Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Effective January 1, 2010, the Company ceased to qualify as a REIT and, therefore, is not required to make any dividends or other distributions to its stockholders. However, the Company’s board of directors has the power to decide to increase, reduce, or eliminate dividends in the future. The Company’s board of directors’ decision will depend on a variety of factors, including business, financial, and regulatory considerations as well as any limitations under Maryland law or imposed by any agreements governing indebtedness of the Company. There can be no assurances that such dividends will be maintained or increased and, if maintained or increased, will not subsequently be discontinued.
Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. JVB is subject to net capital restrictions imposed by the SEC and FINRA that require certain minimum levels of net capital to remain in this subsidiary. In addition, these restrictions could potentially impose notice requirements or limit our ability to withdraw capital above the required minimum amounts (excess capital) whether through distribution or loan. CCFEL is regulated by the CBI in Ireland and must maintain certain minimum levels of capital. See note 19 to our consolidated financial statements included in Item 1 in this Quarterly Report on Form 10-Q.
Issuer Purchases of Equity Securities
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Dollar Value of Shares that May Yet be Purchased under the Plans or Programs (1)
January 2021
29,388
$
16.93
29,388
$
35,064
February 2021
7,289
$
17.78
7,289
$
34,934
March 2021
1,970
$
17.72
1,970
$
34,899
Total
38,647
38,647
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Item 6. Exhibits
Exhibit No.
Description
10.1
Amendment No. 3 to Employment Agreement, dated February 3, 2021, by and between Cohen & Company Inc. and Joseph W. Pooler, Jr. (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on February 5, 2021).
10.2
Form of Restricted Stock Award under Cohen & Company Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.53 to the Company ’ s Current Report on Form 10-K filed with the SEC on March 5, 2021).
10.3
Form of Indemnification Agreement by and between Cohen & Company, LLC and each of its directors and officers (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on March 12, 2021).
31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.*
31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.*
32.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.**
32.2
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.**
101
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at March 31, 2021 and December 31, 2020 , (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended and 2020 , (iii) the Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2021 and 2020 , (iv) the Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 , and (v) Notes to Consolidated Financial Statements.**
*
Filed herewith.
**
Furnished herewith.
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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, thereunto duly authorized.
Cohen & Company Inc.
By:
/s/ LESTER R. BRAFMAN
Lester R. Brafman
Date: May 6, 2021
Chief Executive Officer
Cohen & Company Inc.
By:
/s/ JOSEPH W. POOLER, JR.
Joseph W. Pooler, Jr.
Date: May 6, 2021
Executive Vice President, Chief Financial Officer, and Treasurer
87
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.