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):   January 18, 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

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
 
StockCross Share Repurchase
 
On January 18, 2019, Muriel Siebert and Co., Inc., a Delaware corporation (“MSCO”), a wholly-owned subsidiary of Siebert Financial Corp., a New York corporation (NASDAQ: SIEB ) (the “Company”), tZERO Group, Inc., a Delaware corporation (“tZERO”), and StockCross Financial Services, Inc., a Massachusetts corporation (“StockCross”), entered into a Stock Repurchase Agreement (the “Agreement”), pursuant to which MSCO and StockCross acquired (the “Acquisition”) from tZERO 922,875 and 553,725 shares, respectively (a total 1,476,600 shares of common stock of StockCross), for consideration of $3,665,625 and $2,199,375, respectively (a total of $5,865,000), paid in cash at the closing of the Acquisition.
 
The shares were previously acquired by tZERO in Q4 of 2017 from StockCross. According to a Schedule 13G filed February 16, 2018, tZERO is an owner of approximately 5% of the outstanding shares of the Company.
 
The Company’s board of directors unanimously approved the acquisition of 15% of the equity of StockCross.
 
StockCross is a clearing broker-dealer that has many business lines. StockCross serves as a clearing broker for MSCO, on a fully disclosed basis. The Company and StockCross are affiliated entities through common ownership.
 
According to a Schedule 13D filed December 28, 2018, Gloria E. Gebbia and other members of the Gebbia family control approximately 64% of the issued and outstanding common stock of the Company. Gloria E. Gebbia is a member of the Company’s Board of Directors and she, along with other members of the Gebbia family, control StockCross.
 
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 2.01 Completion of Acquisition or Disposition of Assets.
 
To the extent required by Item 2.01 of Form 8-K, the disclosure regarding the Agreement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

Item 7.01. Regulation FD Disclosure.
 
On January 25, 2019, the Company issued a press release announcing the completion of the Acquisition. 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 to   publicly 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.
 
(a) Financial statements of businesses acquired.
 
The Company will file the financial statements required by Item 9.01(a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
 
(b) Pro forma financial information.
 
The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
 
(d) Exhibits
 

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:  January 25, 2019

 

By:

/s/ Andrew H. Reich


    Andrew H. Reich


EVP, Chief Operating Officer, Chief Financial Officer

and Secretary

Exhibit 99.1
 

 
STOCKCROSS SHARE REPURCHASE AGREEMENT
 

This StockCross Share Repurchase Agreement (as amended from time to time , this "Ag reement ") dated as of January 18 , 2019 (this “Agreement"), is by and among tZERO Group, Inc ., a Delaware corporation ("t ZE RO " ) , StockCross Financia l Ser vices, Inc. , a Ma ssac husetts corporation (" St ockCross ") and Muriel Siebert & Co . , Inc., a Delaware Corporation (" Sie bert ") .
 
StockCross and Siebert are sometimes referred to in this Agreement together as the " Purchasing Parties " or each indi vidually as a " Purchasing Party. " tZERO, StockCross, and Siebert are sometimes referred to in this Agreement together as the " Parties " or each individuall y as a " Party. "
 
In consideration of the agreements contained herein and such other considerat i on , the receipt and sufficiency of which are hereby   acknowledged , the Parties , intending to be legall y bound , hereby agree as follows:
 
ARTICLE I. DEFINITIONS

I.              Capitalized words used , but not otherwise defined in thi s Agreement, shall be defined as follows:
 
 
StockCross Designees:  
One or more persons d es ignated by StockCross at lea s t 5 bu s iness days prior to Closing th a t are rea so nabl y acceptab l e to tZERO .
 
 
 
 
StockCross Shares:
1 , 476 , 600 shares of common stock, par va lue $0 . 0016 per share, of StockCross.

ARTICLE II. SHARE REPURCHASE

2.
Repurchase of StockCross Share s . At the Closing (as defined below) , tZERO shall se ll 62.5% of the StockCross Shares to Siebert and the remaining 37.5% of the StockCross Shares to StockCross or StockCross Designee s and, as consideration therefore , Sieb e rt s hall pa y or cause to be paid to tZERO an aggregate purcha se price equal to $3 , 665 , 625 (the " Siebert Share Repurchase Price " ) and StockCros s s hall pa y or cause to be paid to tZERO an aggregate purchase price equal to $2,199 , 375 (the " StockCross Share Repurchase Price " ) for a total of $5 , 865 , 000 ( the "T otal Share Repurchase Price ”).

