false 0000033992 NASDAQ 0000033992 2023-03-06 2023-03-06

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 |