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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): December 30, 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, 4th 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 1.01 Entry into a Material Definitive Agreement

On December 30, 2021, Siebert Financial Corp. (the “Company”) completed a purchase agreement (the “Agreement”) to acquire a commercial office building and associated property (the “Office Building”) located at 653 Collins Ave, Miami Beach, FL. The Office Building contains approximately 12,000 square feet of office space, which will be used as one of the primary operating centers for the Company. The seller of the property is City National Bank of Florida, a national banking association, as trustee under the provisions of a certain Trust Agreement, dated 22nd day of March, 1993 (the “Seller”). The Seller has no material relationship with the Company.

Pursuant to the terms of the Agreement, the Company’s obligation to close the acquisition of the Office Building was subject to customary closing conditions. The Agreement contains customary representations and warranties by the Seller.

The contract purchase price for the Office Building was $6,750,000, exclusive of customary real estate transaction costs. The Company funded the purchase price via approximately $750,000 of the Company’s cash, a loan agreement with Gloria E. Gebbia, and a loan agreement with East West Bank, which are summarized below.

On December 30, 2021, Gloria E. Gebbia, the Company’s principal stockholder, entered into a note agreement to lend the Company $2 million to finance part of the purchase of the Office Building. The annual interest rate is 4% which will be paid monthly. The note matures on 12/30/2022 and can be renewed at any time.

On December 30, 2021, the Company entered into a loan agreement with East West Bank for approximately $4 million to finance part of the purchase of the Office Building.

The Company’s obligations under the loan agreement are secured by a lien on the Office Building and the term of the loan is 10 years. The repayment schedule will utilize a 30-year amortization period, with a balloon on the remaining amount due at the end of ten years. The interest rate is 3.6% for the first 7 years, and thereafter the interest rate shall be at the prime rate as reported by the Wall Street Journal, provided that the minimum interest rate on any term loan will not be less than 3.6%. As part of the loan agreement, the Company must maintain a debt service coverage ratio of 1.4 to 1. The loan is subject to a prepayment penalty over the first five years which is calculated as a percentage of the principal amount outstanding at the time of prepayment. This percentage is 5% in the first year and decreases by 1% each year thereafter, with the prepayment penalty ending after 5 years.

Item 8.01 Other Items

A copy of the press release associated with the above is furnished with this Form 8-K as Exhibit 99.1.

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 Statements and Exhibits.

(d) Exhibits

Exhibit No.

      Description of Exhibit

 

104

Cover Page Interactive Data File (embedded with Inline XBRL document).

 

99.1

Press Release issued by Siebert Financial Corp., dated January 3, 2022.

 

10.20

Purchase Agreement, dated as of December 30, 2021, for 653 Collins Ave, Miami Beach, FL, between Siebert Financial Corp. and City National Bank of Florida, a national banking association, as trustee under the provisions of a certain Trust Agreement, dated 22nd day of March, 1993

 

10.21

Promissory Note, dated as of December 30, 2021, made by Siebert Financial Corp. in favor of Gloria E. Gebbia

 

10.22

Promissory Note and Loan and Security Agreement, dated as of December 30, 2021, between East West Bank and Siebert Financial Corp.

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 5, 2022

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)

Exhibit 99.1

 

Siebert Purchases Office Building in Miami

to Expand Key Operations

 

Siebert Financial Corp. (NASDAQ: SIEB) (“Siebert”), a provider of financial services, today announced that it has completed the purchase of an office building located at 653 Collins Avenue in Miami Beach, Florida. The purchase reflects Siebert’s ongoing commitment to expand in the Greater Miami area and the location will serve as the primary operations of RISE Prime (“RISE”), a division of RISE Financial Services, LLC, which specializes in offering a comprehensive suite of prime brokerage services aligned with the growing mission-driven Environmental, Social and Governance (“ESG”) initiatives of institutional investors.

 

653 Collins Avenue, built in 1940, spans approximately 12,000 square feet and is strategically located two blocks from 5th Street/MacArthur Causeway which connects Miami Beach to Downtown Miami. The purchase strengthens Siebert’s presence in the Greater Miami area following the opening of Siebert’s office in Miami approximately three years ago.

 

“The purchase of 653 Collins Avenue demonstrates our commitment to supporting our strategic partners that have expanded their presence to South Florida while positioning Siebert to have further geographical reach,” said Gloria E. Gebbia, controlling shareholder and Board member of Siebert. “Siebert will continue to build on the company’s legacy and core values while modernizing our offerings and geographic footprint to meet the ever-changing needs of our customers.”

 

Cynthia DiBartolo, CEO of RISE Financial Services, LLC and Board member of Siebert commented, “As a diverse and mission-driven prime brokerage firm, RISE Prime remains focused on being a best-in-class prime brokerage partner that understands crucial accountability with respect to DEI and that is clearly aligned with the ESG missions of our clients. Opening the primary operations of RISE Prime in Miami will provide valuable services to the growing diverse investor community in this region and serves as a beacon for women and minorities to pursue impactful financial services careers in this vibrant city. Our investment further signifies our long-term commitment and confidence in the brilliant future of this region.”

 

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, Rise Financial 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 RISE Financial Services, LLC

 

To learn more about RISE Financial Services, LLC and RISE Prime, please visit www.RISEprimeservices.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 judgment 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 Contact

Alex Kovtun and Matt Glover

Gateway Group, Inc.

949-574-3860

sieb@gatewayir.com

 

 

Exhibit 10.20

 

 
 

 

 
 

 

 
 

 

 

 

 

 
 

 

 
 

 

 
 

 

 

Exhibit 10.21

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.

