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 8, 2025
KINGSTONE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
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000-01665
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36-2476480
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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120 Wood Road
Kingston, New York
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12401
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(Address of principal executive offices)
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(Zip code)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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KINS
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NASDAQ Capital Market
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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 4.01.
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Changes in Registrant’s Certifying Accountant.
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(a) Resignation of Independent Registered Public Accounting Firm
On November 1, 2024, CBIZ CPAs P.C. (“CBIZ”) acquired the attest business of Marcum LLP (“Marcum”). On April 8, 2025, Marcum
informed Kingstone Companies, Inc. (the “Company”) that Marcum resigned as the Company’s independent registered public accounting firm as a result of such acquisition. See Item 4.01(b) below with regard to the engagement of CBIZ as the Company’s
independent registered public accounting firm.
The audit report of Marcum on the Company’s consolidated financial statements as of and for the fiscal years ended December 31,
2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s fiscal years ended December 31, 2024 and 2023, and the subsequent period through April 8, 2025, there were
no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, or (ii) “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided Marcum with a copy of the foregoing disclosures
and has requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Committee stating whether Marcum agrees with the statements made by the Company set forth above. A copy of Marcum’s letter, dated April 8, 2025,
is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On April 8, 2025, the Audit Committee of the Company’s Board of Directors engaged CBIZ as the Company’s independent registered
public accounting firm.
During the fiscal years ended December 31, 2024 and 2023, and the subsequent period through April 8, 2025 neither the Company,
nor any party on behalf of the Company, consulted with CBIZ with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements, and no written report or oral advice was provided to the Company by CBIZ that CBIZ concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial
reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Number
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Description
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16.1
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Letter from Marcum LLP dated April 8, 2025
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104
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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, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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KINGSTONE COMPANIES, INC.
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Dated: April 8, 2025
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By:
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/s/ Meryl Golden
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Meryl Golden
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President and CEO
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