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 "First Amendment") to the Merger Agreement.

On July 13, 2022, the Parties entered into another amendment (the "Second Amendment") to the Merger Agreement (the Merger Agreement, together with the First Amendment and the Second Amendment, the "Amended Merger Agreement").

The Second Amendment amends the definition of the "Outside Date" defined in Section 9.1(b) of the First Amendment to the Merger Agreement, from July 15, 2022 to August 31, 2022.

Other than as expressly modified pursuant to the Second Amendment, the Amended 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 June 3, 2022, remains in full force and effect as originally executed on December 29, 2021. The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by the full text of the Second 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              The Second Amended Merger
               Agreement, dated July 13, 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)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses