Item 1.01 Entry into a Material Definitive Agreement
On November 16, 2021, Siebert Financial Corp. (the "Company") entered into an
agreement with the Company and Tigress Holdings, LLC, a Delaware limited
liability company ("Tigress"). As part of the agreement, (i) Tigress transferred
to the Company limited liability company membership interests representing
twenty-four percent (24%) of the outstanding membership interests in Tigress;
and (ii) the Company transferred to Tigress limited liability company membership
interests representing twenty-four percent (24%) of the outstanding membership
interests of the Company's wholly-owned subsidiary WPS Prime Services, LLC, a
Delaware limited liability company ("WPS") and 1,449,525 shares of the Company's
common stock. The value of the shares of the Company's common stock was
determined using a 60-day average of the Company's common stock price as
reported by the NASDAQ Capital Market.
As part of the transaction, WPS will be renamed to RISE Financial Services, LLC
("RISE"), and Tigress' founder, Cynthia DiBartolo, will continue as CEO of
Tigress, and will assume the position as CEO of RISE. Gloria E. Gebbia, one of
the Company's directors, will assume the position of Chief Impact Officer at
RISE. Ms. DiBartolo will be appointed to Siebert's Board of Directors and Ms.
Gebbia will join Tigress' Board of Directors.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company's Board of Directors appointed Cynthia DiBartolo as a new member of
the Company's Board of Directors, effective November 16, 2021. Ms. DiBartolo's
term of office will continue until the next annual meeting of the Company's
shareholders.
As noted above, Ms. DiBartolo is founder of Tigress and has been its CEO for 11
years. Ms. DiBartolo has over 35 years of experience in finance, sales, legal
and risk management with Bear Sterns, Merrill Lynch, Smith Barney and Citigroup.
In 2009, she became suddenly disfigured and disabled after a battle with
recurrent head and neck cancer, this prompted her to found Tigress Financial
Partners, a disabled and woman-owned and operated financial services firm. Under
Ms. DiBartolo's leadership, Tigress has evolved into a premier registered
full-service broker-dealer providing services in capital markets underwriting,
investment banking, equity research, global debt and equity securities sales and
trading, NYSE floor broker and investor services including global wealth
management and asset management. In March 2021, StoneX Capital Inc, a Fortune
100 Company, purchased a minority stake in Tigress, the nation's only disabled
and woman-owned financial service firm. Tigress and its clients will benefit
from StoneX's global reach, broad product range, and best-in-class
technology. In July 2021, Ms. DiBartolo and Tigress Financial Partners made
history becoming the first disabled and woman-owned floor broker and member of
the New York Stock Exchange in the Big Board's 229-yr history.
As part of her mission, Ms. DiBartolo has undertaken the responsibility of
expanding opportunity for women and the disabled in the world of banking and
finance, becoming a recognized voice with respect to advancing equality of
opportunity in the financial services sector.
Ms. DiBartolo has been appointed to and serves on a number of boards in relation
to her personal and professional career including but not limited to:
Chairperson of the Rainbow PUSH Coalition Steering Committee for Financial
Services; Founder & Chairperson of the Diversity Broker-Dealer & Asset
Management Coalition; Chairperson of the Greater New York Chamber of Commerce;
Vice President of the Women's Syndicate Association; Board of Consultors for
Villanova University, Charles Widger School of Law; Member of the BNY Mellon |
Pershing Minority Business Enterprise (MBE) Council, Member of the Board of
Directors for the National Association of Securities Dealers (NASP) and is a
strategic advisor to Wanda Durant and the Durant Center committed to empowering
women and the underserved in black and brown communities through financial
literacy.
She received a Bachelor of Arts with honors in Political Science and Theatre
from Wagner College and earned a Juris Doctorate from Villanova University,
School of Law. She holds FINRA Series SIE, 7, 24, 63 and 99 Licenses. She was
admitted to the New York, New Jersey and Connecticut State Bars.
Ms. DiBartolo has not been a party to any legal proceeding in the past five (5)
years. Ms. DiBartolo is 59 years old.
Since the beginning of the Company's last fiscal year, there have been no
related party transactions involving Ms. DiBartolo (or any of her immediate
family members) required to be reported under Item 404(a) of Regulation S-K.
Item 8.01 Other Items
A copy of the press release related to the above developments is furnished with
this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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
99.1 Press Release issued by Siebert Financial Corp., dated November
17, 2021.
10.19 Agreement between Siebert Financial Corp. and Tigress Holdings,
LLC, dated November 16, 2021.
104 Cover Page Interactive Data File (embedded with Inline XBRL
document).
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