PRHI 8-K
Presurance Holdings, Inc. (PRHI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event Reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (
(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:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|||
|
|
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.
Redemption Agreement
On February 27, 2026 (the “Redemption Date”), Presurance Holdings, Inc. (the “Company”) entered into a Redemption Agreement (the “Redemption Agreement”) with Clarkston Companies, Inc. (“Clarkston”), an entity affiliated with Jeffrey Hakala, a member of the Board of Directors of the Company, pursuant to which the Company agreed to repurchase and redeem, and immediately cancel and return to the status of authorized but unissued shares of preferred stock, all of the Series B preferred stock (the “Series B Preferred Stock”) of the Company for a redemption price equal to: (a) the issue price of $5,000 per share (the “Series B Preferred Stock Issue Price”) plus (b) accrued and unpaid dividends through the Redemption Date equal to $101.30 per share (the “Unpaid Dividends”).
In accordance with the Redemption Agreement, on the Redemption Date, the Company repurchased and redeemed all of the Company’s Series B Preferred Stock from Clarkston in full for an aggregate redemption price of $7.5 million. Pursuant to the Redemption Agreement, a portion of the purchase price equal to the Series B Preferred Stock Issue Price was offset against (a) an amount due to the Company from Clarkston under a Rights Offering Backstop Agreement, dated as of February 3, 2026, by and among the Company and Clarkston (the “Backstop Agreement”) entered into in connection with the Rights Offering (as described below under Item 3.02), and (b) the portion of the purchase price equal to the Unpaid Dividends.
The foregoing description of the Redemption Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Redemption Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Warrant Amendment
On February 26, 2026, the Company amended its common stock purchase warrant issued on February 27, 2025 (the “Warrant”) to correct certain errors and limit the rights granted to the holders of the Warrant (the “Warrant Amendment”).
All other terms of the Warrants remain unchanged.
The foregoing summary of the Warrant Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the Warrant Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On February 27, 2026, the Company completed its previously announced rights offering (the “Rights Offering”), which expired at 5:00 pm, New York City time, on February 24, 2026. Subscribers in the Rights Offering exercised rights to purchase an aggregate of 4,284,640 shares of the Common Stock, and the gross proceeds received from the subscribers in the Rights Offering was approximately $4.3 million.
Pursuant to the Backstop Agreement, Clarkston agreed to purchase all unsubscribed shares of Common Stock to be issued under the Rights Offering at a price of $1.00 per share (the “Backstop Commitment”). In satisfaction of the Backstop Commitment, Clarkston and its assignee (the “Backstop Purchasers”) paid an aggregate purchase price of approximately $2.2 million in cash together with the offset of proceeds of the repurchase and redemption of the Series B Preferred Stock described above under Item 1.01 and the Company issued 9,715,360 shares of Common Stock to the Backstop Purchasers. The gross cash proceeds received by the Company from the Backstop Commitment were approximately $2.2 million. All shares issued to the Backstop Purchasers in satisfaction of the Backstop Commitment were issued in a transaction pursuant to Section 4(a)(2) of the Securities Act of 1933.
Item 3.03. Material Modifications to Rights of Security Holders.
The information contained in Item 5.03 of this Current Report on Form 8-K regarding the Certificate of Designation (as defined below) is hereby incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year.
On February 26, 2026, the Company filed a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Designation of Series B Preferred Stock (the “Certificate of Designation”) of the Company to a) correct the Series B Preferred Stock dividend rate and b) allow the Company to redeem the Series B Preferred Stock at any time prior to the Maturity Date (as defined in the as defined in the Certificate of Designation of Series B Preferred Stock) by modifying Section 3.03 and Section 5.01 of the Certificate of Designation, respectively.
The foregoing description of the Certificate of Correction does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On February 27, 2026, the Company issued a press release announcing the closing on February 27, 2026 of its previously announced Rights Offering, which expired at 5:00 p.m., New York City time, on February 24, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|
(d) |
Exhibits. |
Exhibit No. |
|
Description |
3.1 |
|
|
4.1 |
|
|
10.1 |
|
|
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
|
|
Presurance Holdings, Inc. |
|
|
|
|
|
Date: February 27, 2026 |
|
By: |
/s/ BRIAN J. RONEY |
|
|
|
Brian J. Roney |
|
|
|
Chief Executive Officer |
EXHIBIT 3.1
CSCL/CD 518 (Rev. 07/25)
MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS |
|
Date Received |
(FOR BUREAU USE ONLY) AC1 This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. |
|
|
Name
Brian J. Roney
Address
3001 West Big Beaver Road, Suite 319
City State ZIP Code
Troy MI 48084
Document will be returned to the name and address you enter above. If left blank, document will be returned to the registered office.
