Form 424B5 B. Riley Financial, Inc.

Get instant alerts when news breaks on your stocks. Claim your 1-week free trial to StreetInsider Premium here.

Filed pursuant to Rule 424(b)(5)
Registration No. 333-252513

 

The information in this preliminary
prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and
the accompanying prospectus are not an offer to sell these securities, and they are not soliciting an offer to buy these securities in
any jurisdiction where the offer or sale thereof is not permitted.

 

SUBJECT TO COMPLETION, DATED NOVEMBER 29, 2021

 

PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated January 28, 2021)

$150,000,000

 

% Senior Notes due 2026

 

B. Riley Financial, Inc. is offering
$150,000,000 principal amount of our         % Senior Notes due 2026 (the “Notes”)
as described in this prospectus supplement and the accompanying prospectus. Interest on the Notes will accrue from         ,
2021 and will be paid quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on January 31, 2022,
and at maturity. The Notes will mature on December 31, 2026.

 

Prior to October 2, 2026, we may,
at our option, redeem the Notes, for cash in whole or in part at any time, at a redemption price equal to the sum of (i) 100% of the principal
amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption and (ii) the Make-Whole
Amount (as defined in the “Description of Notes – Optional Redemption”), if any. On or after October 2, 2026 and prior
to maturity, we may, at our option, redeem the Notes for cash in whole or in part at any time, at a redemption price equal to 100% of
their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption. See “Description of the Notes —
Optional Redemption.” The Notes will be issued in denominations of $25 and in integral multiples thereof.

 

The Notes will be our senior
unsecured obligations and will rank equal in right of payment with all of our existing and future senior unsecured and unsubordinated
indebtedness. The Notes will be effectively subordinated in right of payment to all of our existing and future secured indebtedness,
and the Notes will be structurally subordinated to all existing and future indebtedness (including trade payables) of our subsidiaries.

 

Investing in the Notes
involves a high degree of risk. You should carefully consider the risks described under “Risk Factors” beginning on page
S-6 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.

 

Neither the U.S. Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

We intend to apply to list
the Notes on the Nasdaq Global Market (“Nasdaq”). If approved for listing, trading on Nasdaq is expected to begin
within 30 business days of         , 2021, the original issue date.

    Per Note     Total  
Public
offering price(1)
  $             $         
Underwriting
discount(2)
  $       $    
Proceeds,
before expenses, to us(1)
  $       $    

 

(1) Plus accrued interest
from         , 2021, if the initial settlement occurs
after that date.
(2) See “Underwriting”
for a description of all underwriting compensation payable in connection with this offering.

 

We have granted the underwriters
an option to purchase up to an additional $22,500,000 aggregate principal amount of Notes within 30 days from the date of this prospectus
supplement.

 

The underwriters expect to
deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company for the accounts of its participants
on or about         , 2021.

 

Book-Running Managers

 

B. Riley Securities   Janney Montgomery Scott   Oppenheimer & Co.   Ladenburg Thalmann   William Blair   InspereX

 

Lead
Manager

EF
Hutton, division of Benchmark Investments, LLC

 

Co-Managers

Aegis Capital Corp.   Boenning & Scattergood   Brownstone Investment Group   Colliers Securities LLC

 

Huntington Capital Markets   Newbridge Securities Corporation   Wedbush Securities

  

The date of this prospectus supplement is         ,
2021.

 

TABLE OF CONTENTS

 

Prospectus Supplement

 

 

Prospectus

 

 

 

ABOUT THIS PROSPECTUS
SUPPLEMENT

 

This prospectus supplement
and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”)
utilizing a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, including
the documents incorporated by reference, which describes the specific terms of this offering. The second part, the accompanying prospectus,
including the documents incorporated by reference, provides more general information. Generally, when we refer to this prospectus, we
are referring to both parts of this document combined. We urge you to carefully read this prospectus supplement and the accompanying
prospectus, and the documents incorporated by reference herein and therein, before buying any of the securities being offered under this
prospectus supplement. This prospectus supplement may add or update information contained in the accompanying prospectus and the documents
incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements
made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus
supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus
and such documents incorporated by reference therein.

 

You should rely only on the
information contained in this prospectus supplement and the accompanying prospectus, or incorporated by reference herein or therein.
Neither we nor the underwriters have authorized anyone to provide you with different information. No dealer, salesperson or other person
is authorized to give any information or to represent anything not contained in this prospectus supplement and the accompanying prospectus.
You should not rely on any unauthorized information or representation. This prospectus supplement is an offer to sell only the securities
offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information
in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front of the applicable document
and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference,
regardless of the date of delivery of this prospectus supplement or the accompanying prospectus, or any sale of a security.

 

As used in this prospectus,
unless the context indicates or otherwise requires, “the Company,” “B. Riley,” “we,” “us”
or “our” refer to the combined business of B. Riley Financial, Inc. and its consolidated subsidiaries.

 

 

CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus supplement,
the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-looking statements within
the meaning of Section 27A of the Securities Act, as amended (the “Securities Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements involve known and unknown risks,
uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from
any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements may
include, but are not limited to, statements relating to our future financial performance, the growth of the market for our services,
expansion plans and opportunities and statements regarding our intended uses of the proceeds of the securities offered hereby. In some
cases, you can identify forward-looking statements by terminology such as “anticipates,” “believes,” “can,”
“continue,” “could,” “estimates,” “expects,” “intends,” “may,”
“plans,” “potential,” “predicts,” “should,” “will,” “would,”
the negative of such terms or other comparable terminology. The statements we make regarding the following subject matters are forward-looking
by their nature: plans, objectives, expectations and intentions and other factors discussed in “Risk Factors” contained in
this prospectus.

 

The forward-looking statements
contained in this prospectus supplement reflect our current views about future events, are based on assumptions, and are subject to known
and unknown risks and uncertainties. Many important factors could cause actual results or achievements to differ materially from any
future results or achievements expressed in or implied by our forward-looking statements, including the factors listed below. Many of
the factors that will determine future events or achievements are beyond our ability to control or predict. Certain of these are important
factors that could cause actual results or achievements to differ materially from the results or achievements reflected in our forward-looking
statements, including, but not limited to:

 

volatility in our
revenues and results of operations;

 

changing conditions
in the financial markets;

 

our ability to generate
sufficient revenues to achieve and maintain profitability;

 

the unpredictable
and ongoing impact of the COVID-19 pandemic;

 

the short term nature
of our engagements;

 

the accuracy of our
estimates and valuations of inventory or assets in “guarantee” based engagements;

 

competition in the
asset management business;

 

potential losses related
to our auction or liquidation engagements;

 

our dependence on
communications, information and other systems and third parties;

 

potential losses related
to purchase transactions in our Auction and Liquidations business;

 

the potential loss
of financial institution clients;

 

potential losses from
or illiquidity of our proprietary investments;

 

changing economic
and market conditions;

 

potential liability
and harm to our reputation if we were to provide an inaccurate appraisal or valuation;

 

potential mark-downs
in inventory in connection with purchase transactions;

 

failure to successfully
compete in any of our segments;

 

loss of key personnel;

 

our ability to borrow
under our credit facilities as necessary;

 

failure to comply
with the terms of our credit agreements;

 

our ability to meet
future capital requirements;

 

our ability to realize
the benefits of our completed and proposed acquisitions, including our ability to achieve
anticipated opportunities and operating cost savings, and accretion to reported earnings
estimated to result from completed and proposed acquisitions in the time frame expected by
management or at all; and

 

the diversion of management
time on acquisition-related issues.

 

The forward-looking statements
contained in this prospectus supplement reflect our views and assumptions only as of the date of this prospectus supplement. You should
not place undue reliance on forward-looking statements. Except as required by law, we assume no responsibility for updating any forward-looking
statements nor do we intend to do so. Our actual results, performance or achievements could differ materially from the results expressed
in, or implied by, these forward-looking statements. The risks included in this section are not exhaustive. Additional factors that could
cause actual results to differ materially from those described in the forward-looking statements are set forth in the section entitled
“Risk Factors” beginning on page S-6.

 

 

PROSPECTUS SUPPLEMENT
SUMMARY

 

This summary is not complete
and does not contain all of the information that you should consider before investing in the securities offered by this prospectus supplement
and accompanying prospectus. You should read this summary together with the entire prospectus supplement and the accompanying prospectus,
including our financial statements, the notes to those financial statements and the other documents that are incorporated by reference
in this prospectus supplement and the accompanying prospectus, before making an investment decision. See “Risk Factors” beginning
on page S-6 of this prospectus supplement for a discussion of the risks involved in investing in our securities.

 

Our Business

 

B. Riley Financial, Inc. (NASDAQ:
RILY) and its subsidiaries provide collaborative financial services and solutions through several operating subsidiaries including:

 

B. Riley Securities,
Inc. (“B. Riley Securities”) is a leading, full service investment bank
providing financial advisory, corporate finance, research, securities lending and sales and
trading services to corporate, institutional and high net worth individual clients. B. Riley
Securities (fka B. Riley FBR) was formed in November 2017 through the merger of B. Riley &
Co, LLC and FBR Capital Markets & Co., which the Company acquired in June 2017.

 

B. Riley Wealth Management,
Inc. (“B. Riley Wealth Management”) provides comprehensive wealth management
and brokerage services to individuals and families, corporations and non-profit organizations,
including qualified retirement plans, trusts, foundations and endowments. B. Riley Wealth
Management was formerly Wunderlich Securities, Inc., whose name was changed in June 2018.
     
  National Holdings Corporation (“National”) provides
wealth management, brokerage, insurance, tax preparation and advisory services. On February 25, 2021, we completed a tender offer to acquire
all of the outstanding shares of National not already owned by us. The merger expands our investment banking, wealth management and financial
planning offerings.

 

B. Riley Capital Management,
LLC, a Securities and Exchange Commission (“SEC”) registered investment
advisor, which includes:

 

o B. Riley Asset Management, an advisor to certain
private funds and to institutional and high net worth investors;

 

o Great American Capital Partners, LLC (“GACP”),
the general partner of two private funds, GACP I, L.P. and GACP II, L.P., both direct
lending funds managed by WhiteHawk Capital Partners, L.P. pursuant to an advisory services
agreement, that provide senior secured loans and second lien secured loan facilities to middle
market public and private U.S. companies.

 

B. Riley Advisory
Services provides expert witness, bankruptcy, financial advisory, forensic accounting, valuation
and appraisal, and operations management services.

 

B. Riley Retail Solutions,
LLC (fka Great American Group, LLC), a leading provider of asset disposition and auction
solutions to a wide range of retail and industrial clients.

 

B. Riley Real Estate
works with real estate owners and tenants through all stages of the real estate life cycle.
Our real estate advisors advise companies, financial institutions, investors, family offices
and individuals on real estate projects worldwide. A core focus of B. Riley Real Estate is
the restructuring of lease obligations in both distressed and non-distressed situations,
both inside and outside of the bankruptcy process, on behalf of corporate tenants.

 

B. Riley Principal
Investments identifies attractive investment opportunities and aims to deliver financial
and operational improvement to its portfolio companies. Our team concentrates on opportunities
presented by distressed companies or divisions that exhibit challenging market dynamics.
Representative transactions include recapitalization, direct equity investment, debt investment,
active minority investment and buyouts. B. Riley Principal Investments seeks to control or
influence the operations of our investments to deliver financial and operational improvements
that will maximize free cash flow, and therefore, shareholder returns. As part of our principal
investment strategy, we acquired United Online, Inc. (“UOL” or “United
Online”) on July 1, 2016, magicJack VocalTec Ltd. (“magicJack”)
on November 14, 2018 and on November 30, 2020, we acquired a 40% equity interest in Lingo
Management, LLC (“Lingo”), with the ability to acquire an additional 40%
equity interest therein.

 

o UOL is a communications company that offers
consumer subscription services and products, consisting of Internet access services and devices
under the NetZero and Juno brands primarily sold in the United States.

 

o magicJack is a Voice over IP (“VoIP”)
cloud-based technology and services communications provider.

 

 

o Lingo is a global cloud/UC and managed
service provider.

 

BR Brand Holding,
LLC (“BR Brands”), in which the Company owns a majority interest, provides
licensing of certain brand trademarks. BR Brands owns the assets and intellectual property
related to licenses of six brands: Catherine Malandrino, English Laundry, Joan Vass,
Kensie Girl, Limited Too and Nanette Lepore as well as investments in the Hurley and Justice
brands with Bluestar Alliance LLC (“Bluestar”), a brand management company.

 

We are headquartered in Los
Angeles with offices in major cities throughout the United States including New York, Chicago, Boston, Atlanta, Dallas, Memphis,
Metro Washington D.C., West Palm Beach and Boca Raton.

During the fourth quarter
of 2020, the Company realigned its segment reporting structure to reflect organizational management changes. Under the new structure,
the valuation and appraisal businesses are reported in the Financial Consulting segment and our bankruptcy, financial advisory, forensic
accounting, and real estate consulting businesses that were previously reported in the Capital Markets segment are now reported as part
of the Financial Consulting segment. In conjunction with the new reporting structure, the Company recast its segment presentation for
all periods presented. During the first quarter of 2021, in connection with the acquisition of National on February 25, 2021, the Company
further realigned its segment reporting structure to reflect organizational management changes in the Company’s wealth management
business and created a new Wealth Management segment that was previously reported as part of the Capital Markets segment in 2020. In conjunction
with the new reporting structures, the Company recast its segment presentation for all periods presented.

For financial reporting purposes
we classify our businesses into six operating segments: (i) Capital Markets, (ii) Wealth Management, (iii) Auction and Liquidation,
(iv) Financial Consulting, (v) Principal Investments — United Online and magicJack, and (vi) Brands.

 

Capital Markets Segment.
Our Capital Markets segment provides a full array of investment banking, corporate finance, consulting, financial advisory, research,
securities lending, wealth management and sales and trading services to corporate, institutional and individual clients. Our corporate
finance and investment banking services include merger and acquisitions as well as restructuring advisory services to public and private
companies, initial and secondary public offerings, and institutional private placements. In addition, we trade equity securities as a
principal for our account, including investments in funds managed by our subsidiaries. Our Capital Markets segment also includes our
asset management businesses that manage various private and public funds for institutional and individual investors.

 

Wealth
Management Segment.
Our Wealth Management segment provides wealth management and tax services to corporate, and high net worth
clients. We offer comprehensive wealth management services for corporate businesses that include investment strategies, executive services,
retirement plans, lending & liquidity resources, and settlement solutions. Our wealth management services for individual client services
provide investment management, education planning, retirement planning, risk management, trust coordination, lending & liquidity
solutions, legacy planning, and wealth transfer. In addition, we supply market insights to provide unbiased guidance to make important
financial decisions. Wealth management resources include market views from our highly regarded Chief Investment Strategist and Capital
Markets segment’s research.

 

Auction and Liquidation
Segment. Our Auction and Liquidation segment utilizes our significant industry experience, a scalable network of independent contractors
and industry-specific advisors to tailor our services to the specific needs of a multitude of clients, logistical challenges and distressed
circumstances. Furthermore, our scale and pool of resources allow us to offer our services across North American as well as parts of
Europe, Asia and Australia. Our Auction and Liquidation segment operates through two main divisions, retail store liquidations and wholesale
and industrial assets dispositions. Our wholesale and industrial assets dispositions division operates through limited liability companies
that are controlled by us.

 

Financial
Consulting Segment.    Our Financial Consulting segment provides
services to law firms, corporations, financial institutions, lenders and private equity firms.
These services primarily include bankruptcy, financial advisory, forensic accounting, litigation
support, real estate consulting and valuation and appraisal services. Our Financial Consulting
segment operates through limited liability companies that are wholly owned or majority owned
by us.

 

 

 

Principal
Investments — United Online and magicJack Segment.    Our Principal Investments — United
Online and magicJack segment consists of businesses which have been acquired primarily for attractive investment return characteristics.
Currently, this segment includes UOL, through which we provide consumer Internet access, and magicJack, through which we provide VoIP
communication and related product and subscription services.

 

Brands
Segment.Our Brands segment consists of our brand investment portfolio that is focused on generating revenue
through the licensing of trademarks and is held by BR Brand.

 

Recent
Developments

 

On
October 22, 2021, we redeemed, in full, $115.7 million aggregate principal amount of our 6.875% Senior Notes due 2023 (the “6.875%
2023 Notes”) pursuant to the fifth supplemental indenture dated September 11, 2018. The redemption price was equal to 101.0%
of the aggregate principal amount, plus accrued and unpaid interest, up to, but excluding, the redemption date.  The total redemption
payment included approximately $1.8 million in accrued interest and $1.2 million in premium. In connection with the full redemption, the
6.875% 2023 Notes under the ticker symbol “RILYI,” were delisted from NASDAQ.

 

On January 30, 2020, the
World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the
“COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the
rapid increase in exposure globally. During the third quarter of 2021, the full impact of the COVID-19 outbreak continues to
evolve. As the U.S. economy recovers, added by additional stimulus packages and positive momentum in the domestic vaccine rollout,
countries across the world continue to manage repeated waves of the pandemic, including variant strains of COVID-19, amid uneven
progress toward vaccination. The impact of the COVID-19 outbreak on our results of operations, financial position and cash flows
will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and
the success of vaccines in slowing or halting the pandemic. These developments and the impact of the COVID-19 outbreak on the
financial markets and the overall economy continue to be highly uncertain and cannot be predicted. If the financial markets and/or
the overall economy continue to be impacted, our results of operations, financial position and cash flows may be materially
adversely affected.

 

Our
Corporate Information

 

We are a Delaware corporation. Our executive offices are located at
11100 Santa Monica Blvd., Suite 800, Los Angeles, California, 90025, and the telephone number at our principal executive office is (310)
966-1444. Our website addresses are http://www.brileyfin.com, http://www.unitedonline.net and http://www.magicjack.com.
We have not incorporated by reference into this prospectus supplement and accompanying prospectus the information on our website, and
you should not consider it to be a part of this document.

 

 

THE
OFFERING

 

The following is a brief
summary of some of the terms of the offering and is qualified in its entirety by reference to the more detailed information appearing
elsewhere in this prospectus supplement and the accompanying prospectus. For a more complete description of the terms of the Notes, see
the “Description of the Notes” section in this prospectus supplement.

 

Issuer   B. Riley Financial,
Inc.
     
Notes Offered   $150,000,000 aggregate principal amount of         %
Senior Notes due 2026 (or $172,500,000 aggregate principal amount of         % Senior Notes due
2026 if the underwriters exercise their option to purchase additional Notes in full).
     
Offering Price   100% of the principal amount.
     
Maturity  

The Notes will mature on December 31, 2026, unless redeemed prior to
maturity.

