UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
COHEN & COMPANY INC.
(Exact name of registrant as specified in its
charter)
Maryland |
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16-1685692 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania |
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19104-2870 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of each class
to be so
registered |
|
Name of each exchange on which
each class
is to be registered |
Preferred Stock Purchase Rights |
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NYSE AMERICAN |
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following
box. x
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e), check the following box. ¨
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement
file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of
the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be
Registered.
On January 2,
2024, Cohen & Company Inc., a Maryland corporation (the “Company”), entered into a Section 382 Rights
Agreement (the “Rights Agreement”) between the Company and Computershare Inc., as rights agent (the “Rights Agent”).
The Rights Agreement provides for a distribution of one preferred stock
purchase right (each, a “Right,” and collectively, the “Rights”) for each share of the Company’s common
stock, par value $0.01 per share (“Common Stock”), outstanding to stockholders of record at the close of business on January 16,
2024 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company a unit (a “Unit”)
consisting of one ten-thousandth of a share of the Company’s Series C Junior Participating Preferred Stock, par value $0.001
per share (the “Series C Preferred Stock”), at a purchase price of $100.00 per Unit (the “Purchase Price”),
subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement.
The Company’s Board of Directors (the “Board of Directors”)
adopted the Rights Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s
ability to use its net operating loss and net capital loss carry forwards (the “deferred tax assets”) to reduce potential
future federal income tax obligations. The Company has experienced substantial operating and capital losses, and under the Internal Revenue
Code of 1986, as amended (the “Code”), and rules promulgated by the Internal Revenue Service, the Company may “carry
forward” these losses in certain circumstances to offset any current and future earnings and thus reduce the Company’s federal
income tax liability, subject to certain requirements and restrictions. To the extent that the deferred tax assets do not otherwise become
limited, the Company believes that it will be able to carry forward a significant amount of deferred tax assets, and therefore these deferred
tax assets could be a substantial asset to the Company. However, if the Company experiences an “Ownership Change,” as such
term is defined in Section 382 of the Code, its ability to use the deferred tax assets will be substantially limited, and the
timing of the usage of the deferred tax assets could be substantially limited and/or delayed, which could therefore significantly impair
the value of those assets.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding or, in the case of uncertificated shares of Common Stock registered in book entry form (“Book
Entry Shares”) by notation in book entry (which certificates for Common Stock and Book Entry Shares shall be deemed also to be certificates
for Rights), and no separate Rights certificates will be distributed.
Subject to certain exceptions specified in the Rights Agreement, the
Rights will separate from the Common Stock and a “Distribution Date” will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or associated persons has become an “Acquiring Person”
(as defined below) (the “Stock Acquisition Date”) and (ii) 10 business days following the commencement of a tender
offer or exchange offer that would result in a person or group becoming an Acquiring Person. Pursuant to the Rights Agreement, an “Acquiring
Person” means any person or entity who or which, together with all affiliates and associates of such person or entity, is the beneficial
owner of 4.95% or more of the shares of Common Stock then outstanding, but does not include the Company or any “Exempted Person”
(as defined below). Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred
with and only with such Common Stock certificates, (ii) new Common Stock certificates after the Record Date will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding
will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.
Pursuant to
the Rights Agreement, an “Exempted Person” is any person or entity who, together with all affiliates and associates of such
person or entity, is or may become, as of January 2, 2024, the beneficial owner of Common Stock and/or other securities exercisable
for shares of Common Stock representing 4.95% or more of the shares of Common Stock outstanding as of January 2, 2024. However,
any such person or entity will no longer be deemed to be an Exempted Person and shall be deemed an Acquiring Person under the Rights Agreement
if such person or entity, together with all affiliates and associates of such person or entity, becomes the beneficial owner (and so long
as such person continues to be the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock) of additional shares
of Common Stock, except (x) pursuant to equity compensation awards granted to such person or entity by the Company or options or
warrants outstanding and beneficially owned by such person or entity as of January 2, 2024, or as a result of an adjustment to the
number of shares of Common Stock represented by such equity compensation award pursuant to the terms thereof; or (y) as a result
of a stock split, stock dividend or the like. In addition, any person or entity who, together with all affiliates and associates of such
person or entity, becomes the beneficial owner of Common Stock and/or other securities exercisable for shares of Common Stock representing
4.95% or more of the shares of Common Stock then outstanding as a result of a purchase by the Company or any of its subsidiaries of shares
of Common Stock will also be an “Exempted Person.” However, any such person will no longer be deemed to be an Exempted Person
and will be deemed to be an Acquiring Person if such person, together with all affiliates and associates of such person, becomes the beneficial
owner, at any time after the date such person became the beneficial owner of 4.95% or more of the then outstanding shares of Common Stock,
of additional shares of Common Stock, except if such additional securities are acquired (x) pursuant to the exercise of options or
warrants to purchase Common Stock outstanding and beneficially owned by such person as of the date such person became the beneficial owner
of 4.95% or more of the then outstanding shares of Common Stock or as a result of an adjustment to the number of shares of Common Stock
for which such options or warrants are exercisable pursuant to the terms thereof, or (y) as a result of a stock split, stock dividend
or the like.
