Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 18, 2022, the Company entered into a Reorganization Agreement
("Reorganization Agreement") with Tigress Holdings, LLC, a limited liability
company organized under the laws of Delaware ("Tigress Holdings"), whereby the
Company exchanged seven percent (7%) of the outstanding membership interests in
Tigress Holdings for all of Tigress Holdings' ownership interest in the
Company's subsidiary RISE Financial Services, LLC, a limited liability company
organized under the laws of Delaware ("RISE"). The Company intends to sell its
remaining interest in Tigress Holdings, representing seventeen percent (17%) of
the outstanding membership interests in Tigress Holdings, to Gloria E. Gebbia
for a consideration to be determined subject to an independent fairness opinion.
Gloria E. Gebbia is a director and controlling shareholder of the Company.
Pursuant to the Reorganization Agreement, Cynthia DiBartolo, the Chief Executive
Officer and controlling owner of Tigress Holdings, will resign from her position
as Chief Executive Officer and board member of RISE and will not stand for
re-election to the Company's board of directors.
Concurrent with the Reorganization Agreement, RISE entered into a Termination
Agreement ("Termination Agreement") with Hedge Connection, Inc., a corporation
organized under the laws of Florida ("Hedge Connection"), and its Chief
Executive Officer and principal shareholder, Lisa Vioni. Pursuant to the
Termination Agreement, the parties terminated the Purchase Agreement, dated
January 21, 2022, by and among the parties. Under the terms of the Termination
Agreement, the Company will re-convey to Hedge Connection, Hedge Connection
common stock representing twenty percent (20%) of Hedge Connection and the
related option from Ms. Vioni to acquire 100% of Ms. Vioni's remaining interest
in Hedge Connection.
The Termination Agreement also terminates the Hedge Connection technology
license agreement, and terminates a voting agreement with Ms. Vioni providing
the Company with the right to appoint one director to the board of directors of
Hedge Connection. Pursuant to the Termination Agreement, Ms. Vioni will resign
from her position from the Board of Directors of RISE, as well as the President
of RISE Prime - Capital Introduction, a division of RISE.
Under the Termination Agreement, Ms. Vioni shall become a registered
representative of the broker-dealer subsidiary of Tigress Holdings, Tigress
Financial Partners, LLC, a limited liability company organized under the laws of
Delaware ("Tigress Financial"), and RISE shall assign to Tigress Financial
prospective prime brokerage customers of RISE who were solicited by RISE from
January 1, 2022 through the closing date of the Reorganization Agreement. In
exchange, Tigress Financial will split revenue with RISE on certain customers
pursuant to the Reorganization Agreement.
As of the date of this Current Report, the Company is assessing the financial
impact of these transactions which may result in a material one-time charge to
the Company's financial statements.
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).
10-26 Reorganization Agreement By and Among Tigress Holdings, LLC, Rise
Financial Services, LLC, and Siebert Financial Corp. dated October
18, 2022
10-27 Termination Agreement By and Among Hedge Connection, Inc., Lisa Vioni,
Rise Financial Services, LLC, and Siebert Financial Corp., dated October
18, 2022
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