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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):
January 18, 2024
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 1.01 Entry into a Material Definitive Agreement.
On January 18, 2024, Siebert
Technologies, LLC (“STCH”), a subsidiary of Siebert Financial Corp. (the “Company”) entered into a Purchase Agreement
(the “Purchase Agreement”) with J2 Financial Technology, Inc., d/b/a “Guild”, a Delaware corporation.
Under the Purchase Agreement,
STCH purchased a Mobile Self-Directed Trading App for the total purchase price (“Purchase Price”) of three hundred eight-five
thousand dollars ($385,000), consisting of three hundred and fifty thousand dollars’ ($350,000) of the Company’s common stock
(NASDAQ: SIEB), priced at the historical 30-day moving average, as of January 18, 2024, and thirty-five thousand dollars ($35,000) cash
at Closing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following
exhibits are filed with this Report.
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: January 24, 2024 |
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) |
2
Exhibit
10.43
PURCHASE
AGREEMENT
THIS
AGREEMENT (“Agreement”) is made as of this 18th day of January, 2024 (“Effective Date”) by and among,
J2 Financial Technology, Inc., d/b/a “Guild”, a Delaware corporation (the “Seller”), Siebert Technologies,
LLC, a Nevada limited liability company (the “Purchaser”).
W
I T N E S S E T H
WHEREAS,
the Seller is the sole owner of the Transferred Assets described in this Agreement; and
WHEREAS,
Purchaser wishes to purchase the Transferred Assets, and Seller is willing to sell the Transferred Assets to Purchaser, upon the terms
and conditions set forth in this Agreement.
NOW
THEREFORE, the parties hereto agree as follows:
I. PURCHASE
AND SALE OF ASSETS; SELLER LIABILITIES
1.1
Transferred Assets: Subject to the terms and conditions of this Agreement, Seller will sell, assign, and transfer to Purchaser,
and Purchaser will purchase and accept from Seller, the following assets of Seller (collectively, the “Transferred Assets”):
| (A) | Mobile
Self-Directed Trading App: The Software, Code, Architecture, User Interface and Algorithms
listed on the attached Exhibit “A” (collectively, the “Mobile App”). |
1.2
Seller Liabilities: The Transferred Assets shall be sold to Purchaser free and clear of all liens and encumbrances. All of the
liabilities and obligations of the Seller whether now known or hereafter discovered, contingent or matured, liquidated or unliquidated
(the “Retained Liabilities”) shall remain the sole liability, obligation and responsibility of Seller. Seller hereby agrees
to defend, indemnify and hold Buyer, its employees and agents, harmless with respect to the Retained Liabilities.
II. PURCHASE
PRICE
The
total purchase price (“Purchase Price”) for the Transferred Assets shall be three hundred eight-five thousand dollars ($385,000)
payable as follows:
| (A) | Three
hundred and fifty thousand dollars’ ($350,000.00) worth of Siebert Financial Corp.
