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):  July 24, 2020


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)


120 Wall Street, New York, NY 10005
(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 1.02 Termination of a Material Definitive Agreement.
 
As reported in a Current Report on Form 8-K filed June 26, 2020, on June 22, 2020, Siebert Financial Corp. (the “Company”) (NASDAQ: SIEB) and WPS Acquisitions, LLC, a Delaware LLC (the “Purchaser”) entered into an Equity Interests Purchase Agreement (the “Agreement”), pursuant to which, upon the closing of the Agreement, the Purchaser would have acquired from the Company (the “Acquisition”) all of the member interests in WPS Prime Services, LLC (the “Equity Interests”) owned by the Company.
 
By notice dated July 24, 2020, the Company terminated the Agreement effective July 24, 2020. The Agreement was terminated pursuant to Section 7.1(d) thereof which permits the Company to terminate the Agreement if certain closing deliveries of the Purchaser become incapable of fulfillment or if Purchaser is incapable of fulfilling its obligation to make the certain payments required by the Agreement. As a result of the termination of the Agreement the Purchaser’s deposit, which had been placed in escrow, was returned to the Purchaser. No termination penalty was incurred or became payable by the Company in connection with the termination of the Agreement.
 
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 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 26, 2020 and which is incorporated herein by reference.
 
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.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
                                       


 
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 hereunto duly authorized.

Dated:  July 30, 2020


 
By:
/s/ Andrew H. Reich
 
 
 
Andrew H. Reich
 
 
 
EVP, Chief Operating Officer, Chief Financial Officer and Secretary

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