Cohen & Company (COHN) 8-KEntry into a Material Definitive Agreement

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): June 18, 2024

Cohen & Company Inc.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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.  ¨

As previously disclosed, on June 9, 2023, J.V.B. Financial Group, LLC (the “Borrower”), a Delaware limited liability company and a broker dealer indirect subsidiary of Cohen & Company Inc., a Maryland corporation, entered into the Third Amended and Restated Loan Agreement (the “Loan Agreement”), with Byline Bank, as lender (the “Lender”), and the Borrower as borrower, pursuant to which, among other things, the Lender agreed to make loans to Borrower, at the Borrower’s request from time to time, in the aggregate amount of up to $15 million. Further, as previously disclosed, on December 22, 2023 and effective December 21, 2023, the Borrower and the Lender entered into the First Amendment to Third Amended and Restated Loan Agreement, pursuant to which both the maturity date and the final date upon which loans could be made under the Loan Agreement were extended to June 18, 2024. 

On June 18, 2024, the Borrower and the Lender entered into the Second Amendment to Third Amended and Restated Loan Agreement (the “Amendment”), pursuant to which both the maturity date and the final date upon which loans can be made under the Loan Agreement were extended from June 18, 2024 to June 18, 2025. Except as described herein, no other changes were made to the Loan Agreement 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.

(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.