additional one-year period, in each case unless the Note is
earlier converted (in the manner described below). The Note
accrues interest at a rate of 8% per year, payable quarterly.
Provided that no event of default has occurred under the Note,
if dividends of less than $0.02 per share are paid on the
Companys common stock, par value $0.001 per share (Common
Stock), in any fiscal quarter prior to an interest payment
date, then IFMI, LLC may pay one-half of the interest payable
on such date in cash, and the remaining one-half of the
interest otherwise payable will be added to the principal
amount of the Note then outstanding. The Note contains
customary Events of Default. Upon the occurrence or existence
of any Event of Default under the Note, the outstanding
principal amount is immediately accelerated in certain limited
instances and may be accelerated in all other instances upon
notice by the holder of the Note to IFMI, LLC. Further, upon
the occurrence of any Event of Default under the Note and for
so long as such Event of Default continues, all principal,
interest and other amounts payable under the Note will bear
interest at a rate equal to 9% per year. The Note may not be
prepaid in whole or in part prior to the maturity date without
the prior written consent of the holder thereof (which may be
granted or withheld in its sole discretion). The Note is
secured by the equity interests held by IFMI, LLC in all of its
subsidiaries.

At any time following the Closing Date, all or any portion of
the outstanding principal amount of the Note may be converted
by the holder thereof into units of membership interests of
IFMI, LLC (LLC Units) at a conversion rate equal to $1.45 per
unit, subject to customary anti-dilution adjustments. to the
LLC Agreement, and subject to certain limitations, holders of
IFMI, LLC may require IFMI, LLC to redeem all or any portion of
such units in exchange for, in the Companys sole discretion,
cash or Common Stock. Under the Purchase Agreement, the Company
agreed to submit a proposal to the Companys stockholders at its
2017 annual meeting of stockholders to approve the Companys
issuance, if any, of Common Stock upon any redemption of the
LLC Units and the Board of Directors agreed to recommend that
the Companys stockholders vote to approve such proposal.

Following any conversion of the Note into LLC Units, the holder
of such LLC Units will have the same rights of redemption, if
any, held by the holders of LLC Units as set forth in the LLC
Agreement; provided that the holder will have no such
redemption rights with respect to such LLC Units if the Board
of Directors determines in good faith that satisfaction of such
redemption by the Company with shares of its Common Stock would
(i)jeopardize or endanger the availability to the Company of
its net operating loss and net capital loss carryforwards and
certain other tax benefits under Section382 of the Internal
Revenue Code of 1986, or (ii)constitute a Change of Control
under the Junior Subordinated Indenture, dated as of June25,
2007, between the Company (formerly Alesco Financial Inc.) and
Wells Fargo Bank, N.A., as trustee.

Under the Note, if following any conversion of the Note into
LLC Units, for so long as the Company owns a number of LLC
Units representing less than a majority of the voting control
of IFMI, LLC, each holder of any LLC Units issued as a result
of the conversion of the Note (regardless of how such LLC Units
were acquired by such holder) is obligated to grant and appoint
the Company as such holders proxy and attorney-in-fact to vote
(i)the number of LLC Units owned by each such holder that, if
voted by the Company, would give the Company a majority of the
voting control of IFMI, LLC, or (ii)if such holder holds less
than such number of LLC Units, all such holders LLC Units.

The Note provides that it is senior to all indebtedness of
IFMI, LLC incurred following the Closing Date, and is senior to
any subordinated or junior subordinated indebtedness of IFMI,
LLC outstanding as of the Closing Date.

The foregoing description of the Note does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Note, which is attached hereto as Exhibit10.2
and is

incorporated herein by reference.

Item 1.02. Termination of a Material
Definitive Agreement.

