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

Exhibit No.		Description
10.1		Amendment No. 3 to Registration Rights Agreement dated as of August 1, 2023 by and among the Company, Cohanzick Management, LLC and the parties listed on the signature page thereto
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

	ENDI CORP.

Date: August 1, 2023	/s/ David Sherman
	David Sherman
	Chief Executive Officer

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ENDI Corp. 8-K