Filed Pursuant to Rule 424(b)(5)
Registration No. 333-249641
PROSPECTUS
SUPPLEMENT
(To Prospectus dated November 10, 2020)
COHEN & COMPANY INC.
Up to $5,108,136
Shares of Common Stock
We previously entered into an Equity Distribution
Agreement, or the Sale Agreement, with Northland Securities, Inc., (trade name Northland Capital Markets), or Northland, relating
to shares of our common stock, par value $0.01 per share, offered by this prospectus supplement. In accordance with the terms of
the Sale Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $75,000,000 from
time to time through Northland, acting as sales agent. As of the date of this prospectus supplement, we have remaining capacity
to sell up to $75,000,000 of our common stock under the amended Sale Agreement.
As of the date of this prospectus supplement, the aggregate market value of our common stock held by nonaffiliates pursuant to General
Instruction I.B.6 of Form S-3 is $15,324,409, which is based on 709,792 shares of our common stock outstanding held by non-affiliates
and a price of $21.59 per share, the closing price of our common stock on October 12, 2020, which is the highest closing sale price of
our common stock on the NYSE American stock exchange within the sixty (60) days prior to the date of this prospectus supplement. During
the prior twelve (12) calendar month period that ends on and includes the date hereof, we have not offered or sold any shares of our common
stock pursuant to General Instruction I.B.6 to Form S-3.
As a result of the limitations set forth in General Instruction I.B.6 to Form
S-3 and the current public float of our common stock, and in accordance with the terms of the sales agreement, we may offer and sell additional
shares of our common stock having an aggregate offering price of $5,108,136 (which is one third of $15,324,409) in any twelve (12) month
calendar period from time to time through Northland. If our public float increases such that we may sell additional amounts under the
Sale Agreement and the registration statement of which this prospectus is a part, we will file a prospectus supplement prior to making
additional sales. In no event will we sell securities in public primary offerings on Form S-3 with a value exceeding more than one-third
of our public float (as defined by General Instruction I.B.6) in any twelve (12) calendar month period so long as our public float remains
below $75 million.
Sales of the shares of common stock, if
any, under this prospectus supplement will be made by any method permitted that is deemed an “at the market offering”
as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. Northland is not
required to sell any specific amount but will act as our sales agent using commercially reasonable efforts consistent with its
normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Northland will be entitled to compensation
at a commission rate of 2.5% of the gross offering proceeds of the shares sold under the Sale Agreement. See “Plan of Distribution”
beginning on page S-9 for additional information regarding the compensation to be paid to Northland. In connection with the sale
of shares of common stock on our behalf, Northland will be deemed to be an “underwriter” within the meaning of the
Securities Act and the compensation paid to Northland will be deemed to be underwriting commissions or discounts. We have also
agreed to provide indemnification and contribution to Northland with respect to certain liabilities, including civil liabilities
under the Securities Act.
Our common stock trades on the NYSE American
stock exchange under the symbol “COHN”. On November 30, 2020, the last reported sale price of our common stock on the
NYSE American stock exchange was $16.78 per share.
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Investing in our common stock involves
a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors”
beginning on page S-7 of this prospectus supplement, and beginning on page 3 of the accompanying base prospectus, and under similar
headings in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus.
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Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus supplement
and the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Northland Capital Markets
The date of this prospectus supplement
is December 1, 2020
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
PROSPECTUS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first
part is this prospectus supplement, which describes the terms of this offering of our common stock and also adds to and updates
information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement
and the accompanying base prospectus. The second part, the accompanying base prospectus, dated November 10, 2020, including the
documents incorporated by reference into it, provides more general information, some of which may not apply to the shares of common
stock offered by this prospectus supplement. Generally, when we refer to this “prospectus,” we are referring to both
parts of this document combined.
To the extent there is a conflict between
the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying base
prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission, or the SEC,
before the date of this prospectus supplement, on the other hand, or the information contained in any free writing prospectus prepared
by or on behalf that we have authorized for use in connection with this offering, you should rely on the information in this prospectus
supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date
- for example, a document incorporated by reference in this prospectus supplement or the accompanying base prospectus - the statement
in the document having the later date modifies or supersedes the earlier statement unless otherwise specified.
We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference
into this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose
of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty or covenant to
you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations,
warranties and covenants should not be relied on as accurately representing the current state of our affairs.
You should rely only on the information
contained in or incorporated by reference into this prospectus and any free writing prospectus prepared by or on our behalf that
we have authorized for use in connection with this offering. We have not, and Northland has not, authorized any dealer, salesperson
or other person to provide any information or to make any representation other than those contained or incorporated by reference
into this prospectus or into any free writing prospectus prepared by or on our behalf or to which we have referred you. If anyone
provides you with additional, different or inconsistent information, you should not rely on it. We and Northland take no responsibility
for and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and Northland
is not, making an offer to sell our common stock in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing or incorporated by reference into this prospectus and in any free writing prospectus prepared by
or on our behalf that we have authorized for use in connection with this offering is accurate only as of the date of each such
respective document. Our business, financial condition, results of operations and prospects may have changed since those dates.
You should read this prospectus, including the documents incorporated by reference, and any free writing prospectus prepared by
or on our behalf that we have authorized for use in connection with this offering, in their entirety before making an investment
decision. You should also read and consider the information in the documents we have referred you to in the sections of this prospectus
supplement entitled, “Documents Incorporated By Reference” and “Where You Can Find More Information,” and
the sections of the accompanying base prospectus entitled “Incorporation of Certain Documents By Reference” and “Where
You Can Find More Information.”
Other than in the United States, no action
has been taken by us or Northland that would permit a public offering of the common stock offered by this prospectus in any jurisdiction
where action for that purpose is required. The common stock offered by this prospectus may not be offered or sold, directly or
indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of the
shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable
rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves
about and to observe any restrictions relating to this offering and the distribution of this prospectus. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy the common stock offered by this prospectus in any jurisdiction
in which such an offer or a solicitation is unlawful.
Unless stated otherwise or the context otherwise
requires, references in this prospectus to the “Company,” “we,” “us,” or “our”
refer to Cohen & Company Inc. and our subsidiaries through which we conduct our business, including Cohen & Company, LLC,
our operating subsidiary.
INFORMATION
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying
base prospectus contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. The Private Securities Litigation Reform Act of 1995 provides certain
“safe harbor” provisions for forward-looking statements. All forward-looking statements made in this prospectus, any
prospectus supplement, any other offering material and any documents we incorporate by reference are made pursuant to the Private
Securities Litigation Reform Act. Forward-looking statements discuss matters that are not historical facts. Because they discuss
future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,”
“estimate,” “intend,” “could,” “should,” “would,” “may,”
“seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,”
“forecast,” “foresee,” “potential,” “continue” negatives thereof or similar expressions.
Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations
about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations
or plans expressed or implied by such forward-looking statements.
Forward-looking statements include, without
limitation, statements regarding our current and future business activities, operational matters, risk factors, cash needs, cash
reserves, liquidity, operating and capital expenses, financing options, including the state of the capital markets and our ability
to access the capital markets, expense reductions, the future outlook of the Company, operating results and pending litigation.
Although we believe our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable,
we cannot assure you that we will achieve or realize these plans, intentions or expectations, and actual results, performance or
achievements may differ materially from those that might be anticipated from our forward-looking statements. This can occur as
a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Factors that may cause our
actual results, performance or achievements to differ materially from that contemplated by such forward-looking statements include,
among others:
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business strategies;
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growth opportunities;
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competitive position;
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market outlook;
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expected financial position;
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expected results of operations;
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future cash flows;
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financing plans;
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plans and objectives of management;
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tax treatment of business combinations;
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fair value of assets; and
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any other statements regarding future growth, future cash needs, future operations, business plans and future financial results that are not historical facts.
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We
operate in a continually changing business environment, and new risk factors emerge from time to time. Management cannot predict
such new risk factors, nor can it assess the impact, if any, of such new risk factors on our business or the extent to which
any factor, or combination of factors, may cause actual results, performance or achievements to differ materially from those projected
in any forward-looking statements. We have included important factors in the cautionary statements included in this prospectus
supplement and the accompanying base prospectus under the heading “Risk Factors,” and in the documents incorporated
by reference into this prospectus supplement and the accompanying base prospectus, that we believe could cause actual results or
events to differ materially from the forward-looking statements that we make.
Moreover, we operate in a very competitive
and rapidly changing environment, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can
we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially and adversely from those contained in any forward-looking statements we may make. In light of these
risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual
results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking
statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected
in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for
the accuracy and completeness of the forward-looking statements. Except to the extent required by law, we undertake no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events,
conditions, circumstances or assumptions underlying such statements, or otherwise.
You should read this prospectus supplement
and the documents incorporated by reference in this prospectus supplement with the understanding that our actual future results,
levels of activity, performance and events and circumstances may be materially different from what we expect. All subsequent written
and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety
by the cautionary statements contained throughout this prospectus supplement, the accompanying base prospectus and in the information
incorporated by reference herein or therein.
PROSPECTUS SUPPLEMENT SUMMARY
This summary
highlights certain information about us, this offering and selected information contained elsewhere in or incorporated by reference
into this prospectus supplement. This summary is not complete and does not contain all of the information that you should consider
in making your investment decision. For a more complete understanding of our company and this offering, you should read carefully
this entire prospectus supplement, including the information incorporated by reference into this prospectus supplement, and any
free writing prospectus prepared by or on our behalf that we have authorized for use in connection with this offering, including
the “Risk Factors” section beginning on page S-7 of this prospectus supplement, page 3 of the accompanying base prospectus,
our consolidated financial statements and the related notes thereto and the other documents incorporated by reference into this
prospectus supplement.
Overview
We are a financial services company specializing
in the fixed income markets. We are a holding company that conducts our business primarily through Cohen & Company, LLC, our
operating company subsidiary (the “Operating LLC”). We were founded in 1999 as an investment firm focused on small-cap
banking institutions but have grown to provide an expanding range of capital markets and asset management services. Our business
segments are Capital Markets, Asset Management, and Principal Investing.
Capital
Markets. The Company’s Capital Markets business segment consists primarily of fixed income sales, trading,
matched book repurchase agreement financing, new issue placements in corporate and securitized products, and advisory services.
