8-K - SIEB - Equibles

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): August 23, 2021

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) | | 535 Fifth Avenue, 4^th^ Floor, New York, NY | 10017 | | --- | --- |

| (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 8.01 Other Events

On August 23, 2021, Siebert Financial Corp. (the “Company”) issued a press release announcing a non-binding letter of intent between the Company and Tigress Holdings, LLC, a Delaware limited liability company (“Tigress Holdings”). The letter of intent memorializes the parties’ intention to enter into definitive written agreements pursuant to which (i) Tigress Holdings will transfer to the Company limited liability company membership interests representing twenty-four percent (24%) of the outstanding membership interests in Tigress Financial Partners, LLC, a Delaware limited liability company (“Tigress Financial”); and (ii) the Company will transfer to Tigress Holdings limited liability company membership interests representing twenty-four percent (24%) of the outstanding membership interests of the Company’s wholly-owned subsidiary WPS Prime Services, LLC, a Delaware limited liability company (“WPS Prime”) and such number of shares of the Company’s common stock that shall represent an amount equal to the difference between the parties’ agreed valuation of Tigress Financial and WPS Prime.

The proposed transaction is subject to acceptable results and completion of due diligence reviews by each of the parties; approval of all necessary regulatory agencies, including the Financial Industry Regulatory Authority (“FINRA”); compliance with all applicable laws; and negotiation and execution of the definitive agreements.

A copy of the press release is furnished with this Form 8-K as Exhibit 99.1 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. Forward-looking statements include statements regarding the impact of disruptions to the Company’s operations caused by the COVID-19 pandemic. Such forward-looking statements are based on the Company’s current expectations and assumptions regarding capital market conditions, our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the impact of the COVID-19 pandemic on the Company and the United States and global financial markets and economies as a whole. 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 regarding COVID-19, 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 Statementsand Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Siebert Financial Corp., dated August 23, 2021.
99.2	Letter of intent between Siebert Financial Corp. and Tigress Holdings, LLC, dated August<br> 23, 2021
104	Cover Page Interactive Data File (embedded with Inline XBRL document).

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: August 25, 2021	SIEBERT FINANCIAL CORP.
By /s/ Andrew<br> H. Reich
---
Andrew H. Reich
Executive Vice President, Chief Operating
Officer, Chief Financial Officer, Secretary
and Director (Principal executive, financial
and accounting officer)

Siebert To Acquire Stake in

Leading Diversity Broker, Tigress Financial Partners

- Siebert to Purchase 24% of Tigress FinancialPartners

- Tigress Financial Partners to Receive 24% ofSiebert’s Subsidiary WPS Prime Services and Shares of Siebert Common Stock

- Incredible Partnership to Build Upon Siebert’sLegacy While Supporting Strategic Partners in Building Diversity Initiatives

- Tigress Financial Partners’ Cynthia DiBartoloto Join Siebert’s Management Team at Close of Transaction

New York, August 23, 2021 – SiebertFinancial Corp. (NASDAQ: SIEB) (“Siebert”), a provider of financial services, today announced that it has signed a non-binding letter of intent with Tigress Holdings, LLC whereby Siebert will purchase 24% of the outstanding membership interests in Tigress Financial Partners (“Tigress”). Tigress is the nation's only disabled and woman-owned financial services firm providing institutional and high net worth investors with expertise in investment banking, capital markets, research, corporate advisory and global trade execution services, asset management and global wealth management.

In exchange, Tigress will receive 24% of the outstanding membership interests in Siebert’s subsidiary WPS Prime Services, LLC (“WPS Prime Services”) and shares of Siebert common stock. Cynthia DiBartolo, Esq., the founder and CEO of Tigress, will join Siebert’s management team at the close of the transaction. The transaction has been approved by the Boards of both companies and is expected to close by the third quarter of 2021, subject to additional due diligence and customary closing conditions. Financial terms were not disclosed.

Incredible Partnership toBuild Upon Siebert’s Legacy

“We identified a perfect alignment between Siebert and Tigress in July 2021 when Tigress became the nation's first disabled and woman-owned floor broker and member of the NYSE in the Big Board's 229-year history,” said Gloria E. Gebbia, controlling shareholder and board member of Siebert, the parent of WPS Prime Services. “Muriel Siebert & Co., Inc. was founded in 1967 by the first woman member of the NYSE, Muriel Siebert, and has been in business longer than any other discount brokerage firm. The investment in Tigress represents our collaboration with the ideal partner to continue to build on Muriel Siebert’s legacy and our company’s core values as it expands our platform and distribution capabilities while enhancing our current relationships with vendors and partners. We are excited to welcome Cynthia DiBartolo to the Siebert family and look forward to partnering on initiatives to bring true equality to women and disabled populations on Wall Street.”

