Cohen & Co. adopts NOL poison pill triggered at 4.95% ownership

Cohen & Co Inc.

Section 382 Rights Agreement executed Jan 2, 2024 with Computershare as rights agent.
One Right distributed per common share for holders of record Jan 16, 2024; exercise price $100 per Unit.
Rights become exercisable if a person acquires 4.95% or more of common stock, protecting NOL carryforwards.
Rights expire Dec 31, 2026 unless redeemed earlier at $0.001 per Right or other termination events occur.
Board retains ability to redeem Rights at any time until 10 days after an Acquisition Person is identified.

item 1.01 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cohen & Co Inc. entered into Section 382 Rights Agreement with Computershare Inc. (effective 2024-01-02).

Action: entry
Counterparty: Computershare Inc.
Effective: 2024-01-02

Exact text from the filing

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”).

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Cohen & Co Inc. filing history →

Source: SEC EDGAR

accession 0001104659-24-000338

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