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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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B. Riley Financial, Inc. (Name of Issuer) |
Warrant to purchase shares of common stock, par value $0.0001 per share (Title of Class of Securities) |
05580M108 (CUSIP Number) |
02/26/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 05580M108 |
| 1 | Names of Reporting Persons
RPVOF Broker CTB, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
89,133.58 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported securities represent 89,133.58 shares of Warrant to purchase shares of common stock, par value $0.0001 per share ("Common Stock") issuable upon exercise of 89,133.58 Warrants. The percent of class is calculated based on an aggregate of 32,370,456 shares of Common Stock comprised of (i) 30,538,166 shares of Common Stock outstanding and (ii) 1,832,289.96, representing the total amount of Warrants issued.
SCHEDULE 13G
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| CUSIP No. | 05580M108 |
| 1 | Names of Reporting Persons
OPIF Broker Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
38,740.11 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.12 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent 38,740.11 shares of Common Stock issuable upon exercise of 38,740.11 Warrants. The percent of class is calculated based on an aggregate of 32,370,456 shares of Common Stock comprised of (i) 30,538,166 shares of Common Stock outstanding and (ii) 1,832,289.96, representing the total amount of Warrants issued.
SCHEDULE 13G
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| CUSIP No. | 05580M108 |
| 1 | Names of Reporting Persons
Oaktree-Copley Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,286.98 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.18 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported securities represent 58,286.98 shares of Common Stock issuable upon exercise of 58,286.98 Warrants. The percent of class is calculated based on an aggregate of 32,370,456 shares of Common Stock comprised of (i) 30,538,166 shares of Common Stock outstanding and (ii) 1,832,289.96, representing the total amount of Warrants issued.
SCHEDULE 13G
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| CUSIP No. | 05580M108 |
| 1 | Names of Reporting Persons
Opps XII Broker E Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
959,020.57 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent 959,020.57 shares of Common Stock issuable upon exercise of 959,020.57 Warrants. The percent of class is calculated based on an aggregate of 32,370,456 shares of Common Stock comprised of (i) 30,538,166 shares of Common Stock outstanding and (ii) 1,832,289.96, representing the total amount of Warrants issued.
SCHEDULE 13G
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| CUSIP No. | 05580M108 |
| 1 | Names of Reporting Persons
OCM SSF III Broker Debt Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
687,108.74 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.12 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent 687,108.74 shares of Common Stock issuable upon exercise of 687,108.74 Warrants. The percent of class is calculated based on an aggregate of 32,370,456 shares of Common Stock comprised of (i) 30,538,166 shares of Common Stock outstanding and (ii) 1,832,289.96, representing the total amount of Warrants issued.
SCHEDULE 13G
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| CUSIP No. | 05580M108 |
| 1 | Names of Reporting Persons
Oaktree Capital Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,832,289.96 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.66 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported securities represent 1,832,289.96 shares of Common Stock issuable upon exercise of 1,832,289.96 Warrants. The percent of class is calculated based on an aggregate of 32,370,456 shares of Common Stock comprised of (i) 30,538,166 shares of Common Stock outstanding and (ii) 1,832,289.96, representing the total amount of Warrants issued.
SCHEDULE 13G
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| CUSIP No. | 05580M108 |
| 1 | Names of Reporting Persons
Oaktree Capital Group Holdings GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,832,289.96 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.66 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported securities represent 1,832,289.96 shares of Common Stock issuable upon exercise of 1,832,289.96 Warrants. The percent of class is calculated based on an aggregate of 32,370,456 shares of Common Stock comprised of (i) 30,538,166 shares of Common Stock outstanding and (ii) 1,832,289.96, representing the total amount of Warrants issued.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
B. Riley Financial, Inc. | |
| (b) | Address of issuer's principal executive offices:
11100 Santa Monica Blvd, Suite 800, Los Angeles, California, 90025 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons:"
(i) RPVOF Broker CTB, LLC ("RPVOF"), which is controlled by its manager Oaktree Fund GP, LLC;
(ii) OPIF Broker Holdings, L.P. ("OPIF"), which is controlled by its general partner Oaktree Fund AIF Series, L.P;
(iii) Oaktree-Copley Investments, LLC ("Copley"), which is controlled by its manager Oaktree Capital Management, L.P.;
(iv) Opps XII Broker E Holdings, L.P. ("Opps XII"), which is controlled by its general partner Oaktree Fund GP IIA, LLC; Oaktree Fund GP IIA, LLC controlled by its managing member Oaktree Fund GP II, L.P.;
(v) OCM SSF III Broker Debt Holdings, L.P. ("OCM SSF"), which is controlled by its general partner Oaktree Fund AIF Series (Cayman), L.P.;
(vi) Oaktree Capital Holdings, LLC ("OCH"), which indirectly controls each of the foregoing; and
(vii) Oaktree Capital Group Holdings GP, LLC ("OCGH"), which indirectly controls all of the other Reporting Persons. | |
| (b) | Address or principal business office or, if none, residence:
333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071 | |
| (c) | Citizenship:
See response to Item 4 on the cover page. | |
| (d) | Title of class of securities:
Warrant to purchase shares of common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
05580M108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.
The reported securities are directly held by the following entities (the "Funds"):
RPVOF directly holds 89,133.58 Warrants.
OPIF directly holds 38,740.11 Warrants.
Copley directly holds 58,286.98 Warrants.
Opps XII directly holds 959,020.57 Warrants.
OCM SSF directly holds 687,108.74 Warrants.
As a result of their indirect control of the Funds, each of OCH and OCGH may be deemed to beneficially own the 1,832,289.96 shares of Common Stock issuable upon exercise of the Warrants directly held by the Funds. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page.
The aggregate 1,832,289.96 shares of Common Stock are issuable upon exercise of the Warrants on this Schedule 13G. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, by and among the Reporting Persons, dated as of March 5, 2025. |