Item 8.01 Other Events.
As previously reported on
April 27, 2023, Siebert Financial Corp. (the “Company”) entered into a First Tranche Stock Purchase Agreement with Kakaopay
Corporation (“Kakaopay”), a company established under the Laws of the Republic of Korea and a fintech subsidiary of Korean-based
conglomerate Kakao Corp., pursuant to which the Company agreed to issue and sell to Kakaopay 8,075,607 shares of Common Stock (the “First
Tranche Shares”, and such transaction, the “First Tranche”) at a per share price of Two Dollars Fifteen Cents ($2.15),
which will represent 19.9% of the outstanding equity securities of the Company on a fully diluted basis (taking into account the issuance
of the First Tranche Shares).
On May 18, 2023, the Company
and Kakaopay closed the First Tranche.
Concurrent with the consummation
of the First Tranche, the Company, Kakaopay, and the certain members of the Gebbia Family (“Gebbia Stockholders”) entered
into a Stockholders’ Agreement (the “Stockholders’ Agreement”) whereby the parties agreed that the Company’s
Board of Directors would consist of seven directors. The parties agreed that following the consummation of the First Tranche, one of the
seven directors would be designated by Kakaopay, and six (the “Gebbia Directors”) would be nominated by the Gebbia Stockholders,
of whom three shall be independent directors.
Concurrent with the consummation of the First Tranche, the Company
and Kakaopay entered into a Registration Rights Agreement (the “Registration Rights Agreement”) whereby the Company agreed
to grant Kakaopay certain registration rights with respect to certain securities of the Company held by Kakaopay. In exchange for such
registration rights, the parties agreed to a lock-up period ending the earlier of the outside date pursuant to the Second Tranche Stock
Purchase Agreement and the date that such agreement is terminated.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction in connection with the stock purchase agreements, the transactions or stockholder approval
or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made
in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction
not subject to, such registration requirements.
Participants in the Solicitation
The Company and their directors
and executive officers may be deemed participants in the solicitation of proxies of the Company’s stockholders in respect of the
proposed Second Tranche Stock Purchase Agreement with Kakaopay, which is described in the Company’s Current Report on Form 8-K filed
on May 3, 2023. The Company’s stockholders and other interested persons may obtain more detailed information about the names and
interests of these directors and officers of the Company, including, when filed with the SEC, the Company’s proxy statement. These
documents can be obtained free of charge at the SEC’s web site at www.sec.gov.
This Current Report on Form
8-K contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 with respect to the proposed transactions. These forward-looking statements generally are identified
by the words such as “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections
and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual
future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to:
(i) the risk that the closing of the First Tranche Stock Purchase Agreement or Second Tranche Stock Purchase Agreement may not be completed
in a timely manner or at all, which may adversely affect the price of the Company’s securities; (ii) the failure to satisfy the
conditions to the closing of the First Tranche Stock Purchase Agreement or Second Tranche Stock Purchase Agreement, including the approval
of various regulators and approval by a majority-of-the-minority stockholders of the Company; (iii) the occurrence of any event, change
or other circumstance that could give rise to the termination of the First Tranche Stock Purchase Agreement or Second Tranche Stock Purchase
Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the First Tranche Stock Purchase
Agreement, Second Tranche Stock Purchase Agreement or related transaction agreements following the announcement of the entry into the
agreements; (v) the ability of the parties to recognize the benefits of the investment; the expected future market opportunities of the
Company, and (vi) those factors discussed in the Company’s filings with the SEC and that that will be contained in the definitive
Proxy Statement relating to a Special Meeting of Shareholders. You should carefully consider the foregoing factors and the other risks
and uncertainties that will be described in the “Risk Factors” section of the definitive Proxy Statement and other documents
to be filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
while the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation to update
or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable
law. The Company gives no assurance that the Company will achieve its expectations.