As previously disclosed, on August19, 2014,IFMI, LLC entered
into a definitive agreement (the European Sale Agreement) to
sell the Companys European operations to CCo Europe Acquisition
LLC, an entity controlled by Mr.Cohen, for approximately $8.7
million. The transaction was subject to customary closing
conditions and regulatory approval from the United Kingdom
Financial Conduct Authority. On March26, 2015, the parties to
the European Sale Agreement agreed to extend the deadline for
the closing of the transactions contemplated by the European
Sale Agreement from March31, 2015 to June30, 2015. In addition,
the parties to the European Sale Agreement amended the date
which CCo Europe Acquisition LLC was obligated to cause the
settlement of intercompany accounts of Cohen Company Financial
Limited and our subsidiaries, Cohen Compagnie, SAS and Unicum
Capital, S.L., owed to IFMI, LLC (the Intercompany Payables)
from March31, 2015 to June30, 2015.

Further, on June30, 2015, the parties to the European Sale
Agreement agreed to extend the deadline for the closing from
June30, 2015 to December31, 2015 and the settlement date of the
Intercompany Payables from June30, 2015 to December31, 2015
(the Second Extension).In connection with the Second Extension,
the parties to the European Sale Agreement agreed that, if the
transaction was terminated in accordance with its terms prior
to the closing, then (i)Mr.Cohen would pay $600,000 in respect
of a portion of the legal and financial advisory fees and
expenses incurred by the Company and the special committee of
the Board of Directors in connection with the transaction since
April1, 2014 (the Termination Fee), and (ii)an amendment (the
Cohen Employment Agreement Amendment) to the Amended and
Restated Employment Agreement, dated as of May9, 2013, among
IFMI, LLC, the Company, Mr.Cohen and J.V.B. Financial Group
Holdings, LP (formerly known as CCo/PrinceRidge Holdings LP)
(the Employment Agreement), was to become effective.

The European Sale Agreement provided that either party may
terminate the agreement after December31, 2015. On the Closing
Date, CCo Europe Acquisition LLC provided notice to IFMI, LLC
that it was terminating the European Sale Agreement. As a
result, on the Closing Date, the parties entered into a
termination letter (the Termination Letter), to which IFMI, LLC
acknowledged the termination by CCo Europe Acquisition LLC of
the European Sales Agreement. The Termination Letter contains a
mutual release of claims between CCo Europe Acquisition LLC and
IFMI, LLC.

On the Closing Date, Mr.Cohens obligation to pay the
Termination Fee was offset in full by IFMI, LLCs obligation to
pay the Financing Fee to the Buyer and the Cohen Employment
Agreement Amendment became effective. The Cohen Employment
Agreement Amendment amended the Employment Agreement to provide
that if Mr.Cohens employment is terminated by IFMI, LLC without
cause or by Mr.Cohen for good reason (as such terms are defined
in the Employment Agreement),IFMI, LLC will pay Mr.Cohen a
maximum of $1,000,000 as a severance benefit. The Employment
Agreement formerly provided that in the event of such
termination,IFMI, LLC would pay Mr.Cohen a minimum of
$3,000,000 as a severance benefit.

The foregoing description of the Termination Letter does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Termination Letter, which is
attached hereto as Exhibit10.3 and is incorporated herein by
reference.

Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.

See Item 1.01 above for information concerning the Purchase
Agreement and the Note, which information is incorporated by
reference in response to this Item 2.03.

Item 3.02. Unregistered Sales of
Equity Securities.

See Item 1.01 above for information concerning the Note, which
is incorporated by reference in response to this Item 3.02. In
issuing the Note without registration, the Company relied upon
the exemptions contained in Section3(a)(9)and/or
Section4(a)(2)of the Securities Act of 1933, as amended.

Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.

See Item 1.02 above for information concerning the Cohen
Employment Agreement Amendment, which information is
incorporated by reference in response to this Item 5.02.

Item 8.01 Other Events.

On the Closing Date, the Company issued a press release, which
is furnished herewith as Exhibit99.1, announcing the entrance
by the Company and IFMI, LLC into the Purchase Agreement, the
issuance of the Note by IFMI, LLC and the termination of the
European Sale Agreement.