     
Interest Rate and Payment Dates  

   % interest per annum on the principal amount of the
Notes, payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year, commencing on January 31, 2022, and
at maturity.

     
Guarantors   None.
     
Ranking  

The Notes will be our senior unsecured obligations
and will rank equal in right of payment with all of our existing and future senior unsecured and unsubordinated indebtedness. The
Notes will be effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets
securing such indebtedness. The Notes will be structurally subordinated to all existing and future indebtedness (including trade
payables) of our subsidiaries.

 

The indenture governing the Notes does not
limit the amount of indebtedness that we or our subsidiaries may incur or whether any such indebtedness can be secured by our assets.

     
Optional Redemption  

Prior to October 2, 2026, we may, at our option, redeem the Notes, for
cash in whole or in part at any time, at a redemption price equal to the sum of (i) 100% of the principal amount of the Notes being redeemed
plus accrued and unpaid interest to, but excluding, the date of redemption and (ii) the Make-Whole Amount (as defined in the “Description
of the Notes – Optional Redemption”), if any. On or after October 2, 2026 and prior to maturity, we may, at our option, redeem
the Notes, for cash in whole or in part at any time, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid
interest to, but excluding, the date of redemption. See “Description of the Notes — Optional Redemption” for additional
details.

     
Conflicts of Interest  

B. Riley Securities, our wholly-owned subsidiary,
will participate in the offering of the Notes as a joint book-running manager.

 

Because of the foregoing, the representative
may be deemed to have a “conflict of interest” within the meaning of Rule 5121 of the Financial Industry Regulatory
Authority (“FINRA”), and this offering will be conducted in accordance with Rule 5121. The representative
may not make sales of Notes in this offering to any of its discretionary accounts without the prior written approval of the account
holder. However, in accordance with FINRA Rule 5121, no “qualified independent underwriter” is required because
the Notes are investment grade-rated by one or more nationally recognized statistical rating agencies.

 

 

 

Sinking Fund   The Notes will not be subject to any sinking fund (i.e., no amounts will be set aside by us to ensure repayment of the Notes at maturity).
     
Use of Proceeds  

We anticipate using the net proceeds from the sale of the notes for
general corporate purposes, including funding future acquisitions and investments, repaying and/or refinancing indebtedness (which may,
at the Company’s option, include redeeming all or a portion of our existing 6.75% Senior Notes due 2024 (“6.75% 2024 Notes”)),
making loans and/or providing guaranty or backstop commitments to our clients in the ordinary course of our business, making capital expenditures
and funding working capital. Pending such use, we may invest the net proceeds in short-term interest-bearing accounts, securities or similar
investments. See “Use of Proceeds.”

 

This prospectus supplement shall not constitute a notice of redemption
under the indentures governing the 6.75% 2024 Notes. Any such notice, if made, will only be made in accordance with the provisions of
the applicable indenture.

     
Events of Default   Events of default generally will include failure to pay principal, failure to pay interest, failure to observe or perform any other covenant or warranty in the Notes or in the indenture, and certain events of bankruptcy, insolvency or reorganization. See “Description of the Notes — Events of Default.”
     
Certain Covenants   The indenture that governs the Notes contains certain covenants, including, but not limited to, restrictions on our ability to merge or consolidate with or into any other entity. See “Description of the Notes — Covenants.”
     
No Financial Covenants   The indenture relating to the Notes does not contain financial covenants.
     
Additional Notes   We may create and issue additional notes ranking equally and ratably with the Notes in all respects, so that such additional notes will constitute and form a single series with the Notes and will have the same terms as to status, redemption or otherwise (except the price to public, the issue date and, if applicable, the initial interest accrual date and the initial interest payment date) as the Notes; provided that if any such additional notes are not fungible with the Notes initially offered hereby for U.S. federal income tax purposes, such additional notes will have one or more separate CUSIP numbers.
     
Defeasance   The Notes are subject to legal and covenant defeasance by us. See “Description of the Notes — Defeasance” for more information.
     
Listing   We intend to apply to list the Notes on Nasdaq under the symbol “RILYG.” If the Notes are approved for listing, we expect trading in the Notes to begin within 30 business days of the original issue date.
     
Form and Denomination   The Notes will be issued in book-entry form in denominations of $25 and integral multiples thereof. The Notes will be represented by a permanent global certificate deposited with the trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of a nominee of DTC. Beneficial interests in any of the Notes will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants and any such interest may not be exchanged for certificated securities, except in limited circumstances.
     
Trustee   The Bank of New York Mellon Trust Company, N.A.
     
Governing Law   The Indenture is, and the Notes will be, governed by and construed in accordance with the laws of the State of New York.
     
Risk Factors   An investment in the Notes involves significant risks. Please refer to “Risk Factors” beginning on page S-6 and other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of factors you should carefully consider before investing in the Notes.

 

 

RISK FACTORS

 

An investment in the Notes
involves significant risks, including the risks described below and discussed under the section captioned “Risk Factors” contained
in our annual report on Form 10-K for the year ended December 31, 2020 and our quarterly reports on Form 10-Q for the quarters ended
March 31, 2021, June 30, 2021 and September 30, 2021, as updated by our subsequent filings under the Exchange Act, which are incorporated
by reference in this prospectus supplement and the accompanying prospectus in their entirety. Before purchasing the Notes, you should
carefully consider each of the following risk factors as well as the other information contained in this prospectus supplement and the
accompanying prospectus and the documents incorporated by reference, including our consolidated financial statements and the related notes.
Each of these risk factors, either alone or taken together, could adversely affect our business, operating results and financial condition,
as well as adversely affect the value of an investment in the Notes. The risks described below are not the only ones we face. Additional
risks of which we are not presently aware or that we currently believe are immaterial which may also impair our business operations and
financial position. If any of the events described below were to occur, our financial condition, our results of operations and/or our
future growth prospects could be materially and adversely affected. As a result, you could lose some or all of any investment you may
have made or may make in our Company.

 

Risks Related to this Offering

 

We may be able to incur substantially more
debt, which could have important consequences to you.

 

We may be able to incur substantial
additional indebtedness in the future. The terms of the indenture governing the Notes will not prohibit us from doing so. If we incur
any additional indebtedness that ranks equally with the Notes, the holders of that debt will be entitled to share ratably with you in
any proceeds distributed in connection with any insolvency, liquidation, reorganization or dissolution. This may have the effect of reducing
the amount of proceeds paid to you. Incurrence of additional debt would also further reduce the cash available to invest in operations,
as a result of increased debt service obligations. If new debt is added to our current debt levels, the related risks that we now face
could intensify.

 

In May 2019, we completed
an initial offering of 6.75% 2024 Notes with an aggregate principal amount of $100.1 million. In September 2019, we completed an
initial offering of 6.50% Senior Notes due 2026 (“6.50% 2026 Notes”) with an aggregate principal amount of $115.0 million.
In February 2020, we completed an initial offering of 6.375% Senior Notes due 2025 (“6.375% 2025 Notes”) with
an aggregate principal amount of $132.3 million. In January 2021, we completed an initial offering of 6.00% Senior Notes due 2028
(“6.00% 2028 Notes”) with an aggregate principal amount of $230.0 million. In March 2021, we completed an initial offering
of 5.50% Senior Notes due 2026 (“5.50% 2026 Notes”) with an aggregate principal amount of $159.5 million. In August
2021, we completed an initial offering of 5.25% Senior Notes due 2028 (“5.25% 2028 Notes”) with an aggregate principal
amount of $316.25 million.

 

In September 2019, December 2019
and February 2020, we entered into At Market Issuance Sales Agreement with B. Riley Securities to sell, pursuant to one or more of
such agreements, additional 6.75% 2024 Notes, 6.375% 2025 Notes, 6.50% 2026 Notes, 5.50% 2026 Notes, 6.00% 2028 Notes and 5.25% 2028 Notes,
under which such agreements, an additional $11,120,775 in aggregate principal amount of 6.75% 2024 Notes, $13,579,250 in aggregate principal
amount of 6.375% 2025 Notes, $63,059,175 in aggregate principal amount of 6.50% 2026 Notes, $54,204,550 in aggregate principal amount
of 5.50% 2026 Notes, $28,338,050 in aggregate principal amount of 6.00% 2028 Notes and $77,147,875 in aggregate principal amount of 5.25%
2028 Notes was sold and remains outstanding as of the date of this prospectus supplement.

 

On March 31, 2021, July 26,
2021, September 4, 2021 and October 22, 2021, we redeemed all of the issued and outstanding 7.50% Senior Notes due 2027, 7.25% Senior
Notes due 2027, 7.375% Senior Notes due 2023 and 6.875% 2023 Notes, respectively, having an aggregate principal amount of $128,155,700,
$122,793,450, $137,453,925 and $115,726,350, respectively.

 

On December 19, 2018, BRPI
Acquisition Co LLC, United Online, Inc., YMax Corporation and certain other affiliates entered into a Credit Agreement with lenders thereto
and Banc of California, N.A., as administrative agent (the “BOC Facility”). The BOC Facility was subsequently amended
on January 30, 2019 and December 31, 2020. As of September 30, 2021, $58.9 million was outstanding.

 

On June 23, 2021, we and our
wholly owned subsidiaries, BR Financial Holdings, LLC, a Delaware limited liability company (the “Primary Guarantor”),
and BR Advisory & Investments, LLC, a Delaware limited liability company (the “Borrower”), entered into a credit
agreement (the “Credit Agreement”) by and among us, Primary Guarantor, the Borrower, the lenders party thereto, Nomura
Corporate Funding Americas, LLC, as administrative agent and Wells Fargo Bank, N.A., as collateral agent, providing for a four-year $200.0
million secured term loan credit facility (the “Term Loan Facility”) and a four-year $80.0 million secured revolving
loan credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit
Facilities”). As of September 30, 2021, $280 million was outstanding on the Credit Facilities.

 

Prior to giving effect to
the issuance of the Notes offered hereby, our total senior note aggregate principal amount outstanding is approximately $1.3 billion as
of the date of this prospectus supplement. In addition, we have $58.9 million outstanding on the BOC Facility and $280 million outstanding
on the Credit Facilities.

 

Our level of indebtedness
could have important consequences to you, because:

 

it
could affect our ability to satisfy our financial obligations, including those relating to
the Notes;

 

a
substantial portion of our cash flows from operations would have to be dedicated to interest
and principal payments and may not be available for operations, capital expenditures, expansion,
acquisitions or general corporate or other purposes;

 

it
may impair our ability to obtain additional debt or equity financing in the future;

 

 

it
may limit our ability to refinance all or a portion of our indebtedness on or before maturity;

 

it
may limit our flexibility in planning for, or reacting to, changes in our business and industry;
and

 

it
may make us more vulnerable to downturns in our business, our industry or the economy in
general.

 

Our operations may not generate
sufficient cash to enable us to service our debt. If we fail to make a payment on the Notes, we could be in default on the Notes, and
this default could cause us to be in default on other indebtedness, to the extent outstanding. Conversely, a default under any other
indebtedness, if not waived, could result in acceleration of the debt outstanding under the related agreement and entitle the holders
thereof to bring suit for the enforcement thereof or exercise other remedies provided thereunder. In addition, such default or acceleration
may result in an event of default and acceleration of other indebtedness of the Company, entitling the holders thereof to bring suit
for the enforcement thereof or exercise other remedies provided thereunder. If a judgment is obtained by any such holders, such holders
could seek to collect on such judgment from the assets of the Company. If that should occur, we may not be able to pay all such debt
or to borrow sufficient funds to refinance it. Even if new financing were then available, it may not be on terms that are acceptable
to us.

 

However, no event of default
under the Notes would result from a default or acceleration of, or suit, other exercise of remedies or collection proceeding by holders
of, our other outstanding debt, if any. As a result, all or substantially all of our assets may be used to satisfy claims of holders
of our other outstanding debt, if any, without the holders of the Notes having any rights to such assets. The indenture governing the
Notes will not restrict our ability to incur additional indebtedness.

 

The Notes will be unsecured and therefore
will be effectively subordinated to any secured indebtedness that we currently have or that we may incur in the future.

 

The Notes will not be secured
by any of our assets or any of the assets of our subsidiaries. As a result, the Notes will be effectively subordinated to any secured
indebtedness that we or our subsidiaries have currently outstanding or may incur in the future (or any indebtedness that is initially
unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. The indenture
governing the Notes does not prohibit us or our subsidiaries from incurring additional secured (or unsecured) indebtedness in the future.
In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness
and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness and may consequently
receive payment from these assets before they may be used to pay other creditors, including the holders of the Notes.

 

The Notes will be structurally subordinated
to the indebtedness and other liabilities of our subsidiaries.

 

The Notes are obligations
exclusively of B. Riley and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the Notes, and the Notes are not
required to be guaranteed by any subsidiaries we may acquire or create in the future. Therefore, in any bankruptcy, liquidation or similar
proceeding, all claims of creditors (including trade creditors) of our subsidiaries will have priority over our equity interests in such
subsidiaries (and therefore the claims of our creditors, including holders of the Notes) with respect to the assets of such subsidiaries.
Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any
security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to
our claims. Consequently, the Notes will be structurally subordinated to all indebtedness and other liabilities (including trade payables)
of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise. The
indenture governing the Notes does not prohibit us or our subsidiaries from incurring additional indebtedness in the future. In addition,
future debt and security agreements entered into by our subsidiaries may contain various restrictions, including restrictions on payments
by our subsidiaries to us and the transfer by our subsidiaries of assets pledged as collateral.

 

The indenture under which the Notes will
be issued contains limited protection for holders of the Notes.

 

The indenture under which
the Notes will be issued offers limited protection to holders of the Notes. The terms of the indenture and the Notes do not restrict
our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances
or events that could have an adverse impact on your investment in the Notes. In particular, the terms of the indenture and the Notes
will not place any restrictions on our or our subsidiaries’ ability to:

 

issue debt securities
or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness
or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness
or other obligations that would be secured and therefore rank effectively senior in right
of payment to the Notes to the extent of the values of the assets securing such debt, (3) indebtedness
of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally
senior to the Notes and (4) securities, indebtedness or obligations issued or incurred
by our subsidiaries that would be senior to our equity interests in our subsidiaries and
therefore rank structurally senior to the Notes with respect to the assets of our subsidiaries;

 

 

pay dividends on,
or purchase or redeem or make any payments in respect of, capital stock or other securities
subordinated in right of payment to the Notes;

 

sell assets (other
than certain limited restrictions on our ability to consolidate, merge or sell all or substantially
all of our assets);

 

enter into transactions
with affiliates;

 

create liens (including
liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;

 

 

create restrictions
on the payment of dividends or other amounts to us from our subsidiaries.

 

In addition, the indenture
does not include any protection against certain events, such as a change of control, a leveraged recapitalization or “going private”
transaction (which may result in a significant increase of our indebtedness levels), restructuring or similar transactions. Furthermore,
the terms of the indenture and the Notes do not protect holders of the Notes in the event that we experience changes (including significant
adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries
adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity. Also, an event of
default or acceleration under our other indebtedness would not necessarily result in an Event of Default under the Notes.

 

Our ability to recapitalize,
incur additional debt and take a number of other actions that are not limited by the terms of the Notes may have important consequences
for you as a holder of the Notes, including making it more difficult for us to satisfy our obligations with respect to the Notes or negatively
affecting the trading value of the Notes.

 

Other debt we issue or incur
in the future could contain more protections for its holders than the indenture and the Notes, including additional covenants and events
of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and
prices of the Notes.

 

An increase in market interest rates could
result in a decrease in the value of the Notes.

 

In general, as market interest
rates rise, notes bearing interest at a fixed rate decline in value. Consequently, if you purchase the Notes, and the market interest
rates subsequently increase, the market value of your Notes may decline. We cannot predict the future level of market interest rates.

 

An active trading market for the Notes
may not develop, which could limit the market price of the Notes or your ability to sell them.

 

The Notes are a new issue
of debt securities for which there currently is no trading market. We intend to apply to list the Notes on Nasdaq within 30 business
days of the original issue date under the symbol “RILYG”. We cannot provide any assurances that an active trading market
will develop for the Notes or that you will be able to sell your Notes. If the Notes are traded after their initial issuance, they may
trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our
credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. The underwriters have
advised us that they may make a market in the Notes, but they are not obligated to do so. The underwriters may discontinue any market-making
in the Notes at any time at their sole discretion. Accordingly, we cannot assure you that a liquid trading market will develop for the
Notes, that you will be able to sell your Notes at a particular time or that the price you receive when you sell will be favorable. To
the extent an active trading market does not develop, the liquidity and trading price for the Notes may be harmed. Accordingly, you may
be required to bear the financial risk of an investment in the Notes for an indefinite period of time.

 

In addition, there may be
a limited number of buyers when you decide to sell your Notes. This may affect the price, if any, offered for your Notes or your ability
to sell your Notes when desired or at all.

 

We may issue additional Notes.

 

Under the terms of the indenture
governing the Notes, we may from time to time without notice to, or the consent of, the holders of the Notes, create and issue additional
notes which will be equal in rank to the Notes. We will not issue any such additional Notes unless such issuance would constitute a “qualified
reopening” for U.S. federal income tax purposes.

 

The rating for the Notes could at any time
be revised downward or withdrawn entirely at the discretion of the issuing rating agency.

 

We have obtained a rating
for the Notes. Ratings only reflect the views of the issuing rating agency or agencies and such ratings could at any time be revised
downward or withdrawn entirely at the discretion of the issuing rating agency. A rating is not a recommendation to purchase, sell or
hold the Notes. Ratings do not reflect market prices or suitability of a security for a particular investor and the rating of the Notes
may not reflect all risks related to us and our business, or the structure or market value of the Notes. We may elect to issue other
securities for which we may seek to obtain a rating in the future. If we issue other securities with a rating, such ratings, if they
are lower than market expectations or are subsequently lowered or withdrawn, could adversely affect the market for or the market value
of the Notes.

 

 

USE OF PROCEEDS

 

The net proceeds from the
sale of Notes in this offering, after deducting underwriting commissions and other estimated expenses of this offering payable by us,
are estimated to be approximately $         million (or approximately $        
million if the underwriters’ option to purchase up to        additional notes is exercised
in full).

 

We anticipate using the net
proceeds from the sale of the notes for general corporate purposes, including funding future acquisitions and investments, repaying and/or
refinancing indebtedness (which may, at the Company’s option, include redeeming all or a portion of our existing 6.75% 2024 Notes),
making loans and/or providing guaranty or backstop commitments to our clients in the ordinary course of our business, making capital expenditures
and funding working capital. Pending such use, we may invest the net proceeds in short-term interest-bearing accounts, securities or similar
investments.