(NASDAQ: SIEB) Restricted Stock, priced at the historical 30-day moving average, as of January
18, 2024. Except for a distribution by the Company to seventeen (17) holders of Simple Agreements
for Future Equity, the Shares of Restricted Stock issued
under this Agreement may not be sold, transferred, or otherwise disposed of and may not be
pledged or otherwise hypothecated for a period of six (6) months. |
| (B) | Thirty-five
thousand dollars ($35,000.00) cash at Closing |
III. REPRESENTATIONS
AND WARRANTIES
3.1
Representations and Warranties of Seller: The Seller represents and warrants to Purchaser as follows:
| (A) | Organization:
The Seller is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, and has the requisite power and authority to own, lease or
otherwise hold the assets owned, held or leased by it. |
| (B) | Authorization
and Effect of Agreement: The Seller has the requisite corporate power and authority to
execute and deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery by the Seller of this Agreement and the consummation of the transactions
contemplated hereby will be authorized by all necessary corporate action on the part of the
Seller as of the Closing. |
| (C) | Title
to Transferred Assets: Seller owns all of the Transferred Assets free and clear of all
liens, claims and encumbrances of any kind or nature whatsoever. At the Closing, Purchaser
will receive the Transferred Assets free and clear of all liens claims and encumbrances of
any kind or nature whatsoever. |
| (D) | No
Conflicts: The execution and delivery of this Agreement by the Seller does not, and the
consummation by the Seller of the transactions contemplated hereby will not, conflict with,
or result in any violation of, or constitute a default (with or without notice or lapse of
time, or both) under, or give rise to a right of termination, cancellation or acceleration
of any obligation or to loss of a benefit under, any provision of any contract, permit or
law applicable to the Seller. No consent, approval, order or authorization of, or registration,
declaration or filing with, any governmental authority is required to be obtained or made
by or with respect to the Seller in connection with the execution and delivery of this Agreement
by it or the consummation by it of the transactions contemplated hereby. |
3.2
Representations and Warranties of the Purchaser: The Purchaser represents and warrants to Seller as follows:
| (A) | Organization:
The Purchaser has the requisite power and authority to purchase the Transferred Assets. |
| (B) | Authorization
and Effect of Agreement: The Purchaser has the requisite power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated hereby. The execution
and delivery by the Purchaser of this Agreement and the consummation by the Purchaser of
the transactions contemplated hereby have been duly authorized by all necessary action on
the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser
and, this Agreement, constitutes a valid and binding obligation of the Purchaser, enforceable
in accordance with its terms. |
| (C) | No
Conflicts: The execution and delivery of this Agreement by the Purchaser does not, and
the consummation by the Purchaser of the transactions contemplated hereby will not, conflict
with, or result in any violation of, or constitute a default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or acceleration
of any obligation or to loss of a benefit under, any provision of any contract, permit or
law applicable to the Purchaser. No consent, approval, order or authorization of, or registration,
declaration or filing with, any governmental authority is required to be obtained or made
by or with respect to the Purchaser in connection with the execution and delivery of this
Agreement by it or the consummation by it of the transactions contemplated hereby. |
IV. CONDITIONS
PRECEDENT
4.1
Condition Precedent to Obligations of Seller:
The
obligations of Seller under this Agreement are subject to the satisfaction, at or prior to the Closing of all of the following conditions,
unless waived in writing by Seller:
| (A) | All
representations and warranties of the Purchaser contained in this Agreement and in any certificate,
statement, or other document delivered pursuant to the provisions hereof or in connection
with the transactions contemplated hereby shall be true and accurate as of the date when
made and shall be deemed to be made again at the time of the Closing and shall then be true
in all material respects. |
| (B) | Purchaser
shall have performed and complied with all covenants, agreements and conditions required
by this Agreement to be performed or complied with by each of them prior to or at the Closing. |
| (C) | No
suit, action or proceeding by any third party or governmental authority shall be pending
or threatened which challenges the validity or legality of the transactions contemplated
hereby. |
4.2
Conditions Precedent to Obligations of Purchaser: The obligations of Purchaser under this Agreement are subject to the satisfaction
of all of the following conditions at or prior to the Closing, unless waived in writing by the Purchaser:
| (A) | All
representations and warranties of Seller contained in this Agreement and in any certificate,
statement, or other document delivered pursuant to the provisions hereof or in connection
with the transactions contemplated hereby shall be true and accurate as of the date when
made and shall be deemed to be made again at the time of the Closing and shall then be true
in all material respects. |
| (B) | Seller
shall have performed and complied with all covenants, agreements and conditions required
by this Agreement to be performed or complied with by each of them prior to or at the Closing. |
| (C) | No
suit, action or proceeding by any third party or governmental authority shall be pending
or threatened which challenges the validity or legality of the transactions contemplated
hereby. |
V. ADDITIONAL
COVENANTS
5.1
Pre-Closing Operations: From the date hereof until the Closing, Seller shall maintain the Transferred Assets in the ordinary course
of business.
