As previously disclosed in a Current Report on Form 8-K, filed on July 19, 2019, Siebert Financial Corp. (the “Company”) (NASDAQ: SIEB) and StockCross Financial Services, Inc., a Massachusetts corporation (“StockCross”), entered into a binding letter of intent (the “Letter of Intent”), setting forth the basic terms under which the Company will acquire from the StockCross shareholders (the “Acquisition”), all of the issued and outstanding shares of common stock of StockCross (the “StockCross Shares”) owned by the StockCross shareholders in exchange for shares of common stock of the Company. The Letter of Intent provides that the completion of the Acquisition is subject to preparation and execution of agreements setting forth the definitive terms of the Acquisition.

As of December 31, 2019, the Company entered into an Agreement and Plan of Merger by and between the Company, Muriel Siebert & Co, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“MSCO”), StockCross and Michael J. Colombino, on behalf of himself and as representative of the other StockCross shareholders (the “Merger Agreement”), to which the Company acquired, from the StockCross shareholders, all of the StockCross Shares in exchange for a total of 3,298,774 shares of common stock of the Company and StockCross was merged with and into MSCO (the “Merger”). The Merger was effective on January 1, 2020 (the “Closing Date”) and as a result, StockCross merged with and into MSCO.

Prior to the Merger, MSCO owned 15% of the issued and outstanding common stock of StockCross and the Company and StockCross were affiliated entities through common ownership.

The Merger Agreement was approved by a majority of the uninterested members of the Company’s audit committee and board of directors.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The issuance of the shares of common stock of the Company (the “Company Stock”) to the Merger Agreement is subject to shareholder approval to Nasdaq Rule 5635(a)(2). The Company has received the written consent of a majority of shareholders to the issuance and is in the process of filing an Information Statement with the Securities and Exchange Commission (“SEC”) notifying the Company’s other shareholders of the action by written consent of the holders of a majority of the shares. The Company Stock to be issued to the Merger Agreement will be held in escrow until no earlier than 20 days after the Information Statement is first transmitted to the Company’s shareholders.

The failure of the Company to obtain the approvals required by NASDAQ rule 5635(a) was inadvertent and active steps are being made to correct such omission.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

No issuance of any of the securities by the Company in connection with the Acquisition was registered under the Securities Act of 1933, as amended (the “Securities Act”). Such issuances were conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

Forward-Looking Statements.

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.

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.

(d) Exhibits

SIEBERT FINANCIAL CORP Exhibit
EX-99.1 2 a52154197ex99_1.htm EXHIBIT 99.1    Exhibit 99.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER,…
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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.