SIEBERT FINANCIAL CORP 10-Q

ITEM 1A. RISK FACTORS In addition to the other information set forth in this Report, investors should carefully consider the risk factors discussed in Part I, Item 1A - Risk Factors in our 2021 Form 10-K. Each of such risk factors could materially affect our business, financial position, and results of operations. As of the date of this Report, other than the supplemental risk factor provided below, there have been no material changes from the risk factors disclosed in our 2021 Form 10-K. There may be a limited public market for our common stock; Volatility. 11,635,458 shares of our common stock, or approximately 36% of our shares of our common stock outstanding, are currently held by non-affiliates as of May 23, 2022. A stock with a small number of shares held by non-affiliates, known as the “float,” will generally be more volatile than a stock with a large float. Although our common stock is traded on the Nasdaq Capital Market, there can be no assurance that an active public market will continue. Interest rate changes could affect our profitability. The direction and level of interest rates are important factors in our earnings. Such changes in interest rates primarily impact our revenue from interest, marketing, and distribution fees. As the U.S. economy recovers, aided by stimulus packages and fiscal and monetary policies, inflation has been rising at historically high rates, and the Federal Reserve has signaled that it will continue increasing the target federal funds effective rate. Although we believe we may benefit from a rising interest rate environment, a rise in interest rates may cause our funding costs to increase if market conditions or the competitive environment induces us to raise our interest rates to avoid losing deposits, or replace deposits with higher cost funding sources without offsetting increases in yields on interest-earning assets which can reduce our interest revenue. -31- ITEM 6. EXHIBITS Exhibit No. Description of Document   10.24 Debt Exchange Agreement between Siebert Financial Corp. and Gloria E. Gebbia, dated March 31, 2022. 31.1 Certification of Principal Executive Officer and Principal Financial Officer 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.   32.1# Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).   101.SCH Inline XBRL Taxonomy Extension Schema Document.   101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.   101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.   101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.   101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.   104 Cover Page Interactive Data File (embedded with Inline XBRL document). # This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. -32- 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.   SIEBERT FINANCIAL CORP.   By: /s/ Andrew H. Reich Andrew H. Reich Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Secretary (Principal executive, financial and accounting officer)   Dated: May 23, 2022 -33-