[8-K] Siebert Financial Corp Reports Material Event

Rhea-AI Filing Summary

Key Takeaway: On 27 June 2025, Siebert Financial Corp. (Nasdaq: SIEB) disclosed that it has entered into a Sales Agreement with its wholly-owned subsidiary Muriel Siebert & Co., LLC and Ladenburg Thalmann & Co. Inc. allowing the company to sell, from time to time, up to $50 million of its common stock through an "at-the-market" (ATM) equity offering.

The shares are registered under an effective shelf registration statement on Form S-3 (File No. 333-287680) declared effective by the SEC on 9 June 2025 and will be offered via a prospectus supplement dated 27 June 2025. Sales may be executed by the Agents as principal or agent using any method permitted for ATM programs, and the company can set minimum acceptable prices, suspend, or terminate the offering at its discretion; it is not obligated to sell any shares.

Compensation terms include a 3.0 % commission on gross proceeds payable to the Agents, plus reimbursement of specified expenses. Ladenburg will act as the "qualified independent underwriter" under FINRA Rule 5121 and is entitled to an additional fee for that role. Customary indemnification and contribution provisions are included. Key supporting documents were filed as exhibits: 5.1 (legal opinion), 10.50 (Sales Agreement), 23.1 (consent), and 104 (cover page interactive data).

No financial results, intended use of proceeds, or other operational updates were provided; the filing solely reports entry into a material definitive agreement that gives Siebert Financial incremental flexibility to raise equity capital when market conditions are favorable.

Positive

• Flexible capital access: The ATM program lets the company raise up to $50 million whenever market conditions are favorable.
• Company control: Siebert can set minimum prices and suspend or terminate sales at any time, avoiding unfavorable issuance.
• Regulatory compliance: An effective Form S-3 shelf and a qualified independent underwriter (Ladenburg) support streamlined, compliant offerings.

Negative

• Potential dilution: Issuing new shares under the program will increase shares outstanding, reducing existing holders’ percentage ownership.
• Issuance costs: A 3 % commission plus expenses will lower net proceeds available to the company.
• Market pressure risk: Continuous ATM selling can place downward pressure on the share price if executed during weak demand periods.

Insights

Financial Analyst

TL;DR: $50 M ATM program adds funding flexibility but could expand share count, a generally neutral capital-raising step.

The agreement equips Siebert Financial with the ability to tap public equity markets quickly, which can strengthen liquidity or fund strategic initiatives once proceeds are raised. Because the company is not committed to sell any amount and controls pricing thresholds, management retains discretion to issue shares only when valuations are acceptable. The 3 % commission aligns with typical ATM costs. However, any issuance will increase shares outstanding and may weigh on per-share metrics. Ladenburg’s role as qualified independent underwriter addresses potential conflicts arising from MSCO’s related-party status. Overall, the filing is routine capital-markets housekeeping with limited immediate valuation impact.

Capital Markets Specialist

TL;DR: Standard ATM setup; supports capital access, modest dilution risk, net neutral for current investors.

ATMs are common among small-cap brokers like SIEB that seek opportunistic issuance capacity without launching full follow-on deals. The $50 million ceiling is material relative to SIEB’s micro-cap status, yet sales will occur incrementally, mitigating abrupt market pressure. FINRA Rule 5121 compliance via Ladenburg as QIU reduces regulatory friction tied to the subsidiary acting as agent. Cost structure (3 % plus expenses) is within market norms. Because timing, size, and usage of proceeds remain undefined, the announcement carries limited immediate market impact, serving mainly as a readiness tool.

false 0000065596 0000065596 2025-06-27 2025-06-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): June 27, 2025

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)

653 Collins Avenue, Miami Beach, FL		33139
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 385-1861

N/A

(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 June 27, 2025, Siebert Financial Corp. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Muriel Siebert & Co., LLC (“MSCO”), and Ladenburg Thalmann & Co. Inc (“Ladenburg” and together with MSCO, the “Agents”), pursuant to which the Company may offer and sell, from time to time through or to the Agents, as sales agent or principal, shares of the Company’s common stock, par value $0.01 per share (the “Shares”), having an aggregate offering price of up to $50,000,000 (the “Offering”). Ladenburg is acting as the “qualified independent underwriter,” within the meaning of Financial Industry Regulatory Authority Rule 5121, in connection with the Offering and will be paid a fee in addition to any compensation received by the Agents. MSCO is a wholly-owned subsidiary of the Company.

The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3 (File No. 333-287680) and the related base prospectus filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 30, 2025, and declared effective by the SEC on June 9, 2025 (the “Registration Statement”), as supplemented by a prospectus supplement (the “Prospectus Supplement”) dated June 27, 2025 and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

Under the Sales Agreement, the Agents may sell the Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act. The Company may instruct the Agents not to sell the Shares if the sales cannot be effected at or above the price designated by the Company from time to time.

The Company is not obligated to make any sales of the Shares under the Sales Agreement. The Company or the Agents may suspend or terminate the Offering upon notice to the other party and subject to other conditions.

The Company will pay the Agents a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide the Agents with customary indemnification and contribution rights. The Company will also reimburse the Agents for certain specified expenses in connection with entering into the Sales Agreement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.50 to this Current Report on Form 8-K and is incorporated herein by reference.

Mitchell Silberberg & Knupp LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The Shares will be sold pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement and any accompanying prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

Exhibit Number		Description
5.1		Opinion of Mitchell Silberberg & Knupp LLP.
10.50		Sales Agreement, dated June 27, 2025, by and between Siebert Financial Corp., Muriel Siebert & Co., LLC and Ladenburg Thalmann & Co. Inc.
23.1		Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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 hereunto duly authorized.

Dated: June 27, 2025	SIEBERT FINANCIAL CORP.
	By	/s/ Andrew H. Reich
		Andrew H. Reich Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Secretary (Principal financial and accounting officer)

2

FAQ

What did Siebert Financial (SIEB) disclose in its 8-K dated June 27, 2025?

The company entered into a Sales Agreement enabling an at-the-market offering of up to $50 million in common stock.

How much stock can SIEB sell under the new Sales Agreement?

Siebert Financial may sell shares with an aggregate offering price of up to $50 million.

Who are the agents and underwriters for the offering?

Muriel Siebert & Co., LLC and Ladenburg Thalmann & Co. Inc. will act as sales agents; Ladenburg is the qualified independent underwriter.

What commission will the agents receive on stock sales?

The agents will receive a 3.0 % commission on the aggregate gross proceeds from each sale of shares.

Is Siebert Financial required to sell shares under this agreement?

No. The company is not obligated to make any sales and may suspend or terminate the offering at any time.

Under which SEC registration statement will the shares be offered?

Sales will be made under Form S-3 Registration Statement File No. 333-287680, declared effective on 9 June 2025.