Cohen & Company将关联方高级本票展期并追加至500万美元

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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):
August 31, 2026
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.
As previously reported, on September
23, 2024 and effective September 1, 2024 (the “Effective Date”), Cohen & Company, LLC (the “Operating LLC”),
a Delaware limited liability company and a subsidiary of Cohen & Company Inc., a Maryland corporation (the “Company”),
issued to JKD Capital Partners I LTD (the “Investor”) a Senior Promissory Note (the “Original Note”) in the aggregate
principal amount of $5,145,926.67. The Investor is owned by Jack J. DiMaio, Jr., who is a member of the Company’s Board of Directors,
and his spouse.
Pursuant to the Original Note, half
of the principal amount was paid by the Operating LLC to the Investor on August 31, 2025, and the remaining half of the principal amount
and all accrued but unpaid interest under the Original Note was due and payable on August 31, 2026. As of August 31, 2026, the amount
of principal and interest payable by the Operating LLC to the Investor under the Original Note was $2,625,409.50 (the “Unpaid Original
Investment Amount”).
On August 31, 2026, (i) the Investor
paid to the Operating LLC $2,374,590.50 (the “Additional Note Amount”) as an additional principal amount to be added to the
Amended and Restated Note (as defined below), and (ii) the Operating LLC issued to the Investor that certain Amended and Restated Senior
Promissory Note (the “Amended and Restated Note”) in the aggregate principal amount of $5,000,000 (which amount represents
the Unpaid Original Investment Amount plus the Additional Note Amount). The Amended and Restated Note amended and restated the Original
Note in its entirety.
The principal amount and all accrued
but unpaid interest under the Amended and Restated Note is due and payable on August 31, 2027. The Amended and Restated Note accrues interest
on the unpaid principal amount from the August 31, 2026 until maturity at a rate equal to 10% per year. Interest on the Amended and Restated
Note is payable in cash quarterly on each November 30, February 28, May 31 and August 31, commencing on November 30, 2026. Under the Amended
and Restated Note, upon the occurrence or existence of any “Event of Default” thereunder, the outstanding principal amount
is (or in certain instances, at the option of the holder thereof, may be) immediately accelerated. Further, upon the occurrence of any
“Event of Default” under the Amended and Restated Note and for so long as such Event of Default continues, all principal,
interest and other amounts payable under the Amended and Restated Note will bear interest at a rate equal to 11% per year.
The Amended and Restated Note may not
be prepaid in whole or in part prior to January 31, 2027. The Amended and Restated Note may, with at least 31 days’ prior written
notice from the Operating LLC to the holder thereof, be prepaid in whole or in part at any time following January 31, 2027 without the
prior written consent of the holder and without penalty or premium.
The Amended and Restated Note and the
payment of all principal, interest and any other amounts payable thereunder are senior obligations of the Operating LLC and will be senior
to any Indebtedness (as defined in the Amended and Restated Note) of the Operating LLC outstanding as of and issued following September
1, 2024. Pursuant to the Amended and Restated Note, following August 31, 2026, the Operating LLC may not incur any Indebtedness that is
a senior obligation to the Amended and Restated Note.
The foregoing description of the Amended
and Restated Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated
Note, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 1.02
Termination of a Material Definitive Agreement.
See Item 1.01 above for information
concerning the amendment and restatement of the Original Note, which information is incorporated by reference in response to this Item
1.02.
Item
9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
10.1*
Amended and Restated Senior Promissory Note, dated August 31, 2026.
104
Cover Page Interactive Data File (Embedded within the inline XBRL document.)
* 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.
COHEN & COMPANY INC.
Date: August 31, 2026
By:
/s/ Joseph W. Pooler, Jr.
Name:
Joseph W. Pooler, Jr.
