8-K
KINGSTONE COMPANIES, INC. (KINS)
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): December 11, 2024
KINGSTONE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-01665 | 36-2476480 |
|---|---|---|
| (State or other jurisdiction <br><br> of incorporation) | (Commission <br><br> File Number) | (IRS Employer <br><br> Identification No.) |
| 15 Joys Lane<br><br> <br>Kingston, New York | 12401 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip code) |
Registrant's telephone number, including area code (845) 802-7900
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | KINS | NASDAQ Capital Market |
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 (see General Instruction A.2. below):
☐ 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))
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 December 11, 2024, Kingstone Companies, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its agreement, dated as of March 3, 2023 (the “Agreement”), with Gregory Fortunoff (“G. Fortunoff”) and Scott Fortunoff, shareholders of the Company (the “Fortunoffs”). The Agreement had provided for, among other things, the grant to G. Fortunoff of Board observer status. Pursuant to the Amendment, the Fortunoffs indicated that, based upon the recent performance of the Company, they believe that there is no need for the continuation of G. Fortunoff’s Board observer status. Accordingly, pursuant to the Amendment, G. Fortunoff relinquished his right to serve as an observer to the Company’s Board of Directors or be nominated for a Board position.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. | |
|---|---|---|
| (d) | Exhibits. | |
| --- | --- | --- |
| 10.1 | Amendment No. 1, dated as of December 9, 2024, to Agreement, dated as of March 3, 2023, by and among Kingstone Companies, Inc., Gregory Fortunoff and Scott<br> Fortunoff |
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.
| KINGSTONE COMPANIES, INC. | ||
|---|---|---|
| Dated: December 11, 2024 | By: | /s/ Meryl Golden |
| Meryl Golden | ||
| Chief Executive Officer |
AMENDMENT NO. 1 TO AGREEMENT
AMENDMENT NO. 1, dated as of December 9, 2024 (the “Amendment”), to that certain AGREEMENT (the "Agreement"), entered into as of March 3, 2023, by and among Kingstone Companies, Inc., a Delaware corporation (the “Company”), Gregory Fortunoff (“G. Fortunoff”) and Scott Fortunoff (together with G. Fortunoff, the “Fortunoffs”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.
WHEREAS, based upon the recent performance of the Company, the Fortunoffs believe there is no need for the continuation of G. Fortunoff’s Board observer status.
For good and valuable consideration, the receipt and sufficiency are hereby acknowledged, the parties agree as follows:
Paragraphs (a), (b) and (c) of Section 1 of the Agreement are hereby terminated and of no further force or effect.
The Fortunoffs are no longer required to comply with Section 1(g)(ii) of the Agreement; provided, however, that the foregoing not to be construed to limit their obligations under applicable securities laws.
The Company agrees that the Standstill Period shall terminate on the earlier of the Company’s 2025 annual meeting of stockholders and December 31, 2025, and that, during the Standstill Period, it will not intentionally disclose to the Fortunoffs any material information that is not publicly available.
G. Fortunoff is no longer required to comply with the first and last sentences of Section 3 of the Agreement; provided, however, that the foregoing shall not be construed to permit G. Fortunoff to violate the second sentence of such Section 3.
Following the execution of this Amendment, the Company will file a Form 8-K announcing this Amendment, in the form attached hereto Exhibit A.
The provisions of Sections 4, 5(a), 8, 11, 12, 13, 14 and 15 of the Agreement shall apply with equal force to this Amendment and are incorporated herein by reference.
Except as amended hereby, the Agreement, including, without limitation, Sections 2 and 6 thereof, shall continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date hereof.
| KINGSTONE COMPANIES, INC. | ||
|---|---|---|
| By: | /s/ Meryl Golden | |
| Name: | Meryl Golden | |
| Title: | Chief Executive Officer | |
| /s/ Gregory Fortunoff | ||
| Gregory Fortunoff | ||
| /s/ Scott Fortunoff | ||
| Scott Fortunoff |
Exhibit A
Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report December __, 2024
(Date of earliest event reported)
KINGSTONE COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-1665 | 36-2476480 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File No.) | (IRS Employer Identification<br><br> <br>Number) |
| 15 Joys Lane, Kingston, NY | 12401 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (845) 802-7900
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 |
|---|---|---|
| Common Stock, $0.01 par value per share | KINS | Nasdaq Capital Market |
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 December __, 2024, Kingstone Companies, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its agreement, dated as of March 3, 2023 (the “Agreement”), with Gregory Fortunoff (“G. Fortunoff”) and Scott Fortunoff, shareholders of the Company (the “Fortunoffs”). The Agreement had provided for, among other things, the grant to G. Fortunoff of Board observer status. Pursuant to the Amendment, the Fortunoffs indicated that, based upon the recent performance of the Company, they believe that there is no need for the continuation of G. Fortunoff’s Board observer status. Accordingly, pursuant to the Amendment, G. Fortunoff relinquished his right to serve as an observer to the Company’s Board of Directors or be nominated for a Board position.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. | |
|---|---|---|
| (d) | Exhibits. | |
| --- | --- | --- |
| 10.1 | Amendment No. 1, dated as of December 9, 2024, to Agreement, dated as of March 3, 2023, by and among Kingstone Companies, Inc., Gregory Fortunoff and Scott Fortunoff |
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.
| KINGSTONE COMPANIES, INC. | ||
|---|---|---|
| Dated: December __, 2024 | By: | |
| Meryl Golden | ||
| Chief Executive Officer |