Additional Information About the Investment and Where to
Find It

This communication is being made in respect of, among other
things, the issuance of the Note to the Purchase Agreement. In
connection with such issuance, the Company will file with the
U.S. Securities and Exchange Commission (the SEC) a proxy
statement and will mail or otherwise disseminate the proxy
statement and a form of proxy to its stockholders when it
becomes available. STOCKHOLDERS ARE ENCOURAGED TO READ THE
PROXY STATEMENT (AND OTHER RELEVANT MATERIALS) REGARDING THE
ANNUAL MEETING CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE, AND BEFORE MAKING ANY VOTING DECISION, AS IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS TO BE VOTED ON
AT THE COMPANYS 2017 ANNUAL MEETING OF STOCKHOLDERS.
Stockholders and investors will be able to obtain a free copy
of the proxy statement (when available), as well as other
filings made by the Company, without charge, at the SECs
website (www.sec.gov). These materials also can be obtained,
when available, without charge, by directing a request to
Institutional Financial Markets,Inc., Cira Centre, 2929 Arch
Street, 17th Floor, Philadelphia, PA, Attn: Investor Relations,
(215) 701-9555.

Certain Information Regarding Participants

The Company and its directors and executive officers may be
deemed, under SEC rules, to be participants in the solicitation
of proxies from the Companys stockholders regarding the
issuance of the Note under the Purchase Agreement. Stockholders
may obtain information regarding the names, affiliations and
interests of such individuals in the Companys Annual Report on
Form10-K for the year ended December31, 2015, which was filed
with the SEC on March9, 2016, and as amended by

Amendment No.1 thereto, which was filed with the SEC on
April26, 2016. Additional information regarding the interests
of such individuals in the matters to be considered at the
Companys 2017 annual meeting of stockholders will be included
in the proxy statement when it is filed with the SEC. These
documents may be obtained free of charge from the SECs website
at www.sec.gov and the Companys website at www.ifmi.com.

Forward-looking Statements

This Current Report on Form8-K contains certain statements,
estimates, and forecasts with respect to future performance and
events. These statements, estimates, and forecasts are
forward-looking statements. In some cases, forward-looking
statements can be identified by the use of forward-looking
terminology such as may, might,will,should, expect, plan,
anticipate, believe, estimate, predict, potential, seek, or
continue or the negatives thereof or variations thereon or
similar terminology. All statements other than statements of
historical fact included in this communication are
forward-looking statements and are based on various underlying
assumptions and expectations and are subject to known and
unknown risks, uncertainties, and assumptions, and may include
projections of the Companys future financial performance based
on the Companys growth strategies and anticipated trends in its
business. These statements are based on the Companys current
expectations and projections about future events. There are
important factors that could cause the Companys actual results,
level of activity, performance, or achievements to differ
materially from the results, level of activity, performance, or
achievements expressed or implied in the forward-looking
statements including, but not limited to, those discussed under
the heading Risk Factors and Managements Discussion and
Analysis of Financial Condition in the Companys filings with
the Securities and Exchange Commission (SEC), which are
available at the SECs website at www.sec.gov and the Companys
website at www.IFMI.com/sec-filings. Such risk factors include
the following: (a)a decline in general economic conditions or
the global financial markets, (b)losses caused by financial or
other problems experienced by third parties, (c)losses due to
unidentified or unanticipated risks, (d)a lack of liquidity,
i.e., ready access to funds for use in the Companys businesses,
(e)the ability to attract and retain personnel, (f)litigation
and regulatory issues, (g)competitive pressure, (h)an inability
to generate incremental income from acquired businesses,
(i)unanticipated market closures due to inclement weather or
other disasters, (j)losses (whether realized or unrealized) on
the Companys principal investments, including on its CLO
investments, (k)an inability to achieve projected integration
synergies, (l)the possibility that payments to IFMI of
subordinated management fees from its European CLO will not
resume, and (n)the possibility that the stockholder rights plan
may fail to preserve the value of the Companys deferred tax
assets, whether as a result of the acquisition by a person of
5% of the Companys common stock or otherwise. As a result,
there can be no assurance that the forward-looking statements
included in this communication will prove to be accurate or
correct. In light of these risks, uncertainties, and
assumptions, the future performance or events described in the
forward-looking statements in this communication might not
occur. Accordingly, you should not rely upon forward-looking
statements as a prediction of actual results and we do not
undertake any obligation to update any forward looking
statements, whether as a result of new information, future
events, or otherwise.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits.

* Filed electronically herewith.