 

This prospectus supplement
shall not constitute a notice of redemption under the indentures governing the 6.75% 2024 Notes. Any such notice, if made, will only be
made in accordance with the provisions of the applicable indenture.

 

 

CAPITALIZATION

 

The following table shows
our cash and cash equivalents and capitalization as of September 30, 2021:

 

on an actual basis; and

 

on an as adjusted basis, after giving effect to (i) the redemption
of the 6.875% 2023 Notes on October 22, 2021 having an aggregate principal amount of approximately $115.7 million and (ii) the sale
of Notes in this offering (assuming no exercise of the underwriters’ option to purchase additional Notes).

 

    As of
September 30,
2021
 
    Actual     As Adjusted1  
    (dollars in thousands)  
Cash and cash equivalents 2   $ 378,205     $    
Liabilities:                
Accounts payable   $ 4,028     $ 4,028  
Accrued expenses and other liabilities     277,586       277,586  
Deferred revenue     68,310       68,310  
Deferred tax liabilities, net     67,023       67,023  
Due to related parties and partners     176       176  
Securities sold not yet purchased     419,211       419,211  
Securities loaned     1,345,825       1,345,825  
Mandatorily redeemable noncontrolling interests     4,196       4,196  
Operating lease liabilities     72,158       72,158  
Notes payable     357       357  
Revolving credit facility     80,000       80,000  
Term loans, net     252,927       252,927  
Senior notes payable, net     1,362,847          
Total Liabilities     3,954,644          
Redeemable noncontrolling interests in equity of subsidiaries 3     345,000       345,000  
B. Riley Financial, Inc. stockholders’ equity:                
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, 4,485 issued and outstanding as of September 30, 2021; liquidation preference of $112,128 as of September 30, 2021            
Common stock, $0.0001 par value, 100,000,000 shares authorized, 27,554,664 shares issued and outstanding as of September 30, 2021     3       3  
Additional paid-in capital     399,349       399,349  
Retained earnings     309,550       309,550  
Accumulated other comprehensive loss     (2,207 )     (2,207 )
Total B. Riley Financial, Inc. stockholders’ equity     706,695       706,695  
Noncontrolling interests     40,512       40,512  
Total Capitalization   $ 5,046,851     $    

 

(1) As adjusted excludes impact of $4.00 per common share dividend paid in November 2021.
(2) Cash and cash equivalents balance includes $1.3 million held and utilized by BRPM 150 and BRPM 250 sponsored Special Purpose Acquisition
Corporations (“SPACs”).
(3) We record redeemable noncontrolling interests in equity of subsidiaries to reflect the economic interests of the class A ordinary
shareholders in BRPM 150 and BRPM 250 SPACs. These interests are presented as redeemable noncontrolling interests in equity of subsidiaries
within the condensed balance sheet, outside of the permanent equity section. The class A ordinary shareholders of the SPACs have redemption
rights that are considered to be outside of our control. As of September 30, 2021, the carrying amount of the redeemable noncontrolling
interests in equity of subsidiaries was recorded at its redemption value of $345,000.

 

 

DESCRIPTION OF
THE NOTES

 

The         %
Senior Notes due 2026 (the “Notes”) are being issued under an Indenture dated as of May 7, 2019, as supplemented by
the First Supplemental Indenture dated as of May 7, 2019, the Second Supplemental Indenture dated as of September 23, 2019, the Third
Supplemental Indenture dated as of February 12, 2020, the Fourth Supplemental Indenture dated as of January 25, 2021, the Fifth Supplemental
Indenture dated as of March 29, 2021, the Sixth Supplemental Indenture dated as of August 6, 2021 and the Seventh Supplemental Indenture
dated as of , 2021, which we refer to collectively as the “indenture,” between the Company and The Bank of New York Mellon
Trust Company, N.A., trustee. Set forth below is a description of the specific terms of the Notes and the indenture. This description
supplements the description of the general terms and provisions of our debt securities set forth in the accompanying prospectus under
the caption “Description of Debt Securities.” The following description does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, the indenture filed as an exhibit to a Current Report on Form 8-K to be filed by
the Company.

 

General

 

The Notes:

 

will be our general
unsecured, senior obligations;

 

will be initially limited to an aggregate principal amount of $150,000,000 (assuming no exercise of
the underwriters’ option to purchase additional Notes described herein);

 

will mature on December 31, 2026 unless earlier redeemed or repurchased,
and 100% of the aggregate principal amount will be paid at maturity;

 

will bear cash interest from         ,
2021 at an annual rate of         %, payable quarterly in arrears on January 31, April
30, July 31 and October 31 of each year, beginning on January 31, 2022, and at maturity;

 

will be redeemable
at our option, in whole or in part, at the prices and on the terms described under “—
Optional Redemption” below;

 

will be issued in
denominations of $25 and integral multiples of $25 in excess thereof;

 

will not have a sinking
fund;

 

are expected to be
listed on Nasdaq under the symbol “RILYG”; and

 

will be represented
by one or more registered Notes in global form, but in certain limited circumstances may
be represented by Notes in definitive form.

 

The indenture does not limit
the amount of indebtedness that we or our subsidiaries may issue. The indenture does not contain any financial covenants and does not
restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “—
Covenants — Merger, Consolidation or Sale of Assets” below, the indenture does not contain any covenants or other provisions
designed to afford holders of the Notes protection in the event of a highly leveraged transaction involving us or in the event of a decline
in our credit rating as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us
that could adversely affect such holders.

 

We may from time to time,
without the consent of the existing holders, issue additional Notes having the same terms as to status, redemption or otherwise (except
the price to public, the issue date and, if applicable, the initial interest accrual date and the initial interest payment date) that
may constitute a single fungible series with the Notes offered by this prospectus supplement; provided that if any such additional Notes
are not fungible with the Notes initially offered hereby for U.S. federal income tax purposes, such additional Notes will have one or
more separate CUSIP numbers.

 

Ranking

 

The Notes are senior unsecured
obligations of the Company, and, upon our liquidation, dissolution or winding up, will rank (i) senior to the outstanding shares
of our common stock, (ii) senior to any of our future subordinated debt, (iii) pari passu (or equally) with our future
unsecured and unsubordinated indebtedness, (iv) effectively subordinated to any existing or future secured indebtedness (including
indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing
such indebtedness and (v) structurally subordinated to all existing and future indebtedness of our subsidiaries, financing vehicles
or similar facilities.

 

Any borrowings under the Wells
Fargo Credit Agreement are secured by the proceeds we receive for services rendered in connection with liquidation service contracts pursuant
to which any outstanding loan or letters of credit are issued and the assets that are sold at liquidation related to such contracts and
will be effectively senior to the Notes to the extent of the value of such proceeds and assets. As of September 30, 2021, there were no
open letters of credit outstanding under the Wells Fargo Credit Agreement.

 

 

Interest

 

Interest on the Notes will
accrue at an annual rate equal to         % from and including         ,
2021 to, but excluding, the maturity date or earlier acceleration or redemption and will be payable quarterly in arrears on January 31,
April 30, July 31 and October 31 of each year, beginning on January 31, 2022 and at maturity, to the record holders at the close of business
on the immediately preceding January 15, April 15, July 15 and October 15 (and December 15 immediately preceding the maturity date), as
applicable (whether or not a business day).

 

The initial interest period
for the Notes will be the period from and including         , 2021, to, but excluding,
January 31, 2022, and subsequent interest periods will be the periods from and including an interest payment date to, but excluding, the
next interest payment date or the stated maturity date, as the case may be. The amount of interest payable for any interest period, including
interest payable for any partial interest period, will be computed on the basis of a 360-day year comprised of twelve 30-day months. If
an interest payment date falls on a non-business day, the applicable interest payment will be made on the next business day and no additional
interest will accrue as a result of such delayed payment.

 

“Business day”
means, for any place where the principal and interest on the Notes is payable, each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day in which banking institutions in New York are authorized or obligated by law or executive order to close.

 

Optional Redemption

 

Prior to October 2, 2026 (the
“Notes Par Call Date”), we may, at our option, redeem the Notes, for cash in whole or in part at any time, at a redemption
price equal to the sum of (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding,
the date of redemption and (ii) the Make-Whole Amount, if any. On or after October 2, 2026 and prior to maturity, we may, at our option,
redeem the Notes, for cash in whole or in part at any time, at a redemption price equal to 100% of their principal amount, plus accrued
and unpaid interest to, but excluding, the date of redemption.

 

In each case, redemption shall
be upon notice not fewer than 30 days and not more than 60 days prior to the date fixed for redemption.

 

If less than all of the Notes
are to be redeemed, the particular Notes to be redeemed will be selected not more than 45 days prior to the redemption date by the
trustee from the outstanding Notes not previously called for redemption, by lot, or in the trustee’s discretion, on a pro-rata
basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which will not
be less than the minimum authorized denomination) for such Notes. The trustee will promptly notify us in writing of the Notes selected
for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Beneficial
interests in any of the Notes or portions thereof called for redemption that are registered in the name of DTC or its nominee will be
selected by DTC in accordance with DTC’s applicable procedures.

 

The trustee shall have no
obligation to calculate any redemption price, including any Make-Whole Amount, and the trustee shall be entitled to receive and conclusively
rely upon an officer’s certificate delivered by the Company that specifies any redemption price.

 

Unless we default on the payment
of the redemption price, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption.

 

We may at any time, and from
time to time, purchase notes at any price or prices in the open market or otherwise.

 

As used herein:

 

“Make-Whole Amount”
means, in connection with any optional redemption of any Note, the excess, if any, of (i) the sum of the present values, as of the date
of such redemption, of the remaining scheduled payments of principal of, and interest (exclusive of interest accrued to, but excluding,
the date of redemption) on, such Note, assuming such Note matured on, and that accrued and unpaid interest on such Note was payable through,
the Notes Par Call Date, determined by discounting, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months),
such principal and interest at the Reinvestment Rate (as defined below) (determined on the third business day preceding the date of redemption)
over (ii) the aggregate principal amount of such Notes being redeemed.

 

“Reinvestment Rate”
means, 0.500%, or 50 basis points, plus the arithmetic mean (rounded to the nearest one-hundredth of one percent) of the yields displayed
for each day in the preceding calendar week published in the most recent Statistical Release under the caption “Treasury constant
maturities” for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity of the Notes (assuming
that the Notes matured on the Notes Par Call Date) as of the date of redemption. If no maturity exactly corresponds to such remaining
life to maturity, yields for the two published maturities most closely corresponding to such remaining life to maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For the purpose of calculating the Reinvestment Rate, the most
recent Statistical Release published prior to the date of determination of the Reinvestment Rate shall be used.

 

 

“Statistical Release”
means that statistical release designated “H.15” or any successor publication that is published daily by the Federal Reserve
System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturities, or, if such statistical
release (or a successor publication) is not published at the time of any determination under the Indenture, as supplemented by this Seventh
Supplemental Indenture, then such other reasonably comparable index that shall be designated by us.

 

Events of Default

 

Holders of our Notes will
have rights if an Event of Default occurs in respect of the Notes and is not cured, as described later in this subsection. The term “Event
of Default” in respect of the Notes means any of the following:

 

we do not pay interest
on any Note when due, and such default is not cured within 30 days;

 

we do not pay the
principal of the Notes when due and payable;

 

we breach any covenant
or warranty in the indenture with respect to the Notes and such breach continues for 60 days
after we receive a written notice of such breach from the trustee or the holders of at least
25% of the principal amount of the Notes; and

 

certain specified
events of bankruptcy, insolvency or reorganization occur and remain undischarged or unstayed
for a period of 90 days.

 

The trustee may withhold notice
to the holders of the Notes of any default, except in the payment of principal or interest, if the trustee in good faith determines the
withholding of notice to be in the interest of the holders of the Notes.

 

Each year, we will furnish
to the trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture
and the Notes, or else specifying any default.

 

Remedies if an Event of Default Occurs

 

If an Event of Default has
occurred and is continuing, the trustee or the holders of not less than 25% of the outstanding principal amount of the Notes may declare
the entire principal amount of the Notes, together with accrued and unpaid interest, if any, to be due and payable immediately by a notice
in writing to us and, if notice is given by the holders of the Notes, the trustee. This is called an “acceleration of maturity.”
If the Event of Default occurs in relation to our filing for bankruptcy or certain other events of bankruptcy, insolvency or reorganization
occur, the principal amount of the Notes, together with accrued and unpaid interest, if any, will automatically, and without any declaration
or other action on the part of the trustee or the holders, become immediately due and payable.

 

At any time after a declaration
of acceleration of the Notes has been made by the trustee or the holders of the Notes and before any judgment or decree for payment of
money due has been obtained by the trustee, the holders of a majority of the outstanding principal of the Notes, by written notice to
us and the trustee, may rescind and annul such declaration and its consequences if (i) we have paid or deposited with the trustee
all amounts due and owed with respect to the Notes (other than principal that has become due solely by reason of such acceleration) and
certain other amounts, and (ii) any other Events of Default have been cured or waived.

 

At our election, the sole
remedy with respect to an Event of Default due to our failure to comply with certain reporting requirements under the Trust Indenture
Act or under “— Covenants — Reporting” below, for the first 180 calendar days after the occurrence of such
Event of Default, consists exclusively of the right to receive additional interest on the Notes at an annual rate equal to (1) 0.25%
for the first 90 calendar days after such default and (2) 0.50% for calendar days 91 through 180 after such default. On the 181st
day after such Event of Default, if such violation is not cured or waived, the trustee or the holders of not less than 25% of the
outstanding principal amount of the Notes may declare the principal, together with accrued and unpaid interest, if any, on the Notes
to be due and payable immediately. If we choose to pay such additional interest, we must notify the trustee and the holders of the Notes
by certificate of our election at any time on or before the close of business on the first business day following the Event of Default.

 

Before a holder of the Notes
is allowed to bypass the trustee and bring a lawsuit or other formal legal action or take other steps to enforce such holder’s
rights relating to the Notes, the following must occur:

 

such holder must give
the trustee written notice that the Event of Default has occurred and remains uncured;

 

the holders of at
least 25% of the outstanding principal of the Notes must have made a written request to the
trustee to institute proceedings in respect of such Event of Default in its own name as trustee;

 

such holder or holders
must have offered to the trustee indemnity satisfactory to the trustee against the costs,
expenses and liabilities to be incurred in compliance with such request;

 

the trustee for 60 days
after its receipt of such notice, request and offer of indemnity has failed to institute
any such proceeding; and

 

no direction inconsistent
with such written request has been given to the trustee during such 60-day period by holders
of a majority of the outstanding principal of the Notes.

 

No delay or omission in exercising
any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

 

 

Book-entry and other indirect holders of the
Notes should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and
how to declare or cancel an acceleration of maturity.

 

Waiver of Defaults

 

The holders of not less than
a majority of the outstanding principal amount of the Notes may on behalf of the holders of all Notes waive any past default with respect
to the Notes other than (i) a default in the payment of principal or interest on the Notes when such payments are due and payable
(other than by acceleration as described above), or (ii) in respect of a covenant that cannot be modified or amended without the
consent of each holder of Notes.

 

Covenants

 

In addition to any other covenants
described in the accompanying prospectus, as well as standard covenants relating to payment of principal and interest, maintaining an
office where payments may be made or securities can be surrendered for payment, payment of taxes by us and related matters, the following
covenants will apply to the Notes. To the extent of any conflict or inconsistency between the base indenture and the following covenants,
the following covenants will govern.

 

Merger, Consolidation or Sale of Assets

 

The indenture provides that
we will not merge or consolidate with or into any other person (other than a merger of a wholly owned subsidiary into us), or sell, transfer,
lease, convey or otherwise dispose of all or substantially all our property in any one transaction or series of related transactions
unless:

 

we are the surviving
entity or the entity (if other than us) formed by such merger or consolidation or to which
such sale, transfer, lease, conveyance or disposition is made will be a corporation or limited
liability company organized and existing under the laws of the United States of America,
any state thereof or the District of Columbia;

 

the surviving entity
(if other than us) expressly assumes, by supplemental indenture in form reasonably satisfactory
to the trustee, executed and delivered to the trustee by such surviving entity, the due and
punctual payment of the principal of, and premium, if any, and interest on, all the Notes
outstanding, and the due and punctual performance and observance of all the covenants and
conditions of the indenture to be performed by us;

 

immediately before
and immediately after giving effect to such transaction or series of related transactions,
no default or Event of Default has occurred and is continuing; and

 

in the case of a merger
where the surviving entity is other than us, we or such surviving entity will deliver, or
cause to be delivered, to the trustee, an officers’ certificate and an opinion of counsel,
each stating that such transaction and the supplemental indenture, if any, in respect thereto,
comply with this covenant and that all conditions precedent in the indenture relating to
such transaction have been complied with.

 

Reporting

 

If, at any time, we are not
subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the SEC, we
agree to furnish to holders of the Notes and the trustee, for the period of time during which the Notes are outstanding, our audited
annual consolidated financial statements, within 75 days of our fiscal year end, and unaudited interim consolidated financial statements,
within 40 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared,
in all material respects, in accordance with GAAP, as applicable.

 

Modification or Waiver

 

There are three types of changes
we can make to the indenture and the Notes:

 

Changes Not Requiring Approval

 

First, there are changes that
we can make to the Notes without the specific approval of the holders of the Notes. This type is limited to clarifications and certain
other changes that would not adversely affect holders of the Notes in any material respect and include changes:

 

to evidence the succession
of another corporation, and the assumption by the successor corporation of our covenants,
agreements and obligations under the indenture and the Notes;

 

 

to add to our covenants
such new covenants, restrictions, conditions or provisions for the protection of the holders
of the Notes, and to make the occurrence, or the occurrence and continuance, of a default
in any of such additional covenants, restrictions, conditions or provisions an Event of Default;

 

to modify, eliminate
or add to any of the provisions of the indenture to such extent as necessary to effect the
qualification of the indenture under the Trust Indenture Act, and to add to the indenture
such other provisions as may be expressly permitted by the Trust Indenture Act, excluding
however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act;

 

to cure any ambiguity
or to correct or supplement any provision contained in the indenture or in any supplemental
indenture which may be defective or inconsistent with other provisions;

 

 

to evidence and provide
for the acceptance and appointment of a successor trustee and to add or change any provisions
of the indenture as necessary to provide for or facilitate the administration of the trust
by more than one trustee; and

 

to make provisions
in regard to matters or questions arising under the indenture, so long such other provisions
to do not materially affect the interest of any other holder of the Notes.