Cynthia DiBartolo commented, “Diversity and inclusion is a key component of our mission, and we are thrilled to partner with Siebert on this transaction. This partnership aligns two key broker-dealers on Wall Street that have a shared culture and mission of advancing diversity, equality and measurable impact within the financial services industry. Prime brokerage remains a key growth opportunity for Tigress due to the increased demand for critical diversity accountability. WPS Prime Services has complementary capabilities and relationships to our existing offerings that we look to expand over time.”

Supporting Strategic Partnersin Building Diversity Initiatives

In this growing ESG environment, the investment in Tigress reinforces Siebert’s commitment to diversity and inclusion while continuing to align with the goals of its strategic partners. The alternative investment industry now places a higher bar on diversity, inclusion and equality of opportunity as a result of the growing demand for critical diversity accountability, which is no longer limited to transparency of diversity of ownership, leadership and workforce of money managers, but extends to the use and engagement of diverse professional suppliers. WPS Prime Services holds prime clearing relationships with Goldman Sachs and Pershing which have both been very public in their proactive efforts to advance diversity, equity, inclusion and impact across the financial services industry.

Similarly, Tigress takes great pride in being a strategic diversity partner to corporate issuers, bookrunners, hedge funds and private equity firms. Earlier this year, StoneX Group Inc., a Fortune 100 company, recognized the strength of the Tigress brand and selected Tigress as a strategic diversity partner and made an investment in the firm. This investment and partnership provide Tigress additional access to state-of-the-art infrastructure, global financial products, and the most expansive global distribution platform in the diversity broker-dealer sector.

Background on Cynthia DiBartolo

Cynthia has over 35 years of experience in finance, sales, legal, and risk management. Under Cynthia’s leadership, Tigress has evolved into a premier registered full-service broker-dealer providing services in capital markets underwriting, investment banking, equity research, global debt and equity securities sales and trading, and investor services including global wealth management and asset management. As part of her mission, Cynthia has undertaken the responsibility of expanding opportunity for women and the disabled in the world of banking and finance, becoming a recognized voice with respect to advancing equality of opportunity in the financial services sector. She has been appointed to and serves on a number of boards in relation to her personal and professional career including but not limited to: Chairperson of the Rainbow PUSH Coalition Steering Committee for Financial Services; Founder & Chairperson of the Diversity Broker-Dealer & Asset Management Coalition; Chairperson of the Greater New York Chamber of Commerce; Vice President of the Women's Syndicate Association; Board of Consultors for Villanova University, Charles Widger School of Law

and is a strategic advisor to Wanda Durant and the Durant Center committed to empowering women and the underserved in black and brown communities through financial literacy. She received a Bachelor of Arts in Political Science and Theatre from Wagner College and earned a Juris Doctorate from Villanova University, School of Law.

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 United States or elsewhere.

About Siebert Financial Corp.

Siebert Financial Corp. is a holding company that conducts its retail 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. Siebert 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 conducts operations through its wholly-owned subsidiary, Siebert Technologies, LLC., a developer of robo-advisory technology. Siebert also offers prime brokerage services through its fifth wholly-owned subsidiary, WPS Prime Services, LLC, a broker-dealer registered with the SEC. Siebert is headquartered in New York City with offices throughout the continental U.S. More information is available at www.siebert.com.

About Tigress Financial Partners

Tigress Financial Partners is the nation’s only disabled and woman-owned financial services firm providing institutional and high net worth investors with expertise in investment banking, capital markets, research, corporate advisory and global trade execution services, asset management and global wealth management. Tigress Financial Partners LLC is a national certified Woman-Owned Business Enterprise, Member FINRA, SEC and MSRB. For further information about Tigress Financial Partners, please visit: www.tigressfp.com.

Forward-Looking Statements

The statements contained in this press release, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of our management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q.

We caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise, except to the extent required by the federal securities laws.

Investor Relations

Alex Kovtun and Matt Glover

Gateway Group, Inc.

