Item 2.01 Completion of Entry into a Material Definitive Agreement
As previously disclosed in a Current Report on Form 8-K, filed on October 3, 2019, Siebert Financial Corp. (the “Company”) (NASDAQ: SIEB), Weeden Investors L.P., a Delaware limited partnership
(“LP”), and Weeden Securities Corporation, a Delaware corporation (“GP” and together with LP, each, a “Seller” and collectively, the “Sellers”) entered into an Equity Interests Purchase Agreement (the “Agreement”), pursuant to which the Company
acquired (the “Acquisition”) all of the Sellers’ member interests in Weeden Prime Services, LLC (the “Equity Interests”), a broker-dealer registered with the SEC offering prime brokerage services, for cash consideration of $7,124,996 (the “Purchase Price”).
On December 2, 2019, pursuant to the terms of the Agreement, the Company acquired the Equity Interests from the Sellers in exchange for the Purchase Price. In connection therewith, the Company
entered into an unsecured promissory note (the “Note”) with Gloria E. Gebbia, pursuant to which the Company borrowed $3,000,000 to finance part of the Acquisition. Interest on the note accrues at the rate of 4% per annum and all principal and accrued
unpaid interest is due and payable by the Company in full on December 2, 2020. The Company may prepay the Note at any time without a penalty. The balance of the Purchase Price, $4,124,996, was provided to the Company by its wholly-owned subsidiary,
Muriel Siebert & Co., Inc.
Gloria E. Gebbia is a member of the Company’s board of directors and is the direct beneficial owner of 7,658,500 shares of the Company’s Common Stock, representing approximately 28.2% of the
Company’s outstanding Common Stock. Gloria E. Gebbia is also the Managing Member of Kennedy Cabot Acquisition, LLC (“KCA”) and may be deemed to be the indirect beneficial owner of 3,577,283 shares of the Company’s Common Stock, representing
approximately 13.2% of the outstanding Common Stock of the Company, owned by KCA, and she may be deemed to share indirect beneficial ownership of a total of 5,901,194 additional shares of the Company’s Common Stock, owned by family trusts and certain
members of Gloria E. Gebbia’s family. Accordingly, Gloria E. Gebbia may be deemed to beneficially own, directly and indirectly, an aggregate of 17,136,977 shares of Common Stock, representing approximately 63.1% of the Company’s outstanding Common
Stock.
The foregoing descriptions of the Agreement and the Note do not purport to be complete and are qualified in their entirety by the full texts of the Agreement and the Note, filed as Exhibits 99.1
and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 4, 2019, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is attached as Exhibit 99.3 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.