Senior Notes due 2026   RILYK   Nasdaq Global Market
6.50% Senior Notes due 2026   RILYN   Nasdaq Global Market
5.25% Senior Notes due 2028   RILYZ   Nasdaq Global Market
6.00% Senior Notes due 2028   RILYT   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 1.05 Material Cybersecurity Incidents


On April 5, 2024, Targus International, LLC and certain affiliates (collectively, “Targus”), each of which is an indirect subsidiary of B. Riley Financial, Inc. (the “Company”), discovered that a threat actor gained unauthorized access to certain of Targus’ file systems. Upon discovery and with assistance from external cybersecurity counsel and consultants, Targus immediately activated its incident response and business continuity protocols to investigate, contain and remediate the incident. Through this process, proactive containment measures to disrupt unauthorized access resulted in a temporary interruption in the business operations of the Targus network.


The incident has been contained and Targus systems recovery efforts are in process.


While the investigation is ongoing and the incident has temporarily disrupted Targus’ business operations, as of the date of this filing, the Company does not currently believe that this incident will materially impact the Company’s financial condition or results of operations taken as a whole. Business operations for each of the Company’s other subsidiaries have continued without disruption in all material respects, and no other Company business has been affected. Last year, Targus was not a significant contributor to the Company’s Operating Adjusted EBITDA.


Targus has notified relevant regulatory authorities and will work with law enforcement with respect to the unauthorized access to information.


Forward-looking statements


This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and the Company assumes no duty to update forward-looking statements, except as required by law. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not limited to, the risks described from time to time in the Company’s periodic filings with the SEC, including, without limitation, the risks described in the Company’s 2022 Annual Report on Form 10-K under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (as applicable). Additional information will be set forth in the Company’s Annual Report on Form 10-K for the year ended 2023. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and the Company undertakes no duty to update this information.







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.

/s/ Phillip J. Ahn

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


Date: April 8, 2024