5.2
Due Diligence Investigation: Purchaser acknowledges that as of the date of its execution of this Agreement, Purchaser has conducted
such reviews and investigations of the Transferred Assets as it has deemed necessary, and that Purchaser is satisfied with the condition
thereof. At Closing, Purchaser will accept possession of all of the Transferred Assets in their “as is” condition, without
representation or warranty.
5.3
Press Releases and Confidentiality: Prior to or after the Closing, neither party shall issue nor cause publication of any press
release or public announcement with respect to this Agreement or the transactions contemplated hereby without the consent of both parties
as to the form and content of such press release or public announcement. Each party will only communicate the content of this Agreement
to such of its employees, affiliates, and/or its tax and legal advisors, who need to know the substance hereof.
VI. THE
CLOSING
6.1
The Closing: Subject to satisfaction or waiver of the conditions precedent to the parties’ obligation hereunder, the Closing
shall take place at the offices of the Purchaser or at such other location as is mutually agreed upon by Seller and Purchaser.
6.2
Obligations of Seller: At the Closing, Seller shall deliver to Purchaser the following in proper form for recording (where appropriate):
| (A) | A
Bill of Sale in the form attached hereto as Exhibit “B” attached hereto, conveying
the Transferred Assets to Purchaser. |
6.3
Obligations of Purchaser: At the Closing, the Purchaser will deliver the total purchase price (“Purchase Price”) to
the Seller.
VII. INDEMNIFICATION
7.1
Indemnification by Seller. Seller shall hold the Purchaser free and harmless from and shall indemnify the Purchaser and its respective
members, partners, shareholders, officers, employees, franchisees, agents, executors, administrators, successors, insurers and assigns
absolutely harmless from and against any and all actions, suits, proceedings, damages, assessments, judgments, costs and expense, (including
attorneys’ fees and expenses of enforcing this Section), incurred by Purchaser, which are attributable directly or indirectly,
in whole or in part to any misrepresentation, breach of this Agreement, covenant, warranty, or obligation, contained herein by Seller.
7.2
Indemnification by Purchaser. Purchaser shall hold the Seller free and harmless from and shall indemnify the Seller and its respective
members, partners, shareholders, officers, employees, franchisees, agents, executors, administrators, successors, insurers and assigns
absolutely harmless from and against any and all actions, suits, proceeding, damages, assessments, judgments, costs and expense, (including
attorneys’ fees and expenses of enforcing this Section), incurred by Seller, which are attributable directly or indirectly, in
whole or in part to any misrepresentation, breach of this Agreement, covenant, warranty, or obligation, contained herein by Purchaser
or Purchaser’s failure to pay or satisfy or cause to be paid or satisfied any of the obligations to be performed on the part of
the Purchaser.
VIII.
TERMINATION
8.1
Termination: Notwithstanding anything to the contrary in this Agreement, this Agreement may only be terminated upon the mutual
written consent of Seller and Purchaser.
IX. MISCELLANEOUS
9.1
Notices. All notices and other communications required or permitted hereunder will be in writing and, unless otherwise provided
in this Agreement, will be deemed to have been duly given when delivered in person or one business day after having been dispatched by
a nationally recognized overnight courier service or three business days after having been mailed by first class, certified or registered
mail, postage prepaid, to the appropriate party at the address specified below:
| If to Seller, to: |
|
J2 Financial Technology, Inc., d/b/a
“Guild” |
| |
|
518 Mulberry Ln. |
| |
|
Haverford, PA 19041 |
| |
|
Attention: Francis (Sean) Bonner, CEO |
| |
|
Email: sean@guild.financial |
| |
|
|
| If to the Purchaser, to: |
|
Siebert Technologies, LLC |
| |
|
653 Collins Ave. |
| |
|
Miami Beach, FL 33139 |
| |
|
Attention: Andrew Reich, CFO |
| |
|
Email: areich@siebert.com |
or
to such address or addresses as any such party may from time to time designate as to itself by like notice.
9.2
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement is personal in nature and may not be assigned by either party without the express written consent
of both parties.
