Kingstone Companies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

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)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
KINS	KINS	NASDAQ Capital Market

On August 30, 2024, Kingstone Companies, Inc. (the “Company”) entered into a Note Exchange Agreement (the “Exchange Agreement”) with the holders (the “Noteholders”) of the Company’s outstanding 12.0% Senior Notes due 2024 in the aggregate principal amount of $19,950,000 (the “Existing Notes”).

Pursuant to the Exchange Agreement, at the closing scheduled for September 12, 2024, the Noteholders will exchange their respective Existing Notes for the following: (i) new 13.75% Senior Notes due June 30, 2026 of the Company in the aggregate principal amount of $14,950,000 (the “New Notes”); and (ii) cash in the aggregate amount of $5,000,000, together with accrued interest on such amount.  Pursuant to the Exchange Agreement, the expiration date of the warrants for the purchase of an aggregate of 969,525 shares of common stock of the Company (the “Warrants”), issued in 2022 concurrently with the issuance of the Existing Notes, will be extended to June 30, 2026.

The foregoing descriptions of the Exchange Agreement and the New Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Exchange Agreement, including the form of the New Notes included as an exhibit thereto, which is filed herewith as Exhibit 10.1.

Reference is made to Item 1.01 above with regard to the issuance of the New Notes.

Reference is made to Item 1.01 above with regard to the extension of the expiration date of the Warrants.

On September 3, 2024, the Company issued a press release (the “Press Release”) announcing that the Company has entered into the Exchange Agreement.   A copy of the Press Release is furnished as Exhibit 99.1 hereto.

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 of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Report 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.

10.1

Note Exchange Agreement, dated as of August 30, 2024, between the Company and the holders of the Existing Notes.

10.2

Form of 13.75% Note due 2026 issued by the Company (included as Exhibit 1 to the Note Exchange Agreement filed as Exhibit 10.1 hereto).

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:  September 3, 2024	By:	/s/ Meryl Golden
		Meryl Golden
		President and CEO