3.
Payment of the StockCross Share Repurcha se Price.   At the Closing, StockCross s hall pay , or cause to be paid , to tZ E RO the StockCross Share Repurchase Price by wire   transfer of immediatel y availab l e fund s to the account s pecified in writing by tZERO.
 
4.
Payment of the Siebert Share R e purcha se P rice.   At the C losing , Siebert s hall pa y, or c a u se to be paid, to tZ E RO th e Siebert Share Repurcha se Price by wire transfer of immediatel y available fund s to th e account specified in writing b y tZERO.
5.
StockCross Stock Power. At the Closing, tZERO shall deli ver to Siebert and StockCross, duly executed Irrevocable Stock Powers for the transfer of their respective StockCross Shares (in the form attached hereto as Exhibit A (each a "StockCross Stock Power")), together with ( i) the original stock certificates with resp ec t to the StockCross Shares or (i i) an affidavit of tZERO that the original stock certificate has been lo st, irreparably mutilated or destroyed .

6.
Closing. The clo si ng of the share repurchases contemplated by this Agreement (t he "C losin g") shall be at the time and on the date mutu a ll y agreed upon by tZERO and the Purchasing Parties, and may be on the date of this Agreement.

7.
Representations and Warranties of StockCross and Siebert . The following repres e ntations and warranties are hereby made by each of the Pur c h as ing Parties:

(a)
Authority, Validity and Effect. Such Purchasing Party has all requi site authority and full legal capacity to enter into and perform it s obligations under this Agreement and to consummate the transactions contemplated herein and therein. This Agreement ha s be en duly executed and delivered by such Purchasing Party pursuant to all necessary au thori zat ion and is the l egal, valid and binding obligation of such Purchasing Party , enfo rceable against such Purchasin g Party in accordance with its terms, s ubject to applicable bankruptcy , insolvency , reorganization, moratorium, liquidation, fraudulent conveyance and other similar law s and principles of equity affecting creditors' rights and remedies ge ner a ll y .

(b)
No Conflict: No Consen ts.   Ne ith er the execution and delivery of this Agreement nor the consummation of any or a ll of the contemplated transactions will (a) violate any provision of the Operating Agreement or other gove rnin g instrument of the Purchasing Party , or (b) violate , be in conflict with, o r constitute a default (o r an event which , with the notice or l apse of tim e or both , would constitute a d efault) under a n y agreeme nt or commitme nt to which such Purchasin g Party is a party or (c) v iolat e any statute or l aw or any judgment, decree, order , regulation or rule of any court or other governmenta l body app lic ab le to such Purchasing Party or any StockCross Designee. No consent , novation, approva l , authorization, qualification , waiver , registration or notification required to be obtained from , filed with or delivered to a governmental aut hori ty or any other person or entity in connection with the co n summation of the transactions provided for herein , is required in connection with the exec u tion and delivery by s uch Purchasing Party of this Agreement, or the consummation of the transactions contemplated hereby or thereby , including the transfer , to the extent app licabl e , of any StockCross Shares to any Stock Cross Design e e.
 
ARTICLE III. MISCELLANEOUS

8.
Representations and Warranti e s of tZERO . T h e fo llo w in g representations a nd   warrant i es are hereby made by tZERO:

(a)
Author i ty, Validity and E ffect . tZERO has a ll r equisite authority and full le g al capacity to ente r into and perform it s obligations under th i s Agreement , the StockCross
Stock Powers and to consummate the transactions contemplated herein and therein. This Agreement and the StockCross Stock Powers has been duly executed and delivered by tZERO pursuant to all necessary authorization and are the legal, valid and binding obligation of tZERO, enforceable against tZERO in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and principles of equity affecting creditors' rights and remedies generally.
 
