UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2024
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number 001-37536
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip code)
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(248 ) 559-0840
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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The
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the registrant’s Common Stock held by non-affiliates at June 30, 2024 was approximately $2.8 million, based on the Nasdaq closing price for such shares on that date. The registrant has no non-voting common equity.
The number of outstanding shares of the registrant’s common stock, no par value, as of April 28, 2025, was 12,222,881 .
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Auditor Name:
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Auditor Location:
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PCAOB ID No.
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EXPLANATORY NOTE
This Amendment No. 2 to the Annual Report on Form 10-K (this “Amendment” or “Form 10-K/A”) amends the Annual Report on Form 10-K for the fiscal year
ended December 31, 2024, originally filed on March 28, 2025 by Conifer Holdings, Inc., a Michigan corporation (“Conifer” or the “Company”) as amended by Amendment No. 1 to the Annual Report on Form 10-K, filed on April 30. 2025 (together, the
“Original Form 10-K”). Conifer is filing this Amendment for the purpose of amending the beneficial ownership table contained in Part III, Item 12 to correct a clerical error in calculation of the beneficial ownership percentage of all named
executive officers and directors as a group in the Original Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment also contains new certifications by
the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(a)(3) of Part IV is amended to include the currently dated certifications as exhibits. Because
no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.
Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except for the amendments described above, this Form 10-K/A does not modify or update the disclosures in, or exhibits to, the Original Form 10-K.
CONIFER HOLDINGS, INC. AND SUBSIDIARIES
Form 10-K/A
INDEX
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Page No.
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Part III
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Items 12.
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3
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Part IV
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Item 15.
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5
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6
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2
CONIFER HOLDINGS, INC. AND SUBSIDIARIES
PART III
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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The following table sets forth certain information with respect to the beneficial ownership of our common stock and Series B Preferred Stock as of April
7, 2025 for:
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each of our directors and nominees for director;
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each of our named executive officers;
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all of our current directors and named executive officers as a group; and
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each person or group, who beneficially owned more than 5% of our common stock.
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We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with
respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community
property laws where applicable.
We have based our calculation of the percentage of beneficial ownership on 12,222,881 shares of our common stock outstanding as of April 7, 2025 and
1,500 shares of Series B Preferred Stock, with an aggregate of 2,443,353 votes. There are 315,000 authorized shares of our common stock that will be issued in the future pursuant to stock option awards. The table below reflects only outstanding
shares relating to exercisable stock options as of 60 days following April 7, 2025.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Conifer Holdings, Inc., 3001 West Big Beaver Road,
Suite 319, Troy, MI 48084. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.
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Name of Beneficial Owner
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Number of
Shares
Beneficially
Owned
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Number
of Shares
of
Series B
Preferred
Stock
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Percentage
of Shares
Beneficially
Owned (1)
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Named Executive Officers and Directors:
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Brian Roney (2)
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634,232
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4.0
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%
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Harold Meloche (3)
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88,588
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*
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Timothy Lamothe
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17,351
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*
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Joseph Sarafa
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350,000
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2.4
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%
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R. Jamison Williams, Jr.
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440,752
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3.0
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%
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Isolde O'Hanlon
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5,000
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*
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John Melstrom
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25,000
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*
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Jeffrey Hakala (4)
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3,735,769 |
1,500 (2,443,353 votes)
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42.1
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%
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Gerald Hakala (4)
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3,735,769
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1,500 (2,443,353 votes)
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42.1 |
%
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J. Grant Smith
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—
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—
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*
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Nicholas Petcoff (5)
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275,314
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1.9
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% |
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All named executive officers and directors as a group (10 persons) (6)
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5,124,193
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1,500 (2,443,353 votes)
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50.9
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%
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Other Beneficial Owners
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Clarkston Ventures, LLC (7)
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3,735,769
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1,500 (2,443,353 votes)
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42.1
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%
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James Petcoff (8)
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3,437,647
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23.5
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%
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* Less than one percent.
(1) Percentage based on 14,666,234 total votes, based on: (i) 12,222,881 shares of common stock and (ii) 1,500 shares of Series B Preferred Stock
(holding voting rights of 2,443,353 votes)outstanding as of April 7, 2025.
(2) Includes 183,000 shares underlying outstanding stock options.
(3) Includes 16,000 shares underlying outstanding stock options.
(4) The shares of common stock are held directly by Clarkston Ventures, LLC (“CV”) and indirectly by Jeffrey Hakala and Gerald Hakala, who are both
Co-Chief Investment Officers of CV. The shares of Series B Preferred Stock are held by Clarkston 91 West LLC and are also held indirectly by Jeffrey Hakala and Gerald Hakala. Jeffrey Hakala and Gerald Hakala disclaim beneficial ownership in the
shares held by CV except to the extent of their pecuniary ownership therein.
(5) Mr. Petcoff’s employment terminated on August 30, 2024.
(6) Includes 199,000 shares underlying outstanding stock options.
(7) Based on information known to the Company. Includes 3,735,669 shares of common stock held by Clarkston Ventures, LLC and 1,500 shares of Series B
Preferred Stock held by Clarkston 91 West LLC, each affiliates of Jeffrey Hakala and Gerald Hakala. The address of CV is 81 West Long Lake Road, Bloomfield Hills, MI, 48304.
(8) Based solely on information contained in Amendment No. 8 to Schedule 13D/A. Mr. J. Petcoff reports he has the sole voting and dispositive powers
over all of the shares.
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PART IV
(a) The following documents are filed as part of this report:
(3) Exhibits.
CONIFER HOLDINGS, INC.
Exhibit Index
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Incorporated by Reference
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Exhibit
Number
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Exhibit Description
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Form
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Period
Ending
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Exhibit /
Appendix
Number
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Filing Date
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Filed /
Furnished Herewith
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Section 302 Certification — CEO
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Section 302 Certification — CFO
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101.INS
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inline XBRL Instance Document
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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101.SCH
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inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document
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*
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104
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Cover Page Interactive Data file (embedded within the inline XBRL document)
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5
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CONIFER HOLDINGS, INC.
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By:
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/s/ Brian J. Roney
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Brian J. Roney
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Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ Harold J. Meloche
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Harold J. Meloche
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Chief Financial Officer and Treasurer
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(Principal Accounting and Financial Officer)
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| Dated: May 9, 2025 | ||
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