What changed in this filing

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Item 1. Financial Statements

2023-08-07 compared with 2023-05-15 · 336 added, 306 removed, 665 unchanged (49% of the section changed)

2 unchanged sentences

& SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

CONDENSED CONSOLIDATED STATEMENTS

OF FINANCIAL CONDITION

Current assets

9 unchanged sentences

Total Current assets

1,043,029,000

Deposits with broker-dealers and clearing organizations

31 unchanged sentences

100 million shares authorized;

32,505,329 shares issued and outstanding as of both March 31, 2023 and December 31, 2022

40,580,936 and 32,505,329 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

5 unchanged sentences

$ 728,048,000

Numbers are rounded for presentation purposes.

Numbers are rounded

for presentation purposes.

See notes to condensed consolidated financial statements.

SIEBERT FINANCIAL CORP.

SIEBERT FINANCIAL

& SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

Commissions and fees

18 unchanged sentences

( 2,105,000 )

Impairment of investments

( 1,035,000 )

Earnings of equity method investment in related party

Non-operating income

Non-operating income (loss)

Income (loss) before provision for (benefit from) income taxes

1 unchanged sentence

Provision for (benefit from) income taxes

Net income (loss)

( 1,027,000 )

( 1,309,000 )

Net income (loss)

Less net income (loss) attributable to noncontrolling interests

5 unchanged sentences

Basic and diluted

Numbers are rounded for presentation purposes.

Numbers are rounded

for presentation purposes.

See notes to condensed consolidated financial statements.

1 unchanged sentence

& SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN EQUITY

Number of Shares Issued

2 unchanged sentences

Retained Earnings

Stockholders’ Equity

Stockholders’

Noncontrolling Interests

3 unchanged sentences

Balance – March 31, 2022

Net income (loss)

Balance – June 30, 2022

Number of Shares Issued

2 unchanged sentences

Retained Earnings

Stockholders’ Equity

Stockholders’

Noncontrolling Interests

1 unchanged sentence

Balance – March 31, 2023

Numbers are rounded for presentation purposes.

Kakaopay transaction, net of issuance cost

Balance – June 30, 2023

Numbers are rounded

for presentation purposes.

See notes to condensed consolidated financial statements.

1 unchanged sentence

& SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Six Months Ended

Cash Flows From Operating Activities

6 unchanged sentences

Earnings of equity method investment in related party

Impairment of investments

Receivables from customers

( 9,030,000 )

Receivables from non-customers

Receivables from and deposits with broker-dealers and clearing organizations

( 1,123,000 )

( 4,944,000 )

Securities borrowed

4 unchanged sentences

( 1,578,000 )

( 1,614,000 )

Prepaid service contract

12 unchanged sentences

Taxes payable

( 1,252,000 )

Deferred contract incentive

Retail trading platform implementation

Net cash (used in) operating activities

2 unchanged sentences

Cash Flows From Investing Activities

Equity method investment in related party

Distribution from equity method investment in related party

Purchase of office facilities and equipment

6 unchanged sentences

Transfers of RISE membership interests

Kakaopay issuance cost

( 1,589,000 )

Shares issued for Kakaopay transaction

Repayments of notes payable – related party

( 1,470,000 )

Repayments of long-term debt

( 2,694,000 )

Net cash provided by (used in) financing activities

16 unchanged sentences

Non-cash investing and financing activities

issuance cost (1)

Transfers of RISE membership interests (2)

Purchase of equity method investment in related party, net of cash paid of $ 350,000 (3)

(1) Refer to Note 4 – RISE for further detail.

(2) Refer to Note 3 – Transactions with Tigress and Hedge

Connection for further detail.

Numbers are rounded for presentation purposes.

(1) Refer to Note 5 – Kakaopay

Transaction for further detail.

(2) Refer to Note 4 – RISE for

further detail.

(3) Refer to Note 3 – Transactions

with Tigress and Hedge Connection for further detail.

Numbers are rounded

for presentation purposes.

See notes to condensed consolidated financial statements.

3 unchanged sentences

Organization and Basis of Presentation

Financial Corp., a New York corporation, incorporated in 1934, is a holding company that conducts the following lines of business through

its wholly-owned and majority-owned subsidiaries:

Siebert Financial Corp.,

a New York corporation, incorporated in 1934, is a holding company that conducts the following l ines

of business through its wholly-owned and majority-owned subsidiaries:

Siebert & Co., Inc.

23 unchanged sentences

“our” refer to Siebert Financial Corp., MSCO, SNXT, PW, STCH, RISE, and STXD collectively, unless the context otherwise requires.

Company is headquartered in New York, NY, with primary operations in New Jersey, Florida, and California.

The Company has 13 branch offices

throughout the U.S.

The Company is headquartered

in New York, NY with primary operations in New Jersey, Florida, and California.

The Company has 13 branch offices throughout the U.S.

and clients around the world.

The Company’s SEC filings are available through the Company’s website at

www.siebert.com, where investors can obtain copies of the Company’s public filings free of charge.

The Company’s common stock,

par value $ .01 per share, trades on the Nasdaq Capital Market under the symbol “SIEB.”

Company primarily operates in the securities brokerage and asset management industry and has no other reportable segments.

Company’s revenues for the three months ended March 31, 2023 and 2022 were derived from its operations in the U.S.

of March 31, 2023 , the Company

is comprised of a single operating segment based on the factors related to management’s decision-making framework as well as management

evaluating performance and allocating resources based on assessments of the Company from a consolidated perspective.

The Company’s SEC filings are available through the Company’s website at www.siebert.com, where

investors can obtain copies of the Company’s public filings free of charge.

The Company’s common stock, par value $ .01 per

share, trades on the Nasdaq Capital Market under the symbol “SIEB.”

The Company primarily operates

in the securities brokerage and asset management industry and has no other reportable segments.

All of the Company’s revenues for the

three and six months ended June 30, 2023 and 2022 were derived from its operations in the U.S.

of June 30, 2023 , the Company is comprised of a single operating segment based on the factors

related to management’s decision-making framework as well as management evaluating performance and allocating resources based on

assessments of the Company from a consolidated perspective.

Basis of Presentation

22 unchanged sentences

The Company’s ownership in RISE remained 68 % as of

March 31, 2023.

June 30, 2023.

Certain reclassifications have been made to previously reported amounts to conform to current presentation.