 

 

 

4% Promissory Note

 

$2,000,000 As of December 30, 2021

 

FOR VALUE RECEIVED, Siebert Financial Corp., Inc., a New York corporation (the "Company") with its principal executive office at 535 Fifth Avenue, New York, NY 10017, promises to pay to the order of Gloria E. Gebbia, or her assigns (the "Holder") the principal amount of two million dollars ($2,000,000) (the "Principal Amount") in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Interest on this note (the "Note") shall accrue on the Principal Amount outstanding from time to time at a rate per annum computed in accordance with, and shall be payable as provided in, Section 2 hereof. Nothing in this paragraph shall be construed as the consent by the Holder of this Note to any action otherwise prohibited by the terms of this Note or as a waiver of any such prohibition.

 

1. Note Issuance. This Note is issued by the Company in connection with the purchase of a commercial office building and associated property located at 653 Collins Ave, Miami Beach, FL on December 30, 2021. Capitalized terms used in this Note and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

 

2. Payment of the Note.

 

A.  Principal and Interest Payments. The Principal Amount and all accrued and unpaid interest and any other amounts payable pursuant to this Note shall be paid by the Company to the Holder on December 30, 2022.

 

B.  Interest Rate. The outstanding Principal Amount shall bear interest at the rate of four (4.0%) percent per annum calculated on the basis of a 360 day year.

 

C.  Payment. Each payment by the Company pursuant to this Note shall be made without set-off or counterclaim and in immediately available funds. If any payment due date falls on a day that is not a Business Day, then the payment shall be due and payable on the next following Business Day. For purposes of this Note, "Business Day" means any day that is not a

 

 

Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of New York.

 

 

3. Prepayment. All or any portion of the Principal Amount may be prepaid by the Company at any time or from time to time.

 

4. Events of Default; Default.

 

A. The term "Event of Default" shall mean any of the following events:

 

(i) Non-Payment of Obligations. The Company shall default in the payment of the Principal Amount or accrued interest on this Note when and as the same shall become due and payable, whether by acceleration or otherwise and such failure shall not be remedied within ten (10) calendar days of the applicable due date; or

 

(ii) Bankruptcy. Insolvency. etc. The Company shall:

 

(a)  generally fail or be unable to pay, or admit in writing its inability to pay, its debts as they become due;

 

(b)  apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Company or any of its property, or make a general assignment for the benefit of creditors;

 

(c)  in the absence of such application, consent or acquiesce in, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Company or for any part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged within thirty (30) days;

 

(d)  permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy, insolvency or comparable law, or any dissolution, winding up or liquidation proceeding, in respect of the Company, and, if such case or proceeding is not commenced by the Company or converted to a voluntary case, such case or proceeding shall be consented to or acquiesced in by the Company or shall result in the entry of an order for relief or shall remain for sixty (60) days undismissed; or

 

(e)  take any corporate action authorizing, or in furtherance of, any of the foregoing.

 

B. Action if Bankruptcy, Insolvency. etc. If any Event of Default described in clause (ii) of Section 4A shall occur, the outstanding Principal Amount of this Note together with all interest accrued thereon and all other obligations hereunder shall automatically be and become immediately due and payable, without notice or demand.

 

 

 

C. Action if Other Event of Default. If any Event of Default described in clause (i) of Section 4A shall occur for any reason, and be continuing, the Holder may, upon notice to the Company, declare all or any portion of the outstanding Principal Amount of the Note together with interest accrued thereon and any oral! other obligations hereunder to be due and payable, whereupon the frill unpaid Principal Amount (or any portion thereof so demanded), such accrued interest and any and all other such obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand, or presentment.

 

5. Amendments Waivers Severability.

 

A. Amendments.

 

(i) The provisions of this Note may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Company and Holder.

 

B. Waivers.

 

(i) No failure or delay on the part of Holder in exercising any power or right under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Company, in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by Holder shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

 

(ii) The Company hereby waives presentment for payment, demand, notice of nonpayment, notice of dishonor, protest of any dishonor, notice of protest and protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note and shall pay all costs of collection, when incurred, including, without limitation, reasonable attorney's fees, costs and other expenses.

 

C. Severability. The unenforceability or invalidity of any provision of this Note shall not affect the enforceability or validity of any other provision of this Note and the invalidity or unenforceability of any provision of this Note to any person or circumstance shall not affect the enforceability or validity of such provision to any other persons or circumstances.

 

6. Miscellaneous.

 

A.    Parties in Interest. All covenants, agreements and undertakings in this Note binding upon the Company or Holder shall bind and inure to the benefit of the successors and permitted assigns of the Company and Holder, respectively, whether so expressed or not.

 

 

 

B.     Governing Law; Consent to Forum. This Note shall be governed exclusively by the laws of the State of New York without giving effect to any choice of law rules thereof.

 

C. Waiver of Jury Trial. THE HOLDER AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE HOLDER OR THE COMPANY.

 

 

[Remainder of page intentionally left blank]

 

 

 

IN WITNESS WHEREOF, this Note has been executed and delivered on the date specified above by the duly authorized representative of the Company.

 

 

Siebert Financial Corp., Inc., a New York corporation

 

 

 

 

  By: /s/ Andrew Reich
    Name: Andrew Reich
    Title: CFO

 

 

 

 

AGREED AND ACCEPTED:

 

 

 

 /s/ Gloria E. Gebbia           

Gloria E. Gebbia

 

 

Exhibit 10.22