UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1)	Includes 64,113 shares of the common stock, par value $0.01 per share (“Common Stock”), of Cohen & Company Inc., a Maryland corporation (the “Issuer”), held directly by Daniel G. Cohen (the “Reporting Person”).
(2)	Includes 498,355 shares of Common Stock into which the 4,983,557 membership units in Cohen & Company, LLC (formerly IFMI, LLC), a majority owned subsidiary of the Issuer, which the Reporting Person owns through Cohen Bros. Financial, LLC, a Delaware limited liability company of which the Reporting Person is the sole member, may be redeemed.
(3)	Includes 80,000 shares of Common Stock held by EBC 2013 Family Trust (“EBC”), of which the Reporting Person may be deemed to be a beneficial owner as a result of his position as a trustee of EBC and because the Reporting Person has sole voting power with respect to all shares held by EBC.  Also includes 200,000 shares of Common Stock into which a convertible promissory note issued by the Issuer to EBC on September 25, 2013 in the aggregate principal amount of $2,400,000 (the “Note”) may be converted in the event that all of the interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. Does not include the additional 20,567 shares of Common Stock into which the Note may be converted in the event that none of the remaining interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. While the Reporting Person has sole voting power with respect to all shares of the Issuer held by EBC, decisions with respect to the disposition of such shares are made by a majority of the trustees of EBC.

 

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CUSIP No. 19249M 102

SCHEDULE 13D

 

This Amendment No. 8 to Schedule 13D is filed to amend Items 4, 5, 6 and 7 of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2011, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on January 17, 2013, Amendment No. 2 to Schedule 13D filed with the SEC on May 14, 2013, Amendment No. 3 to Schedule 13D filed with the SEC on September 30, 2013, Amendment No. 4 to Schedule 13D filed with the SEC on November 21, 2014, Amendment No. 5 to Schedule 13D filed with the SEC on October 27, 2015, Amendment No. 6 to Schedule 13D filed with the SEC on December 20, 2017 and Amendment No. 7 to Schedule 13D filed with the SEC on February 23, 2018 (as so amended, the “Schedule 13D”).  Except as set forth herein, the Schedule 13D is unmodified.

 

Item 4.         Purpose of the Transaction.

 

Item 4 of this Schedule 13D is hereby supplemented as follows:

 

On September 25, 2018 (the “Effective Date”), Cohen & Company Inc., a Maryland corporation (the “Issuer”), entered into that certain Amendment No. 1 to Convertible Senior Promissory Note (the “EBC Amendment”) with the EBC 2013 Family Trust (“EBC”), pursuant to which the Convertible Senior Promissory Note (the “Note”) issued by the Issuer to EBC on September 25, 2013 in the aggregate principal amount of $2,400,000 was amended.

 

Daniel G. Cohen (the “Reporting Person”), the President and Chief Executive of the Issuer’s European operations and Chairman of the Issuer’s board of directors, may be deemed to be the beneficial owner of the shares of the Issuer’s common stock, par value $0.01 per share (“Common Stock”), held by EBC as a result of his position as a trustee of EBC and because the Reporting Person has sole voting power with respect to all shares held by EBC.  While the Reporting Person has sole voting power with respect to all shares of the Issuer held by EBC, decisions with respect to the disposition of such shares are made by a majority of the trustees of EBC.

 

Pursuant to the EBC Amendment, (i) the maturity date of the Note was extended from September 25, 2018 to September 25, 2019; and (ii) the conversion price under the Note was reduced from $30.00 per share of Common Stock to $12.00 per share of Common Stock.

 

The EBC Amendments amended the Note to provide that, until the Issuer’s stockholders approve the issuance of the shares of Common Stock issuable upon conversion of the Note for purposes of Section 713 of the NYSE American’s Company Guide, the Note may not be converted if such conversion would result in the Issuer issuing a number of shares of Common Stock that, when aggregated with any shares of Common Stock previously issued in connection with any conversion under the Note, equals or exceeds, in the aggregate, 7.07% of the outstanding Common Stock as of the Effective Date.

 

In addition, the EBC Amendment amended the Note to provide that (i) the Issuer is required to cause its stockholders to vote on a proposal (the “Stockholder Proposal”) regarding the issuance of the shares of Common Stock issuable upon conversion of the Note for purposes of Section 713 of the NYSE American’s Company Guide at the 2019 annual meeting of the Issuer’s stockholders; (ii) the Issuer is required use its reasonable best efforts to solicit proxies

 

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CUSIP No. 19249M 102

SCHEDULE 13D

 

for such stockholder approval; and (iii) the Issuer’s Board of Directors is required to recommend to the Issuer’s stockholders that such stockholders approve the Stockholder Proposal.

