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 ~~May 25~~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, Ste. 300
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))

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

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~~Securities ~~5.07. Submission~~registered ofpursuant ~~Matters~~ to aSection ~~Vote~~12(b) of ~~Security~~the ~~Holders.~~Act:

OnTitle ~~May~~of ~~25,~~each ~~2022,~~class ~~Enterprise~~Trading ~~Diversified, Inc.~~ Symbol(~~the “Company”~~s) ~~held~~Name ~~its 2022 Annual Meeting~~ of ~~Shareholders,~~each ~~for~~exchange on which ~~the~~registered ~~board~~None ofNot ~~directors~~applicable ~~solicited~~Not ~~proxies.~~applicable

AsItem of March 28, 2022, the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 2,647,383 shares of common stock outstanding and entitled to vote. A total of 1~~,789,272 shares (or approximately 67~~.~~59%~~01. Entry ofinto ~~the outstanding shares; and constituting~~ a ~~quorum)~~Material ~~were~~Definitive ~~represented at the Annual Meeting in person or by valid proxies.~~Agreement

AtAgreement ~~the~~and ~~Annual~~Plan ~~Meeting,~~of ~~the~~Merger shareholders voted on three proposals. The proposals are described in detail in the Company’s definitive proxy statement dated April 27, 2022. The final results for the votes regarding each proposal are set forth below:

~~Proposal~~As ~~One~~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”).

~~The~~On ~~vote~~June ~~with~~3, ~~respect~~2022, the Parties entered into an amendment (the “Amendment”) to the ~~nominees~~Merger ~~for~~Agreement ~~director~~(the isMerger ~~set~~Agreement, ~~forth~~together ~~below:~~with the Amendment, the “Amended Merger Agreement”).

	Votes For	Withheld Votes	Broker Non-Votes
Steven L. Kiel	1,287,599	132,328	369,345
Thomas Braziel	1,303,589	116,338	369,345
(Independent)
Jeremy K. Deal	1,329,769	90,158	369,345
(Independent)
Alea A. Kleinhammer	1,333,619	86,308	369,345
Keith D. Smith	1,333,629	86,298	369,345

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.

~~Each~~Other ~~nominee~~than ~~received~~as expressly modified pursuant to the ~~required~~Amendment, ~~number~~the ofMerger ~~votes~~Agreement, ~~for~~which ~~re-election~~was previously filed as Exhibit 2.1 to the ~~board~~Current ofReport ~~the~~on ~~Company~~Form to8-K ~~hold~~filed ~~office~~by ~~until~~Enterprise Diversified Inc. with the ~~next~~Securities ~~annual~~and ~~meeting~~Exchange Commission on December 29, 2021, remains in full force and ~~until~~effect aas ~~respective~~originally ~~successor~~executed ison ~~elected~~December 29, 2021. The foregoing description of the Amendment does not purport to be complete and ~~has~~is ~~been~~subject ~~qualified~~to, orand ~~until~~qualified ~~such~~in ~~director~~its ~~resigns~~entirety orby the full text of the Amendment attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is ~~removed~~incorporated ~~from~~herein ~~office~~by reference.

~~Proposal~~Item ~~Two~~9.01 - Financial Statements and Exhibits.

~~The~~(d) vote with respect to the ratification of the appointment of Brown, Edwards & Company, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 is set forth belowExhibits:

Votes For	Votes Against	Abstentions	Broker Non-Votes
1,697,188	2	92,082	–

Exhibit Index

Brown, Edwards & Company, LLP was approved as the Company’s independent registered public accountant for the year ending December 31, 2022.

Exhibit No.	Exhibit Description

2.1	The Amended Merger Agreement, dated June 3, 2022, by and among ENDI Corp., Enterprise Diversified, Inc., Zelda Merger Sub 1, Inc., Zelda Merger Sub 2, LLC, CrossingBridge Advisors, LLC and Cohanzick Management, L.L.C.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Proposal Three

The advisory vote with respect to the approval of the compensation of our named executive officers, is set forth below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
980,565	63,484	367	–

The proposal to approve, on an advisory basis, the executive compensation of our named executive officer was approved by the shareholders.

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: May 27, 2022		ENTERPRISE DIVERSIFIED, INC.
Date: June 8, 2022		ENTERPRISE DIVERSIFIED, INC.
	By:	/s/ Steven L. Kiel
		By: /s/ Steven L. Kiel
		Steven L. Kiel
		Executive Chairman

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