CERTIFICATE OF CORRECTION
For use by Corporations and Limited Liability Companies
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23, Public Acts of 1993 (limited liability companies), the undersigned corporation or limited liability company executes the following certificate:
Presurance Holdings, Inc.
2. The identification number assigned by the Bureau is: |
800722912 |
Michigan
(Title of Document Being Corrected)
was filed by the Bureau on February 27, 2025 and that said document requires correction.
Section 3.03 was stated in error.
Section 5.01 was stated in error.
See attached.
Signed this 26th day of February , 2026 
By /s/ Brian J. Roney
(Signature)
Brian J. Roney, Chief Executive Officer
(Type or Print Name and Title)
Section 3.03 should be revised to state as follows:
3.03 Series B Dividend Rate. The “Series B Dividend Rate” shall mean an annualized rate equal to the prime rate of Waterford Bank, N.A. (“Waterford Bank”) on the date that is 30 days prior to the applicable Dividend Payment Date plus 600 basis points, provided, however, that if the Series B Dividend Rate shall ever be less than the Floor, then the Series B Dividend Rate shall be deemed to be the Floor.
Section 5.01 should be revised to state as follows:
5.01 Optional Redemption. The Corporation shall solely have the right on or after the Initial Issue Date and up to the Maturity Date, to redeem, at its option, in whole or in part, the Series B Preferred Shares (the “Optional Redemption”). Any such Optional Redemption shall be effected only out of funds legally available for such purpose. The Corporation may undertake multiple partial redemptions. Any redemption of the Series B Preferred Shares shall occur on a date set by the Corporation, subject to limitations contained in the first sentence of this Section 5.01 (the “Optional Redemption Date”), at an amount per share equal to the Series B Issue Price. The Series B Preferred Shares may be redeemed pro rata (unless otherwise agreed upon in writing by each Holder of Series B Preferred Shares), pursuant to Section 5.07.
Exhibit 4.1
FIRST AMENDMENT TO
WARRANT TO PURCHASE COMMON STOCK
This First Amendment to Warrant to Purchase Common Stock (this “Amendment”) is made effective as of February [26], 2026, by and between Presurance Holdings, Inc. (formerly known as Conifer Holdings, Inc.), a Michigan corporation (the “Company”), and Clarkston Companies, Inc. (the “Holder”).
Background
The Holder holds a Warrant to Purchase Shares of Common Stock issued by the Company represented by Warrant Certificate No. 2025-1 which was originally issued to Clarkston 91 West LLC and then transferred to the Holder (the “Warrant”).
The Company and the Holder desire to amend the Warrant to update the provisions regarding distributions by the Company contained in the Warrant.
Now, Therefore, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
Agreement
“b. Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of shares of the Common Stock for no consideration (i) evidences of its indebtedness or (ii) any security (other than a distribution of shares of the Common Stock covered by the preceding paragraph and excluding rights to subscribe for or purchase any security) (in each case, a “Distribution”), other than in connection with a reclassification as to which Section 9c applies, then in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of the Common Stock acquirable upon complete exercise of this Warrant immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of the Common Stock are to be determined for the participation in such Distribution.
1
Exhibit 4.1
Signature on the Following Page
2
Exhibit 4.1
In Witness Whereof, this First Amendment to Warrant to Purchase Common Stock is hereby executed effective as of the date first above written.
THE COMPANY:
Presurance Holdings, Inc. By: /s/ Brian J. Roney Name: Brian J. Roney Title: Chief Executive Officer
|
|
THE HOLDER:
Clarkston Companies, Inc.
