Item 1.01
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Entry into a Material Definitive Agreement.
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On September 25, 2020 (the “Effective Date”),
Cohen & Company Inc., a Maryland corporation (the “Company”), and EBC 2013 Family Trust (the “EBC Trust”)
entered into Amendment No. 1 to Senior Promissory Note (the “EBC Note Amendment”), which amended the Senior Promissory
Note issued on September 25, 2019 by the Company to the EBC Trust in the aggregate principal amount of $2,400,000 (the “EBC
Note”). The EBC Note Amendment amended the EBC Note to extend the maturity date thereunder from September 25, 2020 until
September 25, 2021. Daniel G. Cohen (“Mr. Cohen”), the President and Chief Executive of the Company’s European
operations and Chairman of the Company’s Board of Directors and the Board of Managers of Cohen & Company, LLC,
the Company’s subsidiary (the “Operating LLC”), is a trustee of the EBC Trust.
On the Effective Date, the Operating LLC and Cohen
Bros. Financial LLC, an entity of which Mr. Cohen is the sole member (“CBF”), entered into Amendment No. 3 to Investment
Agreement (the “Investment Agreement Amendment”), which amended the Investment Agreement, dated September 29, 2017,
between the Operating LLC and CBF, as amended (the “Investment Agreement”). As of the Effective Date, CBF had invested
$8 million into the Operating LLC pursuant to the Investment Agreement, of which an investment balance of $6.5 million remained
(the “Investment Balance”). Pursuant to the Investment Agreement Amendment, each of the Company and CBF agreed to amend
the Investment Agreement (i) to extend the date thereunder pursuant to which the Company or CBF could cause a redemption of the
Investment Balance from September 27, 2020 to January 1, 2021, and (ii) to state that no such redemption by the Company could be
in violation of any loan agreement to which the Company was then a party.
On the Effective Date, (i) the Company and the Operating
LLC entered into Amendment No. 1 to Securities Purchase Agreement (the “Securities Purchase Agreement Amendment”),
by and among the Company, the Operating LLC, Mr. Cohen, and the DGC Family Fintech Trust, a trust established by Mr. Cohen (the
“DGC Trust”), which amended the Securities Purchase Agreement, dated December 19, 2019, by and among the Company, the
Operating LLC, Mr. Cohen, and the DGC Trust (the “Securities Purchase Agreement”); (ii) all of the members of the Operating
LLC entered into Amendment No. 4 to Amended and Restated Limited Liability Company Agreement (the “Operating Agreement Amendment”),
which amended the Amended and Restated Limited Liability Company Agreement of the Operating LLC, dated December 16, 2009, as amended
(the “Operating Agreement”); and (iii) the Operating LLC and the DGC Trust entered into Amendment No. 1 to Convertible
Senior Secured Promissory Note (the “DGC Note Amendment”), which amended the Convertible Senior Secured Promissory
Note issued on March 10, 2017 by the Operating LLC to the DGC Trust in the aggregate principal amount of $15,000,000 (the “DGC
Note”). Each of the Securities Purchase Agreement Amendment, the Operating Agreement Amendment and the DGC Note Amendment
amended the Securities Purchase Agreement, the Operating Agreement and the DGC Note, respectively, to provide that the voting proxy
which had been granted to the Company under such documents would be automatically revoked in the event that Mr. Cohen and/or his
affiliates ceased to be the beneficial owners of a majority of the Company’s voting securities.
The foregoing descriptions of the EBC Note Amendment,
the Investment Agreement Amendment, the Securities Purchase Agreement Amendment, the Operating Agreement Amendment and the DGC
Note Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the EBC Note
Amendment, the Investment Agreement Amendment, the Securities Purchase Agreement Amendment, the Operating Agreement Amendment and
the DGC Note Amendment, respectively, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3,
Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated herein by reference.