(b)
No Conflict; No Consents.   Neither the execution of thi s Agreement or the Stock Cross Stock Powers , nor the performance by tZERO of its obligations hereunder , will result in the creation or imposition of any Lien with respect to , or otherwise ha ve an adverse effect upon, the StockCross Shares. No consent, novation, approval , authorization, qualification, waiver, registration or notification required to be obtained from, filed with or delivered to a governmental authority or any other person or entity in connection with the consummation of the transactions provided for herein, is required in   connection with the execution and delivery by tZERO of this Agreement or the StockCross Stock Powers , or the consummation of the transactions contemplated hereby or thereby.

(c)
Title . The StockCross Shares are held by tZERO free and clear of any Liens . Upon the consummation of the transactions contemplated b y this Agreement in accordance with the terms hereof , the Purchasing Parties , as applicable, will acquire good and valid title to their respective StockCross Shares , free and clear of all Liens .

9.
Heading; Counterparts . The headings contained in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement,   nor shall they affect its meaning,   construction or effect. This Agreement may be executed in separate counterparts by the Parties (including electronically-transmitted counterparts), each of which will be deemed an original , but both of which together constitute one and the same instrument.

10.
Severability . In the event that any provision of this Agreement or the application of any provision hereof is dec l ared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the legality, val idity and enforceabili ty of the remaining pro v isions of this Agreement will not be affected or impaired.

11.
Waiver. Compliance with the provisions of this Agreement ma y be waived only by a written i nstrument specifically referring to this Agreement and sig ned by the Party waiving compliance. No course of dealing , nor any failure or dela y in exercising any right , shall be construed as a waiver, and no single or partial exercise of a ri g ht shall preclude an y other or further exercise of that or any other right.

12.
Entire Agreement. This Agreement and the StockCross Stock Powers are the exclusive statements of the agreement among the Parties concerning the subject matter in this Agreement. There are no representations,   warranties, covenants , understandings or agreements , oral or otherwise , relating to the subject matter of this Agreement, other than those i ncluded herein.
13.
Survival of Representat io ns and Warranties, Etc . All representations, warranties, covenants and undertakings set forth in this Agreement will survive the execution and delivery of this Agreement and the closing and the consummation of the transactions contemplated by this Agreement.

14.
No Assignment. The rights and obligations of the Parties under this Agreement may not be assigned without the prior written consent of the other Parties.

15.
Third Party Beneficiaries . Nothing in this Agreement is intended or will be construed to confer on any person or entity other than the Parties or their successors and permitted assigns any rights or benefits under this Agreement.

16.
Confidentiality . Each Party agrees for itself, and on behalf of its affiliates and representatives (i) to maintain all information relating to this Agreement in strict confidence; (ii) not to disclose such information to any third parties, and (iii) not to use any such information for any purpose except in connection with any decision related to this Agreement , except in each case, to the extent required by applicable law. Nothing herein shall prevent any Party hereto from revealing publicly such information as may in the opinion of such Party's counsel be required to be disclosed under applicable federa l securities laws or any other applicable law or regulation, provided that the disclosing Party shall , to the extent practicable , provide any proposed disclosure to the non-disclosing Party and provide such non-disclosing Part y with a reasonable opportunity to review and comment upon such disclosure prior to its public disclosure.

17.
Publicity; Non-Disparagement. Neither Party shall issue , without consent of the other Party , any press release or make any public announcement with respect to this Agreement. Additionally, the Parties shall not disparage or otherwise communicate negative statements or opinions about another Party to this Agreement, regardless of the veracity of such statements or opinions.

18.
Governing Law. This Agreement will be construed and enforced in accordance with and governed by the laws of the State of New York.

19.
Mutual Relea se.   By execution of this Agreement, except as set forth in the final sentence of this section , each Party for itself and for each of its past , present and future successors, predecessors , heirs , executors, administrators, assigns , dependents , affiliates , subsidiaries , successors, officers , directors , principals, employees , attorneys, members, equity holders , debt holders , consultants, principals managers , advisors, limited partners , general partners, advisors, sub-advisors, insurers or assigns (as to a Party , such above persons are collectively defined as such Party ' s "Related Persons "), hereby expressly and irrevocably releases and discharges the other Party and its Related Persons , from all actions, cause of action, suits, debts , dues , sums of money , accounts , reimbursement s, reckonings , bonds , bill s, specialties, covenants, contracts , controversies, agreements , promises, variances , tre spasses, damages , judgments , extents, executions, claims, and demands whatsoever , in law , admiralty , equity or otherwise (" Claims " ), that any Party or its Related Persons ever had , now has or herea fter   can , shall or m ay, have for , upon , or by reason of any matter, cause or thin g whatsoever, whether or not known or unknown , from the beginning of t h e world to and through the date of the
Agreement against the other Party or such other Party ’s Related Persons. Nothing in this section shall abridge, release , satisfy or discharge ( i) any Parties' rights or obligations arising under this Agreement , or (ii) for so l ong as any Party beneficially owns any securities of the other Party (o r its affiliates), such Party's rights or obligations arising under the terms of such securities .  

