Business Context and Reporting Period
This Form 8-K is filed by B. Riley Financial, Inc. (not BRC Group Holdings, Inc.) on June 4, 2025. The report addresses a compliance issue regarding the timely filing of periodic financial reports with the SEC and Nasdaq.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This document is a current report regarding regulatory compliance rather than a financial statement.
Material Changes and Events
- Delisting Notice: On June 4, 2025, the Company received a notice from Nasdaq indicating non-compliance with Listing Rule 5250(c)(1) due to delays in filing its Annual Report (Form 10-K) for the period ended December 31, 2024, and its Quarterly Report (Form 10-Q) for the period ended March 31, 2025.
- Exception Granted: Nasdaq Staff granted an exception to allow the Company to regain compliance. The deadline to file all delinquent reports is September 29, 2025.
- Listing Status: The notice has no immediate effect on the listing of the Company's securities on Nasdaq.
Outlook, Risks, and Management Commentary
Management states the Company is working diligently to complete its Annual and Quarterly Reports and plans to file them as promptly as possible. The primary risk identified is the potential failure to meet the September 29, 2025 deadline, which could impact continued listing status.
Investor Verification Checklist
- Verify the exact filing dates for the Form 10-K (FY 2024) and Form 10-Q (Q1 2025) once submitted.
- Monitor the Company's ability to meet the September 29, 2025 compliance deadline set by Nasdaq.
- Review the attached press release (Exhibit 99.1) for any additional details on the delay.
- Confirm the continued trading status of all registered securities (RILY, RILYP, RILYL, RILYG, RILYK, RILYN, RILYZ, RILYT) on the Nasdaq Global Market.