SIEBERT FINANCIAL CORP. (NASDAQ:SIEB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On January 18, 2019, Muriel Siebert and Co., Inc., a Delaware corporation (“MSCO”), a wholly-owned subsidiary of Siebert Financial Corp., a New York corporation (NASDAQ: SIEB) (the “Company”), tZERO Group, Inc., a Delaware corporation (“tZERO”), and StockCross Financial Services, Inc., a Massachusetts corporation (“StockCross”), entered into a Stock Repurchase Agreement (the “Agreement”), to which MSCO and StockCross acquired (the “Acquisition”) from tZERO 922,875 and 553,725 shares, respectively (a total 1,476,600 shares of common stock of StockCross), for consideration of $3,665,625 and $2,199,375, respectively (a total of $5,865,000), paid in cash at the closing of the Acquisition.
The shares were previously acquired by tZERO in Q4 of 2017 from StockCross. According to a Schedule 13G filed February 16, 2018, tZERO is an owner of approximately 5% of the outstanding shares of the Company.
The Company’s board of directors unanimously approved the acquisition of 15% of the equity of StockCross.
StockCross is a clearing broker-dealer that has many business lines. StockCross serves as a clearing broker for MSCO, on a fully disclosed basis. The Company and StockCross are affiliated entities through common ownership.
According to a Schedule 13D filed December 28, 2018, Gloria E. Gebbia and other members of the Gebbia family control approximately 64% of the issued and outstanding common stock of the Company. Gloria E. Gebbia is a member of the Company’s Board of Directors and she, along with other members of the Gebbia family, control StockCross.
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, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
To the extent required by Item 2.01 of Form 8-K, the disclosure regarding the Agreement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
Item 7.01. Regulation FD Disclosure.
On January 25, 2019, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking statements made 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. Except as required by law, the Company undertakes no obligation topublicly update or revise any forward-looking statements, whether as a result of new information, 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.
(a) Financial statements of businesses acquired.
The Company will file the financial statements required by Item 9.01(a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
(b)Pro forma financial information.
The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
SIEBERT FINANCIAL CORP Exhibit
EX-99.1 2 a51930939ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 STOCKCROSS SHARE REPURCHASE AGREEMENT This StockCross Share Repurchase Agreement (as amended from time to time,…
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About SIEBERT FINANCIAL CORP. (NASDAQ:SIEB)
Siebert Financial Corp. is a holding company that conducts retail discount brokerage business through its subsidiary, Muriel Siebert & Co., Inc. (Siebert). The Company’s Siebert’s principal activity is providing online and traditional brokerage and related services to retail investors. It is also an investment advisor through a subsidiary, Siebert Investment Advisors, Inc. (SIA). SIA offers advice to clients regarding asset allocation and the selection of investments. A subsidiary, Siebert’s Women’s Financial Network Inc. (WFN), is engaged in providing products, services and information devoted to women’s financial needs. Siebert develops and maintains its retail customer base through printed advertising in financial publications, Internet advertising and social media. The Retail Division includes discount brokerage and related services, independent retail execution services, retail customer service, retirement accounts, customer financing, and information and communications systems.