Cohen & Co Inc. Files 8-K on Agreements

TL;DR

Cohen & Co Inc. signed new deals and ditched old ones, creating new financial obligations.

AI Summary

Cohen & Co Inc. announced on September 23, 2024, the entry into a material definitive agreement and the termination of another material definitive agreement. The company also reported the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details regarding the nature of these agreements, their financial implications, and the parties involved were not disclosed in this filing.

Why It Matters

This filing indicates significant changes in Cohen & Co Inc.'s contractual relationships, which could impact its financial obligations and operational structure.

Risk Assessment

Risk Level: medium — The filing indicates material changes to definitive agreements and financial obligations, the specifics of which are not yet detailed, creating uncertainty.

Key Players & Entities

• Cohen & Co Inc. (company) — Registrant
• September 23, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share COHN The NYSE American S
• $12,000,000 — nt, the Investor agreed to invest up to $12,000,000 into the Operating LLC (the "Investment
• $7,718,890 — ance under the Investment Agreement was $7,718,890 (the "Outstanding Amount"). On Septemb
• $2,572,963.33 — Operating LLC (i) paid to the Investor $2,572,963.33 of the Outstanding Amount in cash; and
• $5,145,926.67 — ") in the aggregate principal amount of $5,145,926.67 (representing the remaining balance of
• $2,572,963.34 — nd payable on August 31, 2025, and (ii) $2,572,963.34 will be due and payable on August 31, 2

Filing Documents

• tm2424580d1_8k.htm (8-K) — 40KB
• tm2424580d1_ex10-1.htm (EX-10.1) — 58KB
• tm2424580d1_ex10-2.htm (EX-10.2) — 51KB
• 0001104659-24-102443.txt ( ) — 349KB
• cohn-20240923.xsd (EX-101.SCH) — 3KB
• cohn-20240923_lab.xml (EX-101.LAB) — 33KB
• cohn-20240923_pre.xml (EX-101.PRE) — 22KB
• tm2424580d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Redemption Agreement As previously reported, on October 3, 2016, Cohen & Company, LLC (the "Operating LLC"), a Delaware limited liability company and a controlled subsidiary of Cohen & Company Inc., a Maryland corporation (the "Company"), entered into that certain Investment Agreement (as amended, the "Investment Agreement"), by and between the Operating LLC and JKD Capital Partners I LTD (the "Investor"). The Investor is owned by Jack J. DiMaio, Jr., who is a member of the Company's Board of Directors, and his spouse. Pursuant to the Investment Agreement, the Investor agreed to invest up to $12,000,000 into the Operating LLC (the "Investment"). In exchange for the Investment, the Operating LLC agreed to pay to the Investor, (i) upon a termination of the Investment Agreement, an amount equal to Investor's aggregate Investment balance; and (ii) following each calendar quarter during the term of the Investment Agreement, certain revenues generated by the activities of the Institutional Corporate Trading business of J.V.B. Financial Group, LLC, the Operating LLC's wholly owned broker dealer subsidiary. As of the Effective Date (as defined below), the Investor's aggregate Investment balance under the Investment Agreement was $7,718,890 (the "Outstanding Amount"). On September 23, 2024 (the "Closing Date") and effective September 1, 2024 (the "Effective Date"), the Operating LLC and the Investor entered into that certain Redemption Agreement (the "Redemption Agreement"), pursuant to which, the Investment Agreement was redeemed and terminated in its entirety effective as of the Effective Date. Pursuant to the terms and conditions of the Redemption Agreement, on the Closing Date, the Operating LLC (i) paid to the Investor $2,572,963.33 of the Outstanding Amount in cash; and (ii) the Company delivered to the Investor a Senior Promissory Note (the "Note") in the aggregate principal amount of $5,145,926.67 (represe

02

Item 1.02 Termination of a Material Definitive Agreement. See Item 1.01 above for information concerning the termination of the Investment Agreement, which information is incorporated by reference in response to this Item 1.02.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. See Item 1.01 above for information concerning the Note, which information is incorporated by reference in response to this Item 2.03. 3

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1* Redemption Agreement, dated September 23, 2024 and effective September 1, 2024, by and between Cohen & Company, LLC and JKD Capital Partners I LTD. 10.2* Senior Promissory Note, dated September 1, 2024, issued by Cohen & Company, LLC to JKD Capital Partners I LTD in the aggregate principal amount of $5,145,926.67. 104 Cover Page Interactive Data File (Embedded within the inline XBRL document.) * Filed electronically herewith. 4

SIGNATURES

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: September 24, 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