10 unchanged sentences

accounting policies are included in Note 2 – Summary of Significant Accounting Policies in the Company’s 2022 Form 10-K.

the three months ended March 31, 2023, there were no significant changes made to the Company’s significant accounting policies.

the three and six months ended June 30, 2023, there were no significant changes made to the Company’s significant accounting policies.

New Accounting Standards

Company did not adopt any new accounting standards during the three months ended March 31, 2023.

Company did not adopt any new accounting standards during the three and six months ended June 30, 2023.

In addition, the Company has evaluated

other recently issued accounting standards and does not believe that any of these standards will have a material impact on the Company’s

financial statements and related disclosures as of March 31, 2023.

financial statements and related disclosures as of June 30, 2023.

Transactions with

3 unchanged sentences

Refer to Note 3 – Transactions with Tigress

and Hedge Connection in the Company’s 2022 Form 10-K for more detail on these transactions.

Information related to these transactions

that impact the periods presented is shown below.

the three months ended March 31, 2023 and 2022, the Company recognized $ 38,000 and $ 165,000 from its equity method investment in Tigress,

respectively.

On January 21, 2022, the Company purchased Hedge Connection for $ 1,000,000 , of which $ 400,000 was noncash consideration

and $ 600,000 was a note payable.

The Company paid off $ 100,000 of its note payable to Hedge Connection during the three months ended

March 31, 2022.

As of March 31, 2023 and the date of this Report, the Company owned 17 % of Tigress.

During the first quarter of

2022, RISE issued and Siebert sold membership interests in RISE to certain employees, directors, and affiliates of RISE and Siebert.

and Hedge Connection in the Company’s 2022 Form 10-K and Note 11 – Equity Method Investment in Related Party in this Report

for more detail on these transactions and information that impacted the periods presented.

January 21, 2022, the Company purchased Hedge Connection for $ 1,000,000 , of which $ 400,000 was noncash consideration and $ 600,000 was

a note payable.

The Company paid off $ 350,000 of its note payable to Hedge Connection during the six months ended June 30, 2022.

During the three months ended

March 31, 2022, RISE issued and Siebert sold membership interests in RISE to certain employees, directors, and affiliates of RISE and

From January 1, 2022 through

2 unchanged sentences

Siebert sold membership interests representing 2 % of RISE’s total issued and outstanding membership interests

to Siebert employees and affiliates.

to Siebert employees.

On March 31, 2022, Siebert

9 unchanged sentences

There have been no further

transactions completed by the Company related to RISE’s membership interests for the three months ended March 31, 2023.

As of March 31, 2023, RISE

transactions completed by the Company related to RISE’s membership interests for the three and six months ended June 30, 2023.

As of June 30, 2023, RISE

reported assets of $ 1.4 million and liabilities of $ 0.05 million.

2 unchanged sentences

There are no restrictions on RISE’s assets.

Kakaopay Transaction

April 27, 2023, the Company entered into an agreement to raise capital into the Company by issuing new shares of the Company’s common

stock to Kakaopay Corporation (“Kakaopay”), a company established under the Laws of the Republic of Korea, and a fintech subsidiary

of Korean-based conglomerate Kakao Corp.

to stock purchase and ancillary agreements with Kakaopay, the transaction will occur in two tranches.

On May 18, 2023, the first tranche

closed and Kakaopay purchased a 19.9 % stake of the Company or 8,075,607 newly issued shares for approximately $ 17.4 million.

In the second

tranche, subject to shareholder and regulatory approval, Kakaopay will acquire an additional 31.1 % of the Company or 25,756,470 additional

newly issued shares for approximately $ 60.5 million.

Refer to the Company’s Current Report on Form 8-K filed on May 3, 2023 for

further detail regarding this transaction.

of December 31, 2022, the Company capitalized deferred issuance costs related to this transaction of $ 318,000 , which was recorded within

the line item “Prepaid expenses and other assets” in the statements of financial condition.

At the time of the issuance, the

total deferred issuance cost of $ 1,907,000 related to this transaction was reclassified as a reduction to “Additional paid-in capital”

in stockholders’ equity in the statements of financial condition.

During the six months ended June 30, 2023, the Company recognized

$ 1,589,000 of issuance costs related to this transaction.

May 22, 2023, Gloria E.

Gebbia, issued a warrant to BCW Securities LLC, a Delaware limited liability company (“BCW”), to purchase

403,780 shares of common stock of the Company held by Ms.

Gebbia at an exercise price of $ 2.15 per share.

Gebbia issued the warrant

pursuant to that certain agreement, dated March 27, 2023, by and among Ms.

Gebbia, the Company and BCW relating to the investment by Kakaopay

in the Company.

Receivables From, Payables To, and Deposits With Broker-Dealers

13 unchanged sentences

Total Payables to broker-dealers and clearing organizations

(1) Depository Trust & Clearing Corporation is referred to as

(“DTCC”), Options Clearing Corporation is referred to as (“OCC”), and National Securities Clearing Corporation

(1) Depository Trust & Clearing Corporation is referred to

as (“DTCC”), Options Clearing Corporation is referred to as (“OCC”), and National Securities Clearing Corporation

is referred to as (“NSCC”).

1 unchanged sentence

agreement, MSCO is required to participate in the DTCC common stock mandatory purchase.

As of March 31, 2023 and December 31, 2022, MSCO

As of June 30, 2023 and December 31, 2022, MSCO

had shares of DTCC common stock valued at approximately $ 1,236,000 and $ 1,054,000 , respectively, which are included within the line item

3 unchanged sentences

As part of the agreement, RISE deposited a clearing

fund escrow deposit of $ 50,000 to MSCO, and had excess cash of approximately $ 1.2 million in its brokerage account at MSCO as of March

fund escrow deposit of $ 50,000 to MSCO, and had excess cash of approximately $ 1.3 million in its brokerage account at MSCO as of June

The resulting asset of RISE and liability of MSCO is eliminated in consolidation.

There was no income or expense related to

this clearing relationship for periods presented.

As of March 31, 2023, the

Company had terminated its clearing relationships with GSCO and Pershing.

this clearing relationship for the periods presented.

The Company had terminated its clearing relationships with GSCO and Pershing in

Prepaid Service

9 unchanged sentences

to these transactions that impacted the periods presented is shown below.

Company recorded amortization of prepaid service contract assets of $ 0 and $ 177,000 for the three months ended March 31, 2023 and 2022,

Company recorded amortization of prepaid service contract assets of $ 177,000 and $ 354,000 for the three and six months ended June 30,

2022, respectively.