By: /s/ Jeffrey Hakala
Name: Jeffrey Hakala
Title: Chief Executive Officer
Signature page to
First Amendment to Warrants to Purchase Next Series Preferred Units
Exhibit 10.1
REDEMPTION AGREEMENT
This Redemption Agreement (“Agreement”) is made effective as of February 27, 2026, by and between Presurance Holdings, Inc., a corporation organized under the laws of the state of Michigan (the “Company”), and Clarkston Companies, Inc, a corporation organized under the laws of the state of Michigan (“Clarkston”).
WHEREAS, Clarkston owns 1,500 Series B Preferred shares of the Company, no par value per share; and
WHEREAS, the Company desires to purchase all of the Series B preferred shares held by Clarkston (the “Purchased Shares”), and Clarkston is willing to sell the Purchased Shares to the Company, on the terms and conditions of this Agreement.
Therefore, the Company and Clarkston agree as follows:
Section 1. Purchase and Sale of Purchased Shares; Closing.
(a) Purchase and Sale. Clarkston hereby agrees to sell, assign, transfer and deliver to the Company, and the Company hereby agrees to purchase from Clarkston, the Purchased Shares for a purchase price per Purchased Share equal to (i) the Series B Issue Price (as defined in the Certificate of Designation of Series B Preferred Stock) of $5,000 per Purchased Share plus (ii) unpaid dividends through the date hereof equal to $151,952.05 per Purchased Share. The Company and Clarkston agree that a portion of the purchase price equal to the Series B Issue Price shall be offset against an amount due to the Company from Clarkston under that certain Rights Offering Backstop Agreement between the Company and Clarkston dated as of February 3, 2026 and the portion of the purchase price equal to the unpaid dividends shall be paid by the Company in cash by wire transfer of immediately available funds to an account designated by Clarkston.
(b) Closing. The transactions contemplated by this Agreement are being consummated (the “Closing”) concurrently with the execution of this Agreement by the delivery by Clarkston of an irrevocable stock power with respect to the Purchased Shares duly executed by Clarkston in substantially the form attached as Exhibit A, and the offset and cash payment by the Company to Clarkston required by Section 1(a).
Section 2. Representations and Warranties.
(a) By Clarkston. Clarkston represents and warrants to the Company as follows, which representations and warranties will survive the Closing of the transactions contemplated in Section 1 above:
(b) By the Company. The Company represents and warrants to Clarkston as follows, which representations and warranties will survive the Closing of the transactions contemplated in Section 1 above:
2
EXCEPT AS SET FORTH IN THIS SECTION 2, NEITHER PARTY MAKES OR IS RELYING ON ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE PURCHASED SHARES, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND ANY PURPORTED ADDITIONAL REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.
Section 3. Expenses. Each party will be responsible for its own fees and expenses incurred in connection with this Agreement.
Section 4. Implementation of Agreement. The Company and Clarkston each agree to take or cause to be taken all such actions and execute and deliver or cause to be executed or delivered all such documents as the other may reasonably request in order to carry out and implement the terms and provisions of this Agreement.
Section 5. Severability. If any term or provision of this Agreement is held to be invalid, void or unenforceable, the remaining terms and provisions of the Agreement will remain in full force and effect.
Section 6. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflicts of law principles.
Section 7. Successors and Assigns; No Third Party Rights. This Agreement will be binding upon and inure to the benefit of the Company, Clarkston and their respective successors and assigns. As used herein, “successors and assigns” of a corporation include, but are not limited to, affiliates and any corporation or other business entity into or with which such corporation will be merged, consolidated, liquidated or reorganized. This Agreement will not confer upon any person or entity other than the parties hereto and their respective successors and assigns any rights or remedies.
Section 8. Waiver. A waiver by either party of a breach of any term or provision of this Agreement will not operate as or be construed to be a waiver of any other breach of such term or provision of this Agreement. The failure of a party to insist upon strict adherence to any term or provision of this Agreement in one or more instances will not deprive that party of the right thereafter to insist upon strict adherence to that term or provision or any other term or provision of this Agreement.
3
Section 9. Counterparts; Headings. This Agreement may be executed in counterparts, each of which, when executed, will be deemed to be an original and when taken together will constitute one and the same agreement. The headings contained in this Agreement are for reference only and will not affect in any way the meaning or interpretation of this Agreement.