 

The foregoing description of the EBC Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the EBC Amendment, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference.

 

Item 5.         Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)-(b) The percentages used in the table below and elsewhere herein are based on the following: (a) 1,222,060 shares of Common Stock outstanding as of September 25, 2018 (as provided by the Issuer), plus (b) 498,355 shares of Common Stock into which the 4,983,557 membership units in Cohen & Company, LLC (formerly IFMI, LLC), a majority owned subsidiary of the Issuer (the “Operating Company”), which the Reporting Person owns through Cohen Bros. Financial, LLC, a Delaware limited liability company of which the Reporting Person is the sole member (“CBF”), may be redeemed; plus (c) 200,000 shares of Common Stock into which the Note may be converted in the event that all of the interest thereunder is paid to the holder thereof in cash.

 

Number of Shares of Common Stock with Sole Voting Power		Number of Shares of Common Stock with Shared Voting Power Dispositive Power		Number of Shares of Common Stock with Sole Dispositive Power		Number of Shares of Common Stock with Shared Dispositive Power		Aggregate Number of Shares of Common Stock Beneficially Owned		Percentage of Class Beneficially Owned
842,468	(1)(2)(3)	0		562,468	(1)(2)	280,000	(3)	842,468	(1)(2)(3)	43.87	%

 

(1)         Includes 64,113 shares of Common Stock held directly by the Reporting Person.

(2)         Includes 498,355 shares of Common Stock into which the 4,983,557 units of membership interest in the Operating Company owned by CBF may be redeemed.

(3)         Includes 80,000 shares of Common Stock held by EBC, of which the Reporting Person may be deemed to be a beneficial owner as a result of his position as a trustee of EBC and because the Reporting Person has sole voting power with respect to all shares held by EBC.  Also includes 200,000 shares of Common Stock into which the Note may be converted in the event that all of the interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. Does not include the additional 20,567 shares of Common Stock into which the Note may be converted in the event that none of the remaining interest thereunder is paid to the holder thereof in cash, of which the Reporting Person may be deemed to be a beneficial owner. While the Reporting Person has sole voting power with respect to all shares of the Issuer held by EBC, decisions with respect to the disposition of such shares are made by a majority of the trustees of EBC.

 

(c) Except as set forth in Item 4 above, there have been no transactions by the Reporting Person in shares of Common Stock during the last 60 days.

 

(d) EBC has the right to receive dividends from, and the proceeds from the sale of, all shares of Common Stock owned by EBC.  The Reporting Person, Mr. Raphael Licht and Mr. Jeffrey D. Blomstrom, as the trustees of EBC, have the power to direct the receipt of dividends from, and the proceeds from the sale of such shares.

 

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CUSIP No. 19249M 102

SCHEDULE 13D

 

(e) Not applicable.

 

Item 6.         Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of this Schedule 13D is hereby supplemented by the information set forth in Items 4 and 5 above, which information is incorporated by reference herein.

 

Item 7.         Material to be Filed as Exhibits.

 

Item 7 of this Schedule 13D is hereby supplemented as follows:

 

Exhibit Number		Description
1		Amendment No. 1 to Convertible Senior Promissory Note, dated September 25, 2018, by and between Cohen & Company Inc. and the EBC 2013 Family Trust.

 

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SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: September 26, 2018
	By:	/s/ Daniel G. Cohen
	Name:	Daniel G. Cohen

 

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Exhibit 1

 

AMENDMENT NO. 1 TO CONVERTIBLE SENIOR PROMISSORY NOTE

 

THIS AMENDMENT NO. 1 TO CONVERTIBLE SENIOR PROMISSORY NOTE (this “Amendment”), dated as of the 25th day of September, 2018 (the “Effective Date”), is entered into by and between Cohen & Company Inc. (formerly Institutional Financial Markets, Inc.), a Maryland corporation (the “Company”), and the EBC 2013 Family Trust (the “Noteholder”).  Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to such terms in the Note (as defined below).

 

RECITALS:

 

WHEREAS, on September 25, 2013, the Company issued to the Noteholder that certain Convertible Senior Promissory Note in the aggregate principal amount of $2,400,000 (the “Note”); and

 

WHEREAS, in accordance with Section 8(d) of the Note, the Company and the Noteholder desire to amend the Note to, among other things, (i) extend the Maturity Date from September 25, 2018 to September 25, 2019; and (ii) decrease the Conversion Price from $30.00 per share of Common Stock (after accounting for the adjustment to the Conversion Price as a result of the 1-for-10 reverse stock split of the Common Stock effectuated by the Company on December 16, 2009) to $12.00 per share of Common Stock, in each case, pursuant to the terms and conditions of this Amendment.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

 

1.                                      Amendment to Section 1(a) of the Note.  Effective as of the Effective Date, Section 1(a) of the Note is hereby deleted in its entirety and replaced with the following language:

 

“(a)                           Maturity.  The Outstanding Amount shall be due and payable in full on September 25, 2019 (the “Maturity Date”), unless this Note shall have been earlier converted in accordance with Section 2.”