The Company recorded a total of $ 0 and $ 583,000 in consulting fee income for the three months ended March 31, 2023 and 2022,

The Company recorded consulting fee income of $ 250,000 and $ 833,000 for the three and six months ended June 30, 2022,

respectively.

The Company did not record consulting fee income or amortization of prepaid service contract assets for the three and six

months ended June 30, 2023.

Fair Value Measurements

10 unchanged sentences

based on the lowest level of input that is significant to the respective fair value measurement.

As of March 31, 2023

As of June 30, 2023

Cash and securities segregated for regulatory purposes

30 unchanged sentences

Market value of U.S.

government securities

Maturing 05/18/2023 , 2.791 % Discount Rate

Maturing 06/22/2023 , 4.654 % Discount Rate

government securities portfolio

Maturing 07/25/2023, 4.762% Discount Rate

2 unchanged sentences

Maturing 09/21/2023, 4.865% Discount Rate

Maturing 09/21/2023 , 4.865 % Discount Rate

Maturing 09/28/2023 , 4.709 % Discount Rate

Maturing 11/16/2023, 5.270% Coupon Rate

2 unchanged sentences

Maturing 05/16/2024, 4.966% Coupon Rate

Maturing 05/16/2024, 5.019% Coupon Rate

Maturing 05/31/2024, 2.500% Coupon Rate

Maturing 08/15/2024, 0.375% Coupon Rate

Maturing 04/30/2025, 3.875% Coupon Rate

Accrued interest

Total Market value of investment in U.S.

government securities

Total Market value of U.S.

government securities portfolio

$ 189,536,000

Market value of U.S.

government securities

government securities portfolio

Maturing 03/23/2023, 3.750% Discount Rate

6 unchanged sentences

Accrued interest

Total Market value of investment in U.S.

government securities

Total Market value of U.S.

government securities portfolio

$ 143,787,000

1 unchanged sentence

at Fair Value on a Non-Recurring Basis

following table represents information for assets measured at fair value on a nonrecurring basis and display the carrying value after

following table represents information for assets measured at fair value on a nonrecurring basis and displays the carrying value after

measurement as of the periods indicated.

7 unchanged sentences

As a result of the transaction

discussed Note 3 – Transactions with Tigress and Hedge Connection, the Company recognized an impairment charge for its investment

discussed in Note 3 – Transactions with Tigress and Hedge Connection, the Company recognized an impairment charge for its investment

in Tigress of approximately $ 4,015,000 for the year ended December 31, 2022.

5 unchanged sentences

comparable publicly-traded companies.

As a result of the transaction

discussed in Note 24 – Subsequent Events, the Company observed current market prices of Tigress’ membership interests that

were below the Company’s carrying value of its equity investment in Tigress.

As the Company has no intention of retaining its investment

in Tigress for a long enough period of time sufficient to allow for any anticipated recovery in market value of the investment, the Company

determined that the decline in market value of its investment in Tigress indicated an other than temporary impairment.

For the three months

ended June 30, 2023, the Company recognized an impairment charge for its investment in Tigress of approximately $ 185,000 , which was included

in “Impairment of investments” in the statements of operations for the three months ended June 30, 2023.

Financial Assets and

1 unchanged sentence

The following represents financial

instruments in which the ending balances as of March 31, 2023 and December 31, 2022 that are not carried at fair value in the statements

instruments in which the ending balances as of June 30, 2023 and December 31, 2022 that are not carried at fair value in the statements

of financial condition:

4 unchanged sentences

and carry interest rates that approximate market rates.

The Company had no cash equivalents for regulatory purposes as of March 31, 2023

The Company had no cash equivalents for regulatory purposes as of June 30, 2023

and December 31, 2022.

21 unchanged sentences

The cost will be adjusted upwards or downwards in accordance with observable

market transactions and is recorded in the line item “Other general and administrative” in the statements of operations.

the fair value hierarchy, the investments, cost is classified as level 3.

market transactions.

Under the fair value hierarchy, investments, cost is classified as level 3.

Payables to customers, payables to non-customers, drafts payable, payables to broker-dealers and clearing organizations, accounts payable

5 unchanged sentences

Under the fair value hierarchy, the deferred contract incentive is classified as level 2.

The carrying amount of the loan and mortgage with East West Bank approximates fair value as they reflect terms that approximate

current market terms for similar arrangements.

Under the fair value hierarchy, the loan and mortgage are classified as level 2.

The carrying amount of the mortgage with East West Bank approximates fair value as it reflects terms that approximate current market

terms for similar arrangements.

Under the fair value hierarchy, the mortgage is classified as level 2.

Property, Office Facilities, and Equipment,

8 unchanged sentences

Total depreciation expense

for property, office facilities, and equipment was $ 81,000 and $ 97,000 for the three months ended March 31, 2023 and 2022, respectively.

for property, office facilities, and equipment was $ 156,000 and $ 99,000 for the three months ended June 30, 2023 and 2022, respectively.

Total depreciation expense for property, office facilities, and equipment was $ 237,000 and $ 196,000 for the six months ended June 30,

2023 and 2022, respectively.

Miami Office Building

December 30, 2021, the Company purchased an office building located at 653 Collins Ave, Miami Beach, FL (“Miami office building”).

The Miami office building contains approximately 12,000 square feet of office space and will serve as a primary operating center of the

of March 31, 2023, no depreciation expense has been recorded for the Miami office building.

Depreciation expense will commence when the

build out of the Miami office building is completed and placed in service, which occurred in April 2023.

The Company invested $ 565,000

and $ 276,000 in the three months ended March 31, 2023 and 2022, respectively, to build out the Miami office building.

The Miami office building contains approximately 12,000 square feet of office space and serves as a primary operating center of the Company.

expense commenced in April 2023 when the Miami office building was completed and placed in service.

Total depreciation expense for the

Miami office building and the associated build out of the office space was $ 90,000 for both the three and six months ended June 30, 2023.

The Company invested $ 275,000 and $ 320,000 in the three months ended June 30, 2023 and 2022, respectively, to build out the Miami office

The Company invested $ 840,000 and $ 596,000 in the six months ended June 30, 2023 and 2022 respectively, to build out the Miami

office building.

Software, Net

12 unchanged sentences

The total capitalized software development work related to this project was

$ 629,000 as of March 31, 2023, of which $ 272,000 was capitalized during the three months ended March 31, 2023.

Amortization expense will

commence when the retail trading platform is launched and placed into service, which is expected to occur in the second quarter of 2023.

