false 0001096934 0001096934 2022-06-03 2022-06-03
 
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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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): June 3, 2022
 
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ENTERPRISE DIVERSIFIED, INC.
 
(Exact Name of Registrant as Specified in Its Charter)
 
Nevada
  
000-27763
  
88-0397234
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)
         
1806 Summit Avenue, Suite 300
        
Richmond, VA
      
23230
(Address of principal executive offices)
      
(Zip Code)
 
(434) 336-7737
(Registrant’s telephone number, including area code)
 
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))
 
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.          ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
Not applicable
Not applicable
 
 
 
 
 
 
Item 1.01. Entry into a Material Definitive Agreement
 
Agreement and Plan of Merger
 
As previously disclosed, on December 29, 2021, Enterprise Diversified, Inc., a Nevada corporation (“Enterprise Diversified” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ENDI Corp., a Delaware corporation (“ENDI”), Zelda Merger Sub 1, Inc., a Delaware corporation (“First Merger Sub”), Zelda Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub”), CrossingBridge Advisors, LLC, a Delaware limited liability company (“CrossingBridge”), and Cohanzick Management, L.L.C., a Delaware limited liability company (“Cohanzick” and, together with the Company, ENDI, First Merger Sub, Second Merger Sub and CrossingBridge, the “Parties”).
 
On June 3, 2022, the Parties entered into an amendment (the “Amendment”) to the Merger Agreement (the Merger Agreement, together with the Amendment, the “Amended Merger Agreement”).
 
The Amendment amends the definition of the “Outside Date” defined in the Section 9.1(b) of the Merger Agreement, from June 30, 2022 to July 15, 2022.
 
Other than as expressly modified pursuant to the Amendment, the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Enterprise Diversified Inc. with the Securities and Exchange Commission on December 29, 2021, remains in full force and effect as originally executed on December 29, 2021. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by the full text of the Amendment attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference. 
 
Item 9.01 - Financial Statements and Exhibits.
 
(d) Exhibits: 
 
Exhibit Index
 
Exhibit No.
Exhibit Description
   
2.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
 
SIGNATURE
 
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.
 
Date:  June 8, 2022
      
ENTERPRISE DIVERSIFIED, INC.
         
       
By: /s/ Steven L. Kiel
       
Steven L. Kiel
       
Executive Chairman
 
 
 
 
 

 

Exhibit 2.1

 

June 3, 2022

 

 

 

Cohanzick Management, L.L.C.
427 Bedford Road
Pleasantville, NY 10570
Attention: David K Sherman and Jonathan Barkoe

 

Gentlemen:

 

Reference is made to that certain Agreement and Plan of Merger, dated as of December 29, 2021 (the “Merger Agreement”), by and among ENDI Corp., a Delaware corporation (“Parent”), Enterprise Diversified, Inc., a Nevada corporation (“Pubco”), Zelda Merger Sub 1, Inc., a Delaware corporation (“First Merger Sub”), Zelda Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), CrossingBridge Advisors, LLC, a Delaware limited liability company (“CBA”) and Cohanzick Management, L.L.C., a Delaware limited liability company (“CBA Member”). Each of Parent, First Merger Sub, Second Merger Sub, CBA and CBA Member is hereby known as a “Party” and collectively the “Parties.” All capitalized terms in this letter agreement not defined herein have the meanings ascribed to such terms in the Merger Agreement.

 

Pursuant to Section 11.1 of the Merger Agreement, the Merger Agreement may be amended, modified or supplemented by an instrument in writing specifically designated as an amendment thereto, signed on behalf of each Party. The Parties desire to amend the Merger Agreement.

 

Accordingly, the Parties agree and acknowledge that Section 9.1(b) of the Merger Agreement is hereby amended to read in its entirety as follows:

 

“(b)          by Pubco or CBA, by giving written notice of such termination to the other Party, on or after July 15, 2022 (the “Outside Date”), if the Closing shall not have occurred, prior to the Outside Date; provided, however, that neither Party may terminate this Agreement pursuant to this Section 9.1(b) at any time during which such Party is in material breach of its covenants in this Agreement;”.

 

This letter agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any conflict of law provisions. Except as set forth in this letter agreement, all provisions of the Merger Agreement shall remain unchanged and in full force and effect.

 

Please acknowledge your agreement with the foregoing by signing and returning a copy of this letter to the undersigned (with a copy to Seward & Kissel LLP, One Battery Park Plaza, New York, NY 10004, Attention: Nick Katsanos).

 

This letter agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

 

 

Sincerely,

 

ENTERPRISE DIVERSIFIED, INC.


By: /s/ Steven L. Kiel       
Name: Steven L. Kiel
Title: Chairman



Agreed and Accepted
as of the date first written above:

 

 

 
 

 

 

ENDI CORP.

 

By:_ /s/ Steven L. Kiel________________
Name: Steven L. Kiel
Title: Director

 

ZELDA MERGER SUB 1, INC.

 

By:_ /s/ Steven L. Kiel________________
Name: Steven L. Kiel
Title: Director

 

ZELDA MERGER SUB 2, LLC

 

By:_ /s/ Steven L. Kiel________________
Name: Steven L. Kiel
Title: Authorized Person

 

CROSSINGBRIDGE ADVISORS, LLC

 

By:_/s/ David K. Sherman_____________

Name: David K. Sherman
Title: Sole Manager

 

COHANZICK MANAGEMENT, L.L.C.

 

By:_/s/ David K. Sherman_____________
Name: David K. Sherman
Title: Managing Member