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 15, 2019
SIEBERT FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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New York
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0-5703
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11-1796714
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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120 Wall Street, New York, NY
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10005
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(Address of principal executive offices)
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(Zip Code)
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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
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock - $0.01 par value
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SIEB
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The Nasdaq Capital Market
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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
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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 15, 2019, Siebert Financial Corp., a New York corporation (NASDAQ:
SIEB
) (the “Company”) and StockCross Financial
Services, Inc., a Massachusetts corporation (“StockCross”), entered into a binding letter of intent (the “Letter of Intent”), setting forth the basic terms under which the Company will acquire from the StockCross shareholders, all of the issued and
outstanding common stock of StockCross (the “Acquisition”) in exchange for shares of common stock of the Company. The Letter of Intent provides that the completion of the Acquisition is subject to preparation and execution of agreements setting
forth the definitive terms of the Acquisition.
The Company and StockCross are affiliated entities through common ownership and StockCross serves as a clearing broker for the Company’s wholly-owned subsidiary, Muriel Siebert
& Co., Inc., on a fully disclosed basis.
The Letter of Intent was approved by a majority of the uninterested members of the Company’s audit committee and board of directors. The foregoing description of the Letter of
Intent does not purport to be complete and is qualified in its entirety by the full text of the Letter of Intent, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 17, 2019, the Company issued a press release announcing the execution of the Letter of Intent. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and
is incorporated herein by reference.
Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
typically are identified by use of terms such as “may,” “project,” “should,” “plan,” “expect,” “anticipate,” “believe,” “estimate” and similar words. Except as required by law, the Company undertakes no obligation to
publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Company’s actual results could differ materially from those contained in forward-looking statements due to a number of factors,
including the statements under “Risk Factors” found in the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q filed with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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 hereunto duly authorized.
Dated: July 19, 2019
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By:
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/s/ Andrew H. Reich
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Andrew H. Reich
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Executive Vice President, Chief Operating Officer, Chief
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Financial Officer and Secretary
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