 

Changes Requiring Approval of Each Holder

 

We cannot make certain changes
to the Notes without the specific approval of each holder of the Notes. The following is a list of those types of changes:

 

changing the stated
maturity of the principal of, or any installment of interest on, any Note;

 

reducing the principal
amount or rate of interest of any Note;

 

changing the place
of payment where any Note or any interest is payable;

 

impairing the right
to institute suit for the enforcement of any payment on or after the date on which it is
due and payable;

 

reducing the percentage
in principal amount of holders of the Notes whose consent is needed to modify or amend the
indenture; and

 

reducing the percentage
in principal amount of holders of the Notes whose consent is needed to waive compliance with
certain provisions of the indenture or to waive certain defaults.

 

Changes Requiring Majority Approval

 

Any other change to the indenture
and the Notes would require the following approval:

 

if the change only
affects the Notes, it must be approved by holders of not less than a majority in aggregate
principal amount of the outstanding Notes; and

 

if the change affects
more than one series of debt securities issued under the indenture, it must be approved by
the holders of not less than a majority in aggregate principal amount of each of the series
of debt securities affected by the change.

 

Consent from holders to any
change to the indenture or the Notes must be given in writing.

 

Further Details Concerning Voting

 

The amount of Notes deemed
to be outstanding for the purpose of voting will include all Notes authenticated and delivered under the indenture as of the date of
determination except:

 

Notes cancelled by
the trustee or delivered to the trustee for cancellation;

 

Notes for which we
have deposited with the trustee or paying agent or set aside in trust money for their payment
or redemption and, if money has been set aside for the redemption of the Notes, notice of
such redemption has been duly given pursuant to the indenture to the satisfaction of the
trustee;

 

 

Notes held by the
Company, its subsidiaries or any other entity which is an obligor under the Notes, unless
such Notes have been pledged in good faith and the pledgee is not the Company, an affiliate
of the Company or an obligor under the Notes;

 

Notes for which have
undergone full defeasance, as described below; and

 

Notes which have been
paid or exchanged for other Notes due to such Notes loss, destruction or mutilation, with
the exception of any such Notes held by bona fide purchasers who have presented proof to
the trustee that such Notes are valid obligations of the Company.

 

We will generally be entitled
to set any day as a record date for the purpose of determining the holders of the Notes that are entitled to vote or take other action
under the indenture, and the trustee will generally be entitled to set any day as a record date for the purpose of determining the holders
of the Notes that are entitled to join in the giving or making of any Notice of Default, any declaration of acceleration of maturity
of the Notes, any request to institute proceedings or the reversal of such declaration. If we or the trustee set a record date for a
vote or other action to be taken by the holders of the Notes, that vote or action can only be taken by persons who are holders of the
Notes on the record date and, unless otherwise specified, such vote or action must take place on or prior to the 180th day
after the record date. We may change the record date at our option, and we will provide written notice to the trustee and to each holder
of the Notes of any such change of record date.

 

Defeasance

 

The following defeasance provisions
will be applicable to the Notes. “Defeasance” means that, by irrevocably depositing with the trustee an amount of cash denominated
in U.S. dollars and/or U.S. government obligations sufficient to pay all principal and interest, if any, on the Notes when due and satisfying
any additional conditions noted below, we will be deemed to have been discharged from our obligations under the Notes. In the event of
a “covenant defeasance,” upon depositing such funds and satisfying similar conditions discussed below we would be released
from certain covenants under the indenture relating to the Notes. The consequences to the holders of the Notes would be that, while they
would no longer benefit from certain covenants under the indenture, and while the Notes could not be accelerated for any reason, the
holders of the Notes nonetheless would be guaranteed to receive the principal and interest owed to them.

 

Covenant Defeasance

 

Under the indenture, we have
the option to take the actions described below and be released from some of the restrictive covenants under the indenture under which
the Notes were issued. This is called “covenant defeasance.” In that event, holders of the Notes would lose the protection
of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay the
Notes. In order to achieve covenant defeasance, the following must occur:

 

we must irrevocably
deposit or cause to be deposited with the trustee as trust funds for the benefit of all holders
of the Notes cash, U.S. government obligations or a combination of cash and U.S. government
obligations sufficient, without reinvestment, in the opinion of a nationally recognized firm
of independent public accountants, investment bank or appraisal firm, to generate enough
cash to make interest, principal and any other applicable payments on the Notes on their
various due dates;

 

we must deliver to
the trustee a legal opinion of our counsel stating that under U.S. federal income tax law,
we may make the above deposit and covenant defeasance without causing holders to be taxed
on the Notes differently than if those actions were not taken;

 

we must deliver to
the trustee an officers’ certificate stating that the Notes, if then listed on any
securities exchange, will not be delisted as a result of the deposit;

 

no default or Event
of Default with respect to the Notes has occurred and is continuing, and no defaults or Events
of Defaults related to bankruptcy, insolvency or organization occurs during the 90 days
following the deposit;

 

the covenant defeasance
must not cause the trustee to have a conflicting interest within the meaning of the Trust
Indenture Act;

 

the covenant defeasance
must not result in a breach or violation of, or constitute a default under, the indenture
or any other material agreements or instruments to which we are a party;

 

the covenant defeasance
must not result in the trust arising from the deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust will be registered under
the Investment Company Act or exempt from registration thereunder; and

 

we must deliver to
the trustee an officers’ certificate and a legal opinion from our counsel stating that
all conditions precedent with respect to the covenant defeasance have been complied with.

 

 

Full Defeasance

 

If there is a change in U.S.
federal income tax law, we can legally release ourselves from all payment and other obligations on the Notes if we take the following
actions below:

 

we must irrevocably
deposit or cause to be deposited with the trustee as trust funds for the benefit of all holders
of the Notes cash, U.S. government obligations or a combination of cash and U.S. government
obligations sufficient, without reinvestment, in the opinion of a nationally recognized firm,
of independent public accountants, investment bank or appraisal firm, to generate enough
cash to make interest, principal and any other applicable payments on the Notes on their
various due dates;

 

we must deliver to
the trustee a legal opinion confirming that there has been a change to the current U.S. federal
income tax law or an Internal Revenue Service ruling that allows us to make the above deposit
without causing holders to be taxed on the Notes any differently than if we did not make
the deposit;

 

we must deliver to
the trustee an officers’ certificate stating that the Notes, if then listed on any
securities exchange, will not be delisted as a result of the deposit;

 

no default or Event
of Default with respect to the Notes has occurred and is continuing and no defaults or Events
of Defaults related to bankruptcy, insolvency or organization occurs during the 90 days
following the deposit;

 

the full defeasance
must not cause the trustee to have a conflicting interest within the meaning of the Trust
Indenture Act;

 

the full defeasance
must not result in a breach or violation of, or constitute a default under, the indenture
or any other material agreements or instruments to which we are a party;

 

the full defeasance
must not result in the trust arising from the deposit constituting an investment company
within the meaning of the Investment Company Act unless such trust will be registered under
the Investment Company Act or exempt from registration thereunder; and

 

we must deliver to
the trustee an officers’ certificate and a legal opinion from our counsel stating that
all conditions precedent with respect to the full defeasance have been complied with.

 

In the event that the trustee
is unable to apply the funds held in trust to the payment of obligations under the Notes by reason of a court order or governmental injunction
or prohibition, then those of our obligations discharged under the full defeasance or covenant defeasance will be revived and reinstated
as though no deposit of funds had occurred, until such time as the trustee is permitted to apply all funds held in trust under the procedure
described above may be applied to the payment of obligations under the Notes. However, if we make any payment of principal or interest
on the Notes to the holders, we will have the right to receive such payments from the trust in the place of the holders.

 

Listing

 

We have applied to list the
Notes on Nasdaq under the symbol “RILYG”. If the application is approved, we expect trading in the Notes on Nasdaq to begin
within 30 business days of the date of the original issue date. The Notes are expected to trade “flat,” meaning that purchasers
will not pay and sellers will not receive any accrued and unpaid interest on the Notes that is not included in the trading price.

 

Governing Law

 

The Indenture is, and the
Notes will be, governed by and construed in accordance with the laws of the State of New York.

 

Global Notes; Book-Entry Issuance

 

The Notes will be issued in
the form of one or more global certificates, or “Global Notes,” registered in the name of The Depository Trust Company, or
“DTC”. DTC has informed us that its nominee will be Cede & Co. Accordingly, we expect Cede & Co. to be
the initial registered holder of the Notes. No person that acquires a beneficial interest in the Notes will be entitled to receive a
certificate representing that person’s interest in the Notes except as described herein. Unless and until definitive securities
are issued under the limited circumstances described below, all references to actions by holders of the Notes will refer to actions taken
by DTC upon instructions from its participants, and all references to payments and notices to holders will refer to payments and notices
to DTC or Cede & Co., as the registered holder of these securities.

 

 

DTC has informed us that it
is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning
of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of
the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A
of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate
and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants, or “Direct Participants,”
deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions
in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts.
This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary
of The Depository Trust & Clearing Corporation, or “DTCC.”

 

DTCC is the holding company
for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies.
DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly, or “Indirect Participants.” DTC has an S&P rating
of AA+. The DTC Rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

 

Purchases of the Notes under
the DTC system must be made by or through Direct Participants, which will receive a credit for the Notes on DTC’s records. The
ownership interest of each actual purchaser of each Note, or the “Beneficial Owner,” is in turn to be recorded on the Direct
and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial
Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of
their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Notes, except in
the event that use of the book-entry system for the Notes is discontinued.

 

To facilitate subsequent transfers,
all Notes deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co.,
or such other name as may be requested by an authorized representative of DTC. The deposit of the Notes with DTC and their registration
in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts
the Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for
keeping account of their holdings on behalf of their customers.

 

Conveyance of notices and
other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

 

Redemption notices will be
sent to DTC. If less than all of the Notes are being redeemed, DTC’s practice is to determine by lot the amount of the interest
of each Direct Participant in the Notes to be redeemed.

 

Neither DTC nor Cede &
Co. (nor any other DTC nominee) will consent or vote with respect to the Notes unless authorized by a Direct Participant in accordance
with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date.
The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the
Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

 

 

Redemption proceeds, distributions
and interest payments on the Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative
of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail
information from us or the applicable trustee or depositary on the payment date in accordance with their respective holdings shown on
DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices,
as is the case with the Notes held for the accounts of customers in bearer form or registered in “street name,” and will
be the responsibility of such Participant and not of DTC nor its nominee, the applicable trustee or depositary, or us, subject to any
statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and interest
payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility
of us or the applicable trustee or depositary. Disbursement of such payments to Direct Participants will be the responsibility of DTC,
and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

 

The information in this section
concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility
for the accuracy thereof.

 

None of the Company, the trustee,
any depositary, or any agent of any of them will have any responsibility or liability for any aspect of DTC’s or any participant’s
records relating to, or for payments made on account of, beneficial interests in a Global Note, or for maintaining, supervising or reviewing
any records relating to such beneficial interests.

 

Termination of a Global Note

 

If a Global Note is terminated
for any reason, interest in it will be exchanged for certificates in non-book-entry form as certificated securities. After such exchange,
the choice of whether to hold the certificated Notes directly or in street name will be up to the investor. Investors must consult their
own banks or brokers to find out how to have their interests in a Global Note transferred on termination to their own names, so that
they will be holders of the Notes. See “— Form, Exchange and Transfer of Certificated Registered Securities.”

 

Payment and Paying Agents

 

We will pay interest to the
person listed in the trustee’s records as the owner of the Notes at the close of business on the record date for the applicable
interest payment date, even if that person no longer owns the Note on the interest payment date. Because we pay all the interest for
an interest period to the holders on the record date, holders buying and selling the Notes must work out between themselves the appropriate
purchase price. The most common manner is to adjust the sales price of the Notes to prorate interest fairly between buyer and seller
based on their respective ownership periods within the particular interest period.

 

Payments on Global Notes

 

We will make payments on the
Notes so long as they are represented by Global Notes in accordance with the applicable policies of the depositary in effect from time
to time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who
own beneficial interest in the Global Notes. An indirect holder’s right to those payments will be governed by the rules and practices
of the depositary and its participants.

 

Payments on Certificated Securities

 

In the event the Notes become
represented by certificates, we will make payments on the Notes as follows. We will pay interest that is due on an interest payment date
by check mailed on the interest payment date to the holder of the Note at his or her address shown on the trustee’s records as
of the close of business on the record date. We will make all payments of principal by check at the office of the trustee in the contiguous
United States and/or at other offices that may be specified in the indenture or a notice to holders against surrender of the Note.

 

Payment When Offices Are Closed

 

If any payment is due on the
Notes on a day that is not a business day, we will make the payment on the next day that is a business day. Payments made on the next
business day in this situation will be treated under the indenture as if they were made on the original due date. Such payment will not
result in a default under the Notes or the indenture, and no interest will accrue on the payment amount from the original due date to
the next day that is a business day.

 

Book-entry and other indirect holders should
consult their banks or brokers for information on how they will receive payments on the Notes.

 

Form, Exchange and Transfer of Certificated
Registered Securities

 

Notes in physical, certificated
form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related Notes only if:

 

DTC notified us at
any time that it is unwilling or unable to continue as depositary for the Global Notes;

 

 

DTC ceases to be registered
as a clearing agency under the Exchange Act; or

 

an Event of Default
with respect to such Global Note has occurred and is continuing.

 

Holders may exchange their
certificated securities for Notes of smaller denominations or combined into fewer Notes of larger denominations, as long as the total
principal amount is not changed and as long as the denomination is equal to or greater than $25.

 

Holders may exchange or transfer
their certificated securities at the office of the trustee. We have appointed the trustee to act as our agent for registering the Notes
in the name of holders transferring Notes. We may at any time designate additional transfer agents or rescind the designation of any
transfer agent or approve a change in the office through which any transfer agent acts.

 

Holders will not be required
to pay a service charge for any registration of transfer or exchange of their certificated securities, but they may be required to pay
any tax or other governmental charge associated with the registration of transfer or exchange. The transfer or exchange will be made
only if our transfer agent is satisfied with the holder’s proof of legal ownership.

 

If we redeem any of the Notes,
we may block the transfer or exchange of those Notes selected for redemption during the period beginning 15 days before the day
we mail the notice of redemption and ending on the day of that mailing, in order to determine or fix the list of holders to prepare the
mailing. We may also refuse to register transfer or exchanges of any certificated Notes selected for redemption, except that we will
continue to permit transfers and exchanges of the unredeemed portion of any Note that will be partially redeemed.

 

About the Trustee

 

The Bank of New York
Mellon Trust Company, N.A. will be the trustee under the indenture and will be the principal paying agent and registrar for the Notes.
The trustee may resign or be removed with respect to the Notes provided that a successor trustee is appointed to act with respect to
the Notes.

 

 

MATERIAL U.S. FEDERAL
INCOME TAX CONSIDERATIONS

 

The following is a summary
of the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of the Notes that we are offering.
The following discussion is not exhaustive of all possible tax considerations. This summary is based upon the Internal Revenue Code of
1986, as amended (the “Code”), regulations promulgated under the Code by the U.S. Treasury Department (including proposed
and temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service
(the “IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations
or to change, possibly with retroactive effect. Such change could materially and adversely affect the tax consequences described below.
No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences
described below.

 

This summary is for general
information only, and does not address all aspects of U.S. federal income taxation that may be important to a particular holder in light
of its investment or tax circumstances or to holders subject to special tax rules, such as partnerships (including entities and arrangements
classified as partnerships for U.S. federal income tax purposes), subchapter S corporations or other pass-through entities, banks, financial
institutions, tax-exempt entities, insurance companies, regulated investment companies, real estate investment trusts, trusts and estates,
dealers in stocks, securities or currencies, traders in securities that have elected to use the mark-to-market method of accounting for
their securities, persons holding the Notes as part of an integrated transaction, including a “straddle,” “hedge,”
“constructive sale,” or “conversion transaction,” U.S. Holders (as defined below) whose functional currency for
tax purposes (as defined in Section 985 of the Code) is not the U.S. dollar, holders subject to Section 451(b) of the Code,
and individuals subject to the alternative minimum tax provisions of the Code. This summary does not include any description of the tax
laws of any state or local governments, or of any foreign government, that may be applicable to a particular holder.

 

This summary is directed solely
to holders that, except as otherwise specifically noted, will purchase the Notes offered in this prospectus supplement upon original
issuance for the “issue price” (i.e., the first price at which a substantial amount of the Notes is sold for money
to persons, other than to bond houses, brokers or similar persons or organizations acting in the capacity of the underwriters, placement
agents or wholesalers) for cash and will hold such securities as capital assets within the meaning of Section 1221 of the Code,
which generally means as property held for investment.

 

This summary is not a comprehensive
description of all of the U.S. federal tax consequences that may be relevant with respect to the acquisition, ownership and disposition
of the Notes. We urge you to consult your own tax advisor regarding your particular circumstances and the U.S. federal income and estate
tax consequences to you of acquiring, owning and disposing of these securities, as well as any tax consequences arising under the laws
of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

 

As used in this prospectus
supplement, the term “U.S. Holder” means a beneficial owner of Notes that is for U.S. federal income tax purposes:

 

an individual who
is a citizen or resident of the United States;

 

a corporation (including
an entity treated as a corporation for U.S. federal income tax purposes) created or organized
in or under the laws of the United States or of any state of the United States
or the District of Columbia;

 

an estate the income
of which is subject to U.S. federal income taxation regardless of its source;

 

a trust if a court
within the United States is able to exercise primary supervision over the administration
of the trust and one or more United States persons have the authority to control all
substantial decisions of the trust; or

 

a trust in existence
on August 20, 1996 that has a valid election in effect under applicable Treasury regulations
to be treated as a United States person.

 

As used in this prospectus
supplement, the term “Non-U.S. Holder” is a beneficial owner of the Notes (other than a partnership or other entity taxable
as a partnership) that is not a U.S. Holder.

 

If an entity or arrangement
treated as a partnership for U.S. federal income tax purposes holds the Notes offered in this prospectus supplement, the U.S. federal
income tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership and accordingly,
this summary does not apply to partnerships. A partner of a partnership holding the Notes should consult its own tax advisor regarding
the U.S. federal income tax consequences to the partner of the acquisition, ownership and disposition of the Notes by the partnership.

 

 

Consequences to U.S. Holders

 

The following is a summary
of the material U.S. federal income tax consequences that will apply to U.S. Holders of the Notes.

 

Payment of Interest.    It
is expected, and this discussion assumes, that the Notes will be issued with less than a de minimis amount of “original
issue discount” for U.S. federal income tax purposes. Accordingly, interest on a Note generally will be included in the income
of a U.S. Holder as interest income at the time it is accrued or is received in accordance with the U.S. Holder’s regular method
of accounting for U.S. federal income tax purposes and will be ordinary income.

