false 0001072627 0001072627 2023-12-23 2023-12-23
 
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 23, 2023
 
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) 766-2138
 
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 1.02. Termination of a Material Definitive Agreement.
 
As previously disclosed, on October 19, 2023, Kingsway Search Xcelerator Inc. (“Kingsway Buyer”), a subsidiary of Kingsway Financial Services Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Agreement”) with National Institute of Clinical Research Inc. (the “Seller”) and Dr. Sali Aswad (the “Shareholder”).
 
On December 23, 2023, Kingsway Buyer delivered written notice to the Seller and the Shareholder that effective immediately it has terminated the Agreement as a result of the Seller’s and the Shareholder’s uncured breaches of certain representations, warranties, covenants and agreements and the resulting inability of the Seller and the Shareholder to satisfy the conditions to Kingsway Buyer’s obligation to consummate the transactions contemplated by the Agreement.
 
 
 
 
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: December 29, 2023
By:
/s/ Kent A. Hansen
 
Name:
Kent A. Hansen
 
Title:
Chief Financial Officer
 
 
 
v3.23.4
Document And Entity Information
Dec. 23, 2023
Document Information [Line Items]  
Entity, Registrant Name KINGSWAY FINANCIAL SERVICES INC.
Document, Type 8-K
Document, Period End Date Dec. 23, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-15204
Entity, Tax Identification Number 85-1792291
Entity, Address, Address Line One 10 S. Riverside Plaza, Suite 1520
Entity, Address, City or Town Chicago
Entity, Address, State or Province IL
Entity, Address, Postal Zip Code 60606
City Area Code 312
Local Phone Number 766-2138
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol KFS
Security Exchange Name NYSE
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001072627
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