Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed in a Current Report on Form 8-K, filed on July 19, 2019,
Siebert Financial Corp. (the "Company") (NASDAQ: SIEB) and StockCross Financial
Services, Inc., a Massachusetts corporation ("StockCross"), entered into a
binding letter of intent (the "Letter of Intent"), setting forth the basic terms
under which the Company will acquire from the StockCross shareholders (the
"Acquisition"), all of the issued and outstanding shares of common stock of
StockCross  (the "StockCross Shares") owned by the StockCross shareholders in
exchange for shares of common stock of the Company.  The Letter of Intent
provides that the completion of the Acquisition is subject to preparation and
execution of agreements setting forth the definitive terms of the Acquisition.
As of December 31, 2019, the Company entered into an Agreement and Plan of
Merger by and between the Company, Muriel Siebert & Co, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company ("MSCO"), StockCross and
Michael J. Colombino, on behalf of himself and as representative of the other
StockCross shareholders (the "Merger Agreement"), pursuant to which the Company
acquired, from the StockCross shareholders, all of the StockCross Shares in
exchange for a total of 3,298,774 shares of common stock of the Company and
StockCross was merged with and into MSCO (the "Merger").  The Merger was
effective on January 1, 2020 (the "Closing Date") and as a result, StockCross
merged with and into MSCO.
Prior to the Merger, MSCO owned 15% of the issued and outstanding common stock
of StockCross and the Company and StockCross were affiliated entities through
common ownership.
The Merger Agreement was approved by a majority of the uninterested members of
the Company's audit committee and board of directors.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by the full text of the Merger
Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
The issuance of the shares of common stock of the Company (the "Company Stock")
pursuant to the Merger Agreement is subject to shareholder approval pursuant to
Nasdaq Rule 5635(a)(2).  The Company has received the written consent of a
majority of shareholders to the issuance and is in the process of filing an
Information Statement with the Securities and Exchange Commission ("SEC")
notifying the Company's other shareholders of the action by written consent of
the holders of a majority of the shares.  The Company Stock to be issued
pursuant to the Merger Agreement will be held in escrow until no earlier than 20
days after the Information Statement is first transmitted to the Company's
shareholders.
The failure of the Company to obtain the approvals required by NASDAQ rule
5635(a) was inadvertent and active steps are being made to correct such
omission.
Item 2.01  Completion of Acquisition or Disposition of Assets

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

No issuance of any of the securities by the Company in connection with the Acquisition was registered under the Securities Act of 1933, as amended (the "Securities Act"). Such issuances were conducted in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. --------------------------------------------------------------------------------



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. 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, 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.
(a) Financial statements of businesses acquired.
The Company will file the financial statements required by Item 9.01(a) of Form
8-K by an amendment to this Current Report on Form 8-K no later than 71 days
from the date this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The Company will file the pro forma financial information required by Item
9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later
than 71 days from the date this Current Report on Form 8-K is required to be
filed.
(d) Exhibits
Exhibit No. Description

  99.1        Agreement and Plan of Merger, dated as of December 31, 2019 by and
            among Siebert Financial Corp., Muriel Siebert & Co., Inc., StockCross
            Financial Services, Inc. ("StockCross") and each of the shareholders of
            StockCross.

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