 

Sale, Exchange, or Retirement
of Notes.    Upon the sale, exchange, retirement, or other disposition of a Note, a U.S. Holder will recognize
gain or loss equal to the difference between the amount realized upon the sale, exchange, retirement or other disposition and the U.S.
Holder’s adjusted tax basis in the Note. The amount realized by the U.S. Holder will include the amount of any cash and the fair
market value of any other property received for the Note, but will exclude amounts attributable to accrued but unpaid interest which
will be treated as described above under “Payments of Interest.” A U.S. Holder’s adjusted tax basis in a Note will
generally be the cost of the Note to such U.S. Holder.

 

Gain or loss realized on the
sale, exchange, retirement, or other disposition of a Note generally will be capital gain or loss, and will be long-term capital gain
or loss if the Note has been held for more than one year. Net long-term capital gain recognized by an individual U.S. Holder is generally
taxed at preferential rates. The ability of U.S. Holders to deduct capital losses is subject to limitations under the Code.

 

Additional Medicare Tax
on Unearned Income.    Certain U.S. Holders, including individuals, estates and trusts, are subject to an additional
3.8% Medicare tax on unearned income. For individual U.S. Holders, the additional Medicare tax applies to the lesser of (i) “net
investment income” or (ii) the excess of “modified adjusted gross income” over $200,000 ($250,000 if married and
filing jointly or $125,000 if married and filing separately). “Net investment income” generally equals the taxpayer’s
gross investment income reduced by the deductions that are allocable to such income. Investment income generally includes passive income
such as interest and capital gains. U.S. Holders are urged to consult their own tax advisors regarding the implications of the additional
Medicare tax resulting from an investment in the Notes.

 

Consequences to Non-U.S. Holders

 

The following is a summary
of the material U.S. federal income tax consequences that will apply to Non-U.S. Holders of a Note.

 

Payments of Interest.    Except
as discussed below, principal and interest payments that are received from us and that are not effectively connected with the conduct
by the Non-U.S. Holder of a trade or business within the United States, or a permanent establishment maintained in the United States
if certain tax treaties apply, generally will not be subject to U.S. federal income or withholding tax, except as provided below. Interest
may be subject to a 30% withholding tax (or less under an applicable treaty, if any) if:

 

a Non-U.S. Holder
actually or constructively owns 10% or more of the total combined voting power of all classes
of our stock entitled to vote;

 

a Non-U.S. Holder
is a “controlled foreign corporation” for U.S. federal income tax purposes that
is related to us (directly or indirectly) through stock ownership;

 

a Non-U.S. Holder
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business (as described in Section 881(c)(3)(A) of the Code); or

 

the Non-U.S. Holder
does not satisfy the certification requirements described below.

 

In the case of the Notes,
a Non-U.S. Holder generally will satisfy the certification requirements if either: (A) the Non-U.S. Holder certifies to us, under
penalties of perjury, that it is not a “United States person” (within the meaning of the Code) and provides its name
and address (which certification may generally be made on an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable U.S. nonresident
withholding tax certification form), or (B) a securities clearing organization, bank, or other financial institution that holds
customer securities in the ordinary course of its trade or business (a “financial institution”) and holds the Note
certifies to us under penalties of perjury that either it or another financial institution has received the required statement from the
Non-U.S. Holder certifying that it is not a United States person and furnishes us with a copy of the statement.

 

 

Except as discussed below,
payments not meeting the requirements set forth above and thus subject to withholding of U.S. federal income tax may nevertheless be
exempt from withholding (or subject to withholding at a reduced rate) if the Non-U.S. Holder provides us with a properly executed IRS
Form W-8BEN, Form W-8BEN-E, or other applicable U.S. nonresident withholding tax certification form, claiming an exemption
from, or reduction in, withholding under the benefit of a tax treaty, or IRS Form W-8ECI (or other applicable form) stating that
interest paid on the Notes is not subject to withholding tax because it is effectively connected with the conduct of a trade or business
within the United States as discussed below. These forms may be required to be updated periodically. To claim benefits under an
income tax treaty, a Non-U.S. Holder must obtain a taxpayer identification number and certify as to its eligibility under the appropriate
treaty’s limitations on benefits article. In addition, special rules may apply to claims for treaty benefits made by Non-U.S. Holders
that are entities rather than individuals. A Non-U.S. Holder that is eligible for a reduced rate of U.S. federal withholding tax pursuant
to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the
IRS.

 

Sale, Exchange, or Retirement
of Note.    Except as discussed below, a Non-U.S. Holder generally will not be subject to U.S. federal income
or withholding tax on any capital gain or market discount realized on the sale, exchange, retirement or other disposition of Notes, provided
that: (a) the gain is not effectively connected with the conduct of a trade or business within the United States, or a permanent
establishment maintained in the United States if certain tax treaties apply, and (b) in the case of a Non-U.S. Holder that
is an individual, the Non-U.S. Holder is not present in the United States for 183 days or more in the taxable year of the sale,
exchange or other disposition of the Note. An individual Non-U.S. Holder who is present in the United States for 183 days or
more in the taxable year of sale, exchange or other disposition of a Note, and if certain other conditions are met, will be subject to
U.S. federal income tax at a rate of 30% on the gain realized on the sale, exchange or other disposition of such Note.

 

Income Effectively Connected
with a Trade or Business within the United States.    If a Non-U.S. Holder of a Note is engaged in the conduct
of a trade or business within the United States and if interest on the Note, or gain realized on the sale, exchange or other disposition
of the Note, is effectively connected with the conduct of such trade or business (and, if certain tax treaties apply, is attributable
to a permanent establishment maintained by the Non-U.S. Holder in the United States), the Non-U.S. Holder, although exempt from
U.S. federal withholding tax (provided that the certification requirements discussed above are satisfied), will generally be subject
to U.S. federal income tax on such interest or gain on a net income basis in the same manner as if it were a U.S. Holder. Non-U.S. Holders
should read the material under the heading “— Consequences to U.S. Holders,” for a description of the U.S. federal
income tax consequences of acquiring, owning, and disposing of a Note. In addition, if such Non-U.S. Holder is a foreign corporation,
it may also be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable U.S. income tax treaty) of
all or a portion of its earnings and profits for the taxable year that are effectively connected with its conduct of a trade or business
in the United States, subject to certain adjustments.

 

Backup Withholding and Information Reporting

 

In general, in the case of
a U.S. Holder, other than certain exempt recipients (including a corporation and certain other persons who, when required, demonstrate
their exempt status), we and other payors are required to report to the IRS all payments of principal and interest on the Notes. In addition,
we and other payors generally are required to report to the IRS any payment of proceeds from the sale of a Note before maturity. Additionally,
backup withholding generally will apply to any payments if a U.S. Holder fails to provide an accurate taxpayer identification number
and certify that the taxpayer identification number is correct, the U.S. Holder is notified by the IRS that it is subject to backup withholding,
or the U.S. Holder does not certify that it is not subject to backup withholding. If applicable, backup withholding will be imposed at
a rate of 24%.

 

In the case of a Non-U.S.
Holder, backup withholding and information reporting will not apply to payments made if the Non-U.S. Holder provides the required certification
to the applicable withholding agent under penalties of perjury that it is not a United States person, or the Non-U.S. Holder otherwise
establishes an exemption, provided that the payor does not have actual knowledge that the holder is a United States person, or that
the conditions of any exemption are not satisfied.

 

In addition, payments of the
proceeds from the sale of a Note by a Non-U.S. Holder outside of the United States through a foreign office of a broker or the foreign
office of a custodian, nominee, or other dealer acting on behalf of a holder generally will not be subject to information reporting or
backup withholding. However, if the broker, custodian, nominee, or other dealer is a United States person, the government of the
United States or the government of any state or political subdivision of any state, or any agency or instrumentality of any of these
governmental units, a controlled foreign corporation for U.S. federal income tax purposes, a foreign partnership that is either engaged
in a trade or business within the United States or whose United States partners in the aggregate hold more than 50% of the
income or capital interest in the partnership, a foreign person 50% or more of whose gross income for a certain period is effectively
connected with a trade or business within the United States, or a United States branch of a foreign bank or insurance company,
information reporting (but not backup withholding) generally will be required with respect to payments made to a holder unless the broker,
custodian, nominee, or other dealer has documentation of the holder’s foreign status and the broker, custodian, nominee, or other
dealer has no actual knowledge or reason to know to the contrary.

 

 

Payment of the proceeds from
a sale of a Note to or through the United States office of a broker is subject to information reporting and backup withholding,
unless the holder certifies as to its non-United States person status or otherwise establishes an exemption from information reporting
and backup withholding.

 

Any amounts withheld under
the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided
the required information is timely furnished to the IRS.

 

Foreign Account Tax Compliance Act

 

Certain provisions of the
Code, known as the Foreign Account Tax Compliance Act (“FATCA”), impose a 30% U.S. withholding tax on certain U.S.
source payments, including interest, dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the
gross proceeds from a disposition of property of a type which can produce U.S. source interest or dividends (“Withholdable Payments”),
if paid to a foreign financial institution (including amounts paid to a foreign financial institution on behalf of a holder), unless
such institution enters into an agreement with the Treasury to collect and provide to the Treasury certain information (that is in addition
to and significantly more onerous than, the requirement to deliver an applicable U.S. nonresident withholding tax certification form
(e.g., IRS Form W-8BEN), as discussed above) regarding U.S. financial account holders, including certain account holders
that are foreign entities with U.S. owners, with such institution or otherwise complies with FATCA. FATCA also generally imposes a withholding
tax of 30% on Withholdable Payments made to a non-financial foreign entity unless such entity provides the withholding agent with a certification
that it does not have any substantial U.S. owners or a certification identifying the direct and indirect substantial U.S. owners of the
entity. Under certain circumstances, a holder may be eligible for refunds or credits of such taxes.

 

These withholding and reporting
requirements generally apply to U.S. source periodic payments (such as interest payments on the Notes) and, after December 31, 2018,
to payments of gross proceeds from a sale, exchange, redemption, or other disposition of property that can give rise to U.S. source interest
and dividends. If we determine withholding is appropriate with respect to the Notes, we will withhold tax at the applicable statutory
rate, and we will not pay any additional amounts in respect of such withholding. Foreign financial institutions and non-financial foreign
entities located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject
to different rules. We will not be required to pay any additional amounts in respect of any payments to which FATCA withholding applies.
Holders are urged to consult with their own tax advisors regarding the possible implications of FATCA on their investment in the Notes.

 

UNDERWRITING
(Conflicts of Interest)

 

B. Riley Securities is acting
as joint book-running manager and representative of each of the underwriters named below. Subject to the terms and conditions set forth
in an underwriting agreement among us and the underwriters dated         , 2021 (the “Underwriting
Agreement”), we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly,
to purchase from us, the principal amount of Notes set forth opposite its name below.

 

Underwriter   Principal
Amount of
Notes
 
B. Riley Securities, Inc.   $  
Janney Montgomery Scott LLC        
Oppenheimer & Co. Inc.        
Ladenburg Thalmann & Co. Inc.        
William Blair & Company, L.L.C.        
InspereX LLC        
EF Hutton, division of Benchmark Investments, LLC        
Aegis Capital Corp.        
Boenning & Scattergood, Inc.        
Brownstone Investment Group, LLC        
Colliers Securities LLC        
Huntington Securities, Inc.        
Newbridge Securities Corporation        
Wedbush Securities Inc.                               
Total   $ 150,000,000  

 

Subject to the terms and
conditions set forth in the Underwriting Agreement, the underwriters have agreed, severally and not jointly, to purchase all of the Notes
sold under the Underwriting Agreement. These conditions include, among others, the continued accuracy of representations and warranties
made by us in the Underwriting Agreement, delivery of legal opinions and the absence of any material changes in our assets, business
or prospects after the date of this prospectus supplement.

 

The several obligations
of the underwriters under the Underwriting Agreement are conditional and may be terminated on the occurrence of certain stated events,
including, in the event that at or prior to the closing of the offering: (i) trading in securities generally on the New York
Stock Exchange or the Nasdaq Stock Market or in the over-the-counter market, or trading in any securities of the Company on any exchange
or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for
prices shall have been established on any such exchange or such market by the SEC, by such exchange or market or by any other regulatory
body or governmental authority having jurisdiction; (ii) a banking moratorium shall have been declared by United States federal
or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the
United States; (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism,
or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration
of a national emergency or war by the United States; or (iv) there shall have occurred such a material adverse change in general
economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States
shall be such) as to make it, in the reasonable judgment of the underwriters, impracticable or inadvisable to proceed with the sale or
delivery of the Notes on the terms and in the manner contemplated in this prospectus supplement.

 

We have granted to the underwriters
the option to purchase up to an additional $22,500,000 of Notes at the public offering price, less the underwriting discounts (the “Option”).
If any Notes are purchased pursuant to the Option, the underwriters will, severally but not jointly, purchase the Notes in approximately
the same proportions as set forth in the above table. This prospectus supplement also qualifies the grant of the Option and the Notes
issuable upon the exercise thereof. A purchaser who acquires any Notes forming part of the underwriters’ Option acquires such Notes
under this prospectus supplement, regardless of whether the position is ultimately filled through the exercise of the Option or secondary
market purchases.

 

We have agreed to indemnify
the underwriters against certain liabilities, including, among other things, liabilities under the Securities Act or to contribute to
payments the underwriters may be required to make in respect of those liabilities.

 

We expect to deliver the
Note against payment for such notes on or about         , 2021, which will be the second business
day following the date of the pricing of the Notes (“T + 2”).

 

 

Discounts and Expenses

 

The representative has advised
us that the underwriters propose initially to offer the Notes to the public at the public offering price and to dealers at that price
less a concession not in excess of $         per Note. After the underwriters have made a reasonable
effort to sell all of the Notes at the offering price, such offering price may be decreased and may be further changed from time to time
to an amount not greater than the offering price set forth herein, and the compensation realized by the underwriters will effectively
be decreased by the amount that the price paid by purchasers for the Notes is less than the original offering price. Any such reduction
will not affect the net proceeds received by us. The underwriters reserve the right to withdraw, cancel or modify offers to the public
and to reject orders in whole or in part.

 

The following table shows
the per Note and total underwriting discount that we are to pay to the underwriters in connection with this offering assuming no exercise
of the Option.

 

    Price to the
Public
    Underwriting

Discount(1)
    Net

Proceeds(2)
 
Per Note   $             $                $              
Total(3)   $     $     $  

 

 

(1) Pursuant to the terms
of the Underwriting Agreement, the underwriters will receive a discount equal to $        
per Note.
(2) After deducting the underwriting
discount but before deducting expenses of the offering, estimated to be $        .
(3) If the Option is exercised
in full, the total price to the public, underwriting discount and net proceeds to us (after
deducting the underwriting discount but before deducting estimated offering expenses) will
be $        , $        
and $        , respectively.

 

We estimate that the total
expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding
underwriting discounts and reimbursements, will be approximately $        . We have also agreed
to reimburse the underwriters for their reasonable out-of-pocket expenses, including attorneys’ fees, up to $75,000.

 

No Sales of Similar Securities

 

We have agreed for a period
of 30 days following the date of this offering that, without the prior written consent of the representative, which may not be unreasonably
withheld, on behalf of the underwriters, we will not, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any
option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any debt securities issued or guaranteed by
the Company or any securities convertible into or exchangeable or exercisable for debt securities issued or guaranteed by the Company
or file or cause to be declared effective a registration statement under the Securities Act with respect to any of the foregoing.

 

Stock Exchange Listing

 

We have applied to list
the Notes on Nasdaq. If the application is approved, trading of the Notes on Nasdaq is expected to begin within 30 days after the
date of initial delivery of the Notes. The underwriters will have no obligation to make a market in the Notes, however, and may cease
market-making activities, if commenced, at any time. Accordingly, an active trading market on the Nasdaq for the Notes may not develop
or, even if one develops, may not last, in which case the liquidity and market price of the Notes could be adversely affected, the difference
between bid and asked prices could be substantial and your ability to transfer the Notes at the time and price desired will be limited.

 

Price Stabilization, Short Positions

 

Until the distribution of
the Notes is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our Notes. However,
the representative may engage in transactions that have the effect of stabilizing the price of the Notes, such as purchases and other
activities that peg, fix or maintain that price.

 

 

In connection with this
offering, the underwriters may bid for or purchase and sell our Notes in the open market. These transactions may include short sales
and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater
number of our Notes than they are required to purchase in this offering. “Covered” short sales are sales made in an amount
not greater than the Underwriters’ option to purchase additional Notes in this offering. The underwriters may close out any covered
short position by either exercising their option to purchase additional notes or purchasing notes in the open market. In determining
the source of notes to close out the covered short position, the underwriters will consider, among other things, the price of notes available
for purchase in the open market as compared to the price at which they may purchase additional notes pursuant to the option granted to
them. “Naked” short sales are sales in excess of the option to purchase additional Notes. The underwriters must close out
any naked short position by purchasing Notes in the open market. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price of our Notes in the open market after pricing that could adversely affect
investors who purchase in this offering.

 

Similar to other purchase
transactions, the underwriters’ purchases to cover the syndicate short sales and other activities may have the effect of raising
or maintaining the market price of the Notes or preventing or retarding a decline in the market price of the Notes. As a result, the
price of the Notes may be higher than the price that might otherwise exist in the open market. If these activities are commenced, they
may be discontinued at any time. The underwriters may conduct these transactions on Nasdaq, in the over-the-counter market or otherwise.

 

The underwriters also may
impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received
by it because the representative has repurchased Notes sold by or for the account of such underwriter in stabilizing or short covering
transactions.

 

Neither we nor any of the
underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above
may have on the price of our Notes. In addition, neither we nor any of the underwriters make any representation that the representative
will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

 

Electronic Offer, Sale and Distribution of
Notes

 

This prospectus supplement
and the accompanying prospectus in electronic format may be made available on websites maintained by one or more of the underwriters,
and the underwriters may distribute the prospectus supplement and accompanying prospectus electronically.

 

Other than this prospectus
supplement and the accompanying prospectus in electronic format, the information on any underwriter’s or any selling group member’s
website and any information contained in any other website maintained by an underwriter or any selling group member is not part of this
prospectus supplement and the accompanying prospectus or the registration statement of which this prospectus supplement and the accompanying
prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or any selling group member in its capacity as
underwriter or selling group member and should not be relied upon by investors.

 

Additional Relationships and Conflicts of
Interest

 

The underwriters and their
affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and
investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and
other financial and non-financial activities and services. The underwriters and their affiliates may provide from time to time in the
future in the ordinary course of their business certain commercial banking, financial advisory, investment banking and other services
to us for which they will be entitled to receive customary fees and expenses. The underwriters have in the past and may in the future
borrow money from or obtain other financial and non-financial services from us for which we will be entitled to receive customary fees
and expenses.

 

B. Riley Securities, our
wholly-owned subsidiary, will participate in the offering of the Notes as a joint book-running manager.

