UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 2021
Siebert Financial Corp.
(Exact name of registrant as specified in its charter)
New York | 0-5703 | 11-1796714 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
535 Fifth Avenue, 4th Floor, New York, NY | 10017 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 644-2400 | ||||
| ||||
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock - $0.01 par value | SIEB | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination of a Material Definitive Agreement
On August 30, 2021, Goldman Sachs & Co. LLC ("GSCO") notified WPS Services LLC ("WPS") that it decided to terminate the Amended and Restated Fully Disclosed Clearing Agreement between WPS and GSCO (assignee of Goldman Sachs Execution & Clearing, L.P. ("GSEC")), dated April 1, 2015, as may have been amended, and the Clearing Agreement (Independent (Non-Guaranteed) Introducing Broker) between WPS and GSCO (assignee of GSEC), dated July 28, 2009, as may have been amended.
GSCO clears most of WPS' customers' trades. The impact of this development will not materially adversely affect Siebert's consolidated net income for the year ended December 31, 2021; however, it will materially adversely affect Siebert's consolidated results of operations in future periods. We anticipate the increase in revenue and net income from Siebert's other business lines in future periods will substantially offset the reduction in WPS's revenue and net income.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| 104 | Cover Page Interactive Data File (embedded with Inline XBRL document). |
SIGNATURES
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.
| Dated: September 3, 2021 | SIEBERT FINANCIAL CORP. |
| By /s/ Andrew H. Reich | |
| Andrew H. Reich | |
| Executive Vice President, Chief Operating | |
| Officer, Chief Financial Officer, Secretary | |
| and Director (Principal executive, financial | |
| and accounting officer) |