Presurance Holdings, Inc. 10-Q

ITEM 5. OTHER INFORMATION (a) Unregistered sales of Equity Securities and Use of Proceeds after June 30, 2022 On May 9, 2022, the Company’s Board of Directors authorized a subscription agreement for a private placement stock purchase offering wherein the Company was authorized to sell a maximum of $5.0 million of the Company’s common stock, no par value per share, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D as promulgated under the Securities Act and in accordance with applicable federal securities laws.. The participants in the private placement consisted mainly of members of the Company's Board of Directors. Under this private placement offering, the Company issued $5.0 million of common equity consisting of 2,500,000 shares at a price of $2.00 per share on August 10, 2022. The Company's common stock closing market price on the Nasdaq Stock Market on August 9, 2022, was $1.51 per share. The offering was made to accredited investors only. No commissions or other remuneration were paid in connection with the issuance. The actual timing, number and value of shares to be issued under the private placement offering was determined by management in its discretion and depended on a number of factors, including the market price of the Company’s stock, general marketing conditions, and other factors. The Company used the proceeds for growth capital in the Company's specialty core commercial business segments. (b) Amendment of Line of Credit after June 30, 2022 The Company maintains a $10.0 million line of credit with a national bank (the “Lender”). The line of credit bears interest at the London Interbank rate ("LIBOR") plus 2.75% per annum, payable monthly. On June 18, 2021, the line of credit was renewed with a maturity of December 1, 2022. As of June 30, 2022, the Company had no balance outstanding on the line of credit but was out of compliance on the tangible net worth and debt-to-total capital debt covenants on the line of credit. On August 8, 2022, the Company entered into an amendment with the Lender which waived the June 30, 2022 debt covenant breaches, eliminated the financial debt covenant requirements going forward and requires prior bank approval for any future draws on the line of credit. (c) Federal Home Loan Bank of Indiana Loan One of the Company’s Insurance Company Subsidiaries borrowed $14.5 million from the Federal Home Loan Bank of Indiana on July 7, 2022. See Note 14 ~ Subsequent Events for more information. 38 ITEM 6. EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form Period Ending Exhibit / Appendix Number Filing Date 10.29 Six Amendment to Credit Agreement dated as of August 8, 2022 between the Company and the Huntington National Bank 31.1 Section 302 Certification — Co-CEO 31.2 Section 302 Certification — Co-CEO 31.3 Section 302 Certification — CFO 32.1* Section 906 Certification — Co-CEO 32.2* Section 906 Certification — Co-CEO 32.3* Section 906 Certification — CFO 101.INS inline XBRL Instance Document 101.SCH inline XBRL Taxonomy Extension Schema Document 101.CAL inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF inline XBRL Taxonomy Extension Definition Linkbase 101.LAB inline XBRL Taxonomy Extension Label Linkbase 101.PRE inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Date File (embedded within the Inline XBRL document) * This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 39 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, thereunto duly authorized. CONIFER HOLDINGS, INC. By: /s/ Harold J. Meloche Harold J. Meloche Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer Dated: August 10, 2022 40