20.
Section 1542 Waiver. In giving the releases set forth in this Agreement, which include claims which may be unknown to yo u at present , the Parties , as applicable, acknowledge each has read and underst a nds Section 1542 of the Ca li fornia Civil Code which reads as fo ll ows: "A ge neral release doe s not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release , which if known b y him or her mu st hav e materially affected his or her sett lement with the debtor. You hereby expressly waive and relinquish all rights and benefits under that section and any l aw or le ga l principle of s imilar   effect in any jurisdiction with respect to the releases granted herein , including but not limited to the release of unknown and unsuspected c l aims granted in this Agreement."
 
IN WITNESS WHEREOF, the tZERO has executed this Agreement as of the date first above written.
 
 
tZERO Group, INc.
 
 
 


 
EXHIBIT A

StockCross Irrevocable Stock Power
 

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer To                                        , a                                       corporation (the "StockCross"), __________________shares of common stock, par value $0.016 per share, of StockCross Financial Services, Inc., a Massachusetts corporation ("StockCross"), represented by Certificate No. 47 standing in the name of the undersigned on the books of StockCross.


Dated: January 18, 2019


 


 
IN WITNESS WHEREOF, StockCross Financial Services , Inc . has executed this Agreement as of the date first above written.
 
 
StockCross Financial Services, Inc.
 
 
 
 
 

 
IN WITNESS WHEREOF, Muriel Siebert & Co., Inc. has executed this Agreement as of the date first above written.

 

Exhibit 99.2

Siebert Financial Corp. to Acquire 15% Ownership of StockCross Financial Services, Inc.

NEW YORK--(BUSINESS WIRE)--January 25, 2019--Siebert Financial Corp. (NASDAQ:SIEB) announced today that its wholly-owned subsidiary, Muriel Siebert & Co., Inc. (“MSCO”), acquired a 15% ownership of StockCross Financial Services, Inc., one of the largest privately-owned brokerage firms in the nation.

In Q4 of 2017, Siebert acquired approximately $4 billion in customer assets of StockCross’ retail securities business, and added StockCross’ nationwide sales force consisting of approximately 40 employees. In connection with this transaction, MSCO and StockCross entered into a clearing agreement in which StockCross agreed to act as one of MSCO’s clearing brokers.

Gloria E. Gebbia, controlling shareholder and board member of Siebert, said, “In light of the tremendous success of the integration of the retail assets and personnel, we wanted to continue our partnership with StockCross. We see the great potential that is embedded in StockCross and look forward to a prosperous and synergistic business relationship. There is a substantial opportunity to integrate the businesses further, streamline many of our processes, and expand our products to reach a wider customer base.”

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 NYSE in 1967 when Ms. Siebert became the first woman to own a seat on the Exchange 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, its insurance business through its wholly-owned subsidiary, Park Wilshire Companies Inc., a licensed insurance agency, and KCA Technologies, LLC, its wholly-owned subsidiary and owner of certain intellectual property and related computer software for optimizing investment portfolios. Siebert Financial Corp. is based in New York City with 12 retail branches throughout the continental United States. More information is available at www.siebertnet.com .

About StockCross Financial Services

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, and ESOS/ESOP programs 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 United States or elsewhere.

Gloria E. Gebbia and other members of the Gebbia family are the majority owners of StockCross and Siebert.

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.

CONTACT:
Investors:
Siebert Financial Corp.
Yesenia Berdugo, 212-644-2435
Office of the Administrator
or
Media: LHK Communications, LLC
Laura Hynes-Keller, 212-758-8602