Cohen & Co. Files 8-K on Material Agreement, Security Holder Rights

TL;DR

**Cohen & Co. just filed an 8-K about a major agreement and changes to shareholder rights, watch for details!**

AI Summary

Cohen & Company Inc. filed an 8-K on January 2, 2024, indicating an entry into a material definitive agreement and material modifications to rights of security holders. This filing, under the Securities Exchange Act of 1934, signals significant changes that could impact the company's financial structure or future operations. Investors should pay close attention as these changes might affect the value or liquidity of their shares, potentially altering the company's risk profile or growth prospects.

Why It Matters

This filing signals that Cohen & Company Inc. has entered into a significant agreement or changed security holder rights, which could directly impact the company's financial health and the value of its stock.

Risk Assessment

Risk Level: medium — The filing indicates material changes without providing specific details, creating uncertainty about the nature and impact of these events on the company's financial position and security holders.

Analyst Insight

A smart investor would monitor Cohen & Company Inc. for subsequent filings or press releases that provide specific details about the 'Material Definitive Agreement' and 'Material Modifications to Rights of Security Holders' to assess their potential impact on the stock.

Key Players & Entities

• Cohen & Company Inc. (company) — the registrant filing the 8-K
• January 2, 2024 (date) — date of earliest event reported
• Maryland (company) — state of incorporation for Cohen & Company Inc.
• 1-32026 (company) — Commission File Number for Cohen & Company Inc.
• 16-1685692 (company) — IRS Employer Identification No. for Cohen & Company Inc.

Forward-Looking Statements

• Further details regarding the material definitive agreement will be disclosed in subsequent filings or press releases. (Cohen & Company Inc.) — high confidence, target: Q1 2024
• The modifications to security holder rights could lead to a change in the company's capital structure. (Cohen & Company Inc.) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share COHN The NYSE American S
• $0.001 — articipating Preferred Stock, par value $0.001 per share (the "Series C Preferred Stoc
• $100.00 — eferred Stock"), at a purchase price of $100.00 per Unit (the "Purchase Price"), subjec
• $200.00 — ph would entitle its holder to purchase $200.00 worth of Common Stock (or other conside
• $20 — xercise had a market value per share of $20.00, the holder of each valid Right woul

Filing Documents

• tm2333684d2_8k.htm (8-K) — 50KB
• tm2333684d2_ex4-1.htm (EX-4.1) — 375KB
• 0001104659-24-000338.txt ( ) — 676KB
• cohn-20240102.xsd (EX-101.SCH) — 3KB
• cohn-20240102_lab.xml (EX-101.LAB) — 33KB
• cohn-20240102_pre.xml (EX-101.PRE) — 22KB
• tm2333684d2_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On January 2, 2024, Cohen & Company Inc., a Maryland corporation (the "Company"), entered into a Section 382 Rights Agreement (the "Rights Agreement") between the Company and Computershare Inc., as rights agent (the "Rights Agent"). The Rights Agreement provides for a distribution of one preferred stock purchase right (each, a "Right," and collectively, the "Rights") for each share of the Company's common stock, par value $0.01 per share ("Common Stock"), outstanding to stockholders of record at the close of business on January 16, 2024 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit (a "Unit") consisting of one ten-thousandth of a share of the Company's Series C Junior Participating Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), at a purchase price of $100.00 per Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement. The Company's Board of Directors (the "Board of Directors") adopted the Rights Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company's ability to use its net operating loss and net capital loss carry forwards (the "deferred tax assets") to reduce potential future federal income tax obligations. The Company has experienced substantial operating and capital losses, and under the Internal Revenue Code of 1986, as amended (the "Code"), and rules promulgated by the Internal Revenue Service, the Company may "carry forward" these losses in certain circumstances to offset any current and future earnings and thus reduce the Company's federal income tax liability, subject to certain requirements and restrictions. To the extent that the deferred tax assets do not otherwise become limited, the Company believes that it will be able to carry forward a significant amount of deferred tax

03

Item 3.03. Material Modification to Rights of Security Holders. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1* Section 382 Rights Agreement, dated as of January 2, 2024, between Cohen & Company Inc. and Computershare Inc. 104 Cover Page Interactive Data File (Embedded within the inline XBRL document.) * Filed electronically herewith. 5

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COHEN & COMPANY INC. Date: January 2, 2024 By: /s/ Joseph W. Pooler, Jr. Name: Joseph W. Pooler, Jr. Title: Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR