8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 15, 2019

SIEBERT FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

New York	0-5703	11-1796714
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

120 Wall Street, New York, NY	10005
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(212) 644-2400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $0.01 par value	SIEB	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On July 15, 2019, Siebert Financial Corp., a New York corporation (NASDAQ: SIEB) (the “Company”) 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, all of the issued and outstanding common stock of StockCross (the “Acquisition”) 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.

The Company and StockCross are affiliated entities through common ownership and StockCross serves as a clearing broker for the Company’s wholly-owned subsidiary, Muriel Siebert & Co., Inc., on a fully disclosed basis.

The Letter of Intent was approved by a majority of the uninterested members of the Company’s audit committee and board of directors. The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by the full text of the Letter of Intent, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 17, 2019, the Company issued a press release announcing the execution of the Letter of Intent. 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.

Forward-Looking Statements.

This Current Report on Form 8-K contains forward-looking statements made pursuant 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.

 (d) Exhibits

Exhibit No.	Description
99.1	Letter of Intent, dated July 15, 2019, by and between Siebert Financial Corp. and StockCross Financial Services, Inc.
99.2	Press Release.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 19, 2019

By:	/s/ Andrew H. Reich
	Andrew H. Reich
	Executive Vice President, Chief Operating Officer, Chief
	Financial Officer and Secretary

EX-99.1

 Exhibit 99.1

 July 15, 2019

Mr. Michael J. Colombino

Chief Financial Officer

StockCross Financial Services, Inc.

9464 Wilshire Boulevard

Beverly Hills, CA 90212

Re:  Purchase of StockCross Shares

Dear Mr. Colombino:

Siebert Financial Corp. (“Siebert”) is pleased to submit to StockCross Financial Services, Inc. (“StockCross”), subject to the terms and conditions described herein, a proposal for the basic terms under which Siebert shall acquire from the StockCross shareholders, all issued and outstanding shares of common stock of StockCross (the “Acquisition”) not already owned by Siebert.

It is understood that this confidential letter of intent (this “Letter of Intent”) constitutes an outline of terms and conditions of the Definitive Agreements (defined below) pursuant to which Siebert will make the Acquisition and does not contain all matters upon which agreement must be reached in order for the transaction to be consummated.

This Letter of Intent constitutes a binding commitment between the parties.

This Letter of Intent is delivered to you on the condition that it is kept confidential and not to be shown to, or discussed with, any third party (other than on a confidential and need-to-know basis with counsel and advisors) without Siebert’s prior written approval.

The parties hereto will use their best efforts to negotiate in good faith the Definitive Agreements, which shall contain, among other terms and conditions, the following:

Purchaser:	Siebert
Sellers:	Shareholders of StockCross, other than Siebert (the “Selling Shareholders”).
Purchased Stock:	The purchased securities (the “Purchased Securities”) consist of 5,229,625 shares of common stock of StockCross, par value $0.0016 per share of StockCross (the “Purchased Stock”) owned of record by the Selling Shareholders.

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Purchase Price:	$34,000,000 (based upon a value of StockCross of $40,000,000) Subject to a fairness opinion acceptable to both parties.
Payment of Purchase Price	Siebert shall pay the Purchase Price by issuing to the Selling Shareholders that number of shares of Siebert common stock, par value $0.001 per share (the “Siebert Common Stock”) having a total Adjusted Value (defined below) equal to the Purchase Price.  Each Selling Shareholder will receive a pro-rata number of shares of Common Stock based on the number of shares of Common Stock owned by each Selling Shareholder and shall contribute pro-rata to the Escrow Shares as defined below.
	The shares shall bear a restrictive legend prohibiting their transfer for two years from Closing as defined below.
Adjusted Value	The Adjusted Value of the Siebert Common Stock shall be equal to 15% of the closing price as reported on Nasdaq on Trade date Friday July 12, 2019 to adjust for marketability and restriction discounts.
Definitive Documents:	The terms and conditions of Siebert’s acquisition of the Common Stock (the “Acquisition”) shall be set forth in a definitive stock purchase agreement and the schedules and exhibits thereto (the “Purchase Agreement”) and such other documents and agreements as may be necessary to issue the Siebert Common Stock to the Selling Shareholders (collectively, the “Transaction Documents”).
	It is contemplated that the closing (the “Closing”) of the Acquisition shall have specific conditions to closing including without limitation:
	a.that StockCross shall have received FINRA CMA approval for the change in ownership; and
	b.Siebert shall have received all necessary approvals to issue the Siebert Common Stock.
	The Transaction Documents shall contain such representations and warranties and indemnification provisions of the parties as are customary in a transaction such as the one contemplated hereby.  Further, the Purchase Agreement and the transaction shall be subject to customary closing conditions including, but not limited to, each party obtaining all necessary corporate, consents and approvals and completion of due diligence.