 

B. Riley Securities is also
the sales agent under the Sales Agreements.

 

Because of the foregoing,
the representative may be deemed to have a “conflict of interest” within the meaning of Rule 5121 of the FINRA, and
this offering will be conducted in accordance with Rule 5121. The representative may not make sales of Notes in this offering to
any of its discretionary accounts without the prior written approval of the account holder. However, in accordance with FINRA Rule 5121,
no “qualified independent underwriter” is required because the Notes are investment grade-rated by one or more nationally
recognized statistical rating agencies.

 

 

EXPERTS

 

Marcum LLP, an independent
registered public accounting firm, has audited our consolidated financial statements as of December 31, 2020 and 2019 and for each of
the three years in the period ended December 31, 2020, as well as the effectiveness of our internal controls over financial reporting
as of December 31, 2020, as stated in its report incorporated by reference into this prospectus supplement, and such audited consolidated
financial statements have been incorporated by reference into this prospectus supplement in reliance upon the report of such firm given
upon its authority as experts in accounting and auditing.

 

The combined financial statements
of BR Brand as of December 31, 2018 and 2017 and for each of the two years in the period ended December 31, 2018 incorporated by reference
in this prospectus have been so incorporated in reliance on the reports of Mayer Hoffman McCann CPAs, The New York Practice of Mayer
Hoffman McCann P.C., independent auditor of BR Brand, incorporated herein by reference, given on the authority of said firm as experts
in auditing and accounting.

 

LEGAL
MATTERS

 

Certain legal matters will
be passed upon for us by The NBD Group, Inc., Los Angeles, California, and for the underwriters by Duane Morris LLP, New York, New York.

 

INFORMATION INCORPORATED
BY REFERENCE

 

This prospectus supplement
and the accompanying prospectus are part of a registration statement that we have filed with the SEC. The SEC allows us to “incorporate
by reference” the information that we file with it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying
prospectus from the date we file that document. Any documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act with the SEC after the date of this prospectus supplement and before the date that the offering of Notes by means of this prospectus
supplement and accompanying prospectus is terminated will automatically update and, where applicable, supersede any information contained
or incorporated by reference in this prospectus supplement and accompanying prospectus. We incorporate by reference into this prospectus
supplement and the accompanying prospectus the following documents or information filed with the SEC (other than, in each case, documents
or information deemed to have been furnished and not filed in accordance with SEC rules):

 

 

Our annual report
on Form 10-K
for the year ended December 31, 2020, filed with the SEC on March 4, 2021 (and as further
updated on Form
8-K filed with the SEC on June 25, 2021 to recast historical segment information and
related disclosures);

 

Our Definitive
Proxy Statement on Schedule
14A filed with the SEC on April 20, 2021; and

 

Our current reports on Form 8-K filed with the SEC on December 30, 2020, January
11, 2021, January
15, 2021, January
25, 2021, February
25, 2021 (21676725), March
1, 2021, March
29, 2021, April
6, 2021, May 28,
2021, June 3,
2021, June 25,
2021 (211045107 and 211048050), August
6, 2021 and  August
12, 2021 (211165045 and 211167800).

 

We will provide without
charge to each person, including any beneficial owner, to whom this prospectus supplement and the accompanying prospectus are delivered,
upon his or her written or oral request, a copy of any or all documents referred to above that have been or may be incorporated by reference
into this prospectus supplement and the accompanying prospectus, excluding exhibits to those documents unless they are specifically incorporated
by reference into those documents. You may request those documents from us by contacting us at: B. Riley Financial, Inc., 11100
Santa Monica Blvd., Suite 800, Los Angeles, California 90025, Attention: Investor Relations, telephone (310) 966-1444.

 

 

PROSPECTUS

 

 

B.
RILEY FINANCIAL, INC.

 

COMMON
STOCK
PREFERRED STOCK
WARRANTS
DEBT SECURITIES

DEPOSITARY
SHARES
UNITS

 

We may offer and sell
from time to time the above securities in one or more classes, in one or more transactions, separately or together in any combination
and as separate series, and in amounts, at prices and on terms that we will determine at the times of the offerings. We may also
offer any of these securities that may be issuable upon the conversion, exercise or exchange of debt securities, preferred stock
or warrants.

 

We
will provide specific terms of any offering in supplements to this prospectus, which we will deliver together with the prospectus
at the time of sale. The supplements may add, update or change information contained in this prospectus. You should read this
prospectus and any prospectus supplement carefully before you invest. This prospectus may not be used to offer and sell securities
unless accompanied by a prospectus supplement.

 

We
may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters,
dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents
are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount
arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus
supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution”
for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing
the method and terms of the offering of such securities.

 

Our common stock is
traded on the Nasdaq Global Market (“NASDAQ”) under the symbol “RILY”. On January 27, 2021, the
last reported sales price of our common stock as quoted on NASDAQ was $48.66 per share.

 

Investing
in our securities involves risks. Risks associated with an investment in our securities will be described in the applicable prospectus
supplement and certain of our filings with the Securities and Exchange Commission, as described under the caption “Risk
Factors” on page 3 of this prospectus.

 

NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The date of this prospectus is January 28, 2021.

 

 

TABLE
OF CONTENTS

 

 

 

ABOUT
THIS PROSPECTUS

 

This prospectus is
part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission (the “SEC”)
as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities
Act”), using a “shelf” registration process for the delayed offering and sale of securities pursuant to
Rule 415 under the Securities Act. Under the shelf registration process, we may from time to time, offer and sell to the public
any or all of the securities in the registration statement in one or more offerings.

 

For further information
about our business and the securities, you should refer to the registration statement containing this prospectus and its exhibits.
The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized
in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to
purchase the securities we offer, you should review the full text of these documents. We have filed and plan to continue to file
other documents with the SEC that contain information about us and our business. Also, we will file legal documents that control
the terms of the securities offered by this prospectus as exhibits to the reports we file by the SEC. The registration statement
and other reports can be obtained from the SEC as indicated under the heading “Where You Can Find More Information.”

 

This
prospectus provides you with a general description of the securities that we may offer. Each time we offer securities pursuant
to this prospectus, we will provide a prospectus supplement and/or other offering material that will contain specific information
about the terms of that offering. When we refer to a “prospectus supplement,” we are also referring to any free writing
prospectus or other offering material authorized by us. The prospectus supplement may also add, update or change information contained
in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement,
you should rely on the information in the prospectus supplement or incorporated information having a later date. You should read
this prospectus and any prospectus supplement together with additional information described under the heading “Where You
Can Find More Information.”

 

You
should rely only on the information provided in this prospectus, in any prospectus supplement, or any other offering material
that we authorize, including the information incorporated by reference. We have not authorized anyone to provide you with different
information. You should not assume that the information in this prospectus, any supplement to this prospectus, or any other offering
material that we authorize, is accurate at any date other than the date indicated on the cover page of these documents or the
date of the statement contained in any incorporated documents, respectively. This prospectus is not an offer to sell or a solicitation
of an offer to buy any securities other than the securities referred to in the prospectus supplement. This prospectus is not an
offer to sell or a solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is
unlawful. You should not interpret the delivery of this prospectus, or any sale of securities, as an indication that there has
been no change in our affairs since the date of this prospectus. You should also be aware that information in this prospectus
may change after this date. The information contained in this prospectus or a prospectus supplement or amendment, or incorporated
herein or therein by reference, is accurate only as of the date of this prospectus or prospectus supplement or amendment, as applicable,
regardless of the time of delivery of this prospectus or prospectus supplement or amendment, as applicable, or of any sale of
the shares.

 

As used in this prospectus,
unless the context indicates or otherwise requires, “the Company,” “B. Riley,” “we,” “us,”
or “our” refer to the combined business of B. Riley Financial, Inc. and its consolidated subsidiaries.

 

 

ABOUT
B. RILEY FINANCIAL, INC.

 

 This summary is not complete and does not contain all of the information that you should consider before
investing in our securities. You should read this summary together with the entire prospectus and the applicable prospectus supplement
carefully, especially the section entitled “Risk Factors” contained herein and therein and the documents incorporated
by reference herein and therein, as well as our financial statements and the notes to those financial statements incorporated in
this prospectus by reference.

 

Our
Business

 

B. Riley Financial,
Inc. (NASDAQ: RILY) and its subsidiaries provide collaborative financial services and solutions through several operating subsidiaries
including:

 

B. Riley Securities, Inc. (“B. Riley Securities”)
is a leading, full service investment bank providing financial advisory, corporate finance, research, securities lending and sales
and trading services to corporate, institutional and high net worth individual clients. B. Riley Securities (fka B. Riley FBR,
Inc.) was formed in November 2017 through the merger of B. Riley & Co, LLC and FBR Capital Markets & Co.,
which the Company acquired in June 2017.

 

B. Riley Wealth Management, Inc. provides comprehensive
wealth management and brokerage services to individuals and families, corporations and non-profit organizations, including qualified
retirement plans, trusts, foundations and endowments.

 

B. Riley Capital Management, LLC, a Securities and
Exchange Commission (“SEC”) registered investment advisor, which includes:

 

B. Riley Asset Management, an advisor to certain private
funds and to institutional and high net worth investors;

 

Great American Capital Partners, LLC (“GACP”),
the general partner of two private funds, GACP I, L.P. and GACP II, L.P., both direct lending funds that provide senior secured
loans and second lien secured loan facilities to middle market public and private U.S. companies.

 

Our subsidiaries doing business as B. Riley Advisory
Services:

 

GlassRatner Advisory & Capital Group LLC
(“GlassRatner”), a specialty financial advisory services firm that provides consulting services to shareholders,
creditors and companies, including due diligence, fraud investigations, corporate litigation support, crisis management and bankruptcy
services. We acquired GlassRatner on August 1, 2018. GlassRatner strengthens B. Riley’s diverse platform and compliments
the restructuring services provided by B. Riley Securities.

 

Great American Group Advisory and Valuation Services,
LLC, a leading provider of appraisal and valuation services for asset based lenders, private equity firms and corporate clients.

 

B. Riley Retail Solutions, LLC (aka Great American
Group, LLC), a leading provider of asset disposition and auction solutions to a wide range of retail and industrial clients.

 

We also pursue a strategy
of investing in or acquiring companies which we believe have attractive investment return characteristics. We acquired United Online,
Inc. (“UOL”) on July 1, 2016 and magicJack VocalTec Ltd. (“magicJack”) on November 14, 2018
as part of our principal investment strategy.

 

UOL is a communications company that offers consumer
subscription services and products, consisting of Internet access services and devices under the NetZero and Juno brands primarily
sold in the United States.

 

magicJack is a Voice over IP (“VoIP”)
cloud-based technology and services communications provider.

 

BR Brand Holding, LLC (“BR Brand”), in which
the Company owns a majority interest, provides licensing of a brand investment portfolio. BR Brand owns the assets and intellectual
property related to licenses of six brands: Catherine Malandrino, English Laundry, Joan Vass, Kensie Girl, Limited Too and Nanette
Lepore. We also own an interest in Hurley, bebe and Justice as part of our Brands segment.

 

 

 

We are headquartered
in Los Angeles with offices in major cities throughout the United States including New York, Chicago, Boston, Dallas,
Memphis, Metro Washington D.C. and West Palm Beach.

 

For financial reporting
purposes we classify our businesses into five operating segments: (i) Capital Markets, (ii) Auction and Liquidation,
(iii) Valuation and Appraisal, (iv) Principal Investments — United Online and magicJack and (v) Brands.

 

Capital Markets Segment.    Our
Capital Markets segment provides a full array of investment banking, corporate finance, consulting, financial advisory, research,
securities lending, wealth management and sales and trading services to corporate, institutional and high net worth clients. Our
corporate finance and investment banking services include merger and acquisitions as well as restructuring advisory services to
public and private companies, initial and secondary public offerings, and institutional private placements. In addition, we trade
equity securities as a principal for our account, including investments in funds managed by our subsidiaries. Our Capital Markets
segment also includes our asset management businesses that manage various private and public funds for institutional and individual
investors.

 

Auction and Liquidation
Segment.    Our Auction and Liquidation segment utilizes our significant industry experience, a scalable
network of independent contractors and industry-specific advisors to tailor our services to the specific needs of a multitude of
clients, logistical challenges and distressed circumstances. Furthermore, our scale and pool of resources allow us to offer our
services across North American as well as parts of Europe, Asia and Australia. Our Auction and Liquidation segment operates through
two main divisions, retail store liquidations and wholesale and industrial assets dispositions. Our wholesale and industrial assets
dispositions division operates through limited liability companies that are controlled by us.

 

Valuation and Appraisal
Segment.    Our Valuation and Appraisal segment provides valuation and appraisal services to financial
institutions, lenders, private equity firms and other providers of capital. These services primarily include the valuation of assets
(i) for purposes of determining and monitoring the value of collateral securing financial transactions and loan arrangements
and (ii) in connection with potential business combinations. Our Valuation and Appraisal segment operates through limited
liability companies that are majority owned by us.

 

Principal Investments —
United Online and magicJack Segment. Our Principal Investments — United Online and magicJack segment consists of
businesses which have been acquired primarily for attractive investment return characteristics. Currently, this segment includes
UOL, through which we provide consumer Internet access, and magicJack, through which we provide VoIP communication and related
product and subscription services.

 

Brands Segment.    Our
Brands segment consists of our brand investment portfolio that is focused on generating revenue through the licensing of trademarks
and is held by BR Brand.

  

Our Corporate Information

 

We
are a Delaware corporation. Our executive offices are located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California,
90025, and the telephone number at our principal executive office is (310) 966-1444. Our website addresses are http://www.brileyfin.com,
http://www.greatamerican.com, https://www.glassratner.com, http://www.unitedonline.net, http://www.magicjack.com
and http://www.vocaltec.com. We have not incorporated by reference into this prospectus supplement and accompanying
prospectus the information on our website, and you should not consider it to be a part of this document
.

 

 

RISK
FACTORS

 

Investing in our securities
involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described under
the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus
and in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, together with all of the
other information appearing in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, as
updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These risks could materially and adversely affect our business, results of operations and financial condition and could result
in a partial or complete loss of your investment. Additional risks not presently known to us or that we currently believe are
immaterial may also significantly impair our business operations and financial condition. See “Where You Can Find More Information.”

  

SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Statements
in this prospectus that are not descriptions of historical facts are forward-looking statements that are based on management’s
current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or
such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively
affected. In some cases, you can identify forward-looking statements by terminology including “anticipates,” “believes,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “should,” “will,”
“would” or the negative of these terms or other comparable terminology. Factors that could cause actual results to
differ materially from those currently anticipated include those set forth in the section titled “Risk Factors.”

 

We operate in a very competitive
and rapidly changing environment and new risks emerge from time to time. As a result, it is not possible for our management to
predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In
light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus
may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking
statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance
or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements
included in this prospectus speak only as of the date hereof, and except as required by law, we undertake no obligation to update
publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual
results or to changes in our expectations.

 

DETERMINATION
OF OFFERING PRICE

 

The
terms of any particular offering by us, the initial offering price and the net proceeds to us will be contained in the applicable
prospectus supplement, information incorporated by reference or free writing prospectus, relating to such offering.

 

USE
OF PROCEEDS

 

Unless we inform you
otherwise in the applicable prospectus supplement, we expect to use the net proceeds from the sale of the securities for general
corporate purposes, which may include funding future acquisitions and investments, repaying and/or refinancing indebtedness, making
loans and/or providing guaranties or backstop commitments to our clients in the ordinary course of our business, making capital
expenditures and funding working capital. Pending any specific application, we may initially invest the net proceeds in short-term
interest-bearing accounts, securities or similar investments.

 

We
have not determined the amounts we plan to spend on the areas listed above or the timing of these expenditures. As a result, our
management will have broad discretion to allocate the net proceeds of any offering.

 

 

SECURITIES
WE MAY OFFER

 

We
may issue from time to time, in one or more offerings the following securities:

 

  shares of common stock;

 

  shares of preferred stock;

 

  warrants exercisable for debt securities, common
stock or preferred stock;

 

  debt securities;
     
  depositary shares; and

 

  units of common stock, preferred stock, warrants,
debt securities or depositary shares, in any combination.

 

This
prospectus contains a summary of the material general terms of the various securities that we may offer. The specific terms of
the securities will be described in a prospectus supplement, information incorporated by reference, or free writing prospectus,
which may be in addition to or different from the general terms summarized in this prospectus. Where applicable, the prospectus
supplement, information incorporated by reference or free writing prospectus will also describe any material United States federal
income tax considerations relating to the securities offered and indicate whether the securities offered are or will be listed
on any securities exchange. The summaries contained in this prospectus and in any prospectus supplements, information incorporated
by reference or free writing prospectus may not contain all of the information that you would find useful. Accordingly, you should
read the actual documents relating to any securities sold pursuant to this prospectus. See “Where You Can Find Additional
Information” and “Incorporation of Certain Information by Reference” for information about how to obtain copies
of those documents.

 

The
terms of any particular offering, the initial offering price and the net proceeds to us will be contained in the prospectus supplement,
information incorporated by reference or free writing prospectus, relating to such offering.

  

DESCRIPTION
OF CAPITAL STOCK

 

Our Amended and Restated
Certificate of Incorporation, as amended, provides that we are authorized to issue 101,000,000 shares of capital stock. Our authorized
capital stock is comprised of 100,000,000 shares of common stock, $0.0001 par value per share, and 1,000,000 shares of preferred
stock, par value $0.0001 per share.

 

The following description
is a summary of the material terms of our capital stock and certain provisions of our Amended and Restated Certificate of Incorporation,
and Amended and Restated Bylaws, each as amended. This description does not purport to be complete. For information on how you
can obtain our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended, see “Where
You Can Find Additional Information.”

 

Common
Stock

 

We
are authorized to issue up to 100,000,000 shares of our common stock, par value $0.0001 per share.

 

The
holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders.
Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the
shares voting are able to elect all of our directors. Subject to preferences that may apply to any then outstanding shares of
preferred stock, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally
available for distribution at the times and in the amounts, if any, that our Board of Directors may determine from time to time.
In the event of our liquidation, dissolution or winding up, subject to the rights of each series of our preferred stock, which
may, from time to time come into existence, holders of our common stock are entitled to share ratably in all of our assets remaining
after we pay our liabilities. Holders of our common stock have no preemptive or other subscription or conversion rights. Our common
stock is not redeemable and there are no sinking fund provisions applicable to our common stock.