The Company’s fixed income sales and trading group provides trade execution to corporate investors, institutional investors,
mortgage originators, and other smaller broker-dealers. The Company specializes in a variety of products, including but not limited
to: corporate bonds, asset backed securities, mortgage backed securities (“MBS”), residential mortgage backed securities,
collateralized debt obligations (“CDOs”), collateralized loan obligations, collateralized bond obligations, collateralized
mortgage obligations, municipal securities, to-be-announced securities and other forward agency MBS contracts, Small Business Administration
loans, U.S. government bonds, U.S. government agency securities, brokered deposits and certificates of deposit for small banks,
and hybrid capital of financial institutions including trust preferred securities, whole loans, residential transition loans and
other structured financial instruments. The Company also offers execution and brokerage services for equity products. The Company
operates its capital markets activities primarily through its subsidiaries: J.V.B. Financial Group LLC, a broker-dealer subsidiary
in the United States, and Cohen & Company Financial Limited (formerly known as EuroDekania Management LTD), a subsidiary regulated
by the Financial Conduct Authority (formerly known as Financial Services Authority) in the United Kingdom (“CCFL”)
and Cohen & Company Financial (Europe) Limited, a subsidiary regulated by the Central Bank of Ireland in Ireland.
Asset
Management. The Company’s Asset Management business segment manages assets within CDOs, managed accounts,
joint ventures, and investment funds (collectively referred to as “Investment Vehicles”). A CDO is a form of secured
borrowing. The borrowing is secured by different types of fixed income assets such as corporate or mortgage loans or bonds. The
borrowing is in the form of a securitization, which means that the lenders are actually investing in notes backed by the assets.
In the event of default, the lenders will have recourse only to the assets securing the loan. The Company’s Asset Management
business segment includes its fee-based asset management operations, which include ongoing base and incentive management fees.
Principal
Investing. The Company’s Principal Investing business segment is comprised of investments that the Company
has made for the purpose of earning an investment return rather than investments made to support the Company’s trading, matched
book repo, or other Capital Markets business segment activities. These investments are included in the Company’s other investments,
at fair value and investments in equity method affiliates in the Company’s consolidated balance sheets.
We generate our revenue by business segment
primarily through:
Capital Markets
● Trading
activities of the Company, which include execution and brokerage services, riskless trading activities as well as gains and losses
(unrealized and realized) and income and expense earned on securities and derivatives classified as trading; our trading activities
which include execution and brokerage services, securities lending activities, riskless trading activities as well as gains and
losses (unrealized and realized) and income and expense earned on securities classified as trading;
● Net
interest income on the Company’s matched book repo financing activities; and
● New
issue and advisory revenue comprised primarily of (i) new issue revenue associated with originating, arranging, or placing newly
created financial instruments and (ii) revenue from advisory services, new issue and advisory revenue comprised primarily of (a)
origination fees for corporate debt issues originated by us; (b) revenue from advisory services; and (c) new issue revenue associated
with arranging and placing the issuance of newly created debt, equity, and hybrid financial instruments.
Asset Management
● Asset
management fees for the Company’s on-going asset management services provided to certain Investment Vehicles, which may
include fees both senior and subordinate to the securities in the Investment Vehicle, and incentive management fees earned based
on the performance of the various Investment Vehicles.
Principal Investing
● Gains
and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value.
The Company was incorporated in the State
of Maryland in October 2003. Our principal executive offices are located at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania
19104, and our telephone number is (215) 701-9555.
THE OFFERING
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Common stock offered by us:
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Shares
having an aggregate offering price of up to $5,108,136.
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Common stock to be outstanding following the offering:
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Up
to 1,638,735 shares (as more fully described below in Outstanding Shares), assuming sales of 304,418 shares of our common
stock in this offering at an offering price of $16.78 per share, which was the last reported sale price of our shares on the
NYSE American stock exchange on November 30, 2020. The actual number of shares issued will vary depending on the sales price
under this offering.
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Manner of offering:
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“At the market offering” that may be made from time
to time on the NYSE American stock exchange or other existing trading markets for our common stock through our sales agent, Northland.
See “Plan of Distribution” on page S-9 of this prospectus supplement.
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Use of proceeds:
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We expect to use the net proceeds from the sale of our securities
for our operations and for other general corporate purposes, including, but not limited to, capital expenditures, repayment or
refinancing of borrowings, working capital, investments and acquisitions. See “Use of Proceeds” on page S-8 of this
prospectus supplement.
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Risk factors:
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Investing in our common stock involves a high degree of risk.
Please read the information contained in and incorporated by reference under the heading “Risk Factors” beginning on
page S-9 of this prospectus supplement, the “Risk Factors” section beginning on page 3 of the accompanying base prospectus
and the documents incorporated by referenced into this prospectus supplement.
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NYSE American Market symbol:
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“COHN”
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Outstanding Shares
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The number of shares of our common stock
to be outstanding after this offering is based on 1,334,317 shares of our common stock outstanding as of November 30, 2020, and
excludes:
• 200,000
shares of our common stock available for future issuances under our 2020 Long-Term Incentive Plan (the
“Equity Incentive Plan”) as of November 30, 2020;
• 3,081,171 shares of our common stock issuable upon the potential exchange of outstanding membership interests of Cohen & Company,
LLC, our operating subsidiary; and
• Shares
of our common stock issuable in respect of a convertible promissory notes issued by the Company to certain investors and
described in our Annual Report on Form 10-K for the year ended December 31, 2019.
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RISK
FACTORS
Investing in our common stock is speculative
and involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described in
this prospectus supplement and the documents incorporated by reference into this prospectus, including the “Risk Factors”
section of our Annual Report on Form 10-K for the year ended December 31, 2019 and Amendment No. 1 thereto on Form 10-K/A filed with the SEC on May 7, 2020 which is incorporated by reference into this prospectus, as updated by annual, quarterly and other
reports and documents we file with the SEC after the date of this prospectus supplement and that are incorporated by reference
into this prospectus supplement. The risks and uncertainties described below constitute all of the material risks of the Company
of which we are currently aware; however, the risks and uncertainties described below may not be the only risks the Company will
face. Additional risks and uncertainties of which we are presently unaware, or that we do not currently deem to be material, may
become important factors that affect us and could materially and adversely affect our business, financial condition, results of
operations and the trading price of our common stock.
Risks Related to This Offering
A substantial number of shares of our common stock may
be sold in the market following this offering, which may depress the market price for our common stock.
Sales of a substantial number of shares
of our common stock in the public market following this offering could cause the market price of our common stock to decline. Although
there can be no assurance that any of the $5 million worth of shares being offered under this prospectus supplement will be sold
or the price at which any such shares might be sold, assuming that an aggregate of 304,418 shares of our common stock are sold
pursuant to this prospectus supplement, in each case, for example, at a price of $16.78 per share, the last reported sale price
of our common stock on the NYSE American stock exchange on November 30, 2020, upon completion of this offering, based on 1,334,317
shares of our common stock outstanding as of November 30, 2020, we will have outstanding an aggregate of 1,638,735 shares of common
stock, assuming no exercise of outstanding stock options convertible notes. A substantial majority of our outstanding shares are,
and all of the shares sold in this offering upon issuance will be, freely tradable without restriction or further registration
under the Securities Act, unless these shares are owned or purchased by “affiliates” as that term is defined in Rule
144 under the Securities Act.
Moreover, if we issue options or warrants
to purchase or acquire our common stock in the future and those options or warrants are exercised you may experience further dilution.
Holders of shares of our common stock have no preemptive rights that entitle them to purchase their pro rata share of any offering
of shares of any class or series.
You may experience future dilution as a result of future
equity offerings.
In order to raise additional capital, we
may in the future offer additional shares of common stock or other securities convertible into or exchangeable for our common stock
at prices that may not be the same as the price per share in this offering. We may sell shares of common stock or other securities
convertible into or exchangeable for our shares in any other offering at a price per share that is less than the price per share
paid by investors in this offering, and investors purchasing common stock or other securities convertible into or exchangeable
for our common stock in the future could have rights superior to existing shareholders. The price per share at which we sell additional
shares of common stock or other securities convertible or exchangeable into common stock, in future transactions may be higher
or lower than the price per share paid by investors in this offering.
We have broad discretion in how we use the net proceeds
of this offering, and we may not use these proceeds effectively or in ways with which you agree.
Our management will have broad discretion
as to the use of the net proceeds from this offering. Because of the number and variability of factors that will determine our
use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Accordingly,
you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity,
as part of your investment decision, to assess whether the proceeds will be used appropriately. These net proceeds could be applied
in ways that do not improve our operating results or increase the value of your investment. See “Use of Proceeds” on
page S-8 of this prospectus supplement for a description of our proposed use of proceeds from this offering.
The actual number of shares we will issue under the Sale
Agreement with Northland, at any one time or in total, is uncertain.
Subject to certain limitations in the Sale
Agreement with Northland and compliance with applicable law, we have the discretion to deliver placement notices to Northland at
any time throughout the term of the Sale Agreement. The number of shares that are sold by Northland after delivering a placement
notice will fluctuate based on the market price of the common stock during the sales period and limits we set with Northland.
We do not expect to pay dividends in the foreseeable future.
As a result, you must rely on stock appreciation for any return on your investment.
Our board of directors has not declared
cash dividends recently. Any future distributions to our stockholders will depend upon certain factors affecting our operating
results, some of which are beyond our control. Our ability to make cash distributions is based on many factors, including the return
on our investments, operating expense levels and certain restrictions imposed by Maryland law. Some of these factors are beyond
our control and a change in any such factor could affect our ability to make distributions in the future. We may not be able to
make distributions. Our stockholders should rely on increases, if any, in the price of our Common Stock for any return on their
investment. Furthermore, we are dependent on distributions from the Operating LLC to be able to make distributions. Furthermore,
we may in the future become subject to additional contractual restrictions on, or prohibitions against, the payment of dividends.
USE
OF PROCEEDS
We may issue and sell our shares of common
stock having aggregate sales proceeds of up to $5 million from time to time under this prospectus supplement. Because there is
no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions
and proceeds to us, if any, are not determinable at this time. There can be no assurance that, in the future, we will sell any
shares under or fully utilize the Sale Agreement with Northland as a source of financing.
