Material Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): July 10, 2023   Siebert Financial Corp. (Exact name of registrant as specified in its charter)   New York   0-5703   11-1796714 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification Number)   535 Fifth Avenue , 4 th Floor , New York , NY   10017 (Address of principal executive offices)   (Zip Code)   Registrant’s telephone number, including area code: ( 212 ) 644-2400     (Former name or former address, if changed since last report.)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act   ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act   Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock - $0.01 par value   SIEB   The Nasdaq Capital Market   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐             Item 1.01 Entry into a Material Definitive Agreement.   On July 10, 2023, Siebert Financial Corp. (the “Company”) entered into a Share Redemption Agreement (the “Share Redemption Agreement”) with Cynthia DiBartolo, Tigress Holdings LLC, a Delaware limited liability company (“Tigress”), pursuant to which the Company will repurchase from Ms. DiBartolo one million (1,000,000) of its common stock held by Cynthia DiBartolo in exchange for conveying to Ms. DiBartolo the Company’s 17% interest in Tigress (the “Remaining Tigress Interest”).   As previously reported, Tigress, the Company, and RISE Financial Services, LLC, a limited liability company organized under the laws of Delaware (“RISE”), entered into that certain Reorganization Agreement, dated as of October 18, 2022 (the “Reorganization Agreement”), whereby the Company exchanged seven percent (7%) of the outstanding membership interests in Tigress for all of Tigress’ ownership interest in the Company’s subsidiary RISE, and the Company agreed to sell the Remaining Tigress Interest to Gloria E. Gebbia, a director and controlling shareholder of the Company.   The Board of Directors has determined it is in the Company’s and its shareholders best interests to sell its Remaining Tigress Interest to Ms. DiBartolo in lieu of selling such interest to Ms. Gebbia.   The financial impact of the transaction on the Company’s statement of income will be a one-time non-cash loss of approximately $185,000 for the three months ended June 30, 2023.    No Offer or Solicitation   This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the stock purchase agreements, the transactions or stockholder approval or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.   Participants in the Solicitation   The Company and their directors and executive officers may be deemed participants in the solicitation of proxies of the Company’s stockholders in respect of the proposed Second Tranche Stock Purchase Agreement with Kakaopay, which is described in the Company’s Current Report on Form 8-K filed on May 3, 2023. The Company’s stockholders and other interested persons may obtain more detailed information about the names and interests of these directors and officers of the Company, including, when filed with the SEC, the Company’s proxy statement. These documents can be obtained free of charge at the SEC’s web site at www.sec.gov.   1     Forward-Looking Statements   This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed transactions. These forward-looking statements generally are identified by the words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the closing of the Second Tranche Stock Purchase Agreement may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; (ii) the failure to satisfy the conditions to the closing of the Second Tranche Stock Purchase Agreement, including the approval of various regulators and approval by a majority-of-the-minority stockholders of the Company; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Second Tranche Stock Purchase Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the First Tranche Stock Purchase Agreement, Second Tranche Stock Purchase Agreement or related transaction agreements following the announcement of the entry into the agreements; (v) the ability of the parties to recognize the benefits of the investment; the expected future market opportunities of the Company, and (vi) those factors discussed in the Company’s filings with the SEC and that that will be contained in the definitive Proxy Statement relating to a Special Meeting of Shareholders. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the definitive Proxy Statement and other documents to be filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. The Company gives no assurance that the Company will achieve its expectations.    Item 9.01 Financial Statements and Exhibits.   (d) Exhibits. The following exhibit is furnished with this Form 8-K.   Ex. No   Description of Exhibits 10.40   Share Redemption Agreement, dated July 10, 2023, by and among Cynthia DiBartolo, Siebert Financial Corp, and Tigress Holdings, LLC 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)   2     SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.   Dated: July 14, 2023 SIEBERT FINANCIAL CORP.         By /s/ Andrew H. Reich     Andrew H. Reich     Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Director (Principal executive, financial and accounting officer)     3