Title:
Executive Vice President, Chief Financial Officer and Treasurer

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EX-10.1
2
tm2624009d1_ex10-1.htm
EXHIBIT 10.1
Exhibit 10.1
THIS AMENDED AND RESTATED
SENIOR PROMISSORY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. BY ACQUIRING THIS AMENDED AND RESTATED SENIOR PROMISSORY
NOTE, THE HOLDER REPRESENTS THAT THE HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE WITHOUT
REGISTRATION OR EXEMPTION THEREFROM.
AMENDED AND RESTATED SENIOR PROMISSORY NOTE
$5,000,000.00
August 31, 2026
For value received Cohen & Company, LLC, a Delaware limited
liability company (together with its successors and assigns, the “
Company
”), promises to pay to JKD Capital Partners I LTD,
a New York corporation (the “
Holder
”), the principal amount of $5,000,000.00, together with all accrued and unpaid
interest thereon. This Amended and Restated Senior Promissory Note (this “
Note
”) amends and restates in its entirety
that certain Senior Promissory Note dated September 1, 2024 (the “
Original Note
”) issued by the Company to the
Holder in the original principal amount of $5,145,926.67 pursuant to the Redemption Agreement, dated as of September 23, 2024 and
effective September 1, 2024. This Note is in the aggregate principal amount of $5,000,000.00, which amount represents the unpaid
principal and interest under the Original Note of $2,625,409.50, plus an additional principal amount of $2,374,590.50 paid by the Investor
to the Company on the date hereof.
This Note is subject to the following terms and conditions:
1.
Defined
Terms
. The following terms used in this Note shall have the following meanings:
(a)
“
Affiliate
”
means, with respect to a Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such
Person at any time during the period for which the determination of affiliation is being made. For purposes of this definition,
the terms “control,” “controlling,” “controlled” and words of similar import, when used in this context,
mean, with respect to any Person, the possession, directly or indirectly, of the power to direct, or cause the direction of, management
policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
(b)
“
Assets
”
means all of the properties and assets of the Company or of any subsidiary of the Company, whether real, personal or mixed, tangible
or intangible, wherever located, whether now owned or hereafter acquired.
(c)
“
CCS
Loan Facility
” means the Third Amended and Restated Loan Agreement, dated June 9, 2023, by and between Byline Bank, as
lender, and Cohen & Company Securities, LLC (formerly J.V.B. Financial Group, LLC), as borrower, as the same may be amended
and/or restated from time to time, and any successor agreement(s) thereto.
(d)
“
Change
in Control
” shall mean any one of the following events: (i) any Person or group (other than the Holder, Daniel G. Cohen,
any member of Daniel G. Cohen’s immediate family, the DGC Family Fintech Trust, Cohen Bros. Financial, LLC, Lester R. Brafman and
any controlled Affiliates of the foregoing) is or becomes a beneficial owner, directly or indirectly, of more than 50% of the aggregate
voting power represented by all issued and outstanding units of membership interests of the Company or the outstanding capital stock
of Parent, or (ii) the members of the Company approve a plan of liquidation or dissolution of the Company or Parent or a sale of
all or substantially all of the Company’s or Parent’s assets.
(e)
“
Encumbrance
”
means any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant, reservation, conditional sale, prior
assignment, or any other encumbrance, claim, burden or charge of any nature whatsoever.
(f)
“
Governmental
Authority
” means any foreign, federal, state or local government, or any political subdivision thereof, or any court, agency
or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial, regulatory
or administrative function of government.
(g)
“
Indebtedness
”
means, with respect to a specified Person: (a) all indebtedness of such Person for borrowed money; (b) all obligations of such
Person for the deferred purchase price of property or services (other than current accounts payable and accrued expenses incurred in
the ordinary course of business irrespective of when paid); (c) all obligations of such Person evidenced by bonds, debentures, notes,
loan agreements, credit agreements or other similar instruments; (d) all obligations and liabilities of such Person created or arising
under any conditional sales or other title retention agreements with respect to property used and/or acquired by such Person; (e) all
capitalized lease obligations of such Person; (f) all aggregate mark-to-market exposure of such Person under hedging agreements;
(g) all obligations in respect of letters of credit (whether drawn or supporting obligations that constitute Indebtedness) and bankers’
acceptances; (h) all obligations referred to in clauses (a) through (g) of this definition of another Person guaranteed
by the specified Person or secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) an Encumbrance upon property owned by the specified Person, whether or not the specified Person has assumed or become
liable for the payment of such Indebtedness; provided, however, that any amounts loaned under the CCS Loan Facility shall not be considered
Indebtedness of the Company for purposes hereof.
