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 19, 2018
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, 17th Floor
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 o
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. o
Item 8.01 Other Events.
On March 19, 2018, Cohen & Company, LLC (formerly IFMI, LLC) (the “Operating LLC”), a Delaware limited liability company and a majority owned subsidiary of Cohen & Company Inc., a Maryland corporation (the “Company”), entered into a letter agreement (the “Agreement”) with Sandler O’Neill & Partners, L.P. (“Agent”). Pursuant to the Agreement, Agent has agreed to use its commercially reasonable efforts to purchase, on the Operating LLC’s behalf, up to $2 million of the shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), on any day that the NYSE American is open for business. Purchases made under the Agreement will commence on March 19, 2018 and will end no later than March 19, 2019. Pursuant to the Agreement, purchases of Common Stock may be made in public and private transactions and must comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Agreement is designed to comply with Rule 10(b)5-1 under the Exchange Act.
The Agreement was entered into in connection with the Company’s existing repurchase plan, as previously disclosed in the Company’s periodic reports from time to time, which permits the Company to repurchase shares of Common Stock from time to time in open market purchases or privately negotiated transactions.
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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.
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| COHEN & COMPANY INC. |
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Date: March 20, 2018 | By: | /s/ Joseph W. Pooler, Jr. |
| | Name: | Joseph W. Pooler, Jr. |
| | Title: | Executive Vice President, Chief Financial Officer and Treasurer |
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