$ 914,000 as of June 30, 2023, of which $ 284,000 and $ 557,000 was capitalized during the three and six months ended June 30, 2023, respectively.

Total amortization of software

was $ 110,000 and $ 162,000 for the three months ended March 31, 2023 and 2022, respectively.

As of March 31, 2023, the Company estimates

future amortization of software assets of $ 411,000 , $ 471,000 , $ 322,000 , and $ 55,000 in the years ended December 31, 2023, 2024, 2025,

and 2026 respectively.

of March 31, 2023, all of the Company’s leases are classified as operating and primarily consist of office space leases expiring

was $ 105,000 and $ 162,000 for the three months ended June 30, 2023 and 2022, respectively.

Total amortization of software was $ 214,000

and $ 324,000 for the six months ended June 30, 2023 and 2022, respectively.

As of June 30, 2023, the Company estimates future amortization

of software assets of $ 326,000 , $ 595,000 , $ 450,000 , and $ 165,000 in the years ended December 31, 2024, 2025, 2026, and 2027, respectively.

of June 30, 2023, all of the Company’s leases are classified as operating and primarily consist of office space leases expiring

in 2023 through 2027.

10 unchanged sentences

Three Months Ended

Six Months Ended

Operating lease cost

8 unchanged sentences

Future annual minimum payments

for operating leases with initial terms of greater than one year as of March 31, 2023 were as follows:

for operating leases with initial terms of greater than one year as of June 30, 2023 were as follows:

Remaining balance of lease payments

difference between undiscounted cash flows and discounted cash flows

difference between undiscounted cash flows and

discounted cash flows

Lease liabilities

6 unchanged sentences

Based on the level of the Company’s

ownership of Tigress, the Company concluded that it was still able to exercise significant influence over Tigress through March 31, 2023.

Therefore, the Company continues to account for this investment under the equity method of accounting as of March 31, 2023.

the three months ended March 31, 2023 and 2022, the earnings recognized from the Company’s investment in Tigress were $ 38,000 and

$ 165,000 , respectively.

For the three months ended March 31, 2023 and 2022, the Company received cash distributions from Tigress of $ 0

ownership of Tigress, the Company concluded that it was still able to exercise significant influence over Tigress through June 30, 2023.

Therefore, the Company continued to account for this investment under the equity method of accounting as of June 30, 2023.

the three months ended June 30, 2023 and 2022, the earnings recognized from the Company’s investment in Tigress were $ 73,000

and $ 33,000 , respectively.

of March 31, 2023 and December 31, 2022, the carrying amount of the investment in Tigress was $ 2,622,000 and $ 2,584,000 , respectively.

were no events or circumstances suggesting the carrying amount of the investment may be impaired as of March 31, 2023 and December 31,

For the six months ended June 30, 2023 and 2022, the earnings recognized from the Company’s investment

in Tigress were $ 111,000 and $ 198,000 , respectively.

For both the three and six months ended June 30, 2022, the Company received cash

distributions from Tigress of $ 172,000 .

of June 30, 2023 and December 31, 2022, the carrying amount of the investment in Tigress was $ 2,510,000 and $ 2,584,000 , respectively.

the impairment of the Company’s investment in Tigress detailed in Note 8 – Fair Value Measurements, there were no events or

circumstances suggesting the carrying amount of the investment may be impaired as of June 30, 2023 and December 31, 2022.

is a table showing the summary from the consolidated statements of operations and financial condition for Tigress for the periods indicated

Three Months Ended

Six Months Ended

Operating income

Stockholders’ Equity

Transaction with Hedge

January 21, 2022, RISE entered into an agreement with Hedge Connection, and a subsequent termination agreement with Hedge Connection on

October 18, 2022.

Refer to Note 3 – Transactions with Tigress and Hedge Connection in the Company’s 2022 Form 10-K for further

earnings recognized from the Company’s investment in Hedge Connection for the three months ended March 31, 2023 and 2022 were $ 0

and $ 36,000 , respectively.

The Company did not receive any cash distributions from Hedge Connection for the three months ended March 31,

2023 and 2022.

carrying amount of the investment in Hedge Connection was $ 0 as of both March 31, 2023 and December 31, 2022.

Company paid Hedge Connection for licensing and consulting fees related to this agreement in an aggregate amount of $ 0 and $ 108,000 for

the three months ended March 31, 2023 and 2022, respectively.

Investments, Cost

of March 31, 2022, the Company maintained a 2 % ownership interest in OpenHand Holdings, Inc.

(“OpenHand”).

The investment

does not have a readily determinable fair value since OpenHand is a private company and its shares are not publicly traded.

of March 31, 2023, management concluded that its investment in OpenHand was not impaired and that no additional events or changes in circumstances

were identified that could have a significant effect on the original valuation of the investment.

As of both March 31, 2023 and December

31, 2022, the carrying value of the Company’s investment in OpenHand was $ 850,000 .

to Note 12 – Investments, Cost in the Company’s 2022 Form 10-K for further information regarding this transaction and the

corresponding accounting treatment.

As of both March 31, 2023

and December 31, 2022, the Company’s carrying amount of goodwill was $ 1,989,000 , all of which came from the Company’s acquisition

As of March 31, 2023, management concluded that there have been no impairments to the carrying value of the Company’s goodwill

and no impairment charges related to goodwill were recognized during the three months ended March 31, 2023.

Additionally, the Company

determined there was not a material risk for future possible impairments to goodwill as of the date of the assessment.

Retail Platform

As of both June 30, 2023 and

December 31, 2022, the Company maintained a 2 % ownership interest in a retail platform (“Retail Platform”).

the three months ended June 30, 2023, in view of the Retail Platform’s business performance and near-term business outlook that

were below the Company’s previous expectations, as well as observed market transactions of the Retail Platform’s equity that

were below the carrying value of the Company’s investment of the Retail Platform, the Company determined that an other than temporary

impairment existed.

For the three months ended June 30, 2023, the Company recognized an impairment charge for its investment of the Retail

Platform of approximately $ 850,000 .

The impairment loss was included in “Impairment of investments” in the statements of operations

for the three months ended June 30, 2023.

As of both June 30, 2023 and

December 31, 2022, the Company’s carrying amount of goodwill was $ 1,989,000 , all of which came from the Company’s acquisition

As of June 30, 2023, management concluded that there have been no impairments to the carrying value of the Company’s goodwill

and no impairment charges related to goodwill were recognized during the three and six months ended June 30, 2023 and 2022.