(h)
“
Judgment
”
means any order, ruling, writ, injunction, fine, citation, award, decree, or any other judgment of any nature whatsoever of any Governmental
Authority.
(i)
“
Parent
”
means Cohen & Company Inc., a Maryland corporation.
(j)
“
Person
”
means any individual, sole proprietorship, joint venture, partnership, company, corporation, association, cooperative, trust, estate,
Governmental Authority, or any other entity of any nature whatsoever.
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(k)
“
Proceeding
”
means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other proceeding
of any nature whatsoever.
(l)
“
Senior
”
means that, in the event of any default in the payment of the obligations represented by this Note or of any liquidation, insolvency,
bankruptcy, reorganization or similar proceedings relating to the Company, all amounts payable under this Note shall first be paid in
full before any payment is made upon any other Indebtedness incurred following September 1, 2024 (including any Indebtedness guaranteed
by the Company) or any subordinated or junior subordinated Indebtedness of the Company outstanding as of September 1, 2024, and,
in any such event, any payment or distribution of any character which shall be made in respect of any other Indebtedness of the Company
shall be paid to the Holder for application to the payment hereof, unless and until the obligations under this Note shall have been paid
and satisfied in full.
2.
Note
.
(a)
Maturity
.
The unpaid principal amount and all accrued but unpaid interest hereunder shall be due and payable on August 31, 2027 (the “
Maturity
Date
”).
(b)
Interest
.
Interest shall accrue from August 31, 2026 on the unpaid principal amount at a rate equal to ten percent (10%) per annum, computed
on the basis of the actual number of days elapsed and a year of 365 days from the date of this Note until the principal amount and all
interest accrued but unpaid thereon are paid. Interest shall be payable in cash quarterly on each November 30, February 28,
May 31 and August 31 (each, an “
Interest Payment Date
”) until the Maturity Date, commencing on November 30,
2026. Upon the occurrence of any Event of Default and after any applicable cure period as described in Section 6 and for so long
as such Event of Default continues, all principal, interest and other amounts payable under this Note shall bear interest at a rate equal
to eleven percent (11%) per annum (the “
Default Rate
”).
(c)
Prepayment
Without Consent
. This Note may not be prepaid in whole or in part at any time or from time to time prior to January 31, 2027.
This Note may, with at least thirty-one (31) days’ prior written notice from the Company to the Holder, be prepaid in whole or
in part at any time or from time to time following January 31, 2027 and until the Maturity Date without the prior written consent
of the Holder and without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the
date of prepayment.
3.
Covenants
of the Company
. The Company covenants to the Holder that, from the date hereof until all principal, interest and other amounts
payable under this Note have been paid in full, the Company shall, except as otherwise agreed in writing by the Holder:
(a)
punctually
pay the principal and interest payable on this Note, and any other amount due and payable under this Note in the manner specified in
this Note;
(b)
give
written notice promptly to the Holder of any condition or event that constitutes, or is reasonably expected to constitute, an Event of
Default;
3
(c)
not
avoid or seek to avoid the observance or performance of any of the terms of this Note through any reorganization, recapitalization, transfer
of assets or other voluntary action; and
(d)
not
create or incur any Encumbrance in or on its property or Assets, whether now owned or hereinafter acquired, or upon any income or revenues
or rights therefrom, except:
(i)
Encumbrances
existing on the date hereof and previously disclosed to the Holder;
(ii)
Encumbrances
for property taxes and assessments or other governmental charges or levies and liens that are not overdue for more than ninety (90) days;
or
(iii)
Encumbrances
of or resulting from any Judgment, the time for appeal or petition for rehearing of which shall not have expired or in respect of which
the Company shall in good faith be prosecuting an appeal or other Proceeding for a review and in respect of which a stay of execution
pending such appeal or Proceeding shall have been secured.