We expect to use the net proceeds from the
sale of our securities for our operations and for other general corporate purposes, including, but not limited to, capital expenditures,
repayment or refinancing of borrowings, working capital, investments and acquisitions.
PLAN
OF DISTRIBUTION
We have entered into a Sale Agreement, with
Northland, under which we may offer and sell up to $75 million of our shares of common stock from time to time through Northland
acting as agent. Sales of our shares of common stock, if any, under this prospectus supplement and the accompanying prospectus
will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the
Securities Act.
Each time we wish to issue and sell our
shares of common stock under the Sale Agreement, we will notify Northland of the number of shares to be issued, the dates on which
such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and any minimum price below
which sales may not be made. Once we have so instructed Northland, unless Northland declines to accept the terms of such notice,
Northland has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell
such shares up to the amount specified on such terms. The obligations of Northland under the Sale Agreement to sell our shares
of common stock are subject to a number of conditions that we must meet.
The settlement of sales of shares between
us and Northland is generally anticipated to occur on the second trading day following the date on which the sale was made. Sales
of our shares of common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository
Trust Company or by such other means as we and Northland may agree upon. There is no arrangement for funds to be received in an
escrow, trust or similar arrangement.
We will pay Northland a commission equal
to 2.5% of the gross offering proceeds of the shares of common stock sold pursuant to the Sale Agreement. Because there is no
minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and
proceeds to us, if any, are not determinable at this time. In addition, we have agreed in the Sale Agreement to reimburse Northland
for the fees and disbursements of its counsel incurred in connection with the offering contemplated by the Sale Agreement, including
any review and qualification by FINRA, in an amount not to exceed $150,000 through the fourth business day following execution
of the Sale Agreement, in addition to an amount up to $25,000 for each quarterly period thereafter. We estimate that the total
expenses for the offering, excluding any commissions or expense reimbursement payable to Northland under the terms of the Sale
Agreement, will be approximately $35,000. The remaining sale proceeds, after deducting any other transaction fees, will equal
our net proceeds from the sale of such shares.
Northland will provide written confirmation
to us following the close of trading on the NYSE American stock exchange each day in which shares of our common stock are sold
under the Sale Agreement setting forth (i) the amount sold on such day, (ii) the price or prices at which such shares
were sold on such day, (iii) the gross offering proceeds received from such sale, (iv) the net proceeds to the Company
and (v) the commission payable by the Company to Northland with respect to such sales.
In connection with the sale of our shares
of common stock on our behalf, Northland will be deemed to be an “underwriter” within the meaning of the Securities
Act, and the compensation of Northland will be deemed to be underwriting commissions or discounts. We have agreed to indemnify
Northland against certain civil liabilities, including liabilities under the Securities Act. We have also agreed to contribute
to payments Northland may be required to make in respect of such liabilities.
The offering of our shares of common stock
pursuant to the Sale Agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the Sale
Agreement and (ii) the termination of the Sale Agreement as permitted therein. We and Northland may each terminate the Sale Agreement
at any time.
This summary of the material provisions
of the Sale Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Sale Agreement will
be filed as an exhibit to a current report on Form 8-K filed under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, and incorporated by reference in this prospectus supplement.
Northland and its affiliates may in the
future provide various investment banking, commercial banking, financial advisory and other financial services for us and our affiliates,
for which services they may in the future receive customary fees. In the course of its business, Northland may actively trade our
securities for its own account or for the accounts of customers, and, accordingly, Northland may at any time hold long or short
positions in such securities.
A prospectus supplement and the accompanying
prospectus in electronic format may be made available on a website maintained by Northland, and Northland may distribute the prospectus
supplement and the accompanying prospectus electronically.
Northland Capital Markets is the trade name
for certain capital markets and investment banking divisions of Northland Securities, Inc., Member FINRA and SIPC.
LEGAL
MATTERS
Certain legal matters in connection with
this offering will be passed upon for us by Duane Morris LLP. Faegre Drinker Biddle & Reath LLP is acting as counsel for the
sales agent in connection with this offering.
EXPERTS
Grant Thornton LLP,
independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report
on Form 10-K for the year ended December 31, 2019 and Amendment No. 1 thereto on Form 10-K/A filed with the SEC on May 7, 2020,
which are incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our financial statements
are incorporated by reference in reliance on Grant Thornton LLP’s reports, given on their authority as experts in accounting
and auditing.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to
“incorporate by reference” information into this prospectus supplement, which means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The documents incorporated by reference
into this prospectus supplement contain important information that you should read.
The following documents
are incorporated by reference into this document:
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our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, filed on May 8, 2020, August 7, 2020 and November 6, 2020, respectively;
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our Current Reports on Form 8-K filed with the SEC on February
3, 2020, February
12, 2020, March
5, 2020, March
10, 2020, April
7, 2020, May
7, 2020, May
8, 2020, May
22, 2020, June
19, 2020, July
1, 2020 (two
filings), August
7, 2020, August
31, 2020, September
11, 2020, September
29, 2020, October
15, 2020 (two
filings), October
30, 2020, November
4, 2020 and November 30, 2020;
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the description of the Company’s preferred stock purchase rights set forth in its registration statements on Form 8-A filed with the SEC on March 10, 2020, including any amendments or reports filed for the purpose of updating such description.
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We also incorporate
by reference into this prospectus supplement all documents that are filed by us with the SEC (other than current reports or portions
thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items and other
portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated by the SEC) pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus supplement
forms a part but prior to the termination of the offering. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. Please see “Where
You Can Find More Information” for additional information.
Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified
or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently
filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement.
We will provide to
each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, without charge a
copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus,
including exhibits which are specifically incorporated by reference into such documents. Anyone, including a beneficial owner,
to whom a prospectus is delivered, may request a copy of all documents that are incorporated by reference in this prospectus by
writing or telephoning us at the following address and number:
Cohen & Company
Inc.
Investor Relations
2929 Arch Street, Suite
1703
Philadelphia, Pennsylvania
19104
(215) 701-8952
Exhibits to the filings will not be sent,
however, unless those exhibits have specifically been incorporated by reference.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read and copy any materials we file with the SEC at the following
location of the SEC:
Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549
You may
obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains
a Web site that contains reports, proxy and information statements and other information that we electronically file with the SEC,
which you can access over the Internet at http://www.sec.gov. We maintain a Web site at https://cohenandcompany.com/ with information
about our Company. Information contained on our Web site or any other Web site is not incorporated into this prospectus supplement
and does not constitute a part of this prospectus supplement. Our Web site address referenced above is intended to be an inactive
textual reference only and not an active hyperlink to our Web site.
PROSPECTUS
COHEN & COMPANY INC.
$75,000,000
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
PREFERRED STOCK PURCHASE RIGHTS
SUBSCRIPTION RIGHTS
WARRANTS
UNITS
We may from time to time in one or more offerings offer and
sell up to $75,000,000 aggregate dollar amount of preferred stock (either separately or represented by depositary shares), common
stock (including, if applicable, any associated preferred stock purchase rights), subscription rights, and warrants, as well as
units that include any of these securities. The preferred stock, subscription rights, warrants, and units may be convertible into
or exercisable or exchangeable for common or preferred stock of our Company.
We may offer the securities separately or together, in separate
series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus and other offering
material.
We may offer and sell these securities to or through one or
more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.
This prospectus describes some of the general terms that may
apply to these securities and the general manner in which they may be offered. The specific terms of any securities to be offered,
and any other information relating to a specific offering including the specific manner in which the securities may be offered,
will be set forth in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained
in this prospectus. You should read this prospectus and each applicable prospectus supplement carefully before you invest.
Our common stock trades on the NYSE American stock exchange
under the symbol “COHN.” Our principal executive offices are located at the Cira Centre, 2929 Arch Street, Suite 1703,
Philadelphia, Pennsylvania 19104. The telephone number at our principal executive offices is (215) 701-9555. As of November 9,
2020, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $12.94 million. We have
not offered any of our securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to
and including the date of this prospectus.
See the “Risk Factors” on page 3 of this
prospectus for certain risks that you should consider before investing in our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is November
10, 2020.
TABLE
OF CONTENTS
Page
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf
process, we may sell any combination of the securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the
securities offered by us. Each time we sell securities, we will provide a prospectus supplement, information that is incorporated
by reference into this prospectus, or other offering material that will contain specific information about the terms of that offering.
The prospectus supplement and any other offering material may also add to, update or change information contained in the prospectus
or in documents we have incorporated by reference into this prospectus and, accordingly, to the extent inconsistent, information
in or incorporated by reference in this prospectus is superseded by the information in the prospectus supplement and any other
offering material related to such securities.
The prospectus supplement to be attached to the front of this
prospectus may describe, as applicable: the terms of the securities offered, the initial public offering price, the price paid
for the securities, net proceeds and the other specific terms related to the offering of these securities.
You should read carefully the entire prospectus, as well as
the documents incorporated by reference in the prospectus, the applicable prospectus supplement and any other offering material,
before making an investment decision.
Other than in those sections of this prospectus where we have
otherwise indicated, when used in this prospectus, the terms “the Company,” “we,” “us,” and
“our” refer to Cohen & Company Inc., a Maryland corporation, and its consolidated subsidiaries, unless the
context otherwise requires. Each reference in this prospectus to the Company’s common stock includes any preferred stock
purchase rights or other similar rights associated with the common stock, unless the context otherwise requires.
You should rely only on the information contained or incorporated
by reference in this prospectus, any prospectus supplement and any other offering material. We have not authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. We are not making an offer to sell these securities in any jurisdiction where the offer and sale is not permitted. You should
not assume that the information appearing in this prospectus, any prospectus supplement, any other offering material or the documents
incorporated by reference herein or therein is accurate as of any date other than their respective dates, regardless of the time
of delivery of this prospectus, any prospectus supplement, or any other offering material or of any sale of a security. Our business,
financial condition, results of operation and prospects may have changed since those dates.
THIS PROSPECTUS MAY NOT BE USED TO SELL ANY SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THE COMPANY
We are a financial services company specializing in the fixed
income markets. We are a holding company that conducts our business primarily through Cohen & Company, LLC, our operating
company subsidiary (the “Operating LLC”). We were founded in 1999 as an investment firm focused on small-cap banking
institutions, but have grown to provide an expanding range of capital markets and asset management services. Our business segments
are Capital Markets, Asset Management, and Principal Investing.
