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 September 27, 2019, Siebert Financial Corp. (the “Company”) (NASDAQ: SIEB), Weeden Investors L.P., a Delaware limited partnership (“LP”), and Weeden Securities Corporation, a Delaware corporation (“GP” and together with LP, each, a “Seller” and collectively, the “Sellers”) entered into an Equity Interests Purchase Agreement (the “Agreement”), to which the Company will acquire (the “Acquisition”) all of the Sellers’ member interests in Weeden Prime Services, LLC (the “Equity Interests”), a broker-dealer registered with the SEC offering prime brokerage services. The purchase price for the Equity Interests is $7,124,996 (the “Purchase Price”). to the terms of the Agreement, the Company deposited $2 million (the “Deposit”) of the Purchase Price in an escrow account maintained at Citibank N.A. (the “Escrow Agent”), to the terms of an Escrow Agreement, dated as of September 27, 2019 by and among the Company, GP and the Escrow Agent (the “Escrow Agreement”). The Deposit will be delivered to the Sellers at the closing of the Acquisition or if the Acquisition is not completed within 30 days after FINRA and other regulatory approval. The Deposit will be returned to the Company in the event that there is no closing of the Acquisition within 30 days after FINRA and other regulatory approval and such failure was solely due to a material breach or failure to comply with the terms of the Agreement by the Sellers.
The Closing of the Acquisition is subject to customary closing conditions including receiving approval of the change in control of Weeden Prime Services, LLC from FINRA and other regulators. Following the closing of the Acquisition, Weeden Prime Services, LLC will be a wholly-owned subsidiary of the Company.
The representations and warranties of the Company contained in the Agreement have been made solely for the benefit of the Sellers and should not be relied upon as a disclosure of factual information. In addition, such representations and warranties (a) have been made only for purposes of the Agreement, (b) may be subject to limits or exceptions agreed upon by the contracting parties, (c) are subject to materiality qualifications contained in the Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Agreement or other specific dates and (e) have been included in the Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries. Additionally, the representations, warranties, covenants, conditions and other terms of the Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
The foregoing description of the Agreement and the Escrow Agreement do not purport to be complete and are qualified in their entirety by the full texts of the Agreement and the Escrow Agreement, which are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 1, 2019, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is attached as Exhibit 99.3 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 to publicly 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.