false 0000065596 Not Applicable 0000065596 2021-08-23 2021-08-23

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): August 23, 2021

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)

535 Fifth Avenue, 4th Floor, New York, NY

10017

(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 8.01 Other Events

 

On August 23, 2021, Siebert Financial Corp. (the “Company”) issued a press release announcing a non-binding letter of intent between the Company and Tigress Holdings, LLC, a Delaware limited liability company (“Tigress Holdings”). The letter of intent memorializes the parties’ intention to enter into definitive written agreements pursuant to which (i) Tigress Holdings will transfer to the Company limited liability company membership interests representing twenty-four percent (24%) of the outstanding membership interests in Tigress Financial Partners, LLC, a Delaware limited liability company (“Tigress Financial”); and (ii) the Company will transfer to Tigress Holdings limited liability company membership interests representing twenty-four percent (24%) of the outstanding membership interests of the Company’s wholly-owned subsidiary WPS Prime Services, LLC, a Delaware limited liability company (“WPS Prime”) and such number of shares of the Company’s common stock that shall represent an amount equal to the difference between the parties’ agreed valuation of Tigress Financial and WPS Prime.

 

The proposed transaction is subject to acceptable results and completion of due diligence reviews by each of the parties; approval of all necessary regulatory agencies, including the Financial Industry Regulatory Authority (“FINRA”); compliance with all applicable laws; and negotiation and execution of the definitive agreements.

 

A copy of the press release is furnished with this Form 8-K as Exhibit 99.1 and 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

 

Exhibit No. Description of Exhibit
99.1 Press Release issued by Siebert Financial Corp., dated August 23, 2021.
99.2 Letter of intent between Siebert Financial Corp. and Tigress Holdings, LLC, dated August 23, 2021
104 Cover Page Interactive Data File (embedded with 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: August 25, 2021 SIEBERT FINANCIAL CORP.

 

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

 

 

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