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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): December 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 1.01 Entry into a Material Definitive Agreement

On December 30, 2021, Siebert Financial Corp. (the “Company”) completed a purchase agreement (the “Agreement”) to acquire a commercial office building and associated property (the “Office Building”) located at 653 Collins Ave, Miami Beach, FL. The Office Building contains approximately 12,000 square feet of office space, which will be used as one of the primary operating centers for the Company. The seller of the property is City National Bank of Florida, a national banking association, as trustee under the provisions of a certain Trust Agreement, dated 22nd day of March, 1993 (the “Seller”). The Seller has no material relationship with the Company.

Pursuant to the terms of the Agreement, the Company’s obligation to close the acquisition of the Office Building was subject to customary closing conditions. The Agreement contains customary representations and warranties by the Seller.

The contract purchase price for the Office Building was $6,750,000, exclusive of customary real estate transaction costs. The Company funded the purchase price via approximately $750,000 of the Company’s cash, a loan agreement with Gloria E. Gebbia, and a loan agreement with East West Bank, which are summarized below.

On December 30, 2021, Gloria E. Gebbia, the Company’s principal stockholder, entered into a note agreement to lend the Company $2 million to finance part of the purchase of the Office Building. The annual interest rate is 4% which will be paid monthly. The note matures on 12/30/2022 and can be renewed at any time.

On December 30, 2021, the Company entered into a loan agreement with East West Bank for approximately $4 million to finance part of the purchase of the Office Building.

The Company’s obligations under the loan agreement are secured by a lien on the Office Building and the term of the loan is 10 years. The repayment schedule will utilize a 30-year amortization period, with a balloon on the remaining amount due at the end of ten years. The interest rate is 3.6% for the first 7 years, and thereafter the interest rate shall be at the prime rate as reported by the Wall Street Journal, provided that the minimum interest rate on any term loan will not be less than 3.6%. As part of the loan agreement, the Company must maintain a debt service coverage ratio of 1.4 to 1. The loan is subject to a prepayment penalty over the first five years which is calculated as a percentage of the principal amount outstanding at the time of prepayment. This percentage is 5% in the first year and decreases by 1% each year thereafter, with the prepayment penalty ending after 5 years.

Item 8.01 Other Items

A copy of the press release associated with the above is furnished with this Form 8-K as Exhibit 99.1.

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).
| 99.1 | Press Release issued by Siebert Financial Corp., dated January 3, 2022.
| 10.20 | Purchase Agreement, dated as of December 30, 2021, for 653 Collins Ave, Miami Beach, FL, between Siebert Financial Corp. and City National Bank of Florida, a national banking association, as trustee under the provisions of a certain Trust Agreement, dated 22nd day of March, 1993
| 10.21 | Promissory Note, dated as of December 30, 2021, made by Siebert Financial Corp. in favor of Gloria E. Gebbia
| 10.22 | Promissory Note and Loan and Security Agreement, dated as of December 30, 2021, between East West Bank and Siebert Financial Corp.

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: January 5, 2022 | 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)