Section 10. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties with respect to its subject matter. This Agreement may not be modified, amended, altered or supplemented except by a written agreement signed by the Company and Clarkston. The terms of this Agreement are contractual, not merely recital. The principle of contract construction against the drafter will not apply to the interpretation, construction or enforcement of this Agreement.
Signature Page Follows
4
IN WITNESS WHEREOF, the parties have executed and delivered this Redemption Agreement effective as of the date first above written.
|
PRESURANCE HOLDINGS, INC.
By: /s/ Brian J. Roney Brian J. Roney Its: Chief Executive Officer the “Company”
|
|
CLARKSTON COMPANIES, INC.
By: /s/ Jeffrey Hakala Jeffrey Hakala Its: Chief Executive Officer
“Clarkston” |
[Signature Page to Redemption Agreement]
Exhibit A
FORM OF irrevocable stock power
FOR VALUE RECEIVED, Clarkston Companies, Inc. (“Transferor”) hereby irrevocably sells, assigns and transfers unto Presurance Holdings, Inc., a corporation organized under the laws of the state of Michigan (the “Company”) a total of 1,500 Series B Preferred shares of the Company, no par value per share, standing in its name on the books of the Company and represented by Certificate Nos. BP-1 and BP-2, and does hereby irrevocably constitute and appoint the Secretary of the Company as its attorney to transfer said stock on the books of the Company with full power of substitution in the premises.
TRANSFEROR:
Date: February 27, 2026 CLARKSTON COMPANIES, INC.
By: /s/ Jeffrey Hakala
Jeffrey Hakala
Its: Chief Executive Officer
A-1
NEWS RELEASE
Presurance Holdings ANNOUNCES CLOSING OF RIGHTS OFFERING
TROY, Mich., Feb. 27, 2026 (GLOBE NEWSWIRE) -- Presurance Holdings, Inc. (Nasdaq: PRHI) (“Presurance” or the “Company”) today announced the closing of its rights offering (the “Rights Offering”), previously detailed in the Company’s Current Report on Form 8-K filed on January 28, 2026.
Pursuant to the terms of the Rights Offering, 4,284,640 shares of the Company’s common stock, no par value (the “Common Stock”), were purchased upon the exercise of the subscription rights at the subscription price of $1.00 per share of Common Stock at the closing of the Rights Offering on February 27, 2026 (the “Closing”).
Pursuant to the Rights Offering Backstop Agreement, dated as of February 3, 2026, by and between the Company and Clarkston Companies, Inc. (“Clarkston”), Clarkston agreed to purchase all unsubscribed shares of Common Stock to be issued in connection with the Rights Offering at a price of $1.00 per share (the “Backstop Commitment”). In satisfaction of the Backstop Commitment, Clarkston and its assignee purchased an aggregate of 9,715,360 shares of Common Stock from the Company. In connection with the fulfillment of the Backstop Commitment, the Company redeemed its Series B Preferred Stock and paid all accrued dividends on the Series B Preferred Stock.
The Company received an aggregate of $14,000,000 in gross proceeds from the Rights Offering and under the Backstop Commitment. Further to the use of proceeds described in the registration statement and prospectus for the Rights Offering, the Company is using the proceeds from the Rights Offering for the redemption of the Series B Preferred Stock and for general corporate purposes.
Pursuant to the terms of the Rights Offering, the subscription rights (the “Rights”) that were not properly exercised by 5:00 p.m., Eastern Time, on February 24, 2026 expired and became of no further force or effect. The Rights Offering is terminated with respect to shares not issued at the Closing.
The Rights Offering was made pursuant to the Company’s registration statement on Form S-1 (File No. 333-292735), as amended, which was declared effective by the Securities and Exchange Commission (the “SEC”) on February 6, 2026. A final prospectus describing the terms of the Rights Offering was filed with the SEC on February 6, 2026.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Rights, Common Stock or any other securities, nor will there be any offer, solicitation or sale of any of the Rights, Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.
About Presurance Holdings
Presurance Holdings, Inc. is a Michigan-based property and casualty holding company. Through its subsidiaries, the Company provides specialty insurance coverage with a focus on disciplined growth and long-term value creation. The Company trades on the Nasdaq Capital Market under the symbol PRHI. Additional information can be found on the Company’s website at ir.PREHLD.com.