Additionally,

the Company determined there was not a material risk for future possible impairments to goodwill as of the date of the assessment.

Long-Term Debt

17 unchanged sentences

by 1% each year thereafter, with the prepayment penalty ending after 5 years.

As of March 31, 2023, the Company was in compliance with

As of June 30, 2023, the Company was in compliance with

all of its covenants related to this agreement.

As of March 31, 2023, the

Company used its full commitment of $ 338,000 with East West Bank for the build out of the Miami office building.

Remaining Payments

remaining annual minimum principal payments for the mortgage with East West Bank as of March 31, 2023 were as follows:

interest expense related to this mortgage was $ 39,000 and $ 25,000 for the three months ended March

remaining annual minimum principal payments for the mortgage with East West Bank as of June 30, 2023 were as follows:

interest expense related to this mortgage was $ 40,000 for both the three months ended June 30 ,

2023, and 2022.

The interest expense related to this mortgage was $ 79,000 and $ 65,000 for the six months ended June

30 , 2023, and 2022, respectively.

As of March 31, 2023, the interest rate for this mortgage was 3.6 %.

As of June 30, 2023, the interest rate for this mortgage was 3.6 %.

Loan with East West Bank

1 unchanged sentence

In accordance with the terms of this agreement,

the Company borrowed $ 5.0 million and had an outstanding balance of $ 2.4 million as of March 31 ,

Company’s obligations under the agreement are secured by a lien on all of the Company’s cash, dividends, stocks and other

monies and property from time to time received or receivable in exchange for the Company’s equity interests in and any other rights

to payment from the Company’s subsidiaries;

any deposit accounts into which the foregoing is deposited and all substitutions, products,

proceeds (cash and non-cash) arising out of any of the foregoing.

Each term loan will have a term of four years , beginning when the

draw is made.

The repayment schedule will utilize a five-year (60 month) amortization period, with a balloon on the remaining amount due

at the end of four years .

loans made pursuant to the agreement shall bear interest 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 3.25%.

In addition to the foregoing, on the date that each term loan is made,

the Company shall pay to the lender an origination fee equal to 0.25 % of the principal amount of such term loan.

Pursuant to the

loan agreement, the Company paid all lender expenses in connection with the loan agreement.

agreement contains certain financial and non-financial covenants.

The financial covenants are that the Company must maintain a debt service

coverage ratio of 1.35 to 1, an effective tangible net worth of a minimum of $ 25 million, and MSCO must maintain a net

capital ratio that is not less than 10 % of aggregate debit items.

Certain other non-financial covenants include that the Company

must promptly notify East West Bank of the creation or acquisition of any subsidiary that at any time owns assets with a value of $100,000

As of March 31 , 2023, the Company was in compliance with all its covenants

related to this agreement.

addition, the Company’s obligations under the agreement are guaranteed pursuant to a guarantee agreement by and among, John J.

and Gloria E.

Gebbia, individually, and as a co-trustees of the John and Gloria Living Trust, U/D/T December 8, 1994 (“John and

Gloria Gebbia Trust”).

Remaining Payments

remaining annual minimum principal payments for the loan with East West Bank as of March 31 ,

2023 were as follows:

interest expense related to the loan was $ 49,000 and $ 29,000 for the three months ended March 31, 2023 and 2022, respectively.

31, 2023, the interest rate for this loan was 8 %.

the Company borrowed $ 5.0 million and paid off the full remaining balance of the loan of approximately $ 2.7 million in the second quarter

of 2023 resulting in no outstanding balance as of June 30 , 2023.

Refer to Note 13 –

Long-Term Debt in the Company’s 2022 Form 10-K for more information.

Deferred Contract Incentive

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For both the three

months ended March 31 , 2023 and 2022, the Company recognized $ 213,000 in contra expense.

As of March 31, 2023 and December 31, 2022, the balance of the deferred contract incentive was $ 1.8 million and $ 2.0 million, respectively,

and are recorded in the line items “Current portion of deferred contract incentive” and “Deferred contract incentive,

less current portion” in the statements of financial condition.

months ended June 30 , 2023 and 2022, the Company recognized $ 213,000 in contra expense.

both the six months ended June 30 , 2023 and 2022, the Company recognized $ 425,000 in contra

As of June 30, 2023 and December 31, 2022, the balance of the deferred contract incentive was $ 1.6 million and $ 2.0 million,

respectively.

Revenue Recognition

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Principal Transactions and Proprietary Trading

2022 the Company invested in treasury bill and treasury notes, which are primarily in the line item “Cash and securities

segregated for regulatory purposes” on the statements of financial condition, in order to enhance its yield on its excess

15c3-3 deposits.

During 2022, there was an increase in U.S.

government securities yields, which created an unrealized loss of

approximately on the Company’s U.S.

government securities portfolio of approximately $ 3.9 million on our government securities

portfolio for the year ended December 31, 2022.

The Company continuously invests in treasury bills and treasury notes as part of its

normal operations to meet deposit requirements.

The aggregate unrealized loss on the portfolio will be returned over the duration of

In 2022, the Company invested

in treasury bill and treasury notes, which are primarily in the line item “Cash and securities segregated for regulatory purposes”

on the statements of financial condition, in order to enhance its yield on its excess 15c3-3 deposits.

During 2022, there was an

increase in U.S.

government securities yields, which created an unrealized loss on the Company’s U.S.

government securities

The Company continuously invests in treasury bills and treasury notes as part of its normal operations to meet deposit requirements.

The aggregate unrealized loss on the portfolio of approximately $ 2.4 million as of June 30, 2023 will be returned over the duration of

the government securities, at a point no later than the maturity of the securities.

Refer to Note 7 – Fair Value

Measurements for additional detail.

Refer to Note 8 – Fair Value Measurements

for additional detail.

following table represents detail related to principal transactions and proprietary trading.

Three Months Ended March 31,

Three Months Ended June 30,

Increase (Decrease)

Principal transactions and proprietary trading

Realized and unrealized gain on primarily riskless principal transactions

$ ( 120,000 )

Unrealized gain (loss) on portfolio of U.S.

government securities

( 2,186,000 )

Total Principal transactions and proprietary trading

Six Months Ended June 30,

Increase (Decrease)

Principal transactions and proprietary trading

Realized and unrealized gain on primarily riskless principal transactions

Unrealized gain (loss) on portfolio of U.S.

government securities

( 2,802,000 )

Total Principal transactions and proprietary trading

Stock Borrow / Stock

the three months ended March 31, 2023, stock borrow / stock loan revenue was $ 3,442,000 ($ 9,776,000 gross revenue less $ 6,334,000 expenses).

