Current Report Filing (8-k)

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): April 17, 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: [phone]

 

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. ☐

 

 

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Item 7.01

Regulation FD Disclosure.

 

On April 17, 2023, Kingsway Financial Services Inc. (the “Company”) issued a press release announcing the availability of a letter to its shareholders (the “Letter”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the Letter is furnished as Exhibit 99.2 to this Current Report on Form 8-K. A copy of the Letter can also be found on the Company’s website at: http://bit.ly/kfs2022.

 

The Company also announced that an addendum to the annual letter from Director Charlie Frischer has been made available and can be found on the Company’s website at: https://bit.ly/kfs2022-addendum. A copy of the addendum is furnished as Exhibit 99.3 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K provided under this Item 7.01 and Exhibit 99.1 attached hereto is being furnished to, and shall not be deemed “filed” with, the U.S. Securities and Exchange Commission or incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 

 

ITEM 9.01

Financial Statements and Exhibits.

 

(d)    Exhibits.

 

 

Exhibit Number		Description
99.1		Press Release titled “Kingsway Announces Availability of Annual Letter to Shareholders”
99.2		Annual Letter to Shareholders of Kingsway Financial Services Inc., dated April 17, 2023
99.3		Addendum to Annual Letter to Shareholders of Kingsway Financial Services Inc., dated April 17, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

   

 

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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: April 17, 2023				By:		/s/ Kent A. Hansen
						Name: Kent A. Hansen
						Title: Chief Financial Officer