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Filing Details

Accession Number:: 0000919574-22-005219
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-22 21:50:41
Reporting Period:: 2022-08-18

Accepted Time:: 2022-08-22 21:50:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1908984	Endi Corp.	ENDI	Investment Advice (6282)	874284605

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1940675	K. David Sherman	C/O Endi Corp. 2400 Old Brick Road, Suite 115 Glen Allen VA 23060	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2022-08-18	20,000	$5.37	20,000	No	4	P	Indirect	See Footnote
Class A Common Stock	Acquisiton	2022-08-18	46,500	$5.37	46,500	No	4	P	Indirect	See Footnote
Class A Common Stock	Acquisiton	2022-08-18	200,000	$5.37	200,000	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	1,704,000	Indirect	See Footnote
Class B Common Stock	1,278,000	Indirect	See Footnote

Footnotes

Securities are beneficially owned by Carole Levinson Blueweiss 2012 Trust (UAD 11/28/12). David Sherman is the Trustee of Carole Levinson Blueweiss 2012 Trust (UAD 11/28/12).
Securities are beneficially owned by Cohanzick Offshore Advisors, LP. Cohanzick Offshore Management, LLC is the General Partner for Cohanzick Offshore Advisors, LP. David Sherman is the Managing Member of Cohanzick Offshore Management, LLC.
Securities are beneficially owned by Cohanzick Absolute Return Master Fund, Ltd. Cohanzick Absolute Return Partners, LP is the General Partner to Cohanzick Absolute Return Master Fund, Ltd. Cohanzick Capital, LP is the General Partner to Cohanzick Absolute Return Partners, LP. Sunnyside, LLC is the General Partner to Cohanzick Capital, LP. David Sherman is the Managing Member of Sunnyside, LLC.
Cohanzick Management, LLC ("Cohanzick") beneficially owns (i) 2,400,000 shares of the Registrant's Class A Common Stock, (ii) 1,800,000 shares of the Registrant's Class B Common Stock, (iii) a Class W-1 Warrant to purchase 1,800,000 shares of the Registrant's Class A Common Stock and (iv) a Class W-2 Warrant to purchase 250,000 shares of the Registrant's Class A Common Stock. Notwithstanding the foregoing, David Sherman is the Managing Member of Cohanzick and owns 75.9764 units (71%) of Cohanzick.
Outstanding shares of the Issuer's Class B Common Stock shall be redeemed by the Issuer on a one-for-one basis for each share of the Issuer's Class A Common Stock issued upon the exercise of any Class W-1 Warrant held by the Reporting Person. Each Class W-1 Warrant held by the Reporting Person shall be automatically exercised on a "cashless" basis if not fully exercised prior to the expiration date, or August 11, 2027. Any shares of the Issuer's Class B Common Stock outstanding as of August 11, 2027 shall be redeemed by the Issuer pursuant to the terms of that certain Stockholder Agreement dated as of August 11, 2022 by and between the Issuer and Cohanzick. As such, the Reporting Person may not simultaneously vote both the Issuer's Class B Common Stock and the shares of Class A Common Stock underlying the Class W-1 Warrant at any given time.
The Class B Common Stock only has voting rights and no economic rights. Accordingly, holders of the Issuer's Class B Common Stock are not entitled to receive any dividends or other distributions in cash, property, or shares of stock and will not be entitled to receive any assets of the Issuer in the event of any liquidation, dissolution or winding up of the Issuer's affairs.