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 June 26, 2017, Siebert Financial Corp. (the Company) (NASDAQ:
SIEB), Muriel Siebert Co., Inc. (MSCO), the Companys wholly-owned
subsidiary, and StockCross Financial Services, Inc., a registered
broker-dealer (StockCross) entered into an Asset Purchase
Agreement (the Agreement), to which MSCO will acquire (the
Acquisition) certain retail broker-dealer assets of StockCross
(the Assets). StockCross is a self-clearing discount broker
dealer that has many business lines that are similar to MSCOs.
The purchase price for the Assets is approximately $20 million
(the Purchase Price). At the closing of the Acquisition (the
Closing), the Company will issue to StockCross approximately 5
million shares of its restricted common stock as payment of the
Purchase Price. The Company engaged Manorhaven Capital, LLC
(Manorhaven), a registered broker-dealer, to provide a fairness
opinion regarding the value of the Assets. The Agreement has been
unanimously approved by the boards of directors of the Company
and StockCross.
The Closing of the Acquisition is subject to customary closing
conditions including receiving required regulatory approvals and
obtaining approval from the Companys shareholders of the issuance
of common stock in payment of the Purchase Price. Upon the
closing of the Acquisition, MSCO and StockCross will enter into a
clearing agreement to which StockCross will act as the clearing
broker for MSCO with respect to the accounts transferred from
StockCross to MSCO in the Acquisition.
The Company, MSCO and StockCross are affiliated entities through
common indirect ownership. Kennedy Cabot Acquisition, LLC (KCA),
a Nevada limited liability company, is the owner of approximately
90% of the issued and outstanding common stock of the Company.
Gloria E. Gebbia, is the managing member of KCA and she is a
member of the Companys board of directors and she, along with
other members of the Gebbia family, control StockCross.
Manorhaven is under common control with the Companys counsel
Gusrae Kaplan Nusbaum PLLC who represents all the parties to the
Agreement.
The representations and warranties of the Company and MSCO
contained in the Agreement have been made solely for the benefit
of StockCross 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 MSCO or any of their respective
affiliates. 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 Companys public disclosures.
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.
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 topublicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. The Companys 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 Companys Annual Reports on Form 10-Ks and its
Quarterly Reports on Form 10-Qs on file with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
2.1Asset Purchase Agreement, dated as of June 26, 2017, by and
among StockCross Financial Services, Inc., Muriel Siebert Co.,
Inc. and Siebert Financial Corp.*
*The exhibits and schedules have been omitted.
The Company agrees to furnish to the Securities and Exchange
Commission a copy of the exhibits and schedules upon request.
SIEBERT FINANCIAL CORP ExhibitEX-2.1 2 ex2_1.htm EXHIBIT 2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT,…To view the full exhibit click here 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.