In addition, the Rights Agreement defined the term “Exempted
Person” to also include any person or entity who, together with all affiliates and associates of such person or entity, is the beneficial
owner of Common Stock and/or other securities exercisable for shares of Common Stock representing 4.95% or more of the shares of Common
Stock outstanding, and whose beneficial ownership would not, as determined by the Board of Directors, jeopardize or endanger the availability
of the Company of its deferred tax assets. However, any such person or entity will cease to be an Exempted Person if (x) such person
or entity ceases to beneficially own 4.95% or more of the shares of the then outstanding Common Stock or (y) the Board of Directors
makes a contrary determination with respect to the effect of such person’s or entity’s beneficial ownership (together with
all affiliates and associates of such person) with respect to the availability to the Company of its deferred tax assets.
Pursuant to the Rights Agreement, a purchaser, assignee or transferee
of the shares of Common Stock (or options or warrants exercisable for Common Stock) from an Exempted Person will not be considered an
Exempted Person, except that a transferee from the estate of an Exempted Person who receives Common Stock as a bequest or inheritance
from an Exempted Person will be an Exempted Person so long as such transferee continues to be the beneficial owner of 4.95% or more of
the then outstanding shares of Common Stock.
The Rights are not exercisable until the Distribution Date and will
expire on the earliest of (i) the close of business on December 31, 2026, (ii) the time at which the Rights are redeemed
pursuant to the Rights Agreement, (iii) the time at which the Rights are exchanged pursuant to the Rights Agreement, (iv) the
repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that the Rights Agreement is no longer
necessary or desirable for the preservation of certain tax benefits, and (v) the beginning of a taxable year of the Company to which
the Board of Directors determines that certain tax benefits may not be carried forward. At no time will the Rights have any voting power.
Except as otherwise determined by the Board of Directors, only shares
of Common Stock issued prior to the Distribution Date will be issued with Rights.
Pursuant to the Rights Agreement, in the event that a person or entity
becomes an Acquiring Person, each other holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or,
in certain circumstances, cash, property or other securities of the Company), having a value equal to two times the exercise price of
the Right. The exercise price is the Purchase Price times the number of Units associated with each Right (initially, one). For example,
at an exercise price of $100.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $200.00 worth of Common Stock (or other consideration, as noted
above) for $100.00. If the Common Stock at the time of exercise had a market value per share of $20.00, the holder of each valid Right
would be entitled to purchase ten (10) shares of Common Stock for $100.00.
Notwithstanding any of the foregoing, following the occurrence of a
person or entity becoming an Acquiring Person (the “Flip-In Event”), all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by such Acquiring Person will be null and void.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation;
(ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation
and the Common Stock is changed or exchanged; or (iii) 50% or more of the Company’s assets, cash flow or earning power is sold
or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) will thereafter have the right
to receive, upon exercise of the Right, common stock of the acquiring company having a value equal to two times the exercise price of
the Right.
However, Rights are not exercisable following the occurrence of a Flip-In
Event until such time as the Rights are no longer redeemable by the Company as set forth below.
The Purchase Price payable, and the number of Units of Series C
Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series C Preferred
Stock, (ii) if holders of the Series C Preferred Stock are granted certain rights or warrants to subscribe for Series C
Preferred Stock or convertible securities at less than the current market price of the Series C Preferred Stock, or (iii) upon
the distribution to holders of the Series C Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustments in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional Units will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the Series C Preferred Stock on the last trading date prior
to the date of exercise.
At any time after the Stock Acquisition Date, the Company may exchange
all or part of the Rights (other than Rights owned by an Acquiring Person) for Common Stock at an exchange ratio equal to (i) a number
of shares of Common Stock per Right with a value equal to the spread between the value of the number of shares of Common Stock for which
the Rights may then be exercised and the Purchase Price or (ii) if prior to the acquisition by the Acquiring Person of 50% or more
of the then outstanding shares of Common Stock, one share of Common Stock per Right (subject to adjustment).
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001
redemption price.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution
of the Rights will not be taxable to shareholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable
income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company as set forth above or
in the event the Rights are redeemed.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board of Directors in order to cure any ambiguity,
to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or
to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.
The Rights Agreement between the Company and the Rights Agent that
specifies the terms of the Rights is included as Exhibit 4.1 hereto and is incorporated herein by reference. The description of the
Rights Agreement herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement,
which is included as Exhibit 4.1 hereto.
Item 2. Exhibits.
The following exhibits are included with this
report or incorporated herein by reference:
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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COHEN & COMPANY INC. |
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By: |
/s/ Joseph W. Pooler, Jr. |
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Name: |
Joseph W. Pooler, Jr. |
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Title: |
Executive Vice President, Chief Financial Officer
and Treasurer |
Dated: January 2, 2024
INDEX TO EXHIBITS
Cohen & (AMEX:COHN)
Graphique Historique de l'Action
De Mar 2024 à Avr 2024
Cohen & (AMEX:COHN)
Graphique Historique de l'Action
De Avr 2023 à Avr 2024