false
0001270436
0001270436
2025-07-09
2025-07-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
| Registrant Name |
Cohen
& Co Inc. |
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):
July 9, 2025
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. ¨
As previously disclosed, on March 13, 2025, Cohen &
Company Financial Management, LLC (formerly known as Cohen Bros. Financial Management, LLC) (“Seller”), a Delaware limited
liability company and an investment advisor subsidiary of Cohen & Company Inc., a Maryland corporation, entered into a Master
Transaction Agreement (the “MTA”), by and between Seller and HCMC III, LLC, a Delaware limited liability company, as buyer
(“Buyer”). Buyer is an affiliate of Hildene Capital Management, LLC (“Hildene”), an SEC-registered investment
adviser based in Stamford, Connecticut. Hildene has been investing in collateralized debt obligations (CDOs) backed by trust preferred
securities (TruPS) since the 2007-08 financial crisis, and has extensive experience with monitoring banks and insurance companies.
Pursuant to the MTA, Seller agreed to sell, assign, transfer
and convey to Buyer all of Seller’s rights and obligations in and under the Collateral Management Agreements and Collateral Administration
Agreements (collectively, the “CDO Agreements”) for (i) Alesco Preferred Funding III, Ltd., (ii) Alesco Preferred Funding
IV, Ltd., (iii) Alesco Preferred Funding V, Ltd., (iv) Alesco Preferred Funding VI, Ltd. and (v) Alesco Preferred Funding VIII, Ltd. (each
an “Issuer”) and all books and records with respect to each Issuer.
The MTA contemplated multiple closings following the date
of the MTA (each a “Closing”), with each Closing to occur following the satisfaction of the conditions to Closing for the
assignment of each CDO Agreement pursuant to the MTA.
On July 9, 2025, in accordance with the terms and conditions
of the MTA, Seller and Buyer consummated the Closings of the sale, assignment, transfer and conveyance to Buyer all of Seller’s
rights and obligations in and under the CDO Agreements for, and all books and records with respect to, Alesco Preferred Funding V, Ltd.
and Alesco Preferred Funding VIII, Ltd. for an aggregate purchase price of $837,447 after required purchase price reductions set forth
in the MTA.
The foregoing description of the MTA does not purport to
be complete and is qualified in its entirety by reference to the full text of the MTA, a copy of which is attached as Exhibit 10.1 to
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the United States Securities
and Exchange Commission on May 2, 2025, and is incorporated herein by reference.
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: July 9, 2025 |
By: |
|
/s/ Joseph W. Pooler, Jr. |
| |
|
Name: |
Joseph W. Pooler, Jr. |
| |
|
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