For the three months ended March 31, 2022, stock borrow / stock loan revenue was $ 3,578,000 ($ 7,465,000 gross revenue minus $ 3,887,000

the three and six months ended June 30, 2023, stock borrow / stock loan revenue was $ 4,513,000 ($ 11,524,000 gross revenue less $ 7,011,000

expenses) and $ 7,955,000 ($ 21,300,000 gross revenue less $ 13,345,000 expenses).

For the three and six months ended June 30, 2022, stock

borrow / stock loan revenue was $ 4,148,000 ($ 8,836,000 gross revenue minus $ 4,688,000 expenses) and $ 7,726,000 ($ 16,301,000 gross revenue

less $ 8,575,000 expenses).

Company’s provision for income taxes consists of federal and state taxes, as applicable, in amounts necessary to align the Company’s

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estimate of the annual effective tax rate and records cumulative adjustments as necessary.

As of March 31, 2023, the Company has concluded

As of June 30, 2023, the Company has concluded

that its deferred tax assets are realizable on a more-likely-than-not basis with the exception of certain state net operating losses.

For the three months ended

March 31, 2023, the Company recorded an income tax provision of $ 1,136,000 on pre-tax book income of $ 4,351,000 .

The effective tax rate

for the three months ended March 31, 2023 was 26 %.

The effective tax rate differs from the federal statutory rate of 21 % primarily related

to certain permanent tax differences and state and local taxes.

For the three months ended

March 31, 2022, the Company recorded an income tax benefit of $ 282,000 on pre-tax book loss of $ 1,374,000 .

The effective tax rate for

the three months ended March 31, 2022 was 21 %.

As of both March 31, 2023

and December 31, 2022, the Company recorded an uncertain tax position of $ 1,596,000 related to various tax matters, which is included

in the line item “Taxes payable” in the statements of financial condition.

For the three and six months

ended June 30, 2023, the Company recorded an income tax provision of $ 969,000 and $ 2,105,000 on pre-tax book income of $ 3,697,000 and

$ 8,048,000 .

The effective tax rate for both the three and six months ended June 30, 2023 was 26 %.

The effective tax rate differs from

the federal statutory rate of 21 % primarily related to certain permanent tax differences and state and local taxes.

For the three and six months

ended June 30, 2022, the Company recorded an income tax benefit of $ 1,027,000 and $ 1,309,000 on pre-tax book loss of $ 517,000 and $ 1,890,000 .

The effective tax rate for the three and six months ended June 30, 2022 was 199 % and 69 % respectively.

As of both June 30, 2023 and

December 31, 2022, the Company recorded an uncertain tax position of $ 1,596,000 related to various tax matters, which is included in the

line item “Taxes payable” in the statements of financial condition.

Capital Requirements

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shall not be less than the lower of $ 1 million or 2 % of aggregate debit items arising from customer transactions.

As of March 31, 2023,

As of June 30, 2023,

MSCO’s net capital was $ 45.8 million, which was approximately $ 44.2 million in excess of its required net capital of $ 1.6 million,

6 unchanged sentences

Protection Rule 15c3-3 which requires segregation of funds in a special reserve account for the exclusive benefit of customers.

March 31, 2023, MSCO had cash and securities deposits of $ 254.4 million (cash of $ 58.5 million, securities with a fair value of $ 195.9

June 30, 2023, MSCO had cash and securities deposits of $ 253.4 million (cash of $ 81.3 million, securities with a fair value of $ 172.1

million) in the special reserve accounts which was $ 22.5 million in excess of the deposit requirement of $ 230.9 million.

After adjustments

for deposit(s) and / or withdrawal(s) made on April 3, 2023, MSCO had $ 3.2 million in excess of the deposit requirement.

for deposit(s) and / or withdrawal(s) made on July 3, 2023, MSCO had $ 2.5 million in excess of the deposit requirement.

of December 31, 2022, MSCO had cash and securities deposits of $ 276.2 million (cash of $ 135.2 million, securities with a fair

1 unchanged sentence

The Company made no subsequent deposits or withdrawals on January 3, 2023.

of March 31, 2023, the Company was subject to the PAB Account Rule 15c3-3 of the SEC which requires segregation of funds in a special

reserve account for the exclusive benefit of proprietary accounts of introducing broker-dealers.

As of March 31, 2023, the Company had

$ 1.2 million in the special reserve account which was approximately $ 0.01 million in excess of the deposit requirement of approximately

$ 1.2 million.

The Company made no subsequent deposits or withdrawals on April 3, 2023.

As of December 31, 2022, the Company did not hold

any proprietary accounts of introducing broker-dealers.

of June 30, 2023, the Company was subject to the PAB Account Rule 15c3-3 of the SEC which requires segregation of funds in a special reserve

account for the exclusive benefit of proprietary accounts of introducing broker-dealers.

As of June 30, 2023, the Company had $ 1.3 million

in the special reserve account which was approximately $ 0.01 million in excess of the deposit requirement of approximately $ 1.3 million.

The Company made no subsequent deposits or withdrawals on July 3, 2023.

As of December 31, 2022, the Company did not hold any proprietary

accounts of introducing broker-dealers.

RISE, as a member of FINRA,

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Exchange Act or Rule 15c3-1.

As of March 31, 2023, RISE’s

As of June 30, 2023, RISE’s

net capital was approximately $ 1.3 million which was $ 1.1 million in excess of its minimum requirement of $ 250,000 under 15c3-1.

7 unchanged sentences

the Company’s 2022 Form 10-K for further information.

of March 31, 2023, the Company had margin loans extended to its customers of approximately $ 354.0 million, of which $ 51.9 million is within

of June 30, 2023, the Company had margin loans extended to its customers of approximately $ 350.3 million, of which $ 61.1 million is within

the line item “Receivables from customers” on the statements of financial condition.

3 unchanged sentences

There were no material losses for unsettled customer transactions for

the three months ended March 31, 2023 and 2022.

the three and six months ended June 30, 2023 and 2022.

Commitments, Contingencies, and Other

1 unchanged sentence

Company is party to certain claims, suits and complaints arising in the ordinary course of business.

activity related to operations of StockCross Financial Services, Inc.

