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 2022 Form 10-K and under Part II, Item 1A. of our Form 10-Qs. 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 factors provided below, there have been no material changes from the risk factors disclosed in our 2022 Form 10-K. There may be a limited public market for our common stock; Volatility. 13,337,682 shares of our common stock, or approximately 41% of our shares of our common stock outstanding, are currently held by non-affiliates as of May 10, 2023. 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. - 29 - ITEM 6. EXHIBITS Exhibit No. Description of Document 10.28 First Tranche Stock Purchase Agreement 10.29 Second Tranche Stock Purchase Agreement 10.30 Foreign Broker-Dealer Fee Sharing Agreement 10.31 Support and Restrictive Covenant Agreement 10.32 Support and Restrictive Covenant Agreement 10.33 Support and Restrictive Covenant Agreement 10.34 Support and Restrictive Covenant Agreement 10.35 Support and Restrictive Covenant Agreement 10.36 Support and Restrictive Covenant Agreement 10.37 Support and Restrictive Covenant Agreement 10.38 Stockholders’ Agreement 10.39 Registration Rights and Lock-Up Agreement 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. - 30 - 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 15, 2023 - 31 -