4.
Form of
Payment
. Except as otherwise set forth herein, all payments due hereunder shall be made in lawful money of the United States
of America to such account or accounts as may be designated in writing by the Holder from time to time. Payment shall be credited first
to the accrued interest then due and payable and the remainder applied to principal.
5.
Priorities
.
The indebtedness evidenced by this Note and the payment of all principal, interest and any other amounts payable hereunder is a senior
obligation of the Company and shall be Senior to any Indebtedness of the Company outstanding as of and incurred following September 1,
2024.
6.
Events
of Default
. An “
Event of Default
” shall be deemed to have occurred if:
(a)
subject
to the accrual of interest as provided in Section 2(b) hereof, the Company shall fail to pay as and when due any principal
or interest hereunder and such nonpayment shall continue uncured for a period of five (5) business days;
(b)
except
for an event described in Section 6(a), the Company fails to perform any covenant or agreement hereunder, and such failure continues
or is not cured within five (5) business days after written notice by the Holder to the Company;
(c)
the
Company or any significant subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) of the Company (each, a “
Significant
Subsidiary
”) (i) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself
or of all or a substantial part of its property, (ii) makes a general assignment for the benefit of itself or any of its creditors,
or (iii) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself
or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect;
4
(d)
proceedings
for the appointment of a receiver, trustee, liquidator or custodian of the Company or any Significant Subsidiary, or of all or a substantial
part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect
to the Company or any Significant Subsidiary, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter
in effect are commenced and an order for relief entered or such proceeding is not dismissed or discharged within ninety (90) days of
commencement;
(e)
there
is entered against the Company or any subsidiary of the Company a final Judgment for the payment of money in an aggregate amount exceeding
$300,000 and such Judgment shall remain unsatisfied or without a stay in respect thereof for a period of thirty (30) days;
(f)
the
Company or any subsidiary of the Company shall fail to pay when due any obligation, whether direct or contingent, for Indebtedness exceeding
$300,000, or shall breach or default with respect to any term of any loan agreement, mortgage, indenture or other agreement pursuant
to which such obligation for Indebtedness was created or securing such obligation if the effect of such breach or default is to cause,
or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause that Indebtedness
to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation,
as the case may be; or
(g)
a
Change in Control shall have occurred.
Upon the occurrence or existence of any Event of Default described
in Section 6(a), Section 6(b), Section 6(e), Section 6(f) or Section 6(g) and at any time thereafter
during the continuance of such Event of Default, the Holder may, by written notice to the Company, declare the entire unpaid principal
amount outstanding and all interest accrued and unpaid on this Note to be immediately due and payable without presentment, demand, protest
or any other notice or demand of any kind. Upon the occurrence or existence of any Event of Default described in Section 6(c) or
Section 6(d), immediately and without notice, the entire unpaid principal amount outstanding and all interest accrued and unpaid
on this Note shall automatically become immediately due and payable, without presentment, demand, protest or any other notice or demand
of any kind. Upon the occurrence of any Event of Default and after any applicable cure period as described herein and for so long as
such Event of Default continues, all principal, interest and other amounts payable under this Note shall bear interest at the Default
Rate. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Holder may exercise any other
right power or remedy granted to it by this Note or otherwise permitted to it by law, either by suit in equity or by action at law, or
both.
5
7.
No
Senior Indebtedness
. Following August 31, 2026, the Company shall not incur any Indebtedness that is a Senior obligation
to this Note.
8.
Miscellaneous.
(a)
This
Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed
and interpreted in accordance with the laws of the State of New York without regard to its conflicts of law principles or the conflicts
of law principles of any other state in either case that would result in the application of the laws of any other state.
