SIEBERT FINANCIAL CORP. (NASDAQ:SIEB) Files An 8-K Other Events
Item 8.01Other Events.
On May 8, 2017, Siebert Financial Corp. (the Company), issued a
press release announcing that the Company and its wholly owned
subsidiary Muriel Siebert Co., Inc. (MSCO) had entered into a
non-binding letter of intent dated May 3, 2017 (the LOI) with
StockCross Financial Services, Inc., a registered broker-dealer
(StockCross) which contemplates the Company and MSCO acquiring
(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. A copy of the press release is attached hereto as Exhibit
99.1.
The value of the Assets is currently estimated to be
approximately $20 million. The Company has engaged Manorhaven
Capital, LLC (Manorhaven), a registered broker-dealer, to provide
a fairness opinion regarding the value of the Assets. Manorhaven
is under common control with the Companys counsel Gusrae Kaplan
Nusbaum PLLC who represents all the parties to the LOI. The
Company intends to issue StockCross shares of its restricted
common stock as consideration for the Assets. The number of
shares of common stock issuable to StockCross will be determined
based upon the average closing price of the common stock during
the 15 day period prior to the date of the LOI. The shares of
common stock issued to StockCross as consideration for the Assets
will be restricted for a period of 2 years following the date of
issuance.
The Acquisition will be subject to the terms and conditions of a
definitive asset purchase agreement by and among the Company,
MSCO and StockCross to be negotiated by the parties (the
Definitive Agreement). The Company currently anticipates that the
Definitive Agreement will be executed, and that the closing of
the Acquisition will be completed, in 2017. The Companys
expectations are subject to change, however, based on the parties
ongoing discussions, changing business conditions and other
future events and uncertainties. Consummation of the Acquisition
will be subject to certain customary conditions to closing,
including any required regulatory approvals.
Gloria E. Gebbia, a member of the Companys board of directors and
the managing member of the Companys majority shareholder along
with other members of the Gebbia family, control StockCross.
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 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 9.01Financial Statements and Exhibits.
(d)Exhibits
The following exhibit is attached to this Form 8-K:
Exhibit No.Description
99.1Press release dated May 8, 2017
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. SIEBERT FINANCIAL CORP. (NASDAQ:SIEB) Recent Trading Information
SIEBERT FINANCIAL CORP. (NASDAQ:SIEB) closed its last trading session up +0.05 at 4.35 with 12,901 shares trading hands.