9.3
Entire Agreement. This Agreement (together with the Exhibits hereto) supersedes any other agreement, whether written or oral,
that may have been made or entered into by any party or any of their respective affiliates (or by any director, officer, or representative
thereof) relating to the matters contemplated hereby. This Agreement (together with the Exhibits hereto) constitutes the entire agreement
by and among the parties with respect to the subject matter hereof and there are no agreements or commitments by or among such parties
or their Affiliates with respect to the subject matter hereof except as expressly set forth herein.
9.4
No Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or will be construed to confer upon or
give any person or entity other than the parties hereto and their respective Affiliates any rights under or by reason of this Agreement
or any transaction contemplated hereby.
9.5
Applicable Law. This Agreement is to be governed by and construed in accordance with the internal laws of the State of New York
without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction)
that would cause the application of Laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding
arising out of or related to this Agreement or the matters contemplated hereunder is to be instituted exclusively in the federal courts
of the United States or the courts of the State of New York in each case located in the city of New York and Borough of Manhattan, and
each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection
based on improper venue or forum non conveniens. Service of process, summons, notice, or other document by mail to such party’s
address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.
9.6
Execution. This Agreement may be executed in two or more counterparts, and in electronic format, each of which will be deemed
an original, but all of which together will constitute one and the same agreement.
9.7
Titles and Headings. Titles and headings to Sections herein are inserted for convenience of references only and are not intended
to be a part of or to affect the meaning or interpretation of this Agreement.
9.8
Severability. If any provision of this Agreement shall finally be determined to be unlawful, invalid or unenforceable, then such
provision shall be severed from this Agreement and every other provision shall be severed from this Agreement shall remain in full force
and effect.
[Signatures
appear on next page]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
| SELLER: |
J2 FINANCIAL TECHNOLOGY, INC., d/b/a
“GUILD” |
|
| |
|
|
|
| |
By: |
/s/ Francis (Sean) Bonner |
|
| |
Name: |
Francis (Sean) Bonner |
|
| |
Title: |
CEO |
|
| PURCHASER: |
SIEBERT TECHNOLOGIES, LLC |
|
| |
|
|
| |
By: |
/s/ Andrew Reich |
|
| |
Name: |
Andrew Reich |
|
| |
Title: |
CFO |
|
EXHIBIT
A
Mobile
Self-Directed Trading App: Software, Code, Architecture, User Interface and Algorithms, including:
| ● | Mobile
self-directed trading app “Guild” |
| ● | All
Software that Seller developed to run the Guild App |
| ● | Videos
produced to promote the Guild App |
| ● | Other
Intellectual Properties related to Running the Guild App in its current state. |
| ● | Guild
Trademark (Seller owns all right, title, and interest in and to the following mark: GUILD. Serial
No. 88441975 (“Seller’s Mark”)) |
| ● | The
mobile app known as “Guild” or “Guild Financial” that is currently
offered in Apple’s App Store and Google’s Play Store. |
| ● | All
software, code, architecture, User Interface and algorithms developed to date are included.
This also includes Intellectual Property, formulas and algorithms to calculate the
“Guild Portfolio” and “Leaderboard”. |
Summary
of technical aspects of the mobile app:
Source
Code Repository:
| ● | Using
GIT via BitBucket. |
Technology
Stack:
| ● | Native
Mobile Dev Tech Stack - Ionic version 6 (using Capacitor) |
| ● | Guild
API - developed using .Net and node.js |
| ● | Integration
with Alpaca via API. |
| ● | Integration
with MX via API. |
| ● | Integration
with Rewards and other marketing functions |
Architecture and
Design:
| ● | Headless
Mobile App – 1 one code base/platform to build Native IOS and Android |
| ● | Open
API and Microservices that are stand-alone |
| ● | Built
in proprietary algorithm in calculation of Leaderboard and Guild Portfolio |
EXHIBIT
B
Bill
Of Sale
v3.23.4
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| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Siebert Financial (NASDAQ:SIEB)
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