Item 1A. Risk Factors
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.
12,959,556 shares of our common
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.
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.
The
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
close. 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.
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