Current Report Filing (8-k)
May 07 2020 - 4:55PM
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): May 7, 2020
COHEN & COMPANY INC.
(Exact name of registrant as specified
in its charter)
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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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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:
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 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, 2022.
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.
Item 2.03.
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Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information provided in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 2.03.
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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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COHEN & COMPANY INC.
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Date: May 7, 2020
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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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