Item 1.01 Entry into a Material Definitive Agreement
StockCross Share Repurchase
On January 18, 2019, Muriel Siebert and Co., Inc., a Delaware
corporation (“MSCO”), a wholly-owned subsidiary of Siebert Financial Corp., a New York corporation (NASDAQ:
SIEB
) (the “Company”), tZERO Group, Inc., a Delaware corporation (“tZERO”), and StockCross Financial Services, Inc., a Massachusetts corporation (“StockCross”), entered into a Stock Repurchase Agreement (the
“Agreement”), pursuant to which MSCO and StockCross acquired (the “Acquisition”) from tZERO 922,875 and 553,725 shares, respectively (a total 1,476,600 shares of common stock of StockCross), for consideration of $3,665,625 and $2,199,375,
respectively (a total of $5,865,000), paid in cash at the closing of the Acquisition.
The shares were previously acquired by tZERO in Q4 of 2017 from StockCross. According to a Schedule 13G filed February 16, 2018, tZERO is an
owner of approximately 5% of the outstanding shares of the Company.
The Company’s board of directors unanimously approved the acquisition of 15% of the equity of StockCross.
StockCross is a clearing broker-dealer that has many business lines. StockCross serves as a clearing broker for MSCO, on a fully disclosed
basis. The Company and StockCross are affiliated entities through common ownership.
According to a Schedule 13D filed December 28, 2018, Gloria E. Gebbia and other members of the Gebbia family control approximately 64% of the
issued and outstanding common stock of the Company. Gloria E. Gebbia is a member of the Company’s Board of Directors and she, along with other members of the Gebbia family, control StockCross.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the
Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.