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Delivery of Purchase Price; Escrow	At Closing, Siebert shall hold back and place into an escrow account 300,000 shares of Siebert Common Stock (the “Escrow Shares”) which shall be held in such escrow account for not less than a period  of two years from the Closing (the “Escrow Period”).  Siebert shall have the right to use the Escrow Shares during the Escrow Period to offset any and all liabilities to Siebert following the Closing which liability is the result from StockCross activities prior to the Closing Escrow Shares. Shares used to reimburse Siebert shall be valued at the per share price paid by Siebert for the Purchased Securities.
Adjusted Value	The Adjusted Value of the Siebert Common Stock shall be equal to 15% of the closing price as reported on Nasdaq on Friday July 12, 2019 to adjust for marketability and restriction discounts.
StockCross Form BD Amendment:	The Definitive Agreements shall provide that StockCross will file an amendment to its Form BD listing Siebert as a greater than 75% owners as soon as practicable after the Closing of the Acquisition.
Due Diligence:	Each party hereto shall be entitled to conduct full due diligence on the other party’s principals and affiliated entities, capital structure, and regulatory background and each party and their respective principals agree to fully cooperate with the other party’s due diligence process, including but not limited to, providing access to such party’s books, records, financial information, company files and related documents and information as may be requested by each party or their counsel.
Contact Information:	Siebert:
	Siebert Financial Corp.
	120 Wall Street
	New York, NY 10005
	Attention:  Andrew Reich, CFO
	StockCross:
	StockCross Financial Services, Inc.
	9464 Wilshire Blvd
	Beverly Hills, Ca 90212
	Attention: Michael J. Colombino, CFO
Costs and Expenses:	Each of the parties hereto shall be responsible for their own costs and expenses related to the preparation of this Letter of Intent and the transaction documents.

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Confidentiality:

Unless disclosure is required by and pursuant to the rules and regulations of the SEC or FINRA, the parties hereto will not disclose the existence of this Letter of Intent or the fact that the parties are evaluating entering into the transaction.  The parties recognize that each will receive confidential information during the course of negotiations contemplated by this Letter Intent. Accordingly, each of the parties further agrees to use its best efforts to prevent the unauthorized disclosure by it of any Confidential Information concerning the other party that has been or is disclosed to it or to its representatives during the course of the negotiations and investigation contemplated by this Letter of Intent.  For purposes hereof, “Confidential Information” means all information concerning the party or any of its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made available by one party or any of its representatives to the other party or any of its representatives, regardless of the date such information was made available.  Notwithstanding the foregoing, each party hereto may make Confidential Information available to its respective counsel, accountants, banks and financial and industry advisors.  The obligations in this section do not apply to Confidential Information that: (a) at the time of the alleged breach hereof is part of the public domain (other than as a result of a breach of the confidentiality obligations by the party that is the recipient of the relevant information); (b) has been disclosed, at the time of an alleged breach hereof, by the disclosing party to third parties without restrictions on disclosure (c) has, at the time of an alleged breach hereof, been received by the receiving party from a third party without breach of a nondisclosure obligation of the third party or (d) was developed independently by the receiving party without reference to information provided by the disclosing party.

Counterparts

This Letter of Intent may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Fax and PDF copies of signatures shall be treated as originals for all purposes.

It is contemplated Siebert as a public company shall make public disclosure of this Letter of Intent by issuing a press release and filing a Form 8K.

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This Letter of Intent is binding on the parties.

Siebert Financial Corp.

By:
	Andrew Reich, CFO

AGREED AND ACCEPTED:

StockCross Financial Services, Inc.

By:
	Michael J. Colombino, CFO

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EX-99.2

 Exhibit 99.2

Siebert Financial Corp. to Acquire StockCross Financial Services, Inc.

• Acquisition of StockCross, a clearing broker-dealer, will add market-making, equity stock plan services, IRA custodianship, and securities lending business lines to Siebert
• Upon closing, Siebert will obtain an additional $1 billion in customer assets, three retail branches and 45 employees
• Transaction results in clear path to economies of scale and revenue synergies

NEW YORK--(BUSINESS WIRE)--July 17, 2019--Siebert Financial Corp. (NASDAQ:SIEB) (“Siebert”) announced today that it entered into a binding letter of intent to acquire the remaining eighty-five percent (85%) interest in StockCross Financial Services, Inc. (“StockCross”), a clearing broker-dealer.

