Item 1.01 Entry into a Material Definitive Agreement.
On December 4, 2019 and effective as of October 1,
2019, Cohen & Company, LLC (the “Operating Company”), the majority owned subsidiary of Cohen & Company Inc.,
a Maryland corporation (the “Company”), entered into Amendment No. 2 to the Investment Agreement (the “Cohen
Bros. Investment Agreement”), dated September 29, 2017, by and between the Operating Company and Cohen Bros. Financial
LLC (“Cohen Bros.”), a Delaware limited liability company of which Daniel G. Cohen, is the sole member, as amended,
to, among other things, provide that the term “Investment Return” (as defined in the Cohen Bros. Investment Agreement)
with respect to the twelve-month period ending on September 29, 2020 means 3.75% of the amount invested by Cohen Bros.
pursuant to the Cohen Bros. Investment Agreement (which, as of the date of this Current Report on Form 8-K, is $6,500,000), plus
(x) 11.47% of any Revenue of the Business (as defined in the Cohen Bros. Investment Agreement) during such period between zero
and $11,777,047, plus (y) 7.65% of any Revenue of the Business during such period in excess of $11,777,047. Prior to the above-described
amendment to the Cohen Bros. Investment Agreement, the term “Investment Return” thereunder with respect to any twelve-month
period ending on September 29 (each, an “Annual Period”) through September 29, 2020 meant 3.75% of the amount
invested by Cohen Bros. pursuant to the Cohen Bros. Investment Agreement, plus (x) 11.47% of the Revenue of the Business for any
Annual Period in which the Revenue of the Business was greater than zero but less than or equal to $5,333,333, (y) $611,765 for
any Annual Period in which the Revenue of the Business was greater than $5,333,333 but less than or equal to $8,000,000, or (z)
7.65% of the Revenue of the Business for any Annual Period in which the Revenue of the Business was greater than $8,000,000.
On December 4, 2019 and effective as of October 1,
2019, the Operating Company also entered into Amendment No. 2 to the Investment Agreement (the “DGC Family Fintech Trust
Investment Agreement”), dated September 29, 2017, by and between the Operating Company and the DGC Family Fintech Trust,
a trust established by Daniel G. Cohen, effective October 1, 2019, as amended, to, among other things, provide that the term “Investment
Return” (as defined in the DGC Family Fintech Trust Investment Agreement) with respect to the twelve-month period ending
on September 29, 2020 means 3.75% of the amount invested by the DGC Family Fintech Trust pursuant to the DGC Family Fintech
Trust Investment Agreement (which, as of the date of this Current Report on Form 8-K, is $2,000,000), plus (x) 3.53% of any Revenue
of the Business (as defined in the DGC Family Fintech Trust Investment Agreement) during such period between zero and $11,777,047,
plus (y) 2.35% of any Revenue of the Business during such period in excess of $11,777,047. Prior to the above-described amendment
to the DGC Family Fintech Trust Investment Agreement, the term “Investment Return” thereunder with respect to any Annual
Period through September 29, 2020 meant 3.75% of the amount invested by Cohen Bros. pursuant to the DGC Family Fintech
Trust Investment Agreement, plus (x) 3.53% of the Revenue of the Business for any Annual Period in which the Revenue of the Business
was greater than zero but less than or equal to $5,333,333, (y) $188,235 for any Annual Period in which the Revenue of the Business
was greater than $5,333,333 but less than or equal to $8,000,000, or (z) 2.35% of the Revenue of the Business for any Annual Period
in which the Revenue of the Business was greater than $8,000,000.
Daniel G. Cohen is the President and Chief Executive
of the Company’s European operations and Chairman of the Company’s board of directors.
The foregoing descriptions of the amendments
to the DGC Family Fintech Trust Investment Agreement and the DGC Family Fintech Trust Investment Agreement do not purport to
be complete and are qualified in their entirety by reference to the full text of the amendments to the DGC Family Fintech
Trust Investment Agreement and the DGC Family Fintech Trust Investment Agreement, copies of which are attached hereto as
Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.