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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): February 5, 2025

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 February 5, 2025, a subsidiary of Kingstone Companies, Inc. (the “Company”) entered into a contract of sale with Ulster County, New York (the “County”) for the sale to the County of the Company’s headquarters building in Kingston, New York, along with an adjacent mixed-use property (collectively, the “Property”) (the “Contract of Sale”).  The purchase price for the Property is $3,600,000.  The closing of the sale is anticipated to take place in February or March 2025, subject to the satisfaction of the conditions to the closing.
The foregoing description of the Contract of Sale does not purport to be complete and is qualified in its entirety by reference to the full text of the Contract of Sale which is filed as Exhibit 10.1 hereto.
On February 5, 2025, the Company issued a press release with regard to the sale (the “Press Release”).  A copy of the Press Release is furnished as Exhibit 99.1 hereto.
Item 7.01
Regulation FD Disclosure.

See Item 1.01 above.

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
Contract of Sale, dated February 7, 2025, between 15 Joys Lane, LLC and The County of Ulster.
 
99.1
Press release, dated February 5, 2025, issued by Kingstone Companies, Inc.
 
104
Cover Page Interactive Data File (embedded within the inline XBRL document).

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:  February 5, 2025
By:
/s/ Meryl Golden
  
    Meryl Golden
  
    President and CEO
  
       
EX-10.1 2 ex10_1.htm CONTRACT OF SALE Ex 10.1
EX-99.1 3 ex99_1.htm PRESS RELEASE
Ex 99.1