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Material Agreement · Reg FD Disclosure

Filed Mar 6, 2023 · 3y ago · Accession 0001021771-23-000024

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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): March 6, 2023 KINGSTONE COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware   000-01665   36-2476480 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) 15 Joys Lane 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 March 6, 2023, Kingstone Companies, Inc. (the “Company”) entered into an agreement with Gregory Fortunoff and Scott Fortunoff with regard to the granting to Gregory Fortunoff of Board observer status (the “Agreement”).  Gregory Fortunoff and Scott Fortunoff, along with other family members, own in the aggregate more than 9% of the outstanding common stock of the Company. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein. Item 7.01 Regulation FD Disclosure . On March 6, 2023, the Company issued a press release (the “Press Release”) announcing that it has entered into the Agreement with regard to the granting to Gregory Fortunoff of Board observer status. The information in the Press Release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Current Report on Form 8-K with respect to the Press Release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Report with respect to the Press Release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. Item 9.01 Financial Statements and Exhibits . (d) Exhibits .           10.1 Agreement, dated as of March 3, 2023, by and among Kingstone Companies, Inc., Gregory Fortunoff and Scott Fortunoff     99.1 Press release, dated March 6, 2023, issued by Kingstone Companies, Inc.   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:  March 6, 2023 By: /s/ Barry B. Goldstein       Barry B. Goldstein       President and CEO
Filing details
Ticker
KINS
CIK
33992
Form type
8-K
Filing date
Mar 6, 2023
Report date
Mar 6, 2023
Document
form8k.htm
Size
2.8 MB