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): ~~May~~ 22August 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 5 1.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On August ~~May 22~~1, 2023, ENDI Corp. (the “Company”) ~~held~~entered ~~its~~into ~~2023~~Amendment ~~annual~~No. ~~meeting~~3 ~~of stockholders~~ (the “~~Annual~~Third ~~Meeting~~Amendment”). Ato ~~total~~the ofRegistration Rights 4Agreement dated August 11,~~633~~ 2022,~~590~~ ~~shares~~as ofsubsequently ~~the~~amended ~~Company’s~~on ~~Class~~August A31, ~~common~~2022 ~~stock~~ and May 1,~~800~~ 2023,~~000~~ ~~shares~~by ofand among the Company’s, ~~Class~~Cohanzick Management, BLLC ~~common~~and ~~stock,~~the ~~constituting~~parties alisted ~~quorum,~~on ~~were~~the ~~represented~~signature inpage ~~person~~thereto or(as byamended, ~~valid~~“RRA”). ~~proxies~~Pursuant atto the ~~Annual~~Third ~~Meeting.~~Amendment, the ~~The~~parties ~~final~~extended ~~results~~the ~~for~~deadline ~~each~~by ofwhich the ~~matters~~Company ~~submitted~~shall prepare and file or cause to abe ~~vote~~prepared ofand ~~stockholders~~filed atwith the ~~Annual~~Securities ~~Meeting,~~and Exchange asCommission ~~set~~a ~~forth~~registration instatement under the ~~Company’s~~Securities ~~Definitive~~Act ~~Proxy~~of ~~Statement~~1933, ~~filed~~as ~~with~~amended, ~~the~~registering ~~Securities~~certain ~~and~~securities ~~Exchange~~as ~~Commission~~set onforth in ~~April~~the ~~11,~~RRA ~~2023,~~to ~~are~~on asor ~~follows:~~before March 31, 2024.

~~Proposal~~The foregoing ~~1. At~~description of the ~~Annual~~Third ~~Meeting,~~Amendment ~~five~~is ~~nominees for director were elected to serve for~~ a ~~one-year~~summary ~~term~~only, ~~ending~~does atnot ~~the~~purport ~~Company’s~~to ~~2024~~be ~~annual~~complete ~~meeting of stockholders or until their respective successors are duly elected~~ and is qualified orin ~~until~~its ~~their~~entirety ~~earlier~~by ~~death,~~the full ~~resignation~~text ~~or removal. Holders~~ of the ~~Company’s~~Third ~~Class~~Amendment, Aa ~~common~~copy ~~stock elected two directors (Steven Kiel and Abigail Posner) and the holder~~ of ~~the~~which ~~Company’s~~is ~~Class~~attached Bhereto ~~common~~as ~~stock~~Exhibit ~~elected~~10.1 ~~three directors (David Sherman, Thomas McDonnell~~ and ~~Mahendra~~is ~~Gupta). The~~incorporated ~~result~~herein ofby ~~the votes to elect the five nominees were as follows:~~reference.

Class A Common Stock Directors	For	Against	Abstain	Broker Non-Votes
Steven Kiel	3,915,651	12,491	2,477	702,971
Abigail Posner	3,920,906	7,236	2,477	702,971

Item 9.01 Financial Statements and Exhibits.

Class B Common Stock Directors	For	Against	Abstain	Broker Non-Votes
David Sherman	1,800,000	0	0	0
Thomas McDonnell	1,800,000	0	0	0
Mahendra Gupta	1,800,000	0	0	0

d) Exhibits

Proposal 2. At the Annual Meeting, the stockholders approved the ratification of the appointment of Brown, Edwards & Company, LLP (“Brown Edwards”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The result of the votes to approve Brown Edwards was as follows:

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)

For			Against		Abstain		Broker Non-Votes
	6,405,918		3,202		24,470		0

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Proposal 3. At the Annual Meeting, the stockholders approved the ENDI Corp. 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). The result of the votes to approve the 2022 Plan was as follows:

For			Against		Abstain		Broker Non-Votes
	5,696,517		14,931		19,171		702,971

Proposal 4. At the Annual Meeting, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The result of the votes to approve the compensation of the Company’s named executive officers was as follows:

For			Against		Abstain		Broker Non-Votes
	5,699,318		12,127		18,808		703,337

Proposal 5. At the Annual Meeting, the stockholders approved, on an advisory basis, a three-year frequency with which the Company should conduct future stockholder advisory votes on named executive officer compensation. The result of the votes to approve the three-year frequency with which the Company should conduct future stockholder advisory votes on named executive officer compensation was as follows:

1 Year			2 Years		3 Year		Abstain
	369,880		3,892		5,331,035		25,446

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: May 22, 2023	/s/ David Sherman
Date: August 1, 2023	/s/ David Sherman
	David Sherman
	Chief Executive Officer

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