Siebert Financial Corp. entered into an agreement to issue newly issued shares for the gross proceeds of $17 million on April 27, 2023. The transaction included participation from new investor Kakao Pay Corp. The transaction is subject to shareholder and regulatory approval. Kakao Pay will acquire 19.9% stake of Siebert Financial Corp. The transaction is expected to close on May 5, 2023.

On the same date, the company announced that it has issued 8,075,607 shares of Common Stock at a per share price of $2.15 for the gross proceeds of $17,362,555, in the first tranche which will represent 19.9% of the outstanding equity securities of the Company on a fully diluted basis. The consummation of the First Tranche is further subject to specific conditions. The conditions of investor's obligation to close the First Tranche, includes among others, the filing by the Company of the notice of the change in ownership and control of Park Wilshire with the Texas Department of Insurance. The approval of the Company's stockholders is not required to close the First Tranche.
Concurrent with the execution of the First Tranche Stock Purchase Agreement, the Company issued an additional 25,756,470 shares of Common Stock at a per share price of $2.35 for the gross proceeds of 60,527,705, so that investor will own 51% of the outstanding equity securities of the Company on a fully diluted basis. The consummation of the Second Tranche is also subject to a number of specific conditions. The conditions of investor's obligation to close the Second Tranche, includes among others, 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 the Gebbia Stockholders, Kakaopay or any of their respective affiliates, approval by FINRA, favorable completion of the review by the Committee on Foreign Investment in the United States, certain performance conditions relating to order execution and the execution of employment and consulting agreements for key personnel of the Company and the Company's registered broker-dealer subsidiary, Muriel Siebert & Co., Inc., 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.

The consummation of each of the First Tranche and the Second Tranche is subject to a number of conditions, including among others, the listing by the Company of the shares of Common Stock issuable in the First Tranche and the Second Tranche, respectively, on the Nasdaq Capital Market, the accuracy of certain representations and warranties as of the closing of the First Tranche and Second Tranche, respectively, the absence of any material adverse effect having occurred between April 27, 2023 and the closing of the First Tranche and the Second Tranche, respectively, and the performance by each of Kakaopay and the Company of all covenants, agreements and obligations required to be performed by each party prior to the closing of the First Tranche and Second Tranche, respectively.