8-K 1 tm219349d1_8k.htm FORM 8-K

 

 

 

 

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)

 

 

 

         
Maryland   1-32026   16-1685692

(State or other jurisdiction

of incorporation)

 

 

(Commission

File Number)

 

 

(IRS Employer

Identification No.)

 

 

         

Cira Centre

2929 Arch Street, Suite 1703

Philadelphia, Pennsylvania

  19104
(Address of principal executive offices)   (Zip Code)

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

           
Title of each class     Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share     COHN   The 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).

 

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 Entry into a Material Definitive Agreement

 

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 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number  
  Description
10.1*   Form of Indemnification Agreement by and between Cohen & Company Inc. and each of its directors and officers.

 

 

* Filed electronically herewith.

 

2 

 

 

 

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.

 

  COHEN & COMPANY INC.

 

Date: March 12, 2021 By:   /s/ Joseph W. Pooler, Jr.
    Name: Joseph W. Pooler, Jr.
    Title: Executive Vice President, Chief Financial Officer and Treasurer