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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): August 1, 2023
ENDI
CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-56469 |
|
87-4284605 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
2400
Old Brick Rd., Suite 115 |
|
|
Glen
Allen, VA |
|
23060 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(434)
336-7737
(Registrant’s
telephone number, including area code)
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:
☐ |
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: None
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
August 1, 2023, ENDI Corp. (the “Company”) entered into Amendment No. 3 (the “Third Amendment”) to the Registration
Rights Agreement dated August 11, 2022, as subsequently amended on August 31, 2022 and May 1, 2023, by and among the Company, Cohanzick
Management, LLC and the parties listed on the signature page thereto (as amended, “RRA”). Pursuant to the Third Amendment,
the parties extended the deadline by which the Company shall prepare and file or cause to be prepared and filed with the Securities and
Exchange Commission a registration statement under the Securities Act of 1933, as amended, registering certain securities as set forth
in the RRA to on or before March 31, 2024.
The
foregoing description of the Third Amendment is a summary only, does not purport to be complete and is qualified in its entirety by the
full text of the Third Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
d)
Exhibits
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.
|
ENDI
CORP. |
|
|
Date:
August 1, 2023 |
/s/
David Sherman |
|
David
Sherman |
|
Chief
Executive Officer |
Exhibit
10.1
AMENDMENT
NO. 3 TO REGISTRATION RIGHTS AGREEMENT
This
amendment (“Amendment”) is dated as of August 1, 2023 and amends the Registration Rights Agreement, dated as August 11, 2022
by and among ENDI Corp., a Delaware corporation (the “Company”), and Cohanzick Management, LLC, a Delaware limited liability
company (the “CBA Member”), and the undersigned parties listed under Holder on the signature page thereto (each such party,
a “Holder” and collectively, the “Holders”), as amended by that certain Amendment to Registration Rights Agreement
dated August 31, 2022 and that certain Amendment No. 2 to Registration Rights Agreement dated May 1, 2023 (as amended, the “Registration
Rights Agreement”).
RECITALS
A.
WHEREAS, the Company, the CBA Member and certain Holders entered into the Registration Rights Agreement on August 11, 2022 and such Registration
Rights Agreement was amended on August 31, 2022 and again on May 1, 2023.
B.
WHEREAS, the Company, the CBA Member and certain Holders desire to extend the filing date of the Registration Statement for a Shelf Registration
from “on or before August 1, 2023” to “on or before March 31, 2024”.
C.
WHEREAS, pursuant to 5.6 of the Registration Rights Agreement, upon the written consent of (a) the Company and (b) the holders of a majority
of the total Registrable Securities (on an as converted to Common Stock basis), compliance with any of the provisions, covenants and
conditions set forth in the Registration Rights Agreement may be waived, or any of such provisions, covenants or conditions may be amended
or modified.
D.
WHEREAS, the CBA Member and Holders signatory to this Amendment hold at least a majority of the total Registrable Securities.
E.
WHEREAS, all capitalized terms used herein and not defined shall have the meanings set forth in the Registration Rights Agreement.
AGREEMENT
NOW,
THEREFORE, the parties hereto hereby covenant and agree to be bound as follows:
(1)
Amendment. The first sentence in Section 2.3.1 of the Registration Rights Agreement, is hereby amended and replaced in its entirety
to read as follows:
“On
or before March 31, 2024, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on
Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form
S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable
Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use
its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later
than the earlier of (a) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that
it will “review” the Registration Statement) following Closing and (b) the tenth (10th) business day after the date the Company
is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed”
or will not be subject to further review (such earlier date, the “Effectiveness Deadline”); provided, however,
that if such Effectiveness Deadlines falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness
Deadlines shall be extended to the business day on which the Commission is open for business.”
(2)
Acknowledgement. The parties acknowledge that except for the amendment expressly set forth in this Amendment, all other terms
and conditions of the Registration Rights Agreement shall be unaffected hereby and remain in full force and effect.
(3)
Miscellanous.
(a)
This Amendment may be executed in multiple counterparts (including PDF counterparts), each of which shall be deemed an original, and
all of which together shall constitute the same instrument, but only one of which need be produced.
(b)
To the extent that any provision of the Registration Rights Agreement needs to be waived or amended in order to allow the amendment made
herein to be effective, such provisions are hereby waived and/or amended to the extent necessary to allow for the amendment made herein
to be effective.
(c)
This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby
shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any
other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.
(d)
On or after the date of this Amendment, each reference in the Registration Rights Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import referring to the Registration Rights Agreement shall mean and be a
reference to the Agreement as amended by this Amendment, and this Amendment shall be deemed to be a part of the Registration Rights Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written.
ENDI
CORP.
By:
|
/s/
Alea Kleinhammer |
|
Name:
|
Alea
Kleinhammer |
|
Title:
|
Chief
Financial Officer |
|
Confirmed
and Agreed:
Cohanzick
Management, LLC
By:
|
/s/
David Sherman |
|
Name: |
David
K. Sherman |
|
Title:
|
Managing
Member |
|
/s/
David Sherman |
|
David
Sherman |
|
/s/
Steven Kiel |
|
Steven
Kiel |
|
Arquitos
Capital Offshore Master, Ltd. |
|
|
|
|
By:
|
/s/
Steven Kiel |
|
Name:
|
Steven
Kiel |
|
Title:
|
Authorized
Signor |
|
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