(“StockCross”) prior to the Company’s acquisition

of StockCross, FINRA’s Division of Enforcement is currently investigating unit investment trust (“UIT”) transactions

that were executed by StockCross that the enforcement staff believes were terminated early.

The Company believes that many of these transactions

were UIT transactions that were the subject of its prior settlements with the Commonwealth of Massachusetts (Dkt.

E-2017-0104) and

the State of California (CRD No.s:

6670 and 2400211).

All of these transactions occurred prior to the Company’s acquisition of StockCross

on January 1, 2020.

cannot at this time assess either the duration or the likely outcome or consequences of the FINRA investigation.

Nevertheless, FINRA has

the authority to impose sanctions on the Company or require that it make offers of restitution to other customers who FINRA believes incurred

sales charges in early liquidations of UITs.

No assurances can be given that a mutual settlement with FINRA regarding the investigation

can be reached or that any amount paid in settlement will not be material.

of both March 31, 2023 and December 31, 2022, all other legal matters are without merit or involve amounts which would not have a material

impact on the Company’s results of operations or financial position.

As of June 30, 2023, all legal matters

are without merit or involve amounts which would not have a material impact on the Company’s results of operations or financial

Overnight Financing

of March 31, 2023 and December 31, 2022, MSCO had an available line of credit for short term overnight demand borrowing with BMO Harris

Bank (“BMO Harris”) of up to $ 25 million and $ 15 million, respectively.

As of those dates, MSCO had no outstanding loan balance

and there were no commitment fees or other restrictions on this line of credit.

On May 23, 2022, MSCO increased its principal amount for

this line of credit from $ 15 million to $ 25 million.

was no interest expense or fees for this line of credit for both the three months ended March 31, 2023 and 2022.

of both June 30, 2023 and December 31, 2022, MSCO had an available line of credit for short term overnight demand borrowing with BMO Harris

Bank (“BMO Harris”) of up to $ 25 million.

As of those dates, MSCO had no outstanding loan balance and there were no commitment

fees or other restrictions on this line of credit.

On May 23, 2022, MSCO increased its principal amount for this line of credit from $ 15

million to $ 25 million.

At the Market Offering

10 unchanged sentences

and terms of alternative sources of capital.

For the three months ended March 31, 2023 and 2022, the Company did not sell any shares pursuant

to this Sales Agreement.

For the three and six months ended June 30, 2023 and 2022, the Company did not sell any shares

pursuant to this Sales Agreement.

August 1, 2021, MSCO entered into an amendment to its clearing agreement with NFS that, among other things, extends the term of the arrangement

7 unchanged sentences

Prior to August 1, 2025

For the three months ended

March 31, 2023 and 2022, there has been no expense recognized for any early termination fees.

For the three and six months

ended June 30, 2023 and 2022, there has been no expense recognized for any early termination fees.

The Company believes that it is unlikely

2 unchanged sentences

Technology Vendor

31, 2023, the Company entered into an agreement with a technology vendor for certain development projects for a total of approximately

March 31, 2023, the Company entered into an agreement with a technology vendor for certain development projects for a total of approximately

$ 1.2 million over a term of 2 years.

As of June 30, 2023, no expenses were incurred.

General Contingencies

Company’s general contingencies are included in Note 22 – Commitments, Contingencies, and Other in the Company’s 2022

Other than the below, there have been no material updates to the Company’s general contingencies during the three months

ended March 31, 2023.

Other than the below, there have been no material updates to the Company’s general contingencies during the three and

six months ended June 30, 2023.

Company, through its affiliate, Kennedy Cabot Acquisition, LLC (“KCA”), is self-insured with respect to employee health claims.

KCA maintains stop-loss insurance for certain risks and has a health claim reinsurance limit capped at approximately $ 65,000 per employee

as of March 31, 2023 .

part of this plan, the Company recognized expenses of $ 180,000 and $ 496,000 for the three months ended March 31, 2023 and 2022, respectively.

Company had an accrual of $ 50,000 as of March 31, 2023, which represents the estimate of future expense to be recognized for claims incurred

As part of this plan, the Company recognized expenses of $ 266,000 and $ 409,000 for the three months ended June 30, 2023 and 2022, respectively.

The Company recognized expenses as part of this plan of $ 466,000 and $ 905,000 for the six months ended June 30, 2023 and 2022, respectively.

Company had an accrual of $ 55,000 as of June 30, 2023, which represents the estimate of future expense to be recognized for claims incurred

during the period.

6 unchanged sentences

The Company may also make discretionary contributions

No contributions to the plan were made by the Company or KCA for the three months ended March 31, 2023 and 2022.

The Company incurred $ 109,000 of expense for the three and six months ended June 30, 2023 for 401(k) employee contribution

No contributions to the plan were made by the Company or KCA for the three and six months ended June 30, 2022.

Company has an equity incentive plan that provides for the grant of stock options, restricted stock, and other equity awards of the Company’s

1 unchanged sentence

There were 3 million

shares reserved under the equity incentive plan and 2,704,000 shares remained as of March 31, 2023.

shares reserved under the equity incentive plan and 2,704,000 shares remained as of June 30, 2023.

The Company did not issue any shares

under this plan for the three months ended March 31, 2023 and 2022.

under this plan for the three and six months ended June 30, 2023 and 2022.

Related Party

6 unchanged sentences

KCA passed through to the Company its cost of $ 15,000 for the use of these names in

both the three months ended March 31, 2023 and 2022.

both the three ended June 30, 2023 and 2022, respectively, and $ 30,000 for the use of these names in both the six months ended June 30,

2023 and 2022.

KCA has earned no profit for

providing any services to the Company as KCA passes through any revenue or expenses to the Company’s subsidiaries for both the three

months ended March 31, 2023 and 2022.

As of March 31, 2023 and December 31, 2022, the Company had a payable to KCA of $ 9,000 and $ 4,000 ,

respectively, for miscellaneous expenses, which are in the line item “Accounts payable and accrued liabilities” on the statements

of financial condition.

providing any services to the Company as KCA passes through any revenue or expenses to the Company’s subsidiaries for the three

and six months ended June 30, 2023 and 2022.

As of June 30, 2023 and December 31, 2022, the Company had a payable to KCA for miscellaneous

expenses of $ 6,000 and $ 4,000 , respectively, which are in the line item “Accounts payable and accrued liabilities” on the

statements of financial condition.

brokers the insurance policies for related parties.

Revenue for PW from related parties was $ 69,000 and $ 20,000 for the three months ended

March 31, 2023 and 2022, respectively.