 

 

Preferred
Stock

 

Our
Board of Directors is authorized, subject to limitations imposed by Delaware law, to issue up to 1,000,000 shares of preferred
stock, par value $0.0001 per share, in one or more series, without stockholder approval. Our Board of Directors is authorized
to fix the number of shares of preferred stock and to determine or (so long as no shares of such series are then outstanding)
alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and
relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares
and as may be permitted by Delaware General Corporation Law. The rights, privileges, preferences and restrictions of any such
additional series may be subordinated to, pari passu with, or senior to any of those of any present or future class or
series of our capital stock. Our Board of Directors is also authorized to decrease the number of shares of any series, prior or
subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number
of shares of any series shall be so decreased, the shares constituting any decrease shall resume the status which they had prior
to the adoption of the resolution originally fixing the number of shares of such series.

 

This section describes
the general terms and provisions of our preferred stock. The applicable prospectus supplement will describe the specific terms
of any shares of preferred stock offered through that prospectus supplement, as well as any general terms described in this section
that will not apply to those shares of preferred stock. We will file a copy of the certificate of designation that contains the
terms of each new series of preferred stock with the SEC each time we issue a new series of preferred stock. Each certificate of
designation will establish the number of shares included in a designated series and fix the designation, powers, privileges, preferences
and rights of the shares of each series as well as any applicable qualifications, limitations or restrictions. You should refer
to the applicable certificate of designation as well as our Amended and Restated Certificate of Incorporation, as amended, before
deciding to buy shares of our preferred stock as described in the applicable prospectus supplement.

  

 Anti-Takeover
Provisions of Delaware Law and Charter Provisions

 

Interested
Stockholder Transactions

 

We
are subject to Section 203 of the General Corporation Law of the State of Delaware, which prohibits a Delaware corporation from
engaging in any “business combination” with any “interested stockholder” for a period of three years after
the date that such stockholder became an interested stockholder, with the following exceptions:

 

  before such date,
the board of directors of the corporation approved either the business combination or the transaction that resulted in the
stockholder becoming an interested holder;

 

  upon consummation
of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding, for purposes of
determining the number of shares outstanding, those shares owned by persons who are directors and also officers and by employee
stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to
the plan will be tendered in a tender or exchange offer; or

 

  on or after such
date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the
stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that
is not owned by the interested stockholder.

 

 

Section
203 defines “business combination” to include the following:

 

  any merger or consolidation
involving the corporation and the interested stockholder;

 

  any sale, lease,
exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the corporation involving the interested
stockholder;

 

  subject to certain
exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to
the interested stockholder;

 

  any transaction
involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of
the corporation beneficially owned by the interested stockholder; or

 

  the receipt by the
interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through
the corporation.

 

In
general, Section 203 defines “interested stockholder” as an entity or person beneficially owning 15% or more of the
outstanding voting stock of the corporation or any entity or person affiliated with or controlling or controlled by such entity
or person.

 

Amended
and Restated Certificate of Incorporation and Bylaws

 

Provisions in our Amended
and Restated Certificate of Incorporation, and Amended and Restated Bylaws, each as amended, may have the effect of discouraging
certain transactions that may result in a change in control of our company. Some of these provisions provide that stockholders
cannot act by written consent and impose advance notice requirements and procedures with respect to stockholder proposals and the
nomination of candidates for election as directors. Our Amended and Restated Certificate of Incorporation, as amended, allows us
to issue shares of preferred stock (see “Blank Check Preferred Stock”) or common stock without any action by
stockholders. Our directors and our officers are indemnified by us to the fullest extent permitted by applicable law pursuant to
our Amended and Restated Certificate of Incorporation, as amended. Our Board of Directors is expressly authorized to make, alter
or repeal our Amended and Restated Bylaws, as amended. These provisions may make it more difficult for stockholders to take specific
corporate actions and may make it more difficult or discourage an attempt to obtain control of the Company by means of a proxy
contest, tender offer, merger or otherwise.

 

Blank
Check Preferred Stock

 

Our Amended and Restated
Certificate of Incorporation, as amended, authorizes our Board of Directors to approve the issuance of up to 1,000,000 shares of
preferred stock, without further approval of the stockholders, and to determine the rights and preferences of any series of preferred
stock. The Board of Directors could issue one or more series of preferred stock with voting, conversion, dividend, liquidation
or other rights that would adversely affect the voting power and ownership interest of holders of our common stock. This authority
may have the effect of deterring hostile takeovers, delaying or preventing a change in control and discouraging bids for our common
stock at a premium over the market price.

  

DESCRIPTION
OF WARRANTS

 

We
may issue warrants to purchase common stock, preferred stock or other securities described in this prospectus. We may issue warrants
independently or as part of a unit with other securities. Warrants sold with other securities as a unit may be attached to or
separate from the other securities. The prospectus supplement relating to any warrants we are offering will describe specific
terms relating to the offering, including a description of any other securities sold together with the warrants. These terms will
include some or all of the following:

 

  the title of the
warrants;

 

  the aggregate number
of warrants offered;

 

  the price or prices
at which the warrants will be issued;

 

  the designation,
number and terms of any common stock, preferred stock or other securities purchasable upon exercise of the warrants and procedures
by which those numbers may be adjusted;

 

 

  the exercise price
of the warrants, including any provisions for changes or adjustments to the exercise price, and terms relating to the currency
in which such price is payable;

 

  the dates or periods
during which the warrants are exercisable;

 

  the designation
and terms of any securities with which the warrants are issued as a unit;

 

  if the warrants
are issued as a unit with another security, the date on or after which the warrants and the other security will be separately
transferable;

 

  any minimum or maximum
amount of warrants that may be exercised at any one time;

 

  any terms relating
to the modification of the warrants;

 

  a discussion of
material federal income tax considerations, if applicable; and

 

  any other terms
of the warrants and any other securities sold together with the warrants, including, but not limited to, the terms, procedures
and limitations relating to the transferability, exchange, exercise or redemption of the warrants.

 

The
applicable prospectus supplement will describe the specific terms of any warrant units.

 

The
descriptions of the warrants in this prospectus and in any prospectus supplement are summaries of the material provisions of the
applicable warrant agreements. These descriptions do not restate those agreements in their entirety and do not contain all of
the information that you may find useful. We urge you to read the applicable agreements because they, and not the summaries, define
many of your rights as holders of the warrants or any warrant units. For more information, please review the form of the relevant
agreements, which will be filed with the SEC promptly after the offering of warrants or warrant units and will be available as
described under the heading “Where You Can Find Additional Information.”

 

DESCRIPTION
OF DEBT SECURITIES

 

We
may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible
debt. The senior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured.
The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described
in the instrument governing the debt, to all or some portion of our senior indebtedness. Any convertible debt securities that
we may issue will be convertible into or exchangeable for common stock, preferred stock or other securities of ours or of a third
party. Conversion may be mandatory or at your option and would be at prescribed conversion rates.

 

The debt securities
will be issued either (i) pursuant to our existing indenture, dated as of November 2, 2016, as supplemented, between us and U.S.
Bank National Association, as trustee (as amended, our “2016 Indenture”), (ii) pursuant to our existing indenture,
dated as of May 7, 2019, as supplemented, between us and The Bank of New York Mellon Trust Company, N.A., as trustee (as amended,
our “2019 Indenture” and together with the 2016 Indenture, the “existing indentures”), or
(iii) pursuant to a subordinated debt indenture that we will enter into with The Bank of New York Mellon Trust Company, N.A., as
trustee (“new subordinated debt indenture”). While the terms we have summarized below will apply generally to
any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that
we may offer in more detail in a prospectus supplement (and any free writing prospectus).

  

We
have incorporated by reference our existing indentures and filed forms of our new subordinated debt indenture as exhibits to the
registration statement of which this prospectus is a part. We use the term “indentures” to refer collectively to our
existing indentures and our new subordinated debt indenture.

 

 

The
indentures, to the extent not already qualified, will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”).

 

The
following summaries of the material provisions of the senior debt securities, the subordinated debt securities and the indentures,
together with the additional information we may include in any applicable prospectus supplements, does not purport to be complete
and is subject to, and qualified in its entirety by reference to, all of the provisions of the form of our new subordinated debt
indenture filed as exhibits to the registration statement of which this prospectus is part, as it may be supplemented, amended
or modified from time to time, as well as our existing indentures that are incorporated by reference as exhibits to the registration
statement of which this prospectus is part. You should read the applicable prospectus supplement (and any free writing prospectus
that we may authorize to be provided to you) related to the series of debt securities being offered, as well as the complete indentures
that contain the terms of the debt securities.

 

The
following are some of the terms relating to our existing indentures and our new subordinated debt indenture of debt securities
that could be described in a prospectus supplement:

 

 

  principal amount
being offered, and, if a series, the total amount authorized and the total amount outstanding;

 

  any limit on the
amount that may be issued;

 

  whether we will
issue the series of debt securities in global form and, if so, the terms and who the depositary will be;

 

 

  principal amount
due at maturity, and whether the debt securities will be issued with any original issue discount;

 

  whether and under
what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States
person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;

 

  annual interest
rate, which may be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the
dates interest will be payable and the regular record dates for interest payment dates or the method for determining such
dates;

 

  whether the debt
securities will be secured or unsecured, and the terms of any secured debt;

 

  terms of the subordination
of any series of subordinated debt;

 

  place where payments
will be payable;

 

  restrictions on
transfer, sale or other assignment, if any;

 

  our right, if any,
to defer payment of interest and the maximum length of any such deferral period;

 

  date, if any, after
which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant
to any optional or provisional redemption provisions, and any other applicable terms of those redemption provisions;

 

  provisions for a
sinking fund, purchase or other analogous fund, if any;

 

 

  date, if any, on
which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise,
to redeem, or at the holder’s option to purchase, the series of debt securities;

 

  whether the indenture
will restrict our ability or the ability of our subsidiaries to:

 

  incur additional
indebtedness;

 

  issue additional
securities;
     
  create liens;

 

  pay dividends or
make distributions in respect of our capital stock or the capital stock of our subsidiaries;

 

  redeem capital stock;

 

  place restrictions
on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;

 

  make investments
or other restricted payments;

 

  sell or otherwise
dispose of assets;
     
  enter into sale-leaseback
transactions;

 

  engage in transactions
with shareholders or affiliates;

 

  issue or sell stock
of our subsidiaries; or

 

  effect a consolidation
or merger;

 

  whether the indenture
will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;

 

  a discussion of
any material or special United States federal income tax considerations applicable to the debt securities;

 

  information describing
any book-entry features;

 

  procedures for any
auction or remarketing, if any;

 

  whether the debt
securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount”
as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended;

 

  denominations in
which we will issue the series of debt securities, if other than denominations of $2,000 and any integral multiple of $1,000
in excess thereof;

 

  if other than dollars,
the currency in which the series of debt securities will be denominated; and

 

  any other specific
terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that
are in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are
in addition to those described above, and any terms that may be required by us or advisable under applicable laws or regulations
or advisable in connection with the marketing of the debt securities.

 

 

Conversion
or Exchange Rights

 

We
will set forth in the applicable prospectus supplement or free writing prospectus the terms on which a series of debt securities
may be convertible into or exchangeable for common stock, preferred stock or other securities of ours, including the conversion
or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will include
provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions
pursuant to which the number of our securities that the holders of the series of debt securities receive upon conversion or exchange
would, under the circumstances described in those provisions, be subject to adjustment, or pursuant to which those holders would,
under those circumstances, receive other property upon conversion or exchange, for example in the event of our merger or consolidation
with another entity.

 

Consolidation,
Merger or Sale

 

The
terms of any securities that we may offer pursuant to this prospectus may limit our ability to merge or consolidate or otherwise
sell, convey, transfer or otherwise dispose of all or substantially all of our assets, which terms would be set forth in the applicable
prospectus supplement and supplemental indenture. Any successor of ours or acquiror of such assets would have to assume all of
our obligations under the indentures and the debt securities, as appropriate.

 

If
the debt securities are convertible for our other securities, the person with whom we consolidate or merge or to whom we sell
all of our property would have to make provisions for the conversion of the debt securities into securities that the holders of
the debt securities would have received if they had converted the debt securities before the consolidation, merger or sale.

 

Events
of Default Under the Indenture

 

Unless
otherwise indicated in the applicable prospectus supplement, the following are events of default under the indentures with respect
to any series of debt securities that we may issue:

 

  if we fail to pay
interest when due and payable and our failure continues for 30 days and the time for payment has not been extended or deferred;
     
  if we fail to pay
the principal or premium, if any, when due and payable and the time for payment has not been extended or deferred;
     
  if we fail to deposit
any sinking fund payment, to the extent applicable, when and as due;

 

  if we fail to observe
or perform any other covenant contained in the debt securities or the indentures, and our failure continues for 60 days after
we receive notice from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities
of the applicable series; and

 

  if specified events
of bankruptcy, insolvency or reorganization occur.

 

If
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified
in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt
securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the
unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified
in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue
of debt securities then outstanding would be due and payable without any notice or other action on the part of the trustee or
any holder.

 

The
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event
of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal,
premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver
shall cure the default or event of default.

 

Subject
to the terms of the indentures, if an event of default under an indenture occurs and continues, the trustee would be under no
obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the
applicable series of debt securities, unless such holders have offered the trustee indemnity satisfactory to the trustee. The
holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred
on the trustee, with respect to the debt securities of that series, provided that:

 

 

  the direction so
given by the holder is not in conflict with any law or the applicable indenture, nor subject the trustee to a risk of personal
liability in respect of which the trustee has not received indemnification satisfactory to it in its sole discretion against
all losses, liabilities and expenses caused by taking or not taking such action; and

 

  the trustee may
take any other action deemed proper by the trustee which is not inconsistent with such direction.

 

A
holder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint a
receiver or trustee, or to seek other remedies only if:

 

  the holder has given
written notice to the trustee of a continuing event of default with respect to that series;

 

  the holders of at
least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such
holders have offered indemnity satisfactory to the trustee to institute the proceeding as trustee; and

 

  the trustee does
not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding
debt securities of that series other conflicting directions within 60 days after the notice, request and offer.

  

These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities.

 

We
will periodically file statements with the trustee regarding our compliance with specified covenants in the indentures.

 

Supplemental
Indentures

 

We
and the trustee may from time to time and at any time enter into an indenture or supplemental indenture without the consent of
any holders for one or more of the following purposes:

 

  to evidence the
succession of another corporation, and the assumption by the successor corporation of our covenants, agreements and obligations
under the indenture and debt securities;

 

  to add to our covenants
such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make the occurrence,
or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions
an event of default;

 

  to modify, eliminate
or add to any of the provisions of the indenture to such extent as necessary to effect the qualification of the indenture
under the Trust Indenture Act, and to add to the indenture such other provisions as may be expressly permitted by the Trust
Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act;

 

  to cure any ambiguity
or to correct or supplement any provision contained in the indenture or in any supplemental indenture which may be defective
or inconsistent with other provisions;

 

  to make provisions
in regard to matters or questions arising under the indenture, so long such other provisions to do not adversely affect the
interest of any other holder of debt securities in any material respect;

 

 

  to secure any series
of security;

 

  to evidence and
provide for the acceptance and appointment of a successor trustee and to add or change any provisions of the indenture as
necessary to provide for or facilitate the administration of the trust by more than one trustee; and

 

  to establish the
form or terms of securities of any series as permitted under the indenture, including any subordination provisions.

 

In
addition, we and the trustee, with the consent of the holders of not less than a majority in aggregate principal of the outstanding
debt securities of each series that is affected, may from time to time and at any time enter into an indenture or supplemental
indenture for the purpose of adding any provisions to or changing in any manner the rights of the holders of the securities of
such series and any related coupons of the indenture, provided that no such supplemental indenture shall:

 

  extend the fixed
maturity of any securities, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time
of payment of interest, without the extent of the holder so affected;

 

  reduce the aforesaid
percentage of securities, the consent of the holders of which is required for any such supplemental indenture, without the
consent of all holders of outstanding series of debt securities; or

 

  modify any of the
above provisions.

 

Discharge

 

Each
indenture will provide that we can elect to be discharged from our obligations with respect to one or more series of debt securities,
except for specified obligations, including obligations to:

 

  register the transfer
or exchange of debt securities of the series;
     
  replace stolen,
lost or mutilated debt securities of the series;

 

  maintain paying
agencies; and

 

  hold monies for
payment in trust.

 

In
order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations, or a combination
thereof, sufficient to pay all the principal of, any premium and interest on, the debt securities of the series on the dates payments
are due.

 

Form,
Exchange and Transfer

 

We
will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in
the applicable prospectus supplement or free writing prospectus, in denominations of $2,000 and any integral multiple of $1,000
in excess thereof. The indentures will provide that we may issue debt securities of a series in temporary or permanent global
form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another depositary
named by us and identified in a prospectus supplement or free writing prospectus with respect to that series.

 

At
the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described
in the applicable prospectus supplement or free writing prospectus, the holder of the debt securities of any series can exchange
the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate
principal amount.

 

 

Subject
to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement
or free writing prospectus, holders of the debt securities may present the debt securities for exchange or for registration of
transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar,
at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise
provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration
of transfer or exchange, but we may require payment of any taxes or other governmental charges.

 

We
will name in the applicable prospectus supplement or free writing prospectus the security registrar, and any transfer agent in
addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer
agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each
series.

 

If
we elect to redeem the debt securities of any series, we will not be required to:

 

  issue, register
the transfer of, or exchange any debt securities of any series being redeemed in part during a period beginning at the opening
of business 15 days before the day of sending of a notice of redemption of any debt securities that may be selected for redemption
and ending at the close of business on the day of such transmission; or

 

  register the transfer of or exchange any debt
securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming
in part.

 

Information
Concerning the Trustee

 

The
trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only
those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee
must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to
this provision, the trustee is under no obligation to exercise any of the powers given it by an indenture at the request of any
holder of debt securities unless it is offered security and indemnity against the costs, expenses and liabilities that it might
incur.

  

Payment
and Paying Agents

 

Unless
we otherwise indicate in the applicable prospectus supplement or free writing prospectus, we will make payment of the interest
on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor
securities, are registered at the close of business on the regular record date for the interest.

 

We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents
designated by us, except that, unless we otherwise indicate in the applicable prospectus supplement or free writing prospectus,
we may make interest payments by check which we will mail to the holder or by wire transfer to certain holders. Unless we otherwise
indicate in a prospectus supplement or free writing prospectus, we will designate an office or agency of the trustee in the contiguous
United States as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable
prospectus supplement or free writing prospectus any other paying agents that we initially designate for the debt securities of
a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

 

All
money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities
which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid
to us, and the holder of the debt security thereafter may look only to us for payment thereof.

 

Governing
Law

 

The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York.

