Siebert Financial agrees to sell 51% stake to Kakaopay in two tranches

SIEBERT FINANCIAL CORP

First tranche: 8,075,607 shares at $2.15/share for 19.9% fully diluted ownership.
Second tranche: 25,756,470 shares at $2.35/share to bring Kakaopay to 51% ownership.
Conditions include CFIUS review, FINRA approval, and Requisite Stockholder Approval for Second Tranche.
Gebbia Stockholders (controlling >50%) entered support agreement to vote in favor and non-compete.
Termination fee of $5 million payable by Siebert if Second Tranche terminated under certain conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SIEBERT FINANCIAL CORP entered into First Tranche Stock Purchase Agreement with Kakaopay Corporation valued at $2.15 per share (effective 2023-04-27).

Action: entry
Agreement: equity purchase
Counterparty: Kakaopay Corporation
Value: $2.15 per share
Effective: 2023-04-27

Exact text from the filing

On April 27, 2023, the Company entered into a Stock Purchase Agreement with Kakaopay (the "First Tranche Stock Purchase Agreement"), pursuant to which the Company will issue and sell to Kakaopay 8,075,607 shares of Common Stock (the "First Tranche Shares", and such transaction, the "First Tranche") at a per share price of Two Dollars Fifteen Cents ($2.15)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SIEBERT FINANCIAL CORP entered into Second Tranche Stock Purchase Agreement with Kakaopay Corporation valued at $2.35 per share (effective 2023-04-27).

Action: entry
Agreement: equity purchase
Counterparty: Kakaopay Corporation
Value: $2.35 per share
Effective: 2023-04-27

Exact text from the filing

Concurrent with the execution of the First Tranche Stock Purchase Agreement, the Company and Kakaopay entered into a second Stock Purchase Agreement (the "Second Tranche Stock Purchase Agreement", and together with the First Tranche Stock Purchase Agreement, the "Stock Purchase Agreements"), pursuant to which the Company will issue and sell to Kakaopay an additional 25,756,470 shares of Common Stock (the "Second Tranche Shares", and such transaction, the "Second Tranche") at a per share price of Two Dollars Thirty Five Cents ($2.35)

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Source: SEC EDGAR

accession 0001213900-23-035988

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