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): January 1, 2020
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.
January 7, 2020, 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 effective January 1, 2020, the
Company completed its acquisition of all of the shares of common
stock of StockCross Financial Services, Inc. (“StockCross”) from
the StockCross shareholders and the merger of StockCross with and
into Muriel Siebert & Co., Inc. (the “Merger”).
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 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
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Audited financial statements and the accompanying notes of
StockCross for the years ended December 31, 2019 and 2018 attached
hereto as Exhibit 99.2 and incorporated herein by reference.
(b) Pro forma financial information.
Unaudited pro forma financial statements and the accompanying notes
as of and for the year ended December 31, 2019 attached hereto as
Exhibit 99.3 and incorporated herein by reference.
The unaudited pro forma financial statements as of and for the year
ended December 31, 2019 combines the unaudited historical
consolidated financial statements data for the period then ended
and gives effect to the Merger on a pro forma basis as if it had
been completed on January 1, 2019.
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: March 17,
|/s/ Andrew H.
||Andrew H. Reich
||EVP, Chief Operating
Officer, Chief Financial Officer and Secretary