What changed in this filing

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Item 1A. Risk Factors

2023-08-07 compared with 2023-05-15 · 28 added, 36 removed, 12 unchanged (84% of the section changed)

9 unchanged sentences

12,959,556 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.

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.

stock, or approximately 33% of our shares of our common stock outstanding, are currently held by non-affiliates as of August 4, 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.

Description of Document

First Tranche Stock Purchase Agreement

Second Tranche Stock Purchase Agreement

Foreign Broker-Dealer Fee Sharing Agreement

Support and Restrictive Covenant Agreement

Stockholders’ Agreement

Registration Rights and Lock-Up Agreement

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.

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.

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# 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.

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.

/s/ Andrew H.

Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Secretary

(Principal executive, financial and accounting

The Closing of the Second Tranche Stock

Purchase Agreement with Kakaopay is subject to a number of closing conditions, including various regulatory approvals, and there can be

no assurance that such conditions will be satisfied or that the Second Tranche will close.

consummation of the Second Tranche of the investment in Siebert by Kakaopay is subject to a number of conditions, including among others,

(i) the affirmative vote of a majority of the outstanding shares of Common Stock and the affirmative vote of the holders of a majority

of the outstanding shares of Common Stock not beneficially owned, directly or indirectly, by John J.

Gebbia and Gloria Gebbia and certain

of their family members, Kakaopay or any of their respective affiliates, (ii) the approval by FINRA, (iii) the favorable completion of

the review by the Committee on Foreign Investment in the United States (“CFIUS”), (iv) certain performance conditions relating

to order execution and the execution of employment and consulting agreements for key personnel of Siebert and Siebert’s registered

broker-dealer subsidiary, Muriel Siebert & Co., Inc.

(v) the approvals in connection to the filing of an overseas direct investment

report as required under the Foreign Exchange Transactions Act of the Republic of Korea, and, if applicable in accordance with applicable

law, any antitrust report or filing with the Korea Fair Trade Commission shall have been obtained or provided;

(vi) the listing by Siebert

of the shares of Common Stock issuable in the Second Tranche on the Nasdaq Capital Market, (vii) the accuracy of certain representations

and warranties as of the closing of the Second Tranche, (viii) the absence of any material adverse effect having occurred between April

27, 2023 and the closing of the Second Tranche, and (ix) the performance by each of Kakaopay and Siebert of all covenants, agreements

and obligations required to be performed by each party prior to the closing of the Second Tranche.

There can be no assurance that any

or all of the conditions necessary to close the Second Tranche Stock Purchase Agreement will be satisfied or that the Second Tranche will

Refer to Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation – Transaction

with Kakaopay above;

and Siebert’s Current Report on Form 8-K filed on May 3, 2023 for a description of the transaction with Kakaopay.

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 1A. Risk Factors