SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 13, 2022
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ENTERPRISE DIVERSIFIED, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada | 000-27763 | 88-0397234 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
1806 Summit Avenue, Suite 300 | ||||
Richmond, VA | 23230 | |||
(Address of principal executive offices) | (Zip Code) |
(434) 336-7737
(Registrant’s telephone number, including area code)
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:
☒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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | Not applicable | Not applicable |
Item 1.01. Entry into a Material Definitive Agreement
Agreement and Plan of Merger
As previously disclosed, on December 29, 2021, Enterprise Diversified, Inc., a Nevada corporation (“Enterprise Diversified” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ENDI Corp., a Delaware corporation (“ENDI”), Zelda Merger Sub 1, Inc., a Delaware corporation (“First Merger Sub”), Zelda Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub”), CrossingBridge Advisors, LLC, a Delaware limited liability company (“CrossingBridge”), and Cohanzick Management, L.L.C., a Delaware limited liability company (“Cohanzick” and, together with the Company, ENDI, First Merger Sub, Second Merger Sub and CrossingBridge, the “Parties”).
On June 3, 2022, the Parties entered into an amendment (the “First Amendment”) to the Merger Agreement.
On July 13, 2022, the Parties entered into another amendment (the “Second Amendment”) to the Merger Agreement (the Merger Agreement, together with the First Amendment and the Second Amendment, the “Amended Merger Agreement”).
The Second Amendment amends the definition of the “Outside Date” defined in Section 9.1(b) of the First Amendment to the Merger Agreement, from July 15, 2022 to August 31, 2022.
Other than as expressly modified pursuant to the Second Amendment, the Amended Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Enterprise Diversified Inc. with the Securities and Exchange Commission on June 3, 2022, remains in full force and effect as originally executed on December 29, 2021. The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by the full text of the Second Amendment attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Index
Exhibit No. | Exhibit Description |
2.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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: July 14, 2022 | ENTERPRISE DIVERSIFIED, INC. | |||
By: /s/ Steven L. Kiel | ||||
Steven L. Kiel | ||||
Executive Chairman |
