Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 24, 2023, the Board
of Directors of Siebert Financial Corp. (the “Company”) appointed John J. Gebbia as Chairman of the Board and Chief Executive
Officer and appointed Simon Shin to the Company’s Board of Directors.
Mr. Gebbia has been a member
of the Company’s Board of Directors since 2020 and served as a special advisor to the Company’s Board of Directors from 2017
to 2020. Mr. Gebbia is married to Gloria Gebbia, a director of the Company.
Mr. Gebbia has extensive experience
in the financial services industry. Prior to his family’s acquisition of a controlling interest in the Company, Mr. Gebbia led his
family’s acquisition of Kennedy Cabot & Co., which he grew into a leading independent discount stockbroker in the United States
and later sold to TD Bank.
Mr. Shin brings over 15 years
of experience working in global technology companies across various functions including strategy, investing, and engineering. He is currently
head of the Payment Business Group and Corporate Development Office of Kakaopay Corporation (“Kakaopay”), a company established
under the Laws of the Republic of Korea and a fintech subsidiary of Korean-based conglomerate Kakao Corp.
Before Kakaopay, Mr. Shin
was a Vice President of Kakao Corp., a Director and Head of Open Innovation at Samsung Electronics, an Engagement Manager at McKinsey
& Company, a Senior Research Scientist at Intel Corporation, and a Software Engineer at Naver Corporation. Mr. Shin received a B.S.
in Electrical Engineering from Seoul National University and a Ph.D. in Electrical Engineering from Stanford University. His appointment
to the Board of Directors was pursuant to the Stockholders Agreement among the Company, Kakaopay, and certain Gebbia family members, entered
into as part of Kakaopay’s investment in the Company as previously disclosed in the Company’s Current Report on Form 8-K filed
on May 3, 2023.
No Offer or Solicitation
This communication is not
intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase
or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the stock purchase
agreements, the transactions or stockholder approval or otherwise, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the
United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended,
or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Participants in the Solicitation
The Company and their directors
and executive officers may be deemed participants in the solicitation of proxies of the Company’s stockholders in respect of the
proposed Second Tranche Stock Purchase Agreement with Kakaopay, which is described in the Company’s Current Report on Form 8-K filed
on May 3, 2023. The Company’s stockholders and other interested persons may obtain more detailed information about the names and
interests of these directors and officers of the Company, including, when filed with the SEC, the Company’s proxy statement. These
documents can be obtained free of charge at the SEC’s web site at www.sec.gov.
Forward-Looking Statements
This Current Report on Form
8-K contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 with respect to the proposed transactions. These forward-looking statements generally are identified
by the words such as “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections
and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual
future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to:
(i) the risk that the closing of the Second Tranche Stock Purchase Agreement may not be completed in a timely manner or at all, which
may adversely affect the price of the Company’s securities; (ii) the failure to satisfy the conditions to the closing of the Second
Tranche Stock Purchase Agreement, including the approval of various regulators and approval by a majority-of-the-minority stockholders
of the Company; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Second
Tranche Stock Purchase Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the First
Tranche Stock Purchase Agreement, Second Tranche Stock Purchase Agreement or related transaction agreements following the announcement
of the entry into the agreements; (v) the ability of the parties to recognize the benefits of the investment; the expected future market
opportunities of the Company, and (vi) those factors discussed in the Company’s filings with the SEC and that that will be contained
in the definitive Proxy Statement relating to a Special Meeting of Shareholders. You should carefully consider the foregoing factors and
the other risks and uncertainties that will be described in the “Risk Factors” section of the definitive Proxy Statement and
other documents to be filed by the Company from time to time with the SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and while the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation
to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable
law. The Company gives no assurance that the Company will achieve its expectations.