June 30, 2023 and 2022, respectively.

Revenue for PW from related parties was $ 91,000 and $ 95,000 for the six months ended June 30, 2023

and 2022, respectively.

Gebbia, and Gebbia Family Members

March 31, 2022, Gloria E.

Gebbia exchanged approximately $ 2.9 million of her notes payable to Company for 24 % of the outstanding and issued

membership interests in RISE.

Gebbia, a director of the Company, exchanged approximately $ 2.9 million of her notes payable to the Company

for 24 % of the outstanding and issued membership interests in RISE.

Company has entered into various notes payable with Gloria E.

Gebbia, the Company’s principal stockholder .

The Company had

interest expense related to theses notes payable of $ 0 and $ 70,000 for the three months ended March 31, 2023 and 2022, respectively.

Company’s obligations under its loan with East West Bank are guaranteed pursuant to a guarantee agreement by and among, John J.

Gebbia and Gloria E.

Gebbia, individually, and as a co-trustees of the John and Gloria Gebbia Trust.

Refer to Note 14 – Long-Term

Debt for additional detail.

Gebbia has extended loans to certain Company employees for the purchase of the Company’s shares.

The Company had interest expense related to these notes payable

of $ 0 and $ 31,000 for the three months ended June 30, 2023 and 2022, respectively.

The Company had interest expense related to these notes

payable of $ 0 and $ 101,000 for the six months ended June 30, 2023 and 2022, respectively.

Gebbia had extended loans to certain Company employees for the purchase of the Company’s shares.

These transactions have not

3 unchanged sentences

Gebbia hold executive positions within the Company’s subsidiaries and their compensation was

in aggregate $ 524,000 and $ 443,000 for the three months ended March 31, 2023 and 2022, respectively.

Part of their compensation includes

performance-based payments related to key revenue streams.

in aggregate $ 606,000 and $ 631,000 for the three months ended June 30, 2023 and 2022, respectively.

The compensation for the sons of Gloria

Gebbia and John J.

Gebbia was in aggregate $ 1,130,000 and $ 1,074,000 for the six months ended June 30, 2023 and 2023, respectively.

Part of their compensation includes performance-based payments related to key revenue streams.

May 22, 2023, Gloria E.

Gebbia issued a warrant to BCW Securities LLC, a Delaware limited liability company, to purchase 403,780 shares

of common stock of the Company held by Gloria E.

Gebbia at an exercise price of $ 2.15 per share.

May 24, 2023, the Board of Directors of the Company appointed John J.

Gebbia as Chairman of the Board and Chief Executive Officer.

Gebbia Sullivan County Land Trust

2 unchanged sentences

is a member of the Gebbia Family.

For both the three months ended March 31, 2023 and 2022, rent expense was $ 15,000 for this branch office.

For both the three months ended June 30, 2023 and 2022, rent expense was $ 15,000 for this branch office.

For both the six months ended June 30, 2023 and 2022, rent expense was $ 30,000 for this branch office.

Tigress and Hedge

2 unchanged sentences

with Tigress and Hedge Connection and Note 12– Equity Method Investment in Related Party for further detail.

During the year ended 2022,

RISE issued and Siebert sold membership interests of RISE to Siebert employees, directors and affiliates.

Refer to Note 4 – RISE

for further detail.

RISE entered into a clearing arrangement with MSCO and deposited a clearing fund escrow deposit of $ 50,000 to MSCO,

and had excess cash of approximately $ 1.2 million in its brokerage account at MSCO as of March 31, 2023.

During the year ended December

31, 2022, RISE issued and Siebert sold membership interests of RISE to Siebert employees, directors and affiliates, refer to Note 4 –

RISE for further detail.

RISE entered into a clearing arrangement with MSCO and deposited a clearing fund escrow deposit of $ 50,000 to

MSCO and had excess cash of approximately $ 1.3 million in its brokerage account at MSCO as of June 30, 2023.

Subsequent Events

The Company has evaluated

events that have occurred subsequent to March 31, 2023 and through May 15, 2023, the date of the filing of this Report.

April 27, 2023, the Company entered into an agreement to raise new capital into the Company by issuing new shares of the Company’s

common stock to Kakaopay Corporation (“Kakaopay”), a company established under the Laws of the Republic of Korea and a fintech

subsidiary of Korean-based conglomerate Kakao Corp.

Company entered into stock purchase agreements and ancillary agreements regarding this transaction.

The transaction will occur in two

tranches, and in the first tranche, Kakaopay will purchase a 19.9 % stake of the Company of 8,075,607 newly issued shares for approximately

$ 17.4 million.

In the second tranche, subject to shareholder and regulatory approval, Kakaopay will acquire an additional 31.1 % of the

Company of 25,756,470 of newly issued shares for approximately $ 60.5 million.

Refer to the Company’s Current Report on Form 8-K

filed on May 3, 2023 for further detail regarding this transaction.

of March 31, 2023 and December 31, 2022, the Company capitalized deferred issuance costs related to this transaction of $ 383,000 and $ 318,000 ,

respectively, which are recorded within the line item “Prepaid expenses and other assets” in the statements of financial condition.

events that have occurred subsequent to June 30, 2023 and through August 7, 2023, the date of the filing of this Report.

July 7, 2023, the Company entered into a new lease agreement expiring in December 2028 for office space in the World Financial Center

in New York City.

This office will replace the New Jersey office as one of the Company’s key operating centers and the total commitment

of the lease is approximately $ 2,114,000 .

July 10, 2023, the Company entered into a Share Redemption Agreement with Cynthia DiBartolo, CEO of Tigress, pursuant to which the Company

repurchased from Ms.

DiBartolo one million ( 1,000,000 ) of its common stock held by Ms.

DiBartolo in exchange for conveying to Ms.

the Company’s 17 % interest in Tigress.

The financial impact of the transaction for the Company will be a one-time non-cash expense

of approximately $ 185,000 for the three months ended June 30, 2023, which is recorded in the line item “Impairment of equity investments”

in the statements of operations.

Refer to Siebert’s Current Report on Form 8-K filed on July 14, 2023 for further detail regarding

this transaction.

Based on the Company’s

assessment, other than the events described above, there have been no material subsequent events that occurred during such period that

would require disclosure in this Report or would be required to be recognized in the financial statements as of March 31, 2023.

would require disclosure in this Report or would be required to be recognized in the financial statements as of June 30, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements