Current Report Filing (8-k)
March 12 2021 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 10, 2021
COHEN & COMPANY INC.
(Exact name of registrant as specified in
its charter)
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Maryland
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1-32026
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16-1685692
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania
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19104
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (215) 701-9555
Not Applicable
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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COHN
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The NYSE American Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
1.01
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Entry into a Material Definitive Agreement
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On
March 10, 2021, Cohen & Company Inc., a Maryland corporation (the “Company”), entered into a revised indemnification
agreement (each, an “Indemnification Agreement”) with each of its current directors, Daniel G. Cohen, G. Steven Dawson,
Jack J. DiMaio, Jr., Jack Haraburda and Diana Louise Liberto, and Lester R. Brafman, the Company’s Chief Executive
Officer, Joseph W. Pooler, Jr., the Company’s Chief Financial Officer, and certain other officers and key employees of the
Company. The Indemnification Agreements supersede the previous indemnification agreements between such parties.
Each Indemnification Agreement provides for indemnification and advancements by the Company of certain expenses and costs relating
to claims, suits or proceedings arising from the service of such directors and executive officers to the Company and
certain other entities, including sponsors of special purpose acquisition companies in which we invest, to the maximum extent
permitted by applicable law.
The foregoing description of the Indemnification Agreements
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Indemnification Agreements,
the form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
* Filed electronically herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 12, 2021
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By:
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/s/ Joseph W. Pooler, Jr.
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Name:
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Joseph W. Pooler, Jr.
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Title:
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Executive Vice President, Chief Financial Officer and
Treasurer
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