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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 29, 2022
 
KINGSWAY FINANCIAL SERVICES INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of
Incorporation)
  
001-15204
(Commission File
Number)
  
85-1792291
(IRS Employer
Identification No.)
 
10 S. Riverside Plaza, Suite 1520, Chicago IL 60606
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (312) 766-2144
 
Not Applicable
(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
Common Stock, par value $0.01 per share
KFS
New York Stock Exchange
 
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 2.01 Completion of Acquisition or Disposition of Assets.
 
On December 29, 2022, TRT Leaseco, LLC (“Kingsway Seller”), an indirect subsidiary of Kingsway Financial Services Inc. (the “Company”), completed its previously announced sale (the “TRT Sale”) of certain real property in Liberty County, Texas that is currently operated as a railyard, pursuant to that certain Purchase and Sale Agreement (the “Agreement”), effective as of December 22, 2022, by and between Kingsway Seller and BNSF Dayton LLC (“Purchaser”).
 
The material terms of the Agreement were previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2022 (the “Announcement 8-K”), which is incorporated herein by reference. The description of the Agreement included or incorporated by reference in this Current Report on Form 8-K does not purport to be complete, and is subject to, and qualified in its entirety by, the terms of the Agreement, which was filed as Exhibit 10.1 to the Announcement 8-K, and is incorporated herein by reference.
 
Item 7.01 Regulation FD Disclosure.
 
On December 29, 2022, the Company issued a press release announcing the closing of the TRT Sale. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
The information contained in Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
Item 9.01
Financial Statements and Exhibits.
 
(b) Pro forma financial information.
 
The pro forma financial information required pursuant to Article 11 of Regulation S-X is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
 
(d) Exhibits.
 
 
Exhibit
Number
  
Description
     
10.1   Purchase and Sale Agreement dated December 22, 2022, by and between TRT Leaseco, LLC, as Seller, and BNSF Dayton LLC, as Purchaser (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 23, 2022)
99.1   Kingsway Financial Services Inc. Press Release dated December 29, 2022
99.2
  
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
       
 
KINGSWAY FINANCIAL SERVICES INC.
     
Date: January 5, 2023
By:
  
/s/ Kent A. Hansen
     
Kent A. Hansen
     
Chief Financial Officer
 
 
 
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