Item 1.02 Termination of a Material Definitive Agreement.
As reported in a Current Report on Form 8-K filed June 26, 2020, on June 22, 2020, Siebert Financial Corp. (the “Company”) (NASDAQ: SIEB) and WPS Acquisitions, LLC, a Delaware LLC (the “Purchaser”) entered into an
Equity Interests Purchase Agreement (the “Agreement”), pursuant to which, upon the closing of the Agreement, the Purchaser would have acquired from the Company (the “Acquisition”) all of the member interests in WPS Prime Services, LLC (the “Equity
Interests”) owned by the Company.
By notice dated July 24, 2020, the Company terminated the Agreement effective July 24, 2020. The Agreement was terminated pursuant to Section 7.1(d) thereof which permits the Company to terminate the Agreement if
certain closing deliveries of the Purchaser become incapable of fulfillment or if Purchaser is incapable of fulfilling its obligation to make the certain payments required by the Agreement. As a result of the termination of the Agreement the
Purchaser’s deposit, which had been placed in escrow, was returned to the Purchaser. No termination penalty was incurred or became payable by the Company in connection with the termination of the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with
the SEC on June 26, 2020 and which is incorporated herein by reference.
Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements typically are identified by use of terms such as “may,” “project,” “should,” “plan,” “expect,” “anticipate,” “believe,” “estimate” and similar words. Forward-looking statements include statements regarding the
impact of disruptions to the Company’s operations caused by the COVID-19 pandemic. Such forward-looking statements are based on the Company’s current expectations and assumptions regarding capital market conditions, our business, the economy and
other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may
differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the impact of the
COVID-19 pandemic on the Company and the United States and global financial markets and economies as a whole. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information regarding COVID-19, future events or otherwise. The Company’s actual results could differ materially from those contained in forward-looking statements due to a number of factors, including the statements under “Risk
Factors” found in the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q filed with the SEC.