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Registrant Name |
Cohen
& Co Inc. |
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):
January 5, 2024
Cohen & Company
Inc.
(Exact name of registrant as specified in its
charter)
Maryland |
|
1-32026 |
|
16-1685692 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia,
Pennsylvania |
|
19104 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (215) 701-9555
Not Applicable
(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 (17 CFR 230.425) |
¨ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, par value $0.01 per share |
|
COHN |
|
The NYSE
American Stock Exchange |
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. |
As previously disclosed, on January
31, 2022, Cohen & Company, LLC (the “Operating LLC”), a Maryland limited liability company and the operating subsidiary
of Cohen & Company Inc., a Maryland corporation (the “Company”), issued that certain Amended and Restated Senior Promissory
Note in the aggregate principal amount of $4,500,000 (the “Note”) to JKD Capital Partners I LTD (“JKD”). JKD is
owned by Jack J. DiMaio, Jr., a current member of the Company’s board of directors, and his spouse.
On January 5, 2024, the Operating LLC
and JKD entered into the Amendment No. 1 to Amended and Restated Senior Promissory Note (the “Amendment”), pursuant to which
the Note was amended to (A) extend (i) the maturity date thereof from January 31, 2024 to January 31, 2026, (ii) the date following which
the Note may be redeemed by JKD from January 31, 2023 to January 31, 2025, and (iii) the date following which the Note may be prepaid
by the Operating LLC from January 31, 2023 to January 31, 2025; and (B) increase the interest rate payable under the Note from 10% per
annum to 12% per annum effective as of January 31, 2024. Except as described herein, no other changes were made to the Note pursuant to
the Amendment.
The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
* Filed electronically herewith.
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.
|
COHEN & COMPANY INC. |
|
|
|
Date: January 5, 2024 |
By: |
/s/ Joseph W. Pooler, Jr. |
|
|
Name: |
Joseph W. Pooler, Jr. |
|
|
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 10.1
AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR
PROMISSORY NOTE
This AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR
PROMISSORY NOTE (this “Amendment”), dated January 5, 2024 (the “Effective Date”), is entered into
by and between Cohen & Company, LLC, a Delaware limited liability company (the “Company”), and the JKD Capital
Partners I LTD, a New York corporation (the “Holder”). Each of the Company and the Holder may be referred to herein
as a “Party,” and, together, as the “Parties.” Capitalized terms used herein but otherwise not defined
shall have the meanings ascribed to such terms in the Note (as defined below).
RECITALS:
WHEREAS, on January 31, 2022, the Company issued
to the Holder that certain Amended and Restated Senior Promissory Note in the aggregate principal amount of $4,500,000 (the “Note”);
and
WHEREAS, in accordance with Section 8(e) of the
Note, the Parties desire to amend the Note to: (A) extend (i) the Maturity Date thereof from January 31, 2024 to January 31, 2026, (ii)
the date following which the Note may be redeemed by the Holder from January 31, 2023 to January 31, 2025, and (iii) the date following
which the Note may be prepaid by the Company from January 31, 2023 to January 31, 2025; and (B) increase the interest rate payable under
the Note from 10% per annum to 12% per annum effective as of January 31, 2024.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1.
Amendment to Section 2(a) of the Note. Effective as of the Effective Date, Section 2(a) of the Note is hereby deleted in
its entirety and replaced with the following language:
“(a) Maturity.
The unpaid principal amount and all accrued but unpaid interest hereunder shall be due and payable in full on January 31, 2026; provided,
however, that, at any time after January 31, 2025 and prior to January 31, 2026, the Holder may, with at least thirty-one (31) days’
prior written notice from the Holder to the Company, declare the entire unpaid principal amount outstanding and all interest accrued and
unpaid on the Note to be immediately due and payable (the earlier of January 31, 2026 and the date the Holder declares the entire unpaid
principal amount outstanding and all interest accrued and unpaid on the Note to be immediately due and payable in accordance with this
Section 2(a) shall be referred to herein as the “Maturity Date”).”
2.
Amendment to Section 2(b) of the Note. Effective as of January 31, 2024, Section 2(b) of the Note is hereby deleted in its
entirety and replaced with the following language:
“(b) Interest.
Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to twelve percent (12%)
per annum, computed on the basis of the actual number of days elapsed and a year of 365 days from the date of
this Note until the principal amount and all interest accrued but unpaid thereon are paid. Interest shall be payable in
cash quarterly on each January 1, April 1, July 1, and October 1 (each, an “Interest Payment Date”) until the
Maturity Date, commencing on April 1, 2022. Upon the occurrence of any Event of Default and after any applicable cure period as
described in Section 6 and for so long as such Event of Default continues, all principal, interest and other amounts payable under
this Note shall bear interest at a rate equal to thirteen percent (13%) per annum (the “Default
Rate”).”
