SIEB Siebert Financial Corporation

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Schedule 13D”) relates to the Common Stock, $0.01 par value per share (“Common Stock”), of Siebert Financial Corp., a New York corporation (the “Issuer”). The principal executive offices of the Issuer are located at 535 Fifth Avenue, 4th Floor, New York, NY 10017.

Item 2. Identity and Background.

Information concerning each executive officer, director and controlling person of the Reporting Persons (the “Listed Persons”) is listed on Schedule I attached hereto and incorporated herein by reference. To the knowledge of the Reporting Persons, other than as set forth on Schedule II, during the last five years none of the Listed Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Kakaopay paid the Issuer an aggregate of $17,362,555 for the First Tranche Shares (as defined in Item 4), which funds were derived from available working capital of Kakaopay.

Item 4. Purpose of Transaction.

Stock Purchase Agreements

On April 27, 2023, the Issuer entered into a First Tranche Stock Purchase Agreement with Kakaopay (the “First Tranche Stock Purchase Agreement”), pursuant to which, on May 18, 2023, the Issuer issued and sold to Kakaopay 8,075,607 shares of Common Stock (the “First Tranche Shares”, and such transaction, the “First Tranche”) at a per share price of $2.15, which represents 19.9% of the outstanding equity securities of the Issuer on a fully diluted basis (taking into account the issuance of the First Tranche Shares). The approval of the Issuer’s stockholders was not required to close the First Tranche.

Concurrent with the execution of the First Tranche Stock Purchase Agreement, the Issuer and Kakaopay entered into a Second Tranche Stock Purchase Agreement (the “Second Tranche Stock Purchase Agreement”, and together with the First Tranche Stock Purchase Agreement, the “Stock Purchase Agreements”), pursuant to which the Issuer will issue and sell to Kakaopay an additional 25,756,470 shares of Common Stock (the “Second Tranche Shares”, and such transaction, the “Second Tranche”) at a per share price of $2.35, so that Kakaopay will own 51% of the outstanding equity securities of the Issuer on a fully diluted basis (taking into account the issuance of the First Tranche Shares and the Second Tranche Shares).

The consummation of the Second Tranche is subject to a number of conditions set forth in the Second Tranche Stock Purchase Agreement, including the affirmative vote of a majority of the outstanding shares of Common Stock and the affirmative vote of the holders of a majority of the outstanding shares of Common Stock not beneficially owned, directly or indirectly, by the Gebbia Stockholders (as defined below), Kakaopay or any of their respective affiliates. Despite the consummation of the First Tranche, the terms of the Stock Purchase Agreements contemplate the possibility that the Second Tranche may not ultimately be consummated, and the Second Tranche Stock Purchase Agreement provides that the Issuer will pay to Kakaopay a termination fee of $5 million if the Second Tranche Stock Purchase Agreement is terminated under certain circumstances.

Foreign Broker-Dealer Fee Sharing Agreement

Concurrent with the execution of the Stock Purchase Agreements, the Issuer’s registered broker-dealer subsidiary, Muriel Siebert & Co., Inc., and Kakaopay’s registered brokerage, Kakaopay Securities Corp., entered into a Foreign Broker-Dealer Fee Sharing Agreement (the “Foreign Broker-Dealer Fee Sharing Agreement”), establishing the terms relating to the brokerage, trading, sharing of revenues and similar matters.

Support and Restrictive Covenant Agreement

Concurrent with the execution of the Stock Purchase Agreements, certain persons who control in excess of 50% (in the aggregate) of the voting securities of the Issuer (collectively, the “Gebbia Stockholders”), each entered into a Support and Restrictive Covenant Agreement (collectively, the “Support and Restrictive Covenant Agreements”), pursuant to which the Gebbia Stockholders agreed, among other matters, (i) to vote in favor of the Stock Purchase Agreements and against any transaction that could reasonably result in the failure or interference with the transactions contemplated by the Stock Purchase Agreements, and (ii) until earlier of the closing of the Second Tranche or the termination of the Second Tranche Stock Purchase Agreement, to not, directly or indirectly, transfer or otherwise dispose of their shares or engage in various activities that would reasonably be expected to lead to any Alternative Proposal (as defined in the Second Tranche Stock Purchase Agreement).