949-574-3860

sieb@gatewayir.com

Siebert<br>Financial Corp.<br><br>4141 NE 2^nd^ Avenue, Suite 201<br>Miami, FL 33137

August 23, 2021

CONFIDENTIAL

Tigress Holdings, LLC 410 Park Avenue

12^th^ Floor

New York, NY 10022

Attn: Cynthia D. DiBartolo, CEO

Re:	Letter of Intent for Transactions between Siebert Financial Corp. and Tigress Holdings, LLC

Dear Cynthia,

We are pleased to submit this Letter of Intent (this “LOI”) in connection with a potential exchange of membership interests, described below (the “ProposedTransactions”) in the respective limited liability companies of Tigress Holdings, LLC, a Delaware limited liability company (“Tigress Holdings”) and Siebert Financial Corp., a New York corporation (“Siebert Financial”), (each a Party and collectively, the Parties).

The terms of this LOI will serve to establish the framework for due diligence and further negotiations in order to achieve a definitive written agreement consistent with the terms of this LOI, including any related necessary and appropriate ancillary agreements (the “Definitive Agreements”). Except as provided in the paragraphs of this LOI under the heading “Binding Provisions” (the “Binding Provisions”), Tigress Holdings and Siebert Financial are executing this LOI without any intent to incur any liability or other obligation thereby and a binding agreement or contract will not be deemed to have been entered into by such persons with respect to the Proposed Transaction unless and until the Definitive Agreements have been duly executed and delivered by each party thereto.

NON-BINDING PROVISIONS

Based upon the information currently known to the Parties, the Definitive Agreements would contain the following terms:

(I) Tigress Holdings will transfer to Siebert Financial limited liability company membership interests representing twenty-four percent (24%) of the outstanding membership interests in Tigress Financial Partners, LLC, a Delaware limited liability (“Tigress Financial”) (the 24% outstanding membership interests in Tigress Financial, hereinafter, “TigressFinancial Membership Interests”); and

(II) Siebert Financial will transfer to Tigress Holdings limited liability company membership interests representing twenty-four percent (24%) of the outstanding membership interests of WPS Prime Services, LLC, a Delaware limited liability (“WPS Prime”) (the 24% outstanding membership interests in WPS Prime, hereinafter, “WPS Prime Membership Interests”) and such addition consideration as set forth below.

The terms and conditions of this transaction (the “Proposed Transaction”) will be incorporated into the Definitive Agreements to be executed by Tigress Holdings, Tigress Financial, Siebert Financial and WPS Prime. Such terms and conditions shall include, among other things, the following:

1. Purchase Price. Tigress Holdings will sell the Tigress Financial Membership Interests to Siebert Financial at the price (the “Purchase Price”) set forth herein at the closing of the Proposed Transaction (the “Closing”). The Purchase Price for the Tigress Membership Interests will be paid in the following manner:

(a) at Closing, Siebert Financial will transfer to Tigress Holdings the WPS Prime Membership Interests;

(b) at Closing, Siebert Financial will issue to Tigress Holdings such number of shares of its common stock, $0.01 per share (“Siebert Shares”) that shall represent an amount equal to the difference between the Parties’ agreed valuation of Tigress Financial and WPS Prime;

2. Conditions to the Proposal. The Proposed Transaction is subject to the occurrence of the following: (i) acceptable results and completion of due diligence reviews by each of the Parties; (ii) approval of all necessary regulatory agencies, including the Financial Industry Regulatory Authority (FINRA); (iii) compliance with all applicable laws; and (iv) negotiation and execution of the Definitive Agreements, noncompetition, non-solicitation, and non-disclosure agreement, and other related agreements among Tigress Holdings, Tigress Financial, Siebert Financial, and WPS Prime. The Definitive Agreements will contain standard terms and conditions for a transaction of this size and type including, representations and warranties, indemnification provisions and conditions to Closing.

BINDING PROVISIONS

1. Ordinary Course. From and after the Signing Date (defined below) until the Termination Date (defined below), the Parties agree to conduct their business in the ordinary course, consistent with past practice.

2. Due Diligence and Access. Through the Termination Date, subject to mutually agreed procedures and timing, the Parties will each have reasonable access during regular business hours to complete their respective due diligence reviews. Tigress Financial and WPS Prime will permit the Parties and their respective representatives (including third party due diligence service providers), reasonable access to all of the facilities, properties, books, records, contracts, commitments, employees and customers for the purpose of completing such investigations as the Parties may desire. The Parties agree to conduct their respective due diligence reviews in a manner that will not unreasonably interfere with the other’s business and

operations or unreasonably jeopardize the confidentiality of the Proposed Transaction and related discussions.

3. Confidentiality. The Parties agree that all documents delivered pursuant to this Letter of Intent, the subject matter of this Letter of Intent and all negotiations with respect to the transactions contemplated hereby will remain confidential, except that both Parties shall be permitted to disclose such information to those parties who are required to know the same and bound by restrictions regarding the disclosure and use of such information (either contractual, legal, or fiduciary), such as employees, consultants and attorneys of the Parties, or any disclosure required by law or process of a court or administrative agency.