3.
Amendment to Section 2(c) of the Note. Effective as of the Effective Date, Section 2(c) of the Note is hereby deleted in
its entirety and replaced with the following language:
“(c) Prepayment
Without Consent. This Note may not be prepaid in whole or in part at any time or from time to time prior to January 31, 2025. This
Note may, with at least thirty-one (31) days’ prior written notice from the Company to the Holder, be prepaid in whole or in part
at any time or from time to time following January 31, 2025 and prior to the Maturity Date without the prior written consent of the Holder
and without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.”
4.
No Other Changes. Except as expressly amended by this Amendment, all of the terms and conditions of the Note shall continue
in full force and effect and shall be unaffected by this Amendment.
5.
Notices. All notices of request, demand and other communications hereunder shall be addressed to the Parties as follows:
If to the Company: |
Cohen & Company, LLC
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania 19104
Attn: Joseph W. Pooler, Jr.
Facsimile: (215) 701-8279
E-mail: jpooler@cohenandcompany.com
and to:
|
|
Cohen & Company Inc.
3 Columbus Circle, 24th
Floor,
New York, New York 10019
Attn: Dennis Crilly
E-mail: dcrilly@cohenandcompany.com
|
with a copy to: |
Duane Morris LLP
30 South 17th Street
Philadelphia, Pennsylvania 19103
Attn: Darrick M. Mix
Facsimile: (215) 405-2906
Email: dmix@duanemorris.com
|
If to the Holder: |
At the address set forth on the books and records of the Company. |
unless the address is changed by the Party by like notice given to
the other Party. Notice shall be in writing and shall be deemed delivered: (i) if mailed by certified mail, return receipt requested,
postage prepaid and properly addressed to the address above, then three (3) business days after deposit of same in a regularly maintained
U.S. Mail receptacle; or (ii) if mailed by Federal Express (FedEx), the United Parcel Service (UPS), or another nationally recognized
overnight courier service, next business morning delivery, then one (1) business day after deposit of same in a regularly maintained receptacle
of such overnight courier; or (iii) if hand delivered, then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m.,
New York City time, on a business day. Any notice hand delivered after 5:00 p.m. New York City time, shall be deemed delivered on the
following business day. Notwithstanding the foregoing, notices, consents, waivers or other communications referred to in this Amendment
may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when the sending Party
has confirmed (by reply e-mail or some other form of written confirmation from the receiving Party) that the notice has been received
by the other Party.
6.
Amendment. This Amendment may not be amended or modified except by a written agreement executed by each Party hereto.
7.
Governing Law. This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the Parties
shall be governed, construed and interpreted in accordance with the laws of the State of New York without regard to its conflicts of law
principles or the conflicts of law principles of any other state in either case that would result in the application of the laws of any
other state.
8.
Headings. The section and other headings contained in this Amendment are for reference purposes only and shall not affect
the meaning or interpretation of this Amendment.
9.
Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective heirs,
successors and permitted assigns.
10.
Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have executed
this Amendment No. 1 to Amended and Restated Senior Promissory Note as of the date first written above.
|
COMPANY: |
|
|
|
|
COHEN & COMPANY, LLC |
|
|
|
|
By: |
/s/ Joseph W. Pooler |
|
Name: |
Joseph W. Pooler, Jr. |
|
Title: |
Executive Vice President, Chief |
|
|
Financial Officer and Treasurer |
|
|
|
|
HOLDER: |
|
|
|
|
JKD CAPITAL PARTNERS I LTD |
|
|
|
|
By: |
/s/ Jack J. DiMaio, Jr. |
|
Name: |
Jack J. DiMaio, Jr. |
|
Title: |
Authorized Person |
v3.23.4
Cover
|
Jan. 05, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jan. 05, 2024
|
Entity File Number |
1-32026
|
Entity Registrant Name |
Cohen
& Co Inc.
|
Entity Central Index Key |
0001270436
|
Entity Tax Identification Number |
16-1685692
|
Entity Incorporation, State or Country Code |
MD
|
Entity Address, Address Line One |
Cira Centre
|
Entity Address, Address Line Two |
2929 Arch Street, Suite 1703
|
Entity Address, City or Town |
Philadelphia
|
Entity Address, State or Province |
PA
|
Entity Address, Postal Zip Code |
19104
|
City Area Code |
215
|
Local Phone Number |
701-9555
|
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|
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|
Title of 12(b) Security |
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|
Trading Symbol |
COHN
|
Security Exchange Name |
NYSE
|
Entity Emerging Growth Company |
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