Kingstone Companies Enters Material Definitive Agreement
Ticker: KINS · Form: 8-K · Filed: May 24, 2024 · CIK: 33992
Sentiment: neutral
Topics: material-agreement, sales-agreement
TL;DR
Kingstone Companies signed a big deal, details to come.
AI Summary
On May 24, 2024, KINGSTONE COMPANIES, INC. filed an 8-K to report a material definitive agreement. The filing indicates a sales agreement was entered into, though specific details regarding the counterparty or financial terms are not immediately available in this excerpt.
Why It Matters
This filing signals a significant business transaction for Kingstone Companies, Inc., which could impact its future operations and financial performance.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement, which often involves significant financial commitments or strategic shifts, but lacks specific details in this excerpt.
Key Players & Entities
- KINGSTONE COMPANIES, INC. (company) — Registrant
- May 24, 2024 (date) — Date of Report
- Delaware (jurisdiction) — State of incorporation
- 36-2476480 (tax_id) — IRS Employer Identification No.
- 15 Joys Lane (address) — Principal executive offices
- Kingston (city) — Principal executive offices
- New York (state) — Principal executive offices
- 12401 (zip_code) — Principal executive offices
- ( 845 ) 802-7900 (phone_number) — Registrant's telephone number
FAQ
What is the nature of the material definitive agreement filed by KINGSTONE COMPANIES, INC.?
The filing indicates a 'SALES AGREEMENT' was entered into as a material definitive agreement.
When was this material definitive agreement reported?
The agreement was reported on May 24, 2024.
What is KINGSTONE COMPANIES, INC.'s state of incorporation?
KINGSTONE COMPANIES, INC. is incorporated in Delaware.
What is the principal executive office address for KINGSTONE COMPANIES, INC.?
The principal executive office is located at 15 Joys Lane, Kingston, New York 12401.
Does the filing provide details on the counterparty to the sales agreement?
This excerpt of the filing does not provide specific details on the counterparty to the sales agreement.
Filing Stats: 822 words · 3 min read · ~3 pages · Grade level 11.5 · Accepted 2024-05-24 16:22:23
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value per share KINS NASDAQ Cap
- $16.4 million — e offering price of up to approximately $16.4 million (the "Shares"). The Company is not obl
Filing Documents
- kins8k.htm (8-K) — 27KB
- ex1_1.htm (EX-1.1) — 210KB
- ex5_1.htm (EX-5.1) — 10KB
- 0001021771-24-000138.txt ( ) — 433KB
- kins-20240524.xsd (EX-101.SCH) — 4KB
- kins-20240524_lab.xml (EX-101.LAB) — 22KB
- kins-20240524_pre.xml (EX-101.PRE) — 16KB
- kins8k_htm.xml (XML) — 4KB
01
Item 1.01 Entry into a Material Agreement. On May 24, 2024, Kingstone Companies, Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with Janney Montgomery Scott LLC (the "Agent"), pursuant to which the Company may offer and sell, from time to time, through or to the Agent, shares of the Company's common stock, par value $0.01 per share, having an aggregate offering price of up to approximately $16.4 million (the "Shares"). The Company is not obligated to sell any Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell Shares from time to time based upon the Company's instructions, including any price, time or size limits or other customary parameters or conditions specified by the Company. Under the Sales Agreement, the Agent may sell Shares by any method permitted by law deemed to be an "at the market offering" under Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company will pay the Agent a commission equal to 2.0% of the gross sales price from each sale of Shares and provide the Agent with customary indemnification and contribution rights. The Sales Agreement may be terminated by the Agent or the Company at any time upon notice to the other party. The issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made pursuant to the Company's effective registration "SEC") on April 5, 2024, and declared effective on April 22, 2024. The offering is described in the Company's Prospectus Supplement, dated May 24, 2024, as filed with the SEC on May 24, 2024. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference t
Financial Statements and Exhibits
Financial Statements and Exhibits . (d) Exhibits. Number Description 1.1 Sales Agreement, dated as of May 24, 2024, by and between Kingstone Companies, Inc. and Janney Montgomery Scott LLC 5.1 Opinion of Certilman Balin Adler & Hyman, LLP 23.1 Consent of Certilman Balin Adler & Hyman, LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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: May 24, 2024 By: /s/ Meryl Golden Meryl Golden President and CEO