 

 

Subordination
of Subordinated Debt Securities

 

The
subordinated debt securities will be subordinate and junior in priority of payment to certain of our other indebtedness to the
extent described in a prospectus supplement or free writing prospectus. Our new subordinated debt indenture in the form initially
filed as exhibits to the registration statement of which this prospectus is a part, and our existing indentures, do not limit
the amount of indebtedness which we may incur, including senior indebtedness or subordinated indebtedness, and do not limit us
from issuing any other debt, including secured debt or unsecured debt.

 

DESCRIPTION
OF DEPOSITARY SHARES

 

General 

 

We
may, at our option, elect to offer fractional interests in shares of preferred stock, which we call depositary shares, rather
than full shares of preferred stock. If we do, we will issue to the public receipts, called depositary receipts, for depositary
shares, each of which will represent a fraction, to be described in the applicable prospectus supplement, of a share of a particular
series of preferred stock. Unless otherwise provided in the prospectus supplement, each owner of a depositary share will be entitled,
in proportion to the applicable fractional interest in a share of preferred stock represented by the depositary share, to all
the rights and preferences of the preferred stock represented by the depositary share. Those rights include dividend, voting,
redemption, conversion and liquidation rights.

 

The
shares of preferred stock underlying the depositary shares will be deposited with a bank or trust company selected by us to act
as depositary under a deposit agreement between us, the depositary and the holders of the depositary receipts. The depositary
will be the transfer agent, registrar and dividend disbursing agent for the depositary shares.

 

The
depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Holders of depositary receipts
agree to be bound by the deposit agreement, which requires holders to take certain actions such as filing proof of residence and
paying certain charges.

 

The
summary of terms of the depositary shares contained in this prospectus is not complete. You should refer to the form of the deposit
agreement and the certificate of designation for the applicable series of preferred stock that are, or will be, filed with the
SEC.

 

Dividends
and Other Distributions

 

The
depositary will distribute all cash dividends or other cash distributions, if any, received in respect of the preferred stock
underlying the depositary shares to the record holders of depositary shares in proportion to the numbers of depositary shares
owned by those holders on the relevant record date. The relevant record date for depositary shares will be the same date as the
record date for, or otherwise in accordance with the terms of, the underlying preferred stock. The depositary will not distribute
amounts less than one cent. The depositary will distribute any balance with the next sum received for distribution to record holders
of depositary shares.

 

If
there is a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary
shares, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary may,
with our approval, adopt another method for the distribution, including selling the property and distributing the net proceeds
from the sale to the holders.

 

Liquidation
Preference

 

If
a series of preferred stock underlying the depositary shares has a liquidation preference, in the event of the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, holders of depositary shares will be entitled to receive the fraction
of the liquidation preference accorded each share of the applicable series of preferred stock, as set forth in the applicable
prospectus supplement.

 

 

Withdrawal
of Stock

 

Unless
the related depositary shares have been previously called for redemption, upon surrender of the depositary receipts at the office
of the depositary, the holder of the depositary shares will be entitled to delivery, at the office of the depositary to or upon
his or her order, of the number of whole shares of the preferred stock and any money or
other property represented by the depositary shares. If the depositary receipts delivered by the holder evidence a number of depositary
shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be withdrawn,
the depositary will deliver to the holder at the same time a new depositary receipt evidencing the excess number of depositary
shares. In no event will the depositary deliver fractional shares of preferred stock upon surrender of depositary receipts.

 

Redemption
of Depositary Shares

 

Whenever
we redeem shares of preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number
of depositary shares representing the preferred stock redeemed, so long as we have set aside all funds necessary for the redemption,
including the redemption price for such shares and all dividends declared but not paid as of the date fixed for redemption. The
redemption price per depositary share will bear the same relationship to the redemption price per share of preferred stock that
the depositary share bears to the underlying preferred stock. If less than all the depositary shares are to be redeemed, the depositary
shares to be redeemed will be selected pro rata, by lot or by any other equitable method.

 

After
the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding. When the depositary
shares are no longer outstanding, all rights of the holders will cease, except the right to receive money or other property that
the holders of the depositary shares were entitled to receive upon the redemption. Payments will be made when holders surrender
their depositary receipts to the depositary.

 

Voting
the Preferred Stock

 

Upon
receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will forward
the information contained in the notice of meeting to the record holders of the depositary receipts relating to that preferred
stock. The relevant record date for depositary shares will be the same date as the record date for, or otherwise in accordance
with the terms of, the underlying preferred stock. Each record holder of the depositary shares on the record date will be entitled
to instruct the depositary as to the exercise of the voting rights pertaining to the number of shares of preferred stock represented
by that holder’s depositary shares. The depositary will endeavor, insofar as reasonably practicable, to vote the number
of shares of preferred stock represented by the depositary shares in accordance with those instructions, and we will agree to
take all reasonable action requested by and deemed necessary by the depositary in order to enable the depositary to do so. In
the absence of any specific instructions from a holder of depositary shares, the depositary will, subject to any applicable restrictions,
cast votes pertaining to the number of whole shares of preferred stock represented by such depositary shares proportionately with
instructions actually received.

 

Charges
of Depositary

 

We
will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements.
We will pay associated charges of the depositary in connection with the initial deposit of the preferred stock and any redemption
of the preferred stock. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and
such other charges as are expressly provided in the deposit agreement to be for their accounts. If these charges have not been
paid by the holders of depositary receipts, the depositary may refuse to transfer depositary shares, withhold dividends and distributions
and sell the depositary shares evidenced by the depositary receipt.

 

 

Amendment
and Termination of the Deposit Agreement

 

The
form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement
between us and the depositary. However, any amendment that materially and adversely alters the rights of the holders of depositary
shares will not be effective unless the amendment has been approved by at least a majority (or, in the case of such amendments
relating to or affecting rights to receive dividends or distributions or voting or redemption rights, holders of at least two-thirds)
of the outstanding depositary shares. The deposit agreement may be terminated by the depositary or us only if:

 

all
outstanding depositary shares have been redeemed; or

 

there
has been a final distribution of the preferred stock in connection with our liquidation, dissolution or winding up and such distribution
has been made to all the holders of depositary shares.

 

Resignation
and Removal of Depositary

 

The
depositary may resign at any time by delivering to us notice of its election to do so, and we may remove the depositary at any
time. Any resignation or removal of the depositary will take effect upon our appointment of a successor depositary and its acceptance
of such appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the United States and having the requisite combined
capital and surplus as set forth in the applicable agreement.

 

Notices

 

The
depositary will forward to holders of depositary receipts all notices, reports and other communications, including proxy solicitation
materials received from us, that are delivered to the depositary and that we are required to furnish to the holders of the preferred
stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the principal office
of the depositary, and at such other places as it may from time to time deem advisable, any reports and communications we deliver
to the depositary as the holder of preferred stock.

 

Limitation
of Liability

 

Neither
we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the deposit agreement. Our obligations and those of the depositary under the deposit agreement
will be limited to performance in good faith of our and their obligations thereunder. We and the depositary will not be obligated
to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity
is furnished. We and the depositary may rely upon advice of counsel or accountants, on information provided by persons presenting
preferred stock for deposit, holders of depositary receipts or other persons believed to be competent to give such information
and on documents believed to be genuine and to have been signed or presented by the proper party or parties.

 

DESCRIPTION
OF UNITS

 

As
specified in the applicable prospectus supplement, we may issue units comprised of one or more of the other securities described
in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security
included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The
prospectus supplement will describe:

 

  the designation
and terms of the units and of the securities comprising the units, including whether and under what circumstances the securities
comprising the units may be held or transferred separately;

 

  the terms of any
unit agreement governing the units;

 

  the provisions for
the payment, settlement, transfer or exchange of the units;

 

  material federal
income tax considerations, if applicable; and

 

  whether the units
will be issued in fully registered or global form.

 

The
descriptions of the units and any applicable underlying security or pledge arrangements in this prospectus and in any prospectus
supplement are summaries of the material provisions of the applicable agreements. These descriptions do not restate those agreements
in their entirety and may not contain all the information that you may find useful. We urge you to read the applicable agreements
because they, and not the summaries, define many of your rights as holders of the units. For more information, please review the
form of the relevant agreements, which will be filed with the SEC promptly after the offering of units and will be available as
described under the heading “Where You Can Find Additional Information.”

 

 

PLAN
OF DISTRIBUTION

 

Securities
Offered by Us

 

We may sell the securities
from time to time pursuant to underwritten public offerings, negotiated transactions, block trades, “at the market offerings”
as defined in Rule 415 promulgated under the Securities Act or a combination of these methods. We may sell the securities to or
through underwriters or dealers, through agents, or directly to one or more purchasers, including our affiliates, or through a
combination of any of these methods.

 

We
may distribute securities from time to time in one or more transactions:

 

  at a fixed price
or prices, which may be changed;

 

  at market prices
prevailing at the time of sale;

 

  at prices related
to such prevailing market prices; or

 

  at negotiated prices.

 

Unless
stated otherwise in the applicable prospectus supplement, the obligations of any underwriter to purchase securities will be subject
to certain conditions, and an underwriter will be obligated to purchase all of the applicable securities if any are purchased.
If a dealer is used in a sale, we may sell the securities to the dealer as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of resale.

 

We
or our agents may solicit offers to purchase securities from time to time. Unless stated otherwise in the applicable prospectus
supplement, any agent will be acting on a best efforts basis for the period of its appointment.

 

In
connection with the sale of securities, underwriters or agents may receive compensation (in the form of discounts, concessions
or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to
or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the
distribution of securities may be deemed to be underwriters, as that term is defined in the Securities Act of 1933, as amended
(the “Securities Act”), and any discounts or commissions received by them from us and any profits on the resale
of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify
any such underwriter or agent, and we will describe any compensation paid to them, in the related prospectus supplement.

 

Underwriters,
dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities,
including liabilities under the Securities Act.

 

If
stated in the applicable prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified
institutions or other persons to purchase securities at the public offering price set forth in the prospectus supplement under
delayed delivery contracts providing for payment and delivery on a specified date in the future. Institutions with which these
contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational
and charitable institutions, and other institutions, but shall in all cases be subject to our approval. These contracts will be
subject only to those conditions set forth in the applicable prospectus supplement and the applicable prospectus supplement will
set forth the commission payable for solicitation of these contracts. The obligations of any purchaser under any such contract
will be subject to the condition that the purchase of the securities shall not be prohibited at the time of delivery under the
laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility
in respect of the validity or performance of these contracts.

 

 

There is no established
trading market for any security other than our common stock, which is listed on the NASDAQ Global Market (“NASDAQ”)
under the symbol “RILY”, our Series A Depositary Shares, listed on NASDAQ under the symbol “RILYP”, our
Series B Depositary Shares, listed on NASDAQ under the symbol “RILYL,” our 7.50% Senior Notes due 2027, listed on NASDAQ
under the symbol “RILYZ”, our 7.375% Senior Notes due 2023, listed on NASDAQ under the symbol “RILYH”,
our 7.25% Senior Notes due 2027, listed on NASDAQ under the symbol “RILYG”, our 6.875% Senior Notes due 2023, listed
on NASDAQ under the symbol “RILYI”, our 6.75% Senior Notes due 2024, listed on NASDAQ under the symbol “RILYO”,
our 6.50% Senior Notes due 2026, listed on NASDAQ under the symbol “RILYN”, our 6.375% Senior Notes due 2025, listed
on NASDAQ under the symbol “RILYM” and our 6.00% Senior Notes due 2028, listed on NASDAQ under the symbol “RILYT.”
The securities issued under this registration statement may or may not be listed on a national securities exchange or traded in
the over-the-counter market, as set forth in the applicable prospectus supplement. No assurance can be given as to the liquidity
of the trading market for any of our securities. Any underwriter may make a market in these securities. However, no underwriter
will be obligated to do so, and any underwriter may discontinue any market making at any time, without prior notice.

 

If
underwriters or dealers are used in the sale, until the distribution of the securities is completed, SEC rules may limit the ability
of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, representatives
of any underwriters are permitted to engage in certain transactions that stabilize the price of the securities. These transactions
may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters
create a short position in the applicable securities in connection with any offering (in other words, if they sell more securities
than are set forth on the cover page of the applicable prospectus supplement) the representatives of the underwriters may reduce
that short position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce
any short position by exercising all or part of any over-allotment option we may grant to the underwriters, as described in the
prospectus supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling
group members. This means that if the representatives purchase securities in the open market to reduce the underwriters’
short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters
and selling group members who sold those shares as part of the offering.

 

In
general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security
to be higher than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on
the price of the securities to the extent that it discourages resales of the securities. The transactions described above may
have the effect of causing the price of the securities to be higher than it would otherwise be. If commenced, the representatives
of the underwriters may discontinue any of the transactions at any time. In addition, the representatives of any underwriters
may determine not to engage in those transactions or that those transactions, once commenced, may be discontinued without notice.

 

Certain
of the underwriters or agents and their associates may engage in transactions with and perform services for us or our affiliates
in the ordinary course of their respective businesses.

 

In
no event will the commission or discount received by any Financial Industry Regulatory Authority (“FINRA”)
member or independent broker-dealer participating in a distribution of securities exceed eight percent of the aggregate principal
amount of the offering of securities in which that FINRA member or independent broker-dealer participates.

 

 

LEGAL
MATTERS

 

The
NBD Group, Inc., Los Angeles, California, has passed upon the validity of the securities to be offered pursuant to this prospectus.

 

EXPERTS

 

Marcum LLP, an independent
registered public accounting firm, has audited our consolidated financial statements as of December 31, 2019 and 2018 and for each
of the three years in the period ended December 31, 2019, as well as the effectiveness of our internal controls over financial
reporting as of December 31, 2019, as stated in its report incorporated by reference into this prospectus, and such audited consolidated
financial statements have been incorporated by reference into this prospectus in reliance upon the report of such firm given upon
its authority as experts in accounting and auditing.

 

The
combined financial statements of BR Brand Group as of December 31, 2018 and 2017 and for each of the two years in the period ended
December 31, 2018 incorporated by reference in this prospectus have been so incorporated in reliance on the reports
of Mayer Hoffman McCann CPAs, The New York Practice of Mayer Hoffman McCann P.C., independent auditor of BR Brand Group, incorporated
herein by reference, given on the authority of said firm as experts in auditing and accounting.

 

 

WHERE
YOU CAN FIND MORE INFORMATION

 

We
file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document
that we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days
during the hours of 10:00 am and 3:00 pm. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room. All filings we make with the SEC are also available on the SEC’s web site at http://www.sec.gov. Our website addresses
are http://www.greatamerican.com, http://www.brileyfin.com, http://www.unitedonline.net, http://www.magicjack.com and http://www.vocaltec.com.
We have not incorporated by reference into this prospectus the information on our websites, and you should not consider it to
be a part of this document.

 

We
have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered
by this prospectus. This prospectus is part of that registration statement. This prospectus does not contain all of the information
set forth in the registration statement or the exhibits to the registration statement. For further information with respect to
us and the securities we are offering pursuant to this prospectus, you should refer to the complete registration statement, its
exhibits and the information incorporated by reference in the registration statement. Statements contained in this prospectus
as to the contents of any contract, agreement or other document referred to are not necessarily complete, and you should refer
to the copy of that contract or other documents filed as an exhibit to the registration statement. You may read or obtain a copy
of the registration statement at the SEC’s public reference room and website referred to above.

 

INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE

 

For
purposes of this prospectus, the SEC allows us to “incorporate by reference” certain information we have filed with
the SEC, which means that we are disclosing important information to you by referring you to other information we have filed with
the SEC. The information we incorporate by reference is considered part of this prospectus. We specifically are incorporating
by reference the following documents filed with the SEC (excluding those portions of any Current Report on Form 8-K that are not
deemed “filed” pursuant to the General Instructions of Form 8-K):

 

  Our quarterly report on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020, and September 30, filed with the SEC on May 11, 2020, August 3, 2020 and October 30, 2020, respectively;
     
  Our annual report on Form 10-K for the year December 31, 2019, filed with the SEC on March 10, 2020 and Form 10-K/A filed with the SEC on April 23, 2020;
     
  Our current reports on Form 8-K/A filed with the SEC on November
26, 2019, and our current reports on Form 8-K filed with
the SEC on November
1, 2019, January
9, 2020, February
10, 2020, February
12, 2020, February
21, 2020, April
13, 2020, May 6,
2020, May
15, 2020, June
24, 2020, September
1, 2020, September
4, 2020, September
14, 2020, October
13, 2020, January
6, 2021, January
11, 2021, January 15, 2021 and January 25, 2021;
     
  Description of our common stock contained in our Registration Statement on Form 8-A filed on July 15, 2015;
     
  Certificate of Designation designating the 6.875% Series A Cumulative Perpetual Preferred Stock filed on October 4, 2019; and
     
  Certificate of Designation designating the 7.375% Series B Cumulative Perpetual Preferred Stock filed on September 3, 2020.

 

All
documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of
any report or documents that is not deemed filed under such provisions, (1) on or after the date of filing of the registration
statement containing this prospectus and prior to the effectiveness of the registration statement and (2) on or after the date
of this prospectus until the earlier of the date on which all of the securities registered hereunder have been sold or the registration
statement of which this prospectus is a part has been withdrawn, shall be deemed incorporated by reference in this prospectus
and to be a part of this prospectus from the date of filing of those documents.

 

 

These
reports and documents can be accessed free of charge on our website http://www.brileyfin.com by clicking on “Investor Relations”
and then clicking on “SEC Filings.” We will provide without charge to each person, including any beneficial owner,
to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference
into this prospectus, but not delivered with the prospectus, other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the documents that this prospectus incorporates. Please send written requests to:

 

11100 Santa Monica Boulevard,
Suite 800

Los Angeles, California 90025

Attn.:
Chief Financial Officer

 

You
should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We
have not authorized anyone else to provide you with different information. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than the date on the front page of those documents.

 

 

 

 

 

 

 

 

 

 

$150,000,000

 

 

% Senior Notes due 2026

 

________________________________

 

PROSPECTUS SUPPLEMENT
________________________________

 

 

Book-Running
Managers

B.
Riley Securities

  Janney
Montgomery Scott
  Oppenheimer
& Co.
  Ladenburg
Thalmann
  William
Blair
  InspereX

 

Lead
Manager

EF
Hutton, division of Benchmark Investments, LLC

 

Co-Managers

Aegis Capital Corp.   Boenning & Scattergood   Brownstone Investment Group   Colliers Securities LLC

 

Huntington Capital Markets   Newbridge Securities Corporation   Wedbush Securities

 

        ,
2021

 

 

 

 

 

 

 

 

 

 

 

 

Related Articles

Stay Connected

22,912FansLike
3,113FollowersFollow
0SubscribersSubscribe
- Advertisement -

Latest Articles