UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 5, 2024, Siebert Financial Corp. (the “Company”) received a letter from Nasdaq Regulation, dated January 5, 2024, notifying it that because the Company has not held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end, it no longer complies with Nasdaq’s Listing Rules (the “Rules”) for continued listing, including Listing Rules 5620(a). Under the Rules, the Company has 45 calendar days to submit a plan to regain compliance, and if Nasdaq accepts the Company's plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end, or until June 28, 2024, to regain compliance. In determining whether to accept the Company’s plan, Nasdaq will consider such things as the likelihood that the annual meeting can be held within the 180 day period, the Company’s past compliance history, the reasons for the delayed meeting, other corporate events that may occur within Nasdaq’s review period, the Company’s overall financial condition and its public disclosures.
As previously disclosed in the Company’s Current Report on Form 8-K, filed December 20, 2023, on December 19, 2023, the Company entered into a Termination and Settlement Agreement with Kakaopay Corporation, Kakaopay Securities Corp., Muriel Siebert & Co., and certain Gebbia parties named therein, pursuant to which the parties mutually agreed to terminate the Second Tranche Stock Purchase Agreement entered into on April 27, 2023. Because the Second Tranche Stock Purchase Agreement was conditioned upon, among other things, shareholder approval of the agreement, prior to terminating the agreement, the Company postponed its Annual Meeting in anticipation of including at its next Annual Meeting a proposal relating to the Second Tranche Stock Purchase Agreement. As a result of the termination of the Second Tranche Stock Purchase Agreement, the Company is presently rescheduling in the ordinary course its Annual Meeting, which date will be provided to shareholders on further notice.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Report.
| Ex. No | Description of Exhibits | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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 thereunto duly authorized.
| Dated: January 12, 2024 | SIEBERT FINANCIAL CORP. | |
| By | /s/ John J. Gebbia | |
| John J. Gebbia | ||
| Chief Executive Officer | ||
| (Principal executive officer) | ||
| By | /s/ Andrew H. Reich | |
| Andrew H. Reich | ||
| Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Secretary | ||
| (Principal financial and accounting officer) | ||
2
Cover |
Jan. 05, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 05, 2024 |
| Entity File Number | 0-5703 |
| Entity Registrant Name | Siebert Financial Corp. |
| Entity Central Index Key | 0000065596 |
| Entity Tax Identification Number | 11-1796714 |
| Entity Incorporation, State or Country Code | NY |
| Entity Address, Address Line One | 653 Collins Avenue |
| Entity Address, City or Town | Miami Beach |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33139 |
| City Area Code | 212 |
| Local Phone Number | 644-2400 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock - $0.01 par value |
| Trading Symbol | SIEB |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |