SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of
Date of Report (Date of earliest
event reported): December 2, 2019
SIEBERT FINANCIAL CORP.
(Exact name of registrant as
specified in its charter)
other jurisdiction of
(Commission File Number)
(IRS Employer Identification Number)
120 Wall Street, New York, New
(Address of principal executive
Registrant’s telephone number,
including area code:
(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
Soliciting material pursuant to Rule 14a-12 under the Exchange
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Pre-commencement communications pursuant to Rule 13e-4(c) under the
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.
On December 4, 2019, Siebert Financial Corp. (the “Company”)
(NASDAQ: SIEB), filed a Current Report on Form 8-K (the “Original
Form 8-K”) reporting, among other items, that on December 2, 2019
the Company completed its acquisition of all of the member
interests of Weeden Prime Services, LLC, a broker-dealer registered
with the SEC offering prime brokerage services.
This Amendment No. 1 to the Original Form 8-K is being filed
solely to include the financial statements and financial
information required under Item 9.01, which statements and
information were excluded from the Original Form 8-K in reliance on
paragraphs (a)(4) and (b)(2) of Item 9.01 of Form 8-K. Except as
stated in this Explanatory Note, no other information contained in
the Original Form 8-K is changed.
This Current Report on Form 8-K/A
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.
Financial Statements and Exhibits.
(a) Financial statements of
financial statements and the accompanying notes of Weeden Prime
Services, LLC for the year ended December 31, 2018, attached
hereto as Exhibit 99.2 and incorporated herein by reference.
(b) Pro forma
forma financial statements and the accompanying notes for the nine
months ended September 30, 2019 and the fiscal year ended December
31, 2018 attached hereto as Exhibit 99.3 and incorporated herein by
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: February 14,
|/s/ Andrew H.
||Andrew H. Reich
||EVP, Chief Operating
Officer, Chief Financial Officer and Secretary