Item 2.01 Completion of Acquisition or Disposition of Assets

On March 31, 2022, Gloria E. Gebbia entered into a certain Debt Exchange Agreement with Siebert Financial Corp. (the "Company") pursuant to which she converted $2,880,000 in outstanding loans she had made to the Company in exchange for limited liability membership interests in RISE Financial Services, LLC, a Delaware corporation ("RISE Financial") held by the Company. The interests in RISE Financial sold to Ms. Gebbia (the "RISE Financial Interests") represents 24% of the outstanding limited liability company membership interests in RISE Financial. The purchase price for the RISE Financial Interests was based, in part, on the independent fairness opinion, dated November 11, 2021 rendered in connection with the previously reported transaction with Tigress Holdings, LLC. Following the exchange, the remaining ownership interest in RISE Financial held by the Company will be 49.08%. Ms. Gebbia is a director of the Company and wife of director John J. Gebbia.

In addition, the Company repaid to Ms. Gebbia in cash an additional $1,000,000 of her outstanding loans to the Company in two equal installments on March 31, 2022 and April 5, 2022. The remaining debt to Ms. Gebbia as of April 6, 2022 is $120,000.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.    Description of Exhibit
  10.24          Debt Exchange Agreement, dated March 31, 2022
104            Cover Page Interactive Data File (embedded with Inline XBRL document).

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