Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2023

Siebert Financial Corp.

(Exact name of registrant as specified in its charter)

New York		0-5703		11-1796714
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

653 Collins Avenue, Miami Beach, FL		33139
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 644-2400

(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 Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock - $0.01 par value		SIEB		The Nasdaq Capital Market

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 13, 2023, Siebert Financial Corp. (the "Company") issued a press release announcing financial results for the three months ended September 30, 2023. A copy of such release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 2.02, including the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 8.01 Other Events.

On November 11, 2023, Siebert delivered a notice (the “Notice”) to Kakaopay Corporation (“Kakaopay”) stating that a material adverse effect has occurred with respect to Kakaopay in light of, among other events, Korean authorities taking action against Kakaopay, its parent company, Kakao Corp., and their affiliates, and Kakao Corp.’s recent announcement that it will establish an independent compliance committee for Kakao Corp. and its subsidiaries to address what it described as the current crisis at Kakao Corp. and its subsidiaries. Siebert is considering its rights and obligations under the stock purchase agreement (the “Second Share Purchase Agreement”) pursuant to which Siebert agreed to issue to Kakaopay an additional 25,756,470 shares of Siebert’s common stock at a per share price of $2.35, including evaluating whether and under what circumstances the stock purchase agreement might be terminated, and has reserved all of its rights and remedies, including Siebert’s right to assert that Kakaopay has materially breached a number of covenants in the stock purchase agreement. On November 12, 2023, Kakaopay delivered a letter in response to the Notice that expressed Kakaopay’s disagreement with the statements in the Notice.

As a result of the foregoing, Siebert has incurred and may incur additional legal expenses evaluating these matters, the amount of which is uncertain as of the date hereof.

Forward-Looking Statements

For purposes of this Current Report on Form 8-K (“Report”), the terms “Siebert,” “Company,” “we,” “us” and “our” refer to Siebert Financial Corp., its wholly-owned and majority-owned subsidiaries collectively, unless the context otherwise requires.

The statements contained throughout this Report, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect our beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events; securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans; the closing conditions relating to the Second Tranche Purchase Agreement with Kakaopay may not be satisfied and the transactions contemplated by the Second Tranche Purchase Agreement may not be consummated; and other consequences associated with risks and uncertainties detailed in Part I, Item 1A - Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022, (“2022 Form 10-K”), and our filings with the SEC.

We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished with this Form 8-K.

Ex. No		Description of Exhibits
99.1		Press Release dated November 13, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to 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 thereunto duly authorized.

Dated: November 13, 2023	SIEBERT FINANCIAL CORP.

	By	/s/ John J. Gebbia
		John J. Gebbia
		Chief Executive Officer
		(Principal executive officer)

	By	/s/ Andrew H. Reich
		Andrew H. Reich
		Executive Vice President, Chief Operating Officer,
		Chief Financial Officer, and Secretary
		(Principal financial and accounting officer)

Exhibit 99.1

Siebert Reports Third Quarter 2023 Financial Results

NEW YORK, NY – November 13, 2023 – Siebert Financial Corp. (NASDAQ: SIEB) (“Siebert”), a diversified provider of financial services, today reported financial results for the third quarter ended September 30, 2023.

Third Quarter 2023 Financial Highlights

●

Revenue of $18.1 million compared to $14.3 million in the third quarter of 2022

●

Net income available to common stockholders of $2.8 million compared to $1.1 million in the third quarter of 2022

●

Earnings per share of $0.07 compared to $0.03 in the third quarter of 2022

●

Total retail customer accounts of 128,727 compared to 122,394 in the third quarter of 2022

●

Total retail customer net worth of $14.6 billion, an improvement compared to $13.5 billion at the end of 2022

Recent Business Highlights

●

Moved headquarters to Miami Beach in October to solidify presence in this growing market and build relationships with strategic partners that have expanded their presence to South Florida

●

Signed a five-year lease in the World Financial Center in New York City, expanding presence in New York and providing savings on occupancy costs

●

Received approval for Fully Paid Securities Lending in October in order to expand Siebert’s growing securities finance business

Management Commentary

“Our results this quarter demonstrate the strength of our business model and the progress we’ve made in building the foundation for future growth,” said John J. Gebbia, CEO of Siebert. Continuing to invest in our capabilities allows us to meet the evolving needs of investors as we chart the next phase of our evolution to empower our clients’ success. We enter the fourth quarter with great momentum and a tremendous opportunity for Siebert to capture opportunities in the current market environment while creating long-term shareholder value.”

Andrew Reich, CFO of Siebert, commented: “We delivered another quarter of strong results as our business continues to benefit from improved market conditions along with the rise in interest rates. Revenue grew 26% year-over-year and was driven by higher interest income and revenues related to the mark to market on our U.S. government securities portfolio, as well as along with higher commission and fee revenue. During the quarter we also delivered an improvement to both our pretax income and margins as we continue to improve profitability. We continue to benefit from the growth in capital along with the interest rate environment and expect those trends to continue in the fourth quarter. Looking ahead, we are well-positioned for sustained growth and have a flexible balance sheet to navigate the remainder of the year while expanding our capabilities and competitive position.”

Notice to Investors

This communication is provided for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any securities in the United States or elsewhere.

About Siebert Financial Corp.

Siebert is a diversified financial services company that has been in business and a member of the NYSE since 1967 when Muriel Siebert became the first woman to own a seat on the NYSE and the first to head one of its member firms.

Siebert operates through its subsidiaries Muriel Siebert & Co., Inc., Siebert AdvisorNXT, Inc., Park Wilshire Companies, Inc., Rise Financial Services, LLC, Siebert Technologies, LLC and StockCross Digital Solutions, Ltd. Through these entities, Siebert provides a full range of brokerage and financial advisory services including securities brokerage, investment advisory and insurance offerings, and corporate stock plan administration solutions. For over 55 years, Siebert has been a company that values its clients, shareholders, and employees. More information is available at www.siebert.com.

Cautionary Note Regarding Forward-Looking Statements

The statements contained in this press release, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

Investor Relations:

Alex Kovtun and Matt Glover
Gateway Group, Inc.
949-574-3860
sieb@gateway-grp.com

Cover	Nov. 11, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 11, 2023
Entity File Number	0-5703
Entity Registrant Name	Siebert Financial Corp.
Entity Central Index Key	0000065596
Entity Tax Identification Number	11-1796714
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	653 Collins Avenue
Entity Address, City or Town	Miami Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33139
City Area Code	212
Local Phone Number	644-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock - $0.01 par value
Trading Symbol	SIEB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false