Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Siebert Financial Corp. (the “Company”), appointed John J. Gebbia as a new member of the Company’s Board of Directors, effective June 1, 2020. Mr. Gebbia’s term of office will continue until
the next annual meeting of the Company’s shareholders.
Since February 2017, Mr. Gebbia has served as a Special Advisor to the Board of Directors. John J. Gebbia commenced his employment in the brokerage industry in 1959. In 1962, Mr. Gebbia became Executive Vice President
of Walston & Company. After becoming CEO of Jesup & Lamont, an institutional brokerage firm, Mr. Gebbia purchased the company in 1983. Thereafter, Mr. Gebbia owned and/or controlled various brokerage firms including Kennedy Cabot & Co.,
which was sold in 1997 to Toronto Dominion Bank for $160,000,000.
Mr. Gebbia’s wife, Gloria E. Gebbia, is a member of the Board of Directors. Further, Gloria E. Gebbia is a member of a Section 13(d) group with Kennedy Cabot Acquisition, LLC and her three sons.
Mr. Gebbia will not receive compensation for his service on the Company’s Board of Directors, other than reimbursement of certain expenses incurred in such service.
Since the beginning of the Company’s last fiscal year, there have been no related party transactions involving Mr. Gebbia (or any of his immediate family members) required to be reported under Item 404(a) of Regulation
S-K, except for the following transactions involving Mr. Gebbia’s wife, Gloria E. Gebbia, and his sons:
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As disclosed on a Form 8-K filed on December 4, 2019, 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 its acquisition of Weeden Prime Services, LLC.
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As disclosed on a Form 8-K filed on January 7, 2020, pursuant to the terms of a an Agreement and Plan of Merger by and between the Company, Muriel Siebert & Co, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company (“MSCO”), StockCross Financial Services, Inc. (“StockCross”) and Michael J. Colombino, on behalf of himself and as representative of the other StockCross shareholders, the Company acquired, from the
StockCross shareholders, all of the StockCross Shares in exchange for a total of 3,298,774 shares of common stock of the Company and StockCross was merged with and into MSCO (the “Merger”). Gloria E. Gebbia was an owner and a director of
StockCross prior to the Merger and received 269,865 shares of the Company’s common stock in the Merger. In addition, Mr. Gebbia’s sons were owners of StockCross prior to the Merger and received a total of 2,276,907 shares of the Company’s
common stock in the Merger.
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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. Forward-looking statements include statements regarding the impact of
disruptions to the Company’s operations caused by the COVID-19 pandemic. Such forward-looking statements are based on the Company’s current expectations and assumptions regarding capital market conditions, our business, the economy and other future
conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ
materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the impact of the COVID-19
pandemic on the Company and the United States and global financial markets and economies as a whole. 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 regarding COVID-19, 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.