4. Expenses. Each party will be liable for its respective expenses incurred in connection with the preparation and review of this LOI, negotiating and drafting of the Definitive Agreements and related documents and completion of the Proposed Transaction, including, without limitation, the costs of due diligence investigation and the fees and expenses incurred in connection therewith.

5. Miscellaneous Binding Provisions. These Binding Provisions constitute the entire agreement between the Parties with respect to the subject matter thereof and supersede all prior or contemporaneous oral or written agreements or understandings between the Parties. The Binding Provisions may be amended or modified only in writing executed by the Parties. This LOI and the Binding Provisions shall be governed by and construed in accordance with the internal laws of the State of New York and be subject to sole and exclusive jurisdiction of the Federal and State courts in New York City, State of New York, United States of America and the Company consents to the jurisdiction of such courts and waives all objections to venue. This LOI may be executed in counterparts, which when taken together will constitute one and the same instrument. The exchange of copies of this LOI and of signature pages by electronic mail shall constitute effective execution and delivery of this LOI as to the Parties and may be used in lieu of the original LOI for all purposes. Signatures of the Parties transmitted by electronic mail shall be deemed to be their original signatures for all purposes. Notwithstanding any provision in this Section 5, any non-disclosure or confidentiality agreement between the Parties or their affiliates shall be enforceable.

6. Termination. This LOI shall be effective from and after the date this LOI is last signed by both Parties (the “Signing Date”). This LOI, and the Binding Provisions (subject to the last sentence of this Section6), shall terminate upon the first to occur of: (i) the unilateral written notice to that effect by either Party (ii) the execution of the Definitive Agreements; or (iii) such later date mutually agreed to in writing between the Parties (the “Termination Date”). The termination of this LOI and the Binding Provisions will not affect the liability of a Party for breach of any of the Binding Provisions prior to such termination. Upon termination of this LOI and the Binding Provisions, the Parties shall have no further obligations hereunder except that the provisions of Sections 3, 4 and 5 of these Binding Provisions, and the obligations of the Parties thereunder shall survive any such termination.

7. Exclusivity. The Parties acknowledge that each will expend considerable effort and incur considerable expense to conduct the due diligence described above and to prepare the documentation necessary to consummate this transaction. The Parties agree

that they will not (and will not authorize or permit any of the officers, directors, managers, employees, representatives or agents of Tigress Financial, on the one hand, and WPS Prime, on the other hand) to solicit, initiate or participate in any discussions with third parties regarding, consider or accept offers from third parties for, the purchase and sale of Tigress Financials’ or WPS Prime’s assets or for any other transaction which would or is likely to render the Proposed Transaction not possible or commercially impracticable until the earlier of 45 days from the Signing Date or termination of this LOI pursuant to the terms of Section 6 herein.

8. No Obligations. Nothing in this LOI or in prior discussions, correspondence or documentation shall be construed as an obligation of any of the Parties hereto to proceed with the Proposed Transactions. Unless and until the Definitive Agreements are entered into regarding the Proposed Transactions, neither Party will be under any legal obligation whatsoever to consummate the Proposed Transactions. The Parties further agree that each Party shall be free for any reason to withdraw from discussions and not consummate the Proposed Transactions, without obligation or liability to any other party, other than with respect to breaches of the express terms of any of the Binding Provisions prior to such termination.

9. Approvals. The Parties’ consummation of the transaction contemplated by this Letter of Intent shall be subject to and contingent upon each Party obtaining all necessary corporate board and/or committee approvals prior to the Closing.

10. Regulatory Approvals. The Parties understand and agree that the contemplated transactions and the Definitive Agreements may be subject to regulatory approval and agree to operate in good faith to address the regulatory requirements diligently and expeditiously.

[SIGNATURE PAGE TO FOLLOW]

If the terms and conditions of this LOI are acceptable to Tigress Holdings and Tigress Financial, please so indicate by executing a copy of this Letter of Intent and returning it to the undersigned not later than 5:00 p.m. (Eastern Daylight time) on August 23, 2021. If an executed counterpart of this Letter of Intent is not returned to the undersigned by that date, this Letter of Intent will be null and void and of no further effect.

Very truly yours,

SIEBERT FINANCIAL CORP.

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

AGREED AND ACCEPTED TO:

TIGRESS HOLDINGS, LLC

By:	/s/ Cynthia D. DiBartolo	Dated: August 25, 2021
	Cynthia<br>D. DiBartolo
	Chief Executive Officer