(b)
All
notices of request, demand and other communications hereunder shall be addressed to the parties as follows:
If
to the Company:
Cohen & Company, LLC
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania 19104
Attn: Joseph W. Pooler, Jr.
Facsimile: (215) 701-8279
E-mail: jpooler@cohenandcompany.com
and to:
Cohen & Company Inc.
3 Columbus Circle, 24
th
Floor,
New York, New York 10019
Attn: Dennis Crilly
E-mail: dcrilly@cohenandcompany.com
With
a copy to:
Duane Morris LLP
30 South 17th Street
Philadelphia, Pennsylvania 19103
Attn: Darrick M. Mix
Facsimile: (215) 405-2906
Email: dmix@duanemorris.com
If
to Holder:
At the address
set forth on the books and records of the Company.
unless the address is changed by the party by like notice given to
the other parties. Notice shall be in writing and shall be deemed delivered: (i) if mailed by certified mail, return receipt requested,
postage prepaid and properly addressed to the address above, then three (3) business days after deposit of same in a regularly maintained
U.S. Mail receptacle; or (ii) if mailed by Federal Express (FedEx), the United Parcel Service (UPS), or another nationally recognized
overnight courier service, next business morning delivery, then one (1) business day after deposit of same in a regularly maintained
receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery thereof to the address indicated on or
prior to 5:00 p.m., New York City time, on a business day. Any notice hand delivered after 5:00 p.m. New York City time, shall be
deemed delivered on the following business day. Notwithstanding the foregoing, notices, consents, waivers or other communications referred
to in this Note may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when the
sending party has confirmed (by reply e-mail or some other form of written confirmation from the receiving party) that the notice has
been received by the other party.
6
(c)
In
the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the
interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against
the principal of this Note.
(d)
Amendments
to any provision of this Note may be made or compliance with any term, covenant, agreement, condition or provision set forth in this
Note may be waived (either generally or in a particular instance and either retroactively or prospectively) only upon written consent
of the Company and the Holder. Any amendment or waiver effected in accordance herewith shall apply to and be binding upon the Holder,
upon each future holder of this Note and upon the Company, whether or not this Note shall have been marked to indicate such amendment
or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent
thereon.
(e)
This
Note may not be assigned by any holder (except that the Holder shall be permitted to assign this Note to Holder’s controlled Affiliates)
without the prior written approval of the Company.
(f)
The
Company hereby waives diligence, presentment, protest and demand, notice of protest, notice of dishonor, notice of nonpayment and any
and all other notices and demands in connection with the delivery, acceptance, performance, default or enforcement of this Note. The
Company further waives, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defense to any
demand on this Note.
(g)
The
Company agrees to pay all reasonable costs and expenses actually incurred by the Holder in connection with an Event of Default, including
without limitation the fees and disbursements of counsel, advisors, consultants, examiners and appraisers for the Holder, in connection
with (i) any enforcement (whether through negotiations, legal process or otherwise) of this Note in connection with such Event of
Default, (ii) any workout or restructuring of this Note during the pendency of such Event of Default and (iii) any bankruptcy
case or proceeding of the Company or any appeal thereof.
(h)
The
section and other headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation
of this Note.
(i)
This
Note may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one
and the same instrument.
7
IN WITNESS WHEREOF, the Company has caused this
Amended and Restated Senior Promissory Note to be duly executed and delivered by its authorized officer, as of August 31, 2026.
COHEN & COMPANY, LLC
By:
/s/
Joseph W. Pooler
Name:
Joseph W. Pooler, Jr.
Title:
Executive Vice President, Chief Financial Officer
and Treasurer
JKD CAPITAL PARTNERS I LTD
By:
/s/
Jack J. DiMaio, Jr.
Name:
Jack J. DiMaio, Jr.
Title:
Authorized Person
[Signature Page to Amended
and Restated Senior Promissory Note]