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Item 1A. Risk Factors

2023-11-14 compared with 2023-08-07 · 91 added, 33 removed, 7 unchanged (95% of the section changed)

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.

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.

may be a limited public market for our common stock;

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;

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.

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

2 unchanged sentences

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.

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

The Closing of the Second Tranche 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, which have not yet been

satisfied as of the date of this Report.

The conditions to Kakaopay’s obligation to close the Second Tranche include, among others,

(i) the affirmative vote of a majority of the outstanding shares of Siebert’s common stock and the affirmative vote of the holders

of a majority of the outstanding shares of Siebert’s common stock not beneficially owned, directly or indirectly, by the Gebbia

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

by CFIUS, (iv) certain performance conditions relating to order execution and the execution of employment and consulting agreements for

key personnel of Siebert and MSCO, (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;

listing by Siebert of the Second Tranche Shares on the Nasdaq Capital Market, (vii) the accuracy of certain representations and warranties

of Siebert as of the closing of the Second Tranche, (viii) the absence of any material adverse effect having occurred with respect to

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

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

The conditions to Siebert’s obligation

to close the Second Tranche include, among others, (i) the affirmative vote of the holders of a majority of the outstanding shares of

Siebert’s common stock not beneficially owned, directly or indirectly, by the Gebbia Stockholders, Kakaopay or any of their respective

affiliates, (ii) approval by FINRA, (iii) favorable completion of the review by CFIUS, (iv) the accuracy of certain representations and

warranties of Kakaopay as of the closing of the Second Tranche, (v) the absence of any material adverse effect having occurred with respect

to Kakaopay between April 27, 2023 and the closing of the Second Tranche, and (vi) the performance by Kakaopay of all covenants, agreements

and obligations required to be performed by it 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.

Certain of the conditions require action by Kakaopay, including providing information related to Kakaopay (and its affiliates) required

to obtain FINRA and CFIUS approval.

the closing of the First Tranche, Korean authorities have taken action against Kakaopay, its parent company, Kakao Corp., and their affiliates.

In addition, Kakao Corp., recently announced that it will establish an independent compliance committee for Kakao Corp.

and its subsidiaries

to address what it described as the current crisis at Kakao Corp.

and its subsidiaries.

Siebert believes these events have had a material

adverse effect on both Kakaopay and its ability to perform its obligations under the Second Tranche Stock Purchase Agreement and consummate

the transactions contemplated therein.

Accordingly, on November 11, 2023, Siebert delivered a notice to Kakaopay stating that a material

adverse effect had occurred with respect to Kakaopay and that, as a result, Siebert’s conditions to closing will not be satisfied.

The notice also specified that Kakaopay has indicated that it has no intention of satisfying the conditions precedent to Siebert preparing

the proxy statement contemplated by the Second Tranche Stock Purchase Agreement.

Siebert is considering its rights and obligations under

the Second Tranche Stock Purchase Agreement, including evaluating whether and under what circumstances the Second Tranche Stock Purchase

Agreement might be terminated, and has reserved all of its rights and remedies, including Siebert’s right to assert that Kakaopay

has materially breached a number of covenants in the Second Tranche Stock Purchase Agreement.

On November 12, 2023, Kakaopay delivered

a letter in response to the notice that expressed Kakaopay’s disagreement with the statements in the notice.

As a result of the

foregoing, Siebert has incurred and may incur additional legal expenses evaluating these matters, the amount of which is uncertain as

of the date hereof.

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.

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, incorporated herein by reference,

for further detail.

Description of Document

Share Redemption Agreement, dated July 10, 2023, by and among Cynthia DiBartolo, Siebert Financial Corp., and Tigress Holdings, LLC

Certification of Principal Executive 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 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 pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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).

Inline XBRL Taxonomy Extension Schema Document.

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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.

Chief Executive Officer

(Principal executive officer)

/s/ Andrew H.

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

(Principal financial and accounting officer)

November 14, 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 1A. Risk Factors