 

2.                                      Amendment to Section 1(b) of the Note.  Effective as of the Effective Date, the first sentence of Section 1(b) of the Note is hereby amended to delete the reference therein to “Two Cents ($0.02) per share” and replace such deleted language with “Twenty Cents ($0.20) per share”.

 

3.                                      Amendments to Section 2 of the Note.  Effective as of the Effective Date:

 

a.              The first sentence of Section 2 of the Note is hereby amended to delete the reference therein to “$3.00” and replace such deleted language with “$12.00”; and

 

b.              The following language shall be added to the end of Section 2 of the Note:

 

 

“Notwithstanding the foregoing or anything to the contrary herein (including anything in this Section 2 or Section 3), until the Company’s stockholders approve the Stockholder Proposal (as defined below), the Holder shall not be permitted to convert any portion of this Note in accordance with this Section 2 or Section 3 if such conversion would result in the Parent issuing a number of shares of Common Stock that, when aggregated with any shares of Common Stock previously issued to the Holder in connection with any Conversion hereunder, equals or exceeds 7.07% of the outstanding Common Stock as of September 25, 2018.”

 

4.                                      Amendment to Section 4 of the Note.  Effective as of the Effective Date, the following language shall be added to the end of Section 4 of the Note:

 

“In addition to the covenants above, the Company hereby covenants as follows:

 

(1)                                 Prior to any issuance of shares of Common Stock upon a Conversion of this Note, the Company shall prepare and file with the NYSE American any Additional Listing Application required in connection with the shares of Common Stock that may be issued upon Conversion of this Note.

 

(2)                                 At the 2019 annual meeting of the Company’s stockholders (the “2019 Annual Meeting of Stockholders”), the Company shall cause its stockholders to vote on, among other things, a proposal (the “Stockholder Proposal”) regarding the issuance of the shares of Common Stock issuable upon Conversion of this Note for purposes of Section 713 of the NYSE American’s Company Guide, as applicable.  The Board of Directors shall recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposal, and shall not modify or withdraw such resolution.  In connection with the 2019 Annual Meeting of Stockholders, the Company shall promptly prepare and file with the Securities and Exchange Commission (the “SEC”) a Definitive Proxy Statement on Schedule 14A pursuant to Section 14(a) of the Exchange Act (the “Company Proxy Statement”), use its reasonable best efforts to solicit proxies for such stockholder approval and to respond to any comments of the SEC or its staff and mail a definitive proxy statement related the 2019 Annual Meeting of Stockholders to the Company’s stockholders promptly after clearance by the SEC.  If at any time prior to the 2019 Annual Meeting of Stockholders there shall occur any event that is required to be set forth in an amendment or supplement to the Company Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement.  The Company shall promptly correct any information provided by

 

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it or on its behalf for use in the Company Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall promptly prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable Laws.  The Board of Directors’ recommendation described in this Section 4 shall be included in the Company Proxy Statement.”

 

5.                                      No Other Changes.  Except as expressly amended by this Amendment, all of the terms and conditions of the Note shall continue in full force and effect and shall be unaffected by this Amendment.

 

6.                                      Amendment. This Amendment may not be amended or modified except by a written agreement executed by the Company and the Noteholder.

 

7.                                      Governing Law.  THIS AMENDMENT 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.

 

8.                                      Headings.  The sections and other headings contained in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.

 

9.                                      Binding Effect.  This Amendment shall be binding upon and inure to the benefit of the Company and the Noteholder and their respective heirs, successors and permitted assigns.

 

10.                               Counterparts.  This Amendment 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

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to Convertible Senior Promissory Note as of the date first written above.

 

	COMPANY:
	COHEN & COMPANY INC.
	By:	/s/ Joseph W. Pooler, Jr.
	Name:	Joseph W. Pooler, Jr.
	Title:	Executive Vice President, Chief Financial Officer and Treasurer
	NOTEHOLDER:
	EBC 2013 FAMILY TRUST
	By:	/s/ Daniel G. Cohen
	Name:	Daniel G. Cohen
	Title:	Trustee
	By:	/s/ Raphael Licht
	Name:	Raphael Licht
	Title:	Trustee
	By:	/s/ Jeffrey D. Blomstrom
	Name:	Jeffrey D. Blomstrom
	Title:	Trustee