In Q1 of 2019, Siebert purchased a 15% stake in StockCross and the current transaction will give Siebert 100% ownership of StockCross. Upon the closing of the purchase, which is subject to regulatory approval, Siebert intends to merge StockCross into Siebert’s current broker-dealer subsidiary, Muriel Siebert & Co., Inc.

Gloria E. Gebbia, controlling shareholder and board member of Siebert, said, “We are very pleased to reach this agreement with StockCross and move forward with 100% ownership of this outstanding organization. This transaction represents a tremendous opportunity to accelerate our growth and provide even greater value to clients, shareholders and employees.”

The transaction will add market-making, equity stock plan services, IRA custodianship, and securities lending to Siebert’s current business lines. In addition, Siebert will gain $1 billion in customer assets, three retail branches, and an opportunity to drive significant economies of scale as well as revenue synergies. The combined service personnel and depth of management will enable Siebert to reach additional customer touchpoints and enhance the client experience.

About Siebert Financial Corp.

Siebert Financial Corp. is a holding company that conducts its retail discount brokerage business through its wholly-owned subsidiary, Muriel Siebert & Co., Inc., which became a member of the New York Stock Exchange (“NYSE”) in 1967 when Ms. Siebert became the first woman to own a seat on the NYSE and the first to head one of its member firms. The company conducts its investment advisory business through its wholly-owned subsidiary, Siebert AdvisorNXT, Inc., a registered investment advisor, and its insurance business through its wholly-owned subsidiary, Park Wilshire Companies Inc., a licensed insurance agency. Siebert’s fourth wholly-owned subsidiary, KCA Technologies, LLC, is a developer of robo-advisory technology. Siebert is headquartered in New York City with 13 retail branches throughout the continental U.S. Siebert is under common control with StockCross Financial Services, Inc. More information is available at www.siebertnet.com.

About StockCross Financial Services, Inc.

StockCross Financial Services, Inc. is one of the largest privately-owned brokerage firms in the nation. Established in 1971, it has spent many years providing financial guidance and excellent customer service to its clients. Branch offices are located throughout the nation and are staffed with knowledgeable and experienced representatives. Online investment services and phone support offer clients around the world instant and current information on their accounts. StockCross consistently delivers on its full scope of offerings including market making, fixed-income products, online or broker-assisted equity trading, securities lending, and equity stock plan services across the globe through advanced online trading capabilities. StockCross is a clearing broker-dealer and IRA custodian providing clearing and custody services for its clients and Muriel Siebert & Co., Inc. StockCross is headquartered in Beverly Hills. Member FINRA | SIPC | EST. 1971.

Notice to Investors

This communication is provided for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any securities in the U.S. or elsewhere.

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such “forward-looking statements” involve risks and uncertainties and known and unknown factors that could cause the actual results of Siebert Financial Corp. (the “Company”) to be materially different from historical results or from any future results expressed or implied by such “forward-looking statements”, including without limitation: changes in general economic and market conditions; changes and prospects for change in interest rates; fluctuations in volume and price of securities; changes in demand for brokerage services; competition within and without the brokerage business, including the offer of broader services; competition from electronic discount brokerage firms offering greater discounts on commissions than the Company; the prevalence of a flat fee environment; limited trading opportunities; the method of placing trades by the Company’s customers; computer and telephone system failures; the level of spending by the Company on advertising and promotion; trading errors and the possibility of losses from customer non-payment amounts due; other increases in expenses and changes in net capital or other regulatory requirements. As a result of these and other factors, the Company may experience material fluctuations in its operating results on a quarterly or annual basis, which could materially and adversely affect its business, financial condition, operating results, and stock price, as well as other risks detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). Accordingly, investors are cautioned not to place undue reliance on any such “forward-looking statements.” The Company undertakes no obligation to update the information contained herein or to publicly announce the result of any revisions to such “forward-looking statements” to reflect future events or developments. An investment in the Company involves various risks, including those mentioned above and those which are detailed from time to time in the Company’s SEC filings, copies of which may be obtained from the Company or through the SEC’s website.

Contacts

FOR: SIEBERT FINANCIAL CORP.
Investors and Media
Melissa Sheer
Kent Place Communications
melissa@kentplacellc.com
917-690-2199