|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
|
Washington, D.C. 20549 |
|
|
|
Form
|
|
(Amendment No. 1)
|
|
(Mark One) |
|
|
|
For the fiscal year ended: |
|
|
|
For the transition period from ___________to ___________ |
|
Commission file number
|
|
(Exact name of registrant as specified in its charter) |
|
|
|
|
|
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
|
|
(Address of principal executive offices) |
(Zip Code) |
|
( Registrant’s telephone number, including area code
| |
|
Securities registered pursuant to Section 12(b) of the Exchange Act: | |
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
|
|
The |
|
|
|
|
|
Securities registered under Section 12(g) of the Exchange Act: | ||
|
|
|
|
|
NONE | ||
|
(Title of class) | ||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
|
|
Large accelerated filer ☐ |
Accelerated filer ☐ |
|
|
Smaller reporting company | |
|
|
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The aggregate market value of the Common Stock held by non-affiliates of the registrant (based upon the last sale price of the Common Stock reported on the Nasdaq Capital Market as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2021), was approximately $
The number of shares of the registrant’s outstanding Common Stock, as of May 20, 2022, was
Documents Incorporated by Reference: None
EXPLANATORY NOTE
Siebert Financial Corp. (the “Company”) is filing this Form 10-K/A as Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”) that was filed with the Securities and Exchange Commission on March 30, 2022 for the purpose of correcting the report of the Company’s independent registered public accounting firm, Baker Tilly US, LLP (PCAOB ID
This Amendment does not reflect any subsequent events occurring after the original filing date of the Annual Report and does not modify or update in any way disclosures made in the Annual Report except to furnish the corrected independent registered public accounting firm’s report.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Siebert Financial Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of Siebert Financial Corp. & Subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income, changes in stockholders' equity and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
We have served as the Company's auditor since 2017.
March 30, 2022
EXHIBIT INDEX
|
Exhibit No. |
Description Of Document | ||
|
Certification of Andrew H. Reich pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*** | |||
|
| |||
|
*** Filed herewith | |||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the annual report on Form 10-K of Siebert Financial Corp. to be signed on its behalf by the undersigned, thereunto duly authorized.
|
SIEBERT FINANCIAL CORP. | ||
|
| ||
|
By: |
/s/ Andrew H. Reich | |
|
Andrew H. Reich | ||
|
Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Director (Principal executive, financial and accounting officer) | ||
|
| ||
|
Date: May 20, 2022 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the annual report on Form 10-K of Siebert Financial Corp. has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Name |
Title |
Date | ||
|
/s/ Andrew H. Reich |
Executive Vice President, Chief Operating Officer and |
May 20, 2022 | ||
|
Andrew H. Reich |
Chief Financial Officer, Secretary and Director (Principal executive, financial and accounting officer) | |||
|
| ||||
|
/s/ Gloria E. Gebbia |
Director |
May 20, 2022 | ||
|
Gloria E. Gebbia | ||||
|
| ||||
|
/s/ John J. Gebbia |
Director |
May 20, 2022 | ||
|
John J. Gebbia | ||||
|
| ||||
|
/s/ Charles Zabatta |
Director |
May 20, 2022 | ||
|
Charles Zabatta | ||||
|
| ||||
|
/s/ Francis V. Cuttita |
Director |
May 20, 2022 | ||
|
Francis V. Cuttita | ||||
|
| ||||
|
/s/ Jerry M. Schneider |
Director |
May 20, 2022 | ||
|
Jerry M. Schneider | ||||
|
| ||||
|
/s/Cynthia DiBartolo |
Director |
May 20, 2022 | ||
|
Cynthia DiBartolo |