Capital Markets. The
Company’s Capital Markets business segment consists primarily of fixed income sales, trading, matched book repurchase agreement
financing, new issue placements in corporate and securitized products, and advisory services. The Company’s fixed income
sales and trading group provides trade execution to corporate investors, institutional investors, mortgage originators, and other
smaller broker-dealers. The Company specializes in a variety of products, including but not limited to: corporate bonds, asset
backed securities, mortgage backed securities (“MBS”), residential mortgage backed securities, collateralized debt
obligations (“CDOs”), collateralized loan obligations, collateralized bond obligations, collateralized mortgage obligations,
municipal securities, to-be-announced securities and other forward agency MBS contracts, Small Business Administration loans, U.S.
government bonds, U.S. government agency securities, brokered deposits and certificates of deposit for small banks, and hybrid
capital of financial institutions including trust preferred securities, whole loans, residential transition loans and other structured
financial instruments. The Company also offers execution and brokerage services for equity products. The Company operates its capital
markets activities primarily through its subsidiaries: J.V.B. Financial Group LLC, a broker-dealer subsidiary in the United States,
and Cohen & Company Financial Limited (formerly known as EuroDekania Management LTD), a subsidiary regulated by the Financial
Conduct Authority (formerly known as Financial Services Authority) in the United Kingdom (“CCFL”) and Cohen &
Company Financial (Europe) Limited, a subsidiary regulated by the Central Bank of Ireland in Ireland.
Asset Management. The
Company’s Asset Management business segment manages assets within CDOs, managed accounts, joint ventures, and investment
funds (collectively referred to as “Investment Vehicles”). A CDO is a form of secured borrowing. The borrowing is secured
by different types of fixed income assets such as corporate or mortgage loans or bonds. The borrowing is in the form of a securitization,
which means that the lenders are actually investing in notes backed by the assets. In the event of default, the lenders will have
recourse only to the assets securing the loan. The Company’s Asset Management business segment includes its fee-based asset
management operations, which include ongoing base and incentive management fees.
Principal Investing.
The Company’s Principal Investing business segment is comprised of investments that the Company has made for the purpose
of earning an investment return rather than investments made to support the Company’s trading, matched book repo, or other
Capital Markets business segment activities. These investments are included in the Company’s other investments, at fair value
and investments in equity method affiliates in the Company’s consolidated balance sheets.
We generate our revenue by business segment primarily through:
Capital Markets
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Trading activities of the Company, which include execution and brokerage services, riskless trading activities as well as gains
and losses (unrealized and realized) and income and expense earned on securities and derivatives classified as trading; our trading
activities which include execution and brokerage services, securities lending activities, riskless trading activities as well as
gains and losses (unrealized and realized) and income and expense earned on securities classified as trading;
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Net interest income on the Company’s matched book repo financing activities; and
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New issue and advisory revenue comprised primarily of (i) new issue revenue associated with originating, arranging, or
placing newly created financial instruments and (ii) revenue from advisory services, new issue and advisory revenue comprised
primarily of (a) origination fees for corporate debt issues originated by us; (b) revenue from advisory services; and
(c) new issue revenue associated with arranging and placing the issuance of newly created debt, equity, and hybrid financial
instruments.
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Asset Management
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Asset management fees for the Company’s on-going asset management services provided to certain Investment Vehicles, which
may include fees both senior and subordinate to the securities in the Investment Vehicle, and incentive management fees earned
based on the performance of the various Investment Vehicles.
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Principal Investing
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Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at
fair value.
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The Company was incorporated in the State of Maryland in October 2003.
Our principal executive offices are located at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104, and our telephone
number is (215) 701-9555.
RISK FACTORS
Investing in our securities involves risk and uncertainties.
Please see the risk factors under the heading “Item 1A – Risk Factors” in our most recent annual report on Form 10-K,
which is on file with the SEC and is incorporated herein by reference, and which may be amended, supplemented or superseded from
time to time by other reports we file with the SEC in the future. Before making an investment decision, you should carefully consider
these risks and other uncertainties as well as other information we include or incorporate by reference in this prospectus and
any prospectus supplement. The risks and uncertainties incorporated by reference include all of the material risks of the Company
of which we are currently aware; however, these risks and uncertainties may not be the only risks the Company will face. Additional
risks and uncertainties of which we are presently unaware, or that we do not currently deem material, may become important factors
that affect us and could materially and adversely affect our business, financial condition, results of operations and the trading
price of our securities.
DISCLOSURE REGARDING FORWARD-LOOKING
STATEMENTS
Some of the statements in this prospectus, any prospectus supplement,
or any other offering materials and any documents we incorporate by reference may constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The
Private Securities Litigation Reform Act of 1995 provides certain “safe harbor” provisions for forward-looking statements.
All forward-looking statements made in this prospectus, any prospectus supplement, any other offering material and any documents
we incorporate by reference are made pursuant to the Private Securities Litigation Reform Act. Forward-looking statements discuss
matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include
words such as “anticipate,” “believe,” “estimate,” “intend,” “could,”
“should,” “would,” “may,” “seek,” “plan,” “might,” “will,”
“expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,”
“continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are
made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements
involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance
or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking
statements.
Forward-looking statements include, without limitation, statements
regarding our current and future business activities, operational matters, cash needs, cash reserves, liquidity, operating and
capital expenses, financing options, including the state of the capital markets and our ability to access the capital markets,
expense reductions, the future outlook of the Company, operating results and pending litigation. Although we believe our plans,
intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you
that we will achieve or realize these plans, intentions or expectations, and actual results, performance or achievements may differ
materially from those that might be anticipated from our forward-looking statements. This can occur as a result of inaccurate assumptions
or as a consequence of known or unknown risks and uncertainties. Factors that may cause our actual results, performance or achievements
to differ materially from that contemplated by such forward-looking statements include, among others:
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integration of operations;
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expected financial position;
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expected results of operations;
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plans and objectives of management;
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tax treatment of business combinations;
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fair value of assets; and
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any other statements regarding future growth, future cash needs, future operations, business plans and future financial results
that are not historical facts.
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These forward-looking statements represent our intentions,
plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. These
statements could be affected by general domestic and international economic and political conditions, uncertainty as to the future
direction of the economy and vulnerability of the economy to domestic or international incidents, as well as market conditions
in our industry. Many of those factors are outside of our control and could cause actual results to differ materially from the
results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the
events described in the forward-looking statements might not occur or might occur to a different extent or at a different time
than we have described. You should consider the areas of risk and uncertainty described above and discussed under the heading
“Item 1A – Risk Factors” and in other sections of our annual report on Form 10-K
for the year ended December 31, 2019 as well as in our other reports filed from time to time with the SEC that are incorporated
by reference into this prospectus. You are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date of our Annual Report on Form 10-K or other reports filed with the SEC, as applicable. Actual results
may differ materially as a result of various factors, some of which are outside our control, including the following:
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a decline in general economic conditions or the global financial markets;
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losses or reductions in business volume due to impact of the COVID-19 pandemic;
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losses caused by financial or other problems experienced by third parties;
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losses due to unidentified or unanticipated risks;
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losses (whether realized or unrealized) on our principal investments;
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a lack of liquidity, i.e., ready access to funds for use in our businesses, including the availability of securities financing
from our clearing agency and the Fixed Income Clearing Corporation the (“FICC”); or the availability of financing at
prohibitive rates;
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the ability to attract and retain personnel;
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the ability to meet regulatory capital requirements administered by federal agencies;
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an inability to generate incremental income from acquired, newly established or expanded businesses;
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unanticipated market closures due to inclement weather or other disasters;
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the volume of trading in securities including collateralized securities transactions;
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the liquidity in capital markets;
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the creditworthiness of our correspondents, trading counterparties, and banking and margin customers;
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changing interest rates and their impacts on U.S. residential mortgage volumes;
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competitive conditions in each of our business segments;
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the availability of borrowings under credit lines, credit agreements, warehouse agreements, and our credit facilities;
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our continued membership in the FICC;
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the potential misconduct or errors by our employees or by entities with whom we conduct business; and
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the potential for litigation and other regulatory liability.
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We caution the reader that the factors described above may not
be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. Management
cannot predict such new risk factors, nor can it assess the impact, if any, of such new risk factors on our business or the extent
to which any factor, or combination of factors, may cause actual results, performance or achievements to differ materially from
those projected in any forward-looking statements. Except to the extent required by law, we undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances
or assumptions underlying such statements, or otherwise. All subsequent written and oral forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout
this prospectus or in any prospectus supplement or in the information incorporated by reference herein or therein.
USE OF PROCEEDS
Unless indicated otherwise in the applicable prospectus supplement
or other offering material, we expect to use the net proceeds from the sale of our securities for our operations and for other
general corporate purposes, including, but not limited to, capital expenditures, repayment or refinancing of borrowings, working
capital, investments and acquisitions. Additional information on the use of net proceeds from the sale of securities offered by
this prospectus may be set forth in the applicable prospectus supplement or other offering material relating to such offering.
If net proceeds from a specific offering will be used to repay indebtedness, the applicable prospectus supplement or other offering
material will describe the relevant terms of the debt to be repaid. If net proceeds from a specific offering will be used to acquire
assets, other than in the ordinary course of business, or to finance acquisitions of other businesses, the applicable prospectus
supplement or other offering material will describe the relevant terms of the acquisition or financing.
DILUTION
If required, we will set forth in a prospectus supplement the
following information regarding any material dilution of the equity interests of investors purchasing securities in an offering
under this prospectus:
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the net tangible book value per share of our equity securities before and after the offering;
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the amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in
the offering; and
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the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
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PLAN OF DISTRIBUTION
We may sell the securities from time to time in one or more
transactions through underwriters or dealers, through agents, or directly to one or more purchasers, in private transactions, at
a fixed price or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices
related to the prevailing market prices, or at negotiated prices. We will describe the method of distribution and the terms of
the offering of the securities in a prospectus supplement, information incorporated by reference or other offering material, including:
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the name or names of the underwriters, if any, and the respective amounts underwritten;
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the purchase price of the securities and the proceeds we will receive from the sale;
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any underwriting discounts and other items constituting underwriters’ compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the securities may be listed.
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Only underwriters we name in the prospectus supplement, information
incorporated by reference or other offering material are underwriters of the securities offered thereby.
If we use underwriters in the sale, they will acquire the securities
for their own account and may resell them from time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of sale. We may offer the securities to the public through
underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions,
the underwriters will be obligated to purchase all the securities of the class offered by the prospectus supplement, information
incorporated by reference or other offering material. In connection with the sale of securities, underwriters may receive compensation
from us or from purchasers of securities for whom they may act as agents. This compensation may be in the form of discounts, concessions,
or commissions.
Underwriters may sell securities to or through dealers, and
these dealers may receive compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities
could be considered underwriters, and any discounts or commissions received by them from us and any profit on the resale of securities
by them could be considered underwriting discounts and commissions, under the Securities Act. Any public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may change from time to time.
If we sell securities to a dealer, we will sell the securities
to the dealer, as principal. The name of the dealer and the terms of the transaction will be set forth in the prospectus supplement,
information incorporated by reference, or other offering material. The dealer may then resell the securities to the public at varying
prices to be determined by the dealer at the time of resale.
We may sell securities directly or through agents we designate
from time to time. We will name any agent involved in the offering and sale of securities, and we will describe any commissions
we will pay the agent, in the prospectus supplement, information incorporated by reference or other offering material. Unless the
prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
Under agreements entered into by us for the purchase or sale
of securities, underwriters, dealers and agents may be entitled to indemnification by us against certain liabilities, including
liabilities under the Securities Act, or to contribution with respect to payments which they may be required to make in respect
thereof. Underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, us in the
ordinary course of business.
Offers to purchase securities may be solicited, and sales thereof
may be made, by us directly to institutional investors or others who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resales of those securities. The terms of any such offer will be set forth in the prospectus
supplement, information incorporated by reference or other offering material.
If we offer securities in a subscription rights offering to
our existing security holders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters.
We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not
enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.
If so indicated in the prospectus supplement, we will authorize
the underwriters or other persons acting as our agents to solicit offers by certain institutional investors to purchase securities
from us under contracts requiring payment and delivery on a future date. The obligations of any purchaser under these contracts
will be subject to the condition that the purchase of the offered securities shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which that purchaser is subject. The underwriters and other agents will not have any responsibility
in respect of the validity or performance of these contracts.
Upon written instruction from us, a sales agent party to a distribution
agency agreement with us will use its commercially reasonable efforts to sell on our behalf, as our agent, the shares of common
stock offered as agreed upon by us and the sales agent. We will designate the maximum amount of shares of common stock to be sold
through the sales agent, on a daily basis or otherwise as we and the sales agent agree. Subject to the terms and conditions of
the applicable distribution agency agreement, the sales agent will use its commercially reasonable efforts to sell, as our sales
agent and on our behalf, all of the designated shares of common stock. We may instruct the sales agent not to sell shares of common
stock if the sales cannot be affected at or above the price designated by us in any such instruction. We may suspend the offering
of shares of common stock under any distribution agency agreement by notifying the sales agent. Likewise, the sales agent may suspend
the offering of shares of common stock under the applicable distribution agency agreement by notifying us of such suspension.
We also may sell shares to the sales agent as principal for
its own account at a price agreed upon at the time of sale. If we sell shares to the sales agent as principal, we will enter into
a separate agreement setting forth the terms of such transaction.
The offering of common stock pursuant to a distribution agency
agreement will terminate upon the earlier of (1) the sale of all shares of common stock subject to the distribution agency
agreement or (2) the termination of the distribution agency agreement by us or by the sales agent.
Sales agents under our distribution agency agreements may make
sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market”
offering as defined in Rule 415 promulgated under the Securities Act, sales made directly on the NYSE American stock exchange,
the existing trading market for our common stock, or sales made to or through a market maker other than on an exchange. The name
of any such underwriter or agent involved in the offer and sale of our common stock, the amounts underwritten, and the nature of
its obligations to take our common stock will be described in the applicable prospectus supplement. In connection with an offering,
the underwriters may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of
securities than they are required to purchase in an offering. Stabilizing transactions consist of certain bids or purchases made
for the purpose of preventing or retarding a decline in the market price of the securities while an offering is in progress.
The underwriters also may impose a penalty bid. This occurs
when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters
have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering transactions.
These activities by the underwriters may stabilize, maintain
or otherwise affect the market price of the securities. As a result, the price of the securities may be higher than the price that
otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any
time. These transactions may be effected on an exchange or automated quotation system, if the securities are listed on that exchange
or admitted for trading on that automated quotation system, or in the over-the-counter market or otherwise.
All securities we offer other than common stock will be new
issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be
obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading
markets for any securities.
DESCRIPTION OF SECURITIES WE MAY OFFER
We may issue from time to time, in one or more offerings the
following securities:
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shares of preferred stock;
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shares of common stock (including, if applicable, the Series C Junior Participating Preferred Stock Purchase Rights or
any other associated preferred stock purchase rights);
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warrants exercisable for our preferred stock, depositary shares or common stock; and
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units comprised of any combination of our preferred stock, depositary shares, common stock and warrants.
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The preferred stock may be exchangeable for and/or convertible
into shares of common stock or another series of preferred stock.
This prospectus contains a summary of the material general terms
of the various securities that we may offer. The specific terms of the securities will be described in a prospectus supplement,
information incorporated by reference or other offering material, which may be in addition to or different from the general terms
summarized in this prospectus. When a particular series of securities is offered, a supplement to this prospectus will be delivered
with this prospectus, which will set forth the terms of the offering and the sale of the offered securities.
DESCRIPTION OF PREFERRED STOCK
Our charter authorizes the issuance of preferred stock in one
or more series. Our board of directors or a committee designated by the board will determine the dividend, voting and conversion
rights and other provisions at the time of sale. Each series of preferred stock will be more fully described in the particular
prospectus supplement that will accompany this prospectus and in the particular Articles Supplementary that we would file with
the Maryland State Department of Assessments and Taxation, including, as appropriate, redemption provisions, rights in the event
of liquidation, dissolution or the winding up of the Company, voting rights and rights to convert into common stock or another
series of preferred stock.
Our authorized preferred stock consists of 60,000,000 shares
of preferred stock, par value $0.001 per share. Of our preferred stock:
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One share has been designated as Series A Voting Convertible Preferred Stock (the “Series A Preferred Stock”);
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4,983,557 shares have been designated as Series B Voting Non-Convertible Preferred Stock (the “Series B Preferred
Stock”);
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10,000 shares have been designated as Series C Junior Participating Preferred Stock (the “Series C Preferred
Stock”);
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4,983,557 shares have been designated as Series D Voting Non-Convertible Preferred Stock (the “Series D Preferred
Stock”);
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4,983,557 shares have been designated as Series E Voting Non-Convertible Preferred Stock (the “Series E Preferred
Stock”); and
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25,000,000 shares have been designated as Series F Voting Non-Convertible Preferred Stock (the “Series F Preferred
Stock”).
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As of December 31, 2019, we had outstanding 4,983,557 shares
of Series E Preferred Stock and 22,429,541 shares of Series F Preferred Stock and the ability to issue an additional
20,039,328 shares of Preferred Stock. All of the previously issued and outstanding shares of Series A Preferred Stock, Series B
Preferred Stock, and Series D Preferred Stock have been redeemed by the Company. No shares of Series C Preferred Stock
have been issued as of December 31, 2019.
Our charter authorizes our board of directors to classify any
unissued shares of preferred stock and to reclassify any previously classified but unissued shares of any series. Prior to issuance
of shares of each series, our board of directors is required by the Maryland General Corporation Law, as amended from time to time
(the “MGCL”), and our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions,
limitations as to distributions or other distributions, qualifications and terms and conditions of redemption for each such series
and we are required to file articles supplementary with the State Department of Assessments and Taxation of Maryland setting forth
the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms
and conditions for redemptions of each such series.
Series C Preferred Stock
The Series C Preferred Stock was authorized by our board
of directors in connection with the Stockholder Rights Plan discussed below under “Description of Our Common Stock –
Stockholder Rights Plan.” Upon the issuance of any Series C Preferred Stock, the holders of Series C Preferred
Stock are entitled to receive, when, as and if declared by our board of directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the last day of March, June, September and December in each year commencing on
the first quarterly dividend payment date after the first issuance of a share or fraction of a share of Series C Preferred
Stock. Dividends accrue and are cumulative. The holder of each share of Series C Preferred Stock is entitled to 10,000 votes
on all matters submitted to a vote of our stockholders. Holders of Series C Preferred Stock are entitled to receive dividends,
distributions or distributions upon liquidation, dissolution or winding up of the Company in an amount equal to $100,000 per share
of Series C Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions, whether or not declared,
prior to payments made to holders of shares of stock ranking junior to the Series C Preferred Stock. The shares of Series C
Preferred Stock are not redeemable.
Series E Preferred Stock
Holders of Series E Preferred Stock are not entitled to
receive any dividends, distributions or distributions upon liquidation, dissolution or winding-up of the Company.
Each holder of Series E Preferred Stock may not transfer
such shares except for certain permitted transfers upon the death of such holder.
Holders of Series E Preferred Stock will not be entitled
to exercise any appraisal rights unless our board of directors, upon the affirmative vote of a majority of directors, determines
that such rights apply with respect to the Series E Preferred Stock.
Holders of Series E Preferred Stock are entitled to vote
together with the holders of Company common stock on all matters with respect to which a vote of the stockholders of the Company
is required or permitted under Maryland law. Each outstanding share of Series E Preferred Stock entitles the holder to one
vote for every ten shares of Series E Preferred Stock on each matter submitted to the stockholders of the Company for their
vote.
In addition, while shares of Series E Preferred Stock are
outstanding, the approval of the holders of Series E Preferred Stock entitled to cast a majority of the votes of the outstanding
Series E Preferred Stock, voting separately as a class, is required to: (1) approve any amendment, alteration or repeal
of any provision of the Company’s charter, whether by merger, consolidation or otherwise, that would adversely affect or
cause to be terminated the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and
other distributions, qualifications and terms and conditions of redemption of the Series E Preferred Stock except that neither
of the following are deemed to adversely affect or terminate the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Series E
Preferred Stock, and the holders of the Series E Preferred Stock are not entitled to vote on: (A) an increase in the
number of authorized or outstanding shares of Company common stock or the classification or issuance of any shares of stock of
any class or series of stock other than Series E Preferred Stock; or (B) an amendment, alteration or repeal of any provision
of the Company’s charter in connection with a merger, consolidation or other event, if, following such merger, consolidation
or other event, the holders of the Series E Preferred Stock receive equity securities of the successor or survivor of such
merger, consolidation or other event with terms that are substantially identical to those of the Series E Preferred Stock,
taking into account that, upon the occurrence of such merger, consolidation or other event, the Company may not be the surviving
entity and the surviving entity may not be a corporation; or (2) classify, reclassify or issue any shares of Series E
Preferred Stock.
If the Company effects a split, combination or subdivision of
the outstanding shares of Company common stock or declares a dividend or other distribution on Company common stock payable in
additional shares of Company common stock, then, as of the date of such split, dividend or distribution (or, if a record date is
established for such dividend or distribution, as of such record date), the number of votes entitled to be cast by a holder of
one share of Series E Preferred Stock will be proportionately increased or decreased so that the aggregate voting power represented
by all of the authorized shares of Series E Preferred Stock immediately following such split, combination, subdivision, dividend
or distribution will bear the same relationship to the number of shares of Company common stock outstanding immediately following
such split, combination, subdivision, dividend or distribution as the aggregate voting power represented by all of the authorized
shares of Series E Preferred Stock immediately prior to such split, combination, subdivision, dividend or distribution bears
to the number of shares of Company common stock outstanding immediately prior to such split, combination, subdivision, dividend
or distribution.
The Company may not enter into or undertake any consolidation,
merger, combination or other transaction (other than a reclassification described below) in which shares of Company common stock
are exchanged for or converted into stock or securities having voting rights in the surviving or resulting entity unless each share
of Series E Preferred Stock will be entitled to be exchanged for or converted into a number of shares of a separate class
of stock or securities in the surviving or resulting entity, or the Resulting Shares, each of which will entitle the holder of
one such Resulting Share to cast a number of votes equal to (1) the number of votes entitled to be cast by the holder of one
share of stock or other security into which or for which each share of Company common stock is exchanged or converted, multiplied
by (2) the number of votes entitled to be cast by the holder of one share of Series E Preferred Stock immediately prior
to such exchange, Resulting Shares will not have any rights to dividends or other distributions.
If there is a reclassification of the outstanding shares of
Company common stock into shares of any other class or series of stock (other than a split, subdivision or combination described
above), then the number of votes entitled to be cast by a holder of one share of Series E Preferred Stock will be increased
or decreased in proportion to the increase or decrease in the aggregate number of shares of stock that a holder of one share of
Company common stock is entitled to receive in connection with such a reclassification, unless the shares of stock issued to the
holders of Company common stock in connection with such a reclassification have more or less than one vote per share, in which
case, the number of votes entitled to be cast by a holder of one share of Series E Preferred Stock will be increased or decreased
in proportion to the increase or decrease in the aggregate number of votes that a holder of one share of Company common stock is
entitled to cast as a result of such reclassification. Except for redemption in connection with the redemption of or other acquisition
any of the Operating LLC units owned by the holder of the Series E Preferred Stock as of May 9, 2013, shares of Series E
Preferred Stock are not subject to redemption at the option of the Company or subject to any sinking fund or other mandatory right
of redemption accruing to the holders thereof.
Series F Preferred Stock
Holders of the Series F Preferred Stock have substantially
the same rights as holders of the Series E Preferred Stock, which are described immediately above, except as follows:
Each holder of Series F Preferred Stock may not transfer
such shares except for certain permitted transfers upon the death, dissolution or termination of such holder. Further, shares of
Series F Preferred Stock are not subject to redemption at the option of the Company or subject to any sinking fund or other
mandatory right of redemption accruing to the holders thereof except in connection with a redemption or acquisition of any Operating
LLC units owned by a holder of Series F Preferred Stock as of December 30, 2019 (in which event the number of shares
of Series F Preferred Stock that will be redeemed will be reduced by the number shares of Series E Preferred Stock redeemed
in connection with such redemption or acquisition of such Operating LLC units).
DESCRIPTION OF DEPOSITARY SHARES
We may, at our option, elect to offer fractional shares of preferred
stock rather than full shares of preferred stock. In the event we exercise this option, we will issue scrips for depositary shares,
each of which will represent a fraction, to be described in an applicable prospectus supplement, of a share of a particular series
of preferred stock. The preferred stock represented by depositary shares will be deposited under a deposit agreement between us
and a bank or trust company selected by us. Subject to the terms of the deposit agreement, each owner of a depositary share will
be entitled, in proportion to the applicable preferred stock or fraction thereof represented by the depositary share, to all of
the rights and preferences of the preferred stock represented thereby, including any dividend, voting, redemption, conversion or
liquidation rights. For an additional description of our preferred stock, see the description in this prospectus under the headings
“Description of Preferred Stock.”
The depositary shares will be evidenced by depositary scrips
issued pursuant to the deposit agreement. The particular terms of the depositary shares offered by any prospectus supplement will
be described in the prospectus supplement, which will also include a discussion of certain U.S. federal income tax consequences
and, without limitation, (1) the name of the depositary and the address of its principal executive office, (2) the title
of the American Depositary Receipts and identify the deposited security, (3) the terms of deposit, including the provisions,
if any, with respect to (i) the amount of deposited securities represented by one unit of American Depositary Receipts; (ii) the
procedure for voting, if any, the deposited securities; (iii) the collection and distribution of dividends; (iv) the
transmission of notices, reports and proxy soliciting material; (v) the sale or exercise of rights; (vi) the deposit
or sale of securities resulting from dividends, splits or plans of reorganization; (vii) amendment, extension or termination
of the deposit; (viii) rights of holders of receipts to inspect the transfer books of the depositary and the list of holders
of receipts; (ix) restrictions upon the right to deposit or withdraw the underlying securities; and (x) limitation upon
the liability of the depositary; and (4) all fees and charges which may be imposed directly or indirectly against the holder
of the American Depositary Receipts, indicating the type of service, the amount of fee or charges and to whom paid.
A copy of the form of deposit agreement, including the form
of depositary scrips, will be filed prior to the issuance of depository shares as an exhibit to the reports we file with the SEC
which will be incorporated by reference into the registration statement of which this prospectus is a part.
DESCRIPTION OF COMMON STOCK
Our authorized common stock consists of 100,000,000 shares
of common stock, par value $0.01 per share. As of November 9, 2020, 1,375,907 shares of our common stock were issued and outstanding.
The following description of our common stock and provisions
of our articles of incorporation and bylaws are only summaries, and we encourage you to review complete copies of our articles
of incorporation and bylaws, which we have previously filed with the SEC. For more information regarding the common stock which
may be offered by this prospectus, please refer to the applicable prospectus supplement, other offering material, and our articles
of incorporation and Articles Supplementary related to our Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, which are incorporated
by reference as exhibits to the registration statement of which this prospectus forms a part, and, if applicable, any additional
articles supplementary establishing and designating any additional series of our preferred stock, which will be filed with the
SEC as an exhibit to or incorporated by reference into the registration statement on or about the time of issuance of that series
of preferred stock.
All shares of Company common stock that the Company may offer
under this prospectus will be duly authorized, fully paid and nonassessable. Subject to the preferential rights of any other class
or series of stock, holders of shares of Company common stock are entitled to receive distributions on such stock when, as and
if authorized by our board of directors out of funds legally available therefor and declared by the Company and to share ratably
in the assets legally available for distribution to the Company’s stockholders in the event of its liquidation, dissolution
or winding up after payment of or adequate provision for all of the Company’s known debts and liabilities, including the
preferential rights on dissolution of any class or classes of preferred stock.
Each outstanding share of Company common stock entitles the
holder to one vote on all matters submitted to a vote of stockholders, including the election of directors. There is no cumulative
voting in the election of the Company board of directors, which means that the holders of a plurality of the outstanding shares
of Company common stock, Series E Preferred Stock and Series F Preferred Stock can elect all of the directors then standing
for election and the holders of the remaining shares will not be able to elect any directors.
Holders of shares of Company common stock have no preference,
conversion, exchange, sinking fund, redemption or, so long as the Company’s stock remains listed on a national stock exchange,
appraisal rights and have no preemptive rights to subscribe for any of the Company’s securities. Shares of Company common
stock have equal dividend, liquidation and other rights.
Under the MGCL, a Maryland corporation with outstanding voting
capital stock generally cannot dissolve, amend its charter, merge, consolidate, transfer all or substantially all of its assets
or engage in a statutory share exchange unless declared advisable by its board of directors and approved by the affirmative vote
of stockholders holding at least two-thirds of the shares entitled to vote on the matter unless a lesser percentage (but not less
than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation’s charter. The Company’s
charter does not provide for a lesser percentage for these matters. However, Maryland law permits a corporation to transfer all
or substantially all of its assets without the approval of the stockholders of the corporation to one or more persons if all of
the equity interests of the person or persons are owned, directly or indirectly, by the corporation. Because certain operating
assets may be held by the Company’s subsidiaries, this may mean that a subsidiary of the Company may be able to merge or
sell all or substantially all of its assets without a vote of the Company’s stockholders.
The Company’s charter authorizes its board of directors
to reclassify any unissued shares of Company common stock into other classes or series of classes of stock and to establish the
number of shares in each class or series and to set the preferences, conversion and other rights, voting powers, restrictions,
limitations as to distributions or other distributions, qualifications or terms or conditions of redemption for each such class
or series.
For information concerning the associated rights included with
our common stock under our Section 382 Rights Agreement dated as of March 10, 2020 (the “Rights Agreement”),
between the Company and Computershare, Inc. (the “Rights Agent”), see “Stockholder Rights Plan” below.
The Rights Agreement and the rights thereunder will expire on December 31, 2023, unless earlier terminated by us. In the event
that we adopt a new stockholder rights plan or similar plan that involves the distribution to our stockholders of rights under
the new plan, any common stock we offer would also include any associated rights under the new plan, subject to the terms and conditions
of that plan.
The rights and privileges of our common stock may be subordinate
to the rights and preferences of any of our preferred stock.
Our common stock is traded on the NYSE American stock exchange
under the symbol “COHN.”
The transfer agent and registrar for our common stock is Computershare, Inc.
Stockholder Rights Plan
Our board of directors approved the entry into the Rights Agreement
on March 10, 2020. The Rights Agreement provides for a distribution of one preferred stock purchase right, a Right, and collectively
the Rights, for each share of common stock, par value $0.01 per share, of the Company outstanding to stockholders of record at
the close of business March 20, 2020 (the “Record Date”). Each Right entitles the registered holder to purchase
from the Company a unit, or a “Unit,” consisting of one ten-thousandth of a share of Series C Preferred Stock,
at a purchase price of $100.00 per Unit, subject to adjustment. The following description of our Rights Agreement is only a summary,
and we encourage you to review a complete copy of our Rights Agreement, which we have previously filed with the SEC and is incorporated
by reference as an exhibit to the registration statement of which this prospectus forms a part.
Initially, the Rights will be attached to all common stock certificates
representing shares then outstanding, and no separate certificates in respect of the Rights will be distributed. Subject to certain
exceptions specified in the Rights Agreement, the Rights will separate from the common stock and a “Distribution Date”
will occur upon the earlier of (1) ten days following a public announcement that a person or group of affiliated or associated
persons has become an “Acquiring Person” (as defined below), referred to herein as the “Stock Acquisition Date,”
or (2) ten business days following the commencement of a tender offer or exchange offer that would result in a person or group
becoming an Acquiring Person. “Acquiring Person” means any person who or which, together with all affiliates and associates
of such person, shall be the beneficial owner of 4.95% or more of the shares of common stock then outstanding, excluding the Company
and “Exempted Persons” (as defined in the Rights Agreement). Until the Distribution Date, (1) the Rights will
be evidenced by the common stock certificates and will be transferred with and only with such common stock certificates, (2) new
common stock certificates after the Record Date will contain a notation incorporating the Rights Agreement by reference, and (3) the
surrender for transfer of any certificates for common stock outstanding will also constitute the transfer of the Rights associated
with the common stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and
will expire on the earliest of (1) the close of business on December 31, 2023, (2) the time at which the Rights
are redeemed pursuant to the Rights Agreement, (3) the time at which the Rights are exchanged pursuant to the Rights Agreement,
(4) the repeal of Section 382 of the Internal Revenue Code of 1986, as amended, or any successor statute if our board
of directors determines that the Rights Agreement is no longer necessary or desirable for the preservation of certain tax benefits,
and (5) the beginning of a taxable year of the Company to which our board of directors determines that certain tax benefits
may not be carried forward. At no time will the Rights have any voting power.
In the event that a person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise, common stock (or, in certain circumstances, cash, property
or other securities of the Company), having a value equal to two times the exercise price of the Right. The exercise price is the
Purchase Price times the number of Units associated with each Right (initially, one). Notwithstanding any of the foregoing, following
the occurrence of an Acquiring Person becoming such, or a “Flip-In Event,” all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void.
In the event that, at any time following the Stock Acquisition
Date, (1) the Company engages in a merger or other business combination transaction in which the Company is not the surviving
corporation; (2) the Company engages in a merger or other business combination transaction in which the Company is the surviving
corporation and the common stock is changed or exchanged; or (3) 50% or more of the Company’s assets, cash flow or earning
power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall
thereafter have the right to receive, upon exercise of the Right, common stock of the acquiring company having a value equal to
two times the exercise price of the Right.
However, Rights are not exercisable following the occurrence
of a Flip-In Event until such time as the Rights are no longer redeemable by the Company as set forth below.
At any time after the Stock Acquisition Date, the Company may
exchange the Rights (other than Rights owned by an Acquiring Person), in whole or in part, at an exchange ratio equal to (1) a
number of shares of common stock per Right with a value equal to the spread between the value of the number of shares of common
stock for which the Rights may then be exercised and the Purchase Price, or (2) if prior to the acquisition by the Acquiring
Person of 50% or more of the then outstanding shares of common stock, one share of common stock per Right (subject to adjustment).
At any time until ten days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. Immediately upon the action of our
board of directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will
be to receive the $0.001 redemption price.
DESCRIPTION OF SUBSCRIPTION RIGHTS
We may issue subscription rights to purchase preferred stock,
common stock or other securities. These subscription rights may be issued independently or together with any other security offered
hereby and may or may not be transferable by the holder receiving the subscription rights in such offering. In connection with
any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers
pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after
such offering. The applicable prospectus supplement will describe the terms of the subscription rights. You should read the particular
terms of the documents pursuant to which the subscription rights would be issued, which will be described in more detail in the
applicable prospectus supplement.
The applicable prospectus supplement will describe the material
terms of any offering of subscription rights for which this prospectus is being delivered, including, without limitation, (1) the
amount of securities called for by the subscription rights, (2) the period during which and the price at which the subscription
rights are exercisable; (3) the amount of subscription rights outstanding; and (4) provisions for changes to or adjustments
in the exercise price.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of our common stock,
preferred stock and/or depositary shares in one or more series. Warrants may be issued independently or together
with any common stock, preferred stock and/or depositary shares offered by any prospectus supplement and may be
attached to or separate from those securities. Each warrant will entitle the holder to purchase for cash a number of shares of
common stock, preferred stock and/or depositary shares at the exercise price as will in each case be described in, or can be determined
from, the applicable prospectus supplement relating to the offered warrants. Each series of warrants will be issued under separate
warrant agreements to be entered into between us and a bank or trust company, as warrant agent. You should read the particular
terms of the warrants, which will be described in more detail in the applicable prospectus supplement. The particular terms of
any warrants offered by any prospectus supplement, and the extent to which the general provisions summarized below may apply to
the offered securities, will be described in the prospectus supplement.
As of November 10, 2020, there were no warrants outstanding
to purchase our securities.
The applicable prospectus supplement will describe the material
terms of the warrants we offer, the warrant agreement relating to the warrants and the certificates representing the warrants,
including, to the extent applicable and without limitation, (1) the amount of securities called for by such warrants; (2) the
period during which and the price at which the warrants are exercisable; (3) the amount of warrants outstanding; and (4) provisions
for changes to or adjustments in the exercise price of such warrants.
DESCRIPTION OF UNITS
We may issue units consisting of one or more warrants,
shares of preferred stock, shares of common stock, subscription rights, depositary shares or any combination of such
securities. The applicable prospectus supplement will describe the terms of the units and of the securities comprising the
units, including whether and under what circumstances the securities comprising the units may be traded separately. You
should read the particular terms of the documents pursuant to which the units would be issued, which will be described in
more detail in the applicable prospectus supplement.
CERTAIN PROVISIONS OF THE MARYLAND GENERAL
CORPORATION LAW AND
THE COMPANY’S CHARTER, BYLAWS AND RIGHTS PLAN
AND THE OPERATING LLC’S AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
The following is a summary of certain provisions of the MGCL
and the Company’s charter, bylaws and rights plan and the Operating LLC’s Amended and Restated Limited Liability Company
Agreement (as amended, the “Operating LLC Operating Agreement”), that may defer or prevent unsolicited takeover attempts.
Because the description is a summary, it does not contain all of the information about the MGCL, the Company’s charter or
bylaws and rights plan or the Operating LLC’s Amended and Restated Limited Liability Company Agreement that may be important
to you. In particular, you should refer to, and this summary is qualified in its entirety by, the full text of the Company’s
charter and bylaws and rights plan and the Operating LLC’s Amended and Restated Limited Liability Company Agreement, which
are incorporated by reference into this prospectus.
Provisions of Rights Plan
As discussed under “Description of Capital Stock –
Stockholder Rights Plan,” we have adopted a Rights Agreement that provides stockholders with rights to purchase shares of
our Series C Preferred Stock under certain circumstances involving a potential change in control. The rights have certain
anti-takeover effects, and will cause substantial dilution to a person or group that attempts to acquire the Company in certain
circumstances. Accordingly, the existence of the rights plan may deter certain acquirors from making takeover proposals or tender
offers.
Board of Directors
The Company’s charter and bylaws provide that the number
of directors may be established by our board of directors but may not be fewer than one nor more than fifteen. Generally, any vacancy
on our board of directors may be filled, at any regular meeting or at any special meeting called for that purpose, by a majority
of the remaining directors, except that any vacancy created as a result of the removal of a director by a vote of the stockholders
shall be filled by a vote of the stockholders. The common stock, the Series E Preferred Stock and the Series F Preferred
Stock vote together on the election of directors.
Removal of Directors
The charter provides that a director may be removed from office
at any time with or without cause by the affirmative vote of the holders of the Company’s stock entitled to cast at least
two-thirds of the votes of the stock entitled to be cast in the election of directors.
Amendment of the Company’s Charter and Bylaws
The Company’s charter may be amended only if the amendment
is declared advisable by its board of directors and approved by the affirmative vote of the Company stockholders entitled to cast
at least two-thirds of all of the votes entitled to be cast on the matter. The Company’s bylaws may be altered, amended or
repealed, and new bylaws adopted, by the vote of a majority of its board of directors or by a vote of a majority of the voting
power of Company common stock.
Term and Termination
The Company’s voluntary dissolution must be:
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declared advisable by a majority of its entire board of directors;
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approved by the affirmative vote of the Company stockholders entitled to cast not less than two-thirds of all of the votes
entitled to be cast on the matter; and
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as provided for in the Operating LLC Operating Agreement, approved by a majority of the voting power of the Operating LLC Units
held by members other than the Company that have a percentage interest of at least 10% of the Operating LLC, or the “Designated
Non-Parent Members,” unless the gross cash proceeds received in connection with such voluntary dissolution by the sole Designated
Non-Parent Member as of May 9, 2013 equal or exceed $6.00 per share of our common stock or per Operating LLC Unit (as appropriately
adjusted to reflect any dividend, split, reverse split, combination, reclassification, recapitalization or other similar change
in the capital structure of the Company and/or the Operating LLC, or any distribution to holders of shares of our common stock
and/or Operating LLC Units other than cash dividends, held by such Designated Non-Parent Member at the time of such voluntary dissolution).
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Stockholder Meetings and Approvals
The Company’s bylaws provide that the annual meeting of
the Company’s stockholders is held, upon reasonable notice at the principal office of the Company at ten o’clock a.m. unless
a different date, hour or place is fixed by our board of directors. Special meetings of the Company’s stockholders may be
called by the Chairman of the board of directors, the President, the Chief Executive Officer, our board of directors, or the secretary
upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such
a meeting containing the information required by the Company’s bylaws.
Stockholders entitled to cast a majority of all the votes entitled
to be cast at a meeting, represented in person or by proxy, will constitute a quorum at any meeting of the Company stockholders.
Action may be taken by the Company stockholders without a meeting, without prior notice, and without a vote, if consents in writing
or by electronic transmission, setting forth the action taken, are given by all the holders of shares of stock entitled to vote
on such action and filed with the records of the Company stockholders’ meetings. Notice in writing or by electronic transmission
of all meetings of stockholders stating the date, hour and place of such meeting and, for any special meeting and to the extent
required by the MGCL for an annual meeting, the purpose for which the meeting has been called, must be given by the secretary not
less than 10 days nor more than 90 days before a meeting. The common stock, the Series E Preferred Stock and the Series F
Preferred Stock vote together as one class on all matters.
Advance Notice of Director Nominations and New Business
The Company’s bylaws provide that nominations of individuals
for election to the Company’s board of directors and proposals of business to be considered at the meeting may be properly
brought before an annual meeting of the Company’s stockholders only:
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pursuant to the Company’s notice of the meeting;
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by, or at the direction of, the Company’s board of directors; or
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by a stockholder of record who is entitled to vote at the meeting and has provided notice to the Company’s secretary
as required by the advance notice procedures set forth in the Company’s bylaws.
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Unless alternate timing is provided by the Company, a stockholder
of record must provide such notice, containing the information required by the Company’s bylaws, not earlier than the 150th
day and not later than 5:00 p.m., Eastern Time, of the 120th day prior to the first anniversary of the date of mailing of the notice
for the preceding year’s annual meeting, with certain adjustments if the date of the annual meeting is changed by more than
30 days from the first anniversary of the preceding year’s annual meeting or the number of directors to be elected at the
meeting is increased or decreased and there is no public announcement of such increase or decrease at least 130 days before the
first anniversary of the date of mailing of the notice of the preceding year’s annual meeting.
Nominations of individuals for election to the Company’s
board of directors may be properly brought before a special meeting of the Company’s stockholders at which directors are
to be elected only:
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pursuant to the Company’s notice of the meeting;
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by, or at the direction of, the Company’s board of directors; or
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if the Company’s board of directors has determined that directors will be elected at the special meeting, by a stockholder
of record who is entitled to vote at the meeting and has provided notice to the Company’s secretary as required by the advance
notice procedures set forth in the Company’s bylaws.
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A stockholder of record must provide such notice, containing
the information required by the Company’s bylaws, not earlier than the 120th day prior to such special meeting and not later
than 5:00 p.m., Eastern Time, on the 90th day prior to such special meeting or the tenth day after the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by our board of directors to be elected at such meeting.
Procedures Governing Stockholder-Requested Special Meetings
The Company’s bylaws clarify the procedures relating to
stockholder-requested special meetings of stockholders by specifying (1) the procedures by which stockholders may request
a record date for determining stockholders entitled to request a special meeting; (2) the time frame for the Company’s
board of directors to fix such record date; (3) who is responsible for the costs of preparing and mailing the notice of special
stockholders meetings; (4) that the Company’s board of directors has the authority to set the time, date and place of
special stockholders meetings; (5) under what circumstances a notice of a special stockholders meeting may be revoked; and
(6) methods by which our board of directors may seek verification of the validity of a stockholder request for a special meeting.
Takeover Restrictions
The Company’s charter or bylaws (1) require the affirmative
vote of two-thirds of the votes entitled to be cast in the election of directors, generally, to remove any director, (2) vest
in the board the exclusive power to fix the number of directors, and (3) require, unless called by the Chairman of the board,
President, Chief Executive Officer or our board of directors, the request of holders of a majority of all of the votes entitled
to be cast at such meeting to call a special meeting.
The affirmative vote of two-thirds of all votes entitled to
be cast on the matter and a declaration of the advisability thereof by the board of directors will generally be required to approve
a merger, consolidation or share exchange involving the Company, the transfer of all or substantially all of the assets or an amendment
to the Company’s charter.
Our board of directors has the power to classify and reclassify
authorized and unissued shares of common stock or preferred stock and, subject to certain restrictions in the Operating LLC’s
Operating Agreement discussed below, authorize the issuance of a class or series of common stock or preferred stock without stockholder
approval.
Limitation of Liability and Indemnification
Maryland law permits a Maryland corporation to include in its
charter a provision limiting liability to the corporation or its stockholders for money damages, except for liability resulting
from (1) actual receipt of an improper benefit or profit in money, property or services, or (2) active and deliberate
dishonesty which is established by a final judgment and is material to the cause of action. the Company’s charter contains
a provision limiting the liability of its directors and officers to the Company and its stockholders to the maximum extent permitted
by Maryland law.
The Company’s charter and bylaws require it to indemnify
its present and former directors and any individual who served as a director of a predecessor of the Company for any liability
incurred in their official capacity, and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding,
to the fullest extent permitted by the MGCL. the Company’s charter and bylaws permit it, with the approval of its board of
directors, to indemnify and to pay or reimburse the expenses of any officer, employee or agent of the Company or a predecessor
of the Company, to the maximum extent permitted by the MGCL.
Interested Person Transactions
Maryland law provides that a contract or other transaction between
a Maryland corporation and a director of the corporation or between a Maryland corporation and any other company or other entity
in which a director of the Maryland corporation serves as a director or has a material financial interest is not void or voidable
solely on the grounds of such common directorship or interest, the presence of the director at the meeting at which the contract
or transaction is authorized, approved or ratified or the counting of the director’s vote in favor thereof if (1) the
material facts relating to the common directorship or interest are disclosed to the board of directors or a committee of the board
of directors and the board of directors or committee authorizes, approves or ratifies the transaction or contract by the affirmative
vote of a majority of disinterested directors, even if the disinterested directors constitute less than a quorum, (2) the
material facts relating to the common directorship or interest are disclosed to the stockholders entitled to vote and the contract
or transaction is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote other than
the interested director or corporation or other entity, or (3) the transaction or contract is fair and reasonable to the Company
at the time it is authorized, ratified or approved.
LEGAL MATTERS
Unless otherwise specified in the applicable prospectus supplement,
the validity of any securities issued hereunder will be passed upon for our Company by Duane Morris LLP, Philadelphia, Pennsylvania,
and for any underwriters or agents by counsel named in the applicable prospectus supplement.
EXPERTS
The audited consolidated financial statements incorporated by reference in this prospectus and elsewhere in the registration statement, have been so incorporated
by reference in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority
of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any materials we file with the SEC at the following location of the SEC:
Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549
You may obtain information about the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains reports, proxy and information
statements and other information that we electronically file with the SEC, which you can access over the Internet at http://www.sec.gov.
We maintain a Web site at https://cohenandcompany.com/ with information about our Company. Information contained on our Web site
or any other Web site is not incorporated into this prospectus and does not constitute a part of this prospectus. Our Web site
address referenced above is intended to be an inactive textual reference only and not an active hyperlink to our Web site.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The SEC allows us to “incorporate by reference”
into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring
you to those documents. Any information referenced this way is considered to be part of this prospectus, and any information that
we file later with the SEC will automatically update and, where applicable, supersede this information. We incorporate by reference
the following documents that we have filed with the SEC (other than, in each case, documents or information deemed to have been
furnished and not filed in accordance with the SEC’s rules):
(a) The Company’s annual report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 6, 2020, and Amendment No. 1 thereto on Form 10-K/A filed with the SEC on May 7, 2020;
(b) The Company’s quarterly reports on Form 10-Q
for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, filed with the SEC on May 8,
2020 , August 7,
2020 and November 6, 2020, respectively;
(c) The Company’s current reports on Form 8-K
and 8-K/A filed with the SEC on March 10,
2020, April 7,
2020, May 7,
2020, May 22,
2020, June 19,
2020, July 1,
2020 (two
filing), August 31,
2020, September 11,
2020, September 29,
2020, October 15,
2020 , October 15,
2020, and October 30, 2020
(d) The description of the Company’s common stock contained in its registration
statement on Form 8-A filed with the SEC on December 16, 2009 and Amendment No. 1 thereto on Form 8-A/A filed with the SEC on January 1, 2011; and
(e) The description of the Company’s preferred stock
purchase rights set forth in its registration statements on Form 8-A filed with the SEC on March 10, 2020, including
any amendments or reports filed for the purpose of updating such description.
We also incorporate by reference any future filings we make
with the SEC (other than information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or as otherwise permitted by
the SEC’s rules) under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until
we have sold all of the securities to which this prospectus relates or the offering is otherwise terminated.
This prospectus is part of a registration statement we have
filed with the SEC on Form S-3 relating to the securities. As permitted by SEC rules, this prospectus does not contain all
of the information included in the registration statement and the accompanying exhibits and schedules we file with the SEC. We
have filed or incorporated by reference certain legal documents that control the terms of the securities offered by this prospectus
as exhibits to the registration statement. We may file certain other legal documents that control the terms of the securities offered
by this prospectus as exhibits to reports we file with the SEC. You may refer to the registration statement and the exhibits and
schedules for more information about us and our securities. The registration statement and exhibits and schedules are also available
at the SEC’s Public Reference Room or through its Web site.
We will provide to each person, including any beneficial owner,
to whom a prospectus is delivered, upon written or oral request, without charge a copy of any or all of the documents that are
incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically
incorporated by reference into such documents. Anyone, including a beneficial owner, to whom a prospectus is delivered, may request
a copy of all documents that are incorporated by reference in this prospectus by writing or telephoning us at the following address
and number:
Cohen & Company Inc.
Investor Relations
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania 19104
(215) 701-8952
Exhibits to the filings will not be sent, however, unless those
exhibits have specifically been incorporated by reference.
COHEN & COMPANY INC.
Up to $75,000,000
Shares
of Common Stock
PROSPECTUS SUPPLEMENT
Northland Capital Markets
November 30, 2020
Cohen & (AMEX:COHN)
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