Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
Date of Report (Date of earliest event reported): May 7,
COHEN & COMPANY INC.
(Exact name of registrant as specified in its charter)
|(State or other
2929 Arch Street, Suite 1703
of principal executive offices)
Registrant’s telephone number, including area code: (215)
(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):
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
Stock, par value $0.01 per share
NYSE American Stock Exchange
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).
growth company ¨
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. ¨
into a Material Definitive Agreement.
On May 4, 2020, Cohen & Company, LLC (the “Operating LLC”), a
Delaware limited liability company and a subsidiary of Cohen &
Company Inc., a Maryland corporation, executed a U.S. Small
Business Association Note (the “PPP Note”), evidencing an unsecured
loan in the amount of $2,165,600 under the Paycheck Protection
Program (the “PPP Loan”). The Paycheck Protection Program (the
“PPP”) was established under the Coronavirus Aid, Relief, and
Economic Security Act (the “CARES Act”) and is administered by the
U.S. Small Business Administration (“SBA”). The PPP Loan was made
through Fifth Third Bank, National Association (the “Lender”). The
PPP Loan was funded on May 5, 2020.
The PPP Loan has a two-year term and bears interest at a rate of
1.00% per annum. Monthly principal and interest payments are
deferred for six months. Beginning seven months from the date of
the first disbursement of the PPP Loan, the Operating LLC is
required to make monthly payments of principal and interest to the
Lender. The PPP Loan may be prepaid at any time prior to maturity
with no prepayment penalties. The PPP Note matures on May 1,
The PPP Note contains customary events of default relating to,
among other things, payment defaults, making materially false and
misleading representations to the SBA or the Lender, or breaching
the terms of the PPP Loan documents. Upon an event of default the
Lender may require immediate payment of all amounts owing under the
PPP Note, collect all amounts owing from the Operating LLC, or file
suit and obtain judgment.
Under the terms of the CARES Act, PPP loan recipients can
apply for and be granted forgiveness for all or a portion of loan
granted under the PPP. Such forgiveness will be determined,
subject to limitations, based on the use of loan proceeds for
payment of payroll costs and any payments of mortgage interest,
rent, and utilities. However, no assurance is provided that
forgiveness for any portion of the PPP Loan will be obtained.
The foregoing description of the PPP Note does not purport to be
complete and is qualified in its entirety by reference to the full
text of the PPP Note, which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.
Statements and Exhibits.
Filed electronically herewith.
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
& COMPANY INC.
|Date: May 7, 2020
||/s/ Joseph W.
W. Pooler, Jr.
Vice President, Chief Financial Officer and Treasurer
Cohen & (AMEX:COHN)
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