Correspondence 0001213900-24-057885 from BRC Group Holdings, Inc. (RILY)
BRC Group Holdings, Inc.
Date: July 1, 2024 · CIK: 0001464790 · Accession: 0001213900-24-057885
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-37503
Letter
VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Re: B. Riley Financial, Inc. Form 8-K Filed April 8, 2024 File No. 001-37503
Dear Mses. Gama and Hayes:
On behalf of B. Riley Financial, Inc. (the “Company”), this is a written response to the June 4, 2024 comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the Company’s filing referenced above. Our responses have been included directly below each of the individual numbered comments included in your letter.
Form 8-K
Item 1.05 Material Cybersecurity Incidents
1. We note the statement that you experienced a cybersecurity incident in your Form 8-K filed on April 8, 2024. Please advise us as to why you determined to file under Item 1.05 of Form 8-K given your statement that you do not currently believe that the incident will materially impact your financial condition or results of operations taken as a whole.
Response:
As the Staff notes, the Company’s Current Report on Form 8-K filed on April 8, 2024 (the “April 8 Form 8-K”) disclosed, under Item 1.05, Cybersecurity Incidents, a cybersecurity incident experienced by a subsidiary of the Company on April 5, 2024. As disclosed in the April 8 Form 8-K, the Company did not at that point believe that the incident will materially impact the Company’s financial condition or results of operations taken as a whole. The Commission’s Current Report on Form 8-K requires disclosure under Item 1.05 of a cybersecurity incident by a registrant that the registrant has determined “to be material.”
At the time of the Company’s voluntary disclosure of the cybersecurity incident in the April 8 Form 8-K, the Company believed that including the disclosure under Item 1.05 would be helpful to investors. The Company believed that investors, in light of the new Item 1.05 requirements, might have expected to find cybersecurity incidents that might become public disclosed under Item 1.05 notwithstanding the absence of a materiality determination, as other issuers had done prior to the Staff’s recent guidance. The Company is now aware of that Staff guidance, issued after the filing of the April 8 Form 8-K, encouraging registrants to disclose such incidents under another item of Form 8-K so as to avoid investor confusion. In light of the Staff’s guidance, in the future the Company will not report a cybersecurity incident under Item 1.05 unless it has made a determination that the incident is material.
2. If the cybersecurity incident was reasonably likely to have a material impact on your operations, including qualitative or quantitative impacts, please amend your Form 8-K to describe the material impacts or likely material impacts. For example, consider customer/partner relationships and potential reputational harm related to the outage of your system, not just the impact to your financial condition or results of operations.
Response:
The Company respectfully refers the Staff to its response to Comment No. 1.
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If you have any questions or require further information regarding the above responses, you are welcome to contact me directly at 914-830-3173.
Sincerely,
/s/ Alan
N. Forman
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CORRESP
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filename1.htm
11100
Santa Monica Blvd., Suite 800
Los
Angeles, CA 90025
Tel:
(310) 966-1444
www.brileyfin.com
July 1, 2024
VIA EDGAR CORRESPONDENCE
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attn: Doris Stacey Gama
Suzanne Hayes
Re: B. Riley Financial, Inc.
Form 8-K
Filed April 8, 2024
File No. 001-37503
Dear
Mses. Gama and Hayes:
On behalf of B. Riley Financial, Inc. (the “Company”),
this is a written response to the June 4, 2024 comment letter of the Staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) regarding the Company’s filing referenced above. Our responses have been
included directly below each of the individual numbered comments included in your letter.
Form 8-K
Item 1.05 Material Cybersecurity Incidents
1. We note the statement that you experienced a cybersecurity incident in your Form 8-K filed on April 8, 2024. Please advise us as
to why you determined to file under Item 1.05 of Form 8-K given your statement that you do not currently believe that the incident will
materially impact your financial condition or results of operations taken as a whole.
Response:
As the Staff notes, the
Company’s Current Report on Form 8-K filed on April 8, 2024 (the “April 8 Form 8-K”) disclosed, under Item 1.05,
Cybersecurity Incidents, a cybersecurity incident experienced by a subsidiary of the Company on April 5, 2024. As disclosed in
the April 8 Form 8-K, the Company did not at that point believe that the incident will materially impact the Company’s financial
condition or results of operations taken as a whole. The Commission’s Current Report on Form 8-K requires disclosure under Item
1.05 of a cybersecurity incident by a registrant that the registrant has determined “to be material.”
At the time of the Company’s
voluntary disclosure of the cybersecurity incident in the April 8 Form 8-K, the Company believed that including the disclosure under Item
1.05 would be helpful to investors. The Company believed that investors, in light of the new Item 1.05 requirements, might have expected
to find cybersecurity incidents that might become public disclosed under Item 1.05 notwithstanding the absence of a materiality determination,
as other issuers had done prior to the Staff’s recent guidance. The Company is now aware of that Staff guidance, issued after the
filing of the April 8 Form 8-K, encouraging registrants to disclose such incidents under another item of Form 8-K so as to avoid investor
confusion. In light of the Staff’s guidance, in the future the Company will not report a cybersecurity incident under Item 1.05
unless it has made a determination that the incident is material.
2. If the cybersecurity incident was reasonably likely to have a material impact on your operations, including
qualitative or quantitative impacts, please amend your Form 8-K to describe the material impacts or likely material impacts. For example,
consider customer/partner relationships and potential reputational harm related to the outage of your system, not just the impact to your
financial condition or results of operations.
Response:
The Company respectfully
refers the Staff to its response to Comment No. 1.
-1-
If you have any questions or require further information regarding the
above responses, you are welcome to contact me directly at 914-830-3173.
Sincerely,
/s/ Alan
N. Forman
Alan N. Forman
Executive Vice President, General Counsel and Secretary
B. Riley Financial, Inc.
-2-