Stockholders’ Agreement

In connection with the consummation of the First Tranche, on May 19, 2023, the Issuer, Kakaopay and the Gebbia Stockholders entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”), pursuant to which the parties agreed, among other matters:

Registration Rights and Lock-Up Agreement

In connection with the consummation of the First Tranche, on May 19, 2023, the Issuer and Kakaopay entered into a Registration Rights and Lock-Up Agreement (the “Registration Rights and Lock-Up Agreement”) whereby the Issuer agreed to grant Kakaopay certain registration rights with respect to certain securities of the Issuer held by Kakaopay, including any shares of Common Stock issued or issuable to Kakaopay pursuant to the terms of the Stock Purchase Agreements. In exchange for such registration rights, the parties agreed to a lock-up period ending the earlier of the outside date pursuant to the Second Tranche Stock Purchase Agreement and the date that such agreement is terminated.

The foregoing summary of certain terms of the Stock Purchase Agreements, the Foreign Broker-Dealer Fee Sharing Agreement, the Support and Restrictive Covenant Agreements, the Stockholders’ Agreement and the Registration Rights and Lock-Up Agreement is not complete and is qualified in its entirety by reference to the full text of such documents, which are incorporated herein by reference as Exhibits 1 – 12 to this Schedule 13D.

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock and, alone or with others, pursuing discussions with management of the Issuer, the Board, other stockholders of the Issuer and third parties with regard to their investment in the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 32,505,329 shares of Common Stock outstanding as of May 10, 2023, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 filed by the Issuer with the SEC on May 15, 2023, after giving effect to the issuance of the First Tranche Shares.

The filing of this Schedule 13D shall not be construed as an admission that any of the Listed Persons is the beneficial owner of any shares of Common Stock covered by this Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than the agreements described in Item 4 and relationships described in Item 2, which are incorporated herein by reference, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Schedule I

KAKAOPAY CORPORATION

The following table sets forth certain information with respect to the executive officers, directors and controlling persons of Kakaopay Corporation (“Kakaopay”). The business address for each director and executive officer is c/o Kakaopay Corporation, 15F, Tower B, 166 Pangyoyeok-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, Republic of Korea 13529.

KAKAO CORPORATION

The following table sets forth certain information with respect to the executive officers, directors and controlling persons of Kakao Corporation (“Kakao”). The business address for each director and executive officer is c/o Kakao Corporation, Tower A, 166, Pangyoyeok-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, Republic of Korea 13529.

Schedule II

LEGAL PROCEEDINGS

On November 28, 2018, as a result of a routine inspection of electronic financial services in April 2018 by the IT Fintech Strategy Bureau of the Financial Supervisory Service of the Republic of Korea (the “FSS”), which showed Kakao Corporation (“Kakao”) had, in certain circumstances, failed to separate network systems and improperly managed wireless communication network installations and operations, under the Electronic Financial Transactions Act, the FSS imposed a fine of ₩30 million KRW on Kakao and issued warnings against Kakao’s CIO.

In 2020, as a result of Kakao’s failure to apply for registration by the required deadline following its change in business purpose, under the Commercial Act and the Non-contentious Case Procedure Act, the Financial Services Commission of the Republic of Korea (the “FSC”) imposed a fine of ₩150,000 KRW on each of Kakao’s co-CEOs and ₩450,000 KRW on each of Kakao’s Seongnam and Seoul branches.

In March 2021, the National Tax Service of the Republic of Korea denied Kakao’s attempt to deduct stock option costs as an expense, which decision was upheld on appeal, and the original tax of ₩62 billion KRW – which had already been paid by Kakao prior to the commencement of the appeal – was not reduced.

On May 3, 2021, as a result of an IT sector inspection in October 2020 by the FSC, which showed Kakaopay Corporation (“Kakaopay”) had, in certain circumstances, failed to ensure the safety and reliability of electronic financial transactions, to publish changed terms and conditions to users and to notify the FSC prior to changing the terms and conditions of financial transactions, under the Electronic Financial Transactions Act, the FSS imposed a fine of ₩70 million KRW on Kakaopay (reduced to ₩56 million KRW due to voluntary payments) and issued warnings against certain of Kakaopay’s directors and employees.

On July 29, 2022, as a result of Kakao’s failure, in certain circumstances, to preserve records on transactions, such as marks and advertisements, and to display the identity of cybermall operators, under the Act on the Consumer Protection in Electronic Commerce, the Korea Fair Trade Commission imposed a fine of ₩1 million KRW on Kakao and issued certain related warnings.