UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On January 12, 2024, ENDI Corp., a Delaware corporation (the “Company”) entered into a third amendment (the “Merger Agreement Amendment”) to the Agreement and Plan of Merger ( “Merger Agreement”) dated December 29, 2021, pursuant to which the Company previously completed, on August 11, 2022, its business combination with Enterprise Diversified, Inc. and CrossingBridge Advisors, LLC (the “Business Combination”). The Merger Agreement Amendment shortened the time period during which the Company is obligated to keep the Form S-4 relating to the Business Combination in effect to December 31, 2023 (the “Outside Date”), allowing the Company at any time after the Outside Date to terminate the offerings and deregister all the unsold securities registered under the Form S-4.
The foregoing description of the Merger Agreement Amendment is a summary only, does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Amendment to Registration Rights Agreement
On January 12, 2024, the Company entered into Amendment No. 4 (the “RRA Amendment”) to the Registration Rights Agreement (“RRA”) dated August 11, 2022 by and among the Company, Cohanzick and the parties listed on the signature page thereto. Pursuant to the RRA Amendment, the parties indefinitely deferred the Company’s obligation to file a shelf registration statement relating to the resale of certain of the Company’s securities as set forth in the RRA.
The foregoing description of the RRA Amendment is a summary only, does not purport to be complete and is qualified in its entirety by the full text of the RRA Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 8.01 Other Events.
On January 12, 2024, the Company issued a press release announcing its intention to deregister its Class A common stock under the Securities Exchange Act of 1934, as amended, and to transfer trading of its Class A common stock from the OTCQB (venture market) to the OTC Pink market. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 3 to Merger Agreement, dated January 12, 2024, by and among the Company, Enterprise Diversified, Inc., CrossingBridge Advisors LLC and Cohanzick Management LLC | |
| 10.2 | Amendment No. 4 to Registration Rights Agreement, dated January 12, 2024, by and among the Company, Cohanzick Management, LLC and the parties listed on the signature page thereto | |
| 99.1 | Press Release issued by ENDI Corp. on January 12, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 12, 2024 | /s/ David Sherman |
| David Sherman | |
| Chief Executive Officer |