Current Report Filing (8-k)
July 08 2022 - 11:58AM
Edgar (US Regulatory)
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0000355379
2022-07-01
2022-07-01
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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):
July 1, 2022
Midwest
Holding Inc.
(Exact name of registrant as specified in its
charter)
delaware |
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001-39812 |
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20-0362426 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
|
(IRS Employer Identification No.) |
2900
South 70th Street, Suite 400
Lincoln,
Nebraska 68506
(Address of principal executive offices) (Zip
Code)
(402)
489-8266
(Registrant’s telephone number, including
area code)
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Not
Applicable |
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(Former name or former address, if changed since last
report) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of
each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Voting
Common Stock, $0.001 par value |
MDWT |
NASDAQ
Stock Market LLC |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 1, 2022, the
Company appointed Daniel S. Maloney as its Principal Accounting Officer (“PAO”). As previously reported, Debra Havranek retired
as our previous PAO on June 30, 2022. Mr. Maloney began his employment with the Company on May 23, 2022, in the position
of Executive Vice President of Accounting and Finance.
Mr. Maloney’s employment
is at-will and not subject to an employment agreement. Mr. Maloney’s initial annual base salary is $225,000 and he is eligible
for an annual discretionary targeted bonus of 50% of his base salary with a prorated guaranteed bonus of $10,000 (payable in December 2022)
and $65,625 (payable in March 2023) for the 2022 performance year.
In connection with his employment,
Mr. Maloney was granted a stock option for 10,000 shares of the Company’s voting common stock with an exercise price of $11.20
which was the fair market value as of the date of grant. The option vests in equal installments on the second and fourth anniversaries
of the start date of his employment and is subject to his continuous employment with the Company and expires 10 years from the date of
grant.
Mr. Maloney also receives
other benefits as are customarily provided to similarly situated employees of the Company, including paid vacation, coverage under the
Company’s medical, life, disability and other insurance plans, and reimbursement for all reasonable business expenses in accordance
with the Company’s expense reimbursement policy. Mr. Maloney also received $17,500 in connection with his relocation and moving
expenses.
Immediately prior to joining
the Company, Mr. Maloney was Head of Accounting at Players Health, Inc., Minneapolis, Minnesota, an organization providing safety
and insurance services and products to athletes. From 2021 through part of 2022, Mr. Maloney was Controller for AM Re Syndicate, Inc.,
Dallas, Texas, a reinsurance provider for cyber, marine, transportation and general liability programs. From 2015 into 2021, Mr. Maloney
was Vice President, Controller for American Fidelity Assurance Company, Oklahoma City, Oklahoma, a company that provided supplemental
health insurance benefits and financial services. Prior to this, Mr. Maloney held various accounting positions in the insurance industry
and also worked for a public accounting firm, starting as a Staff Accountant and finishing as an Audit Manager. Mr. Maloney is a
Certified Public Accountant and earned a B.S. in Business (Major in Accounting) from Eastern Illinois University and an MBA from the University
of Illinois.
Item 9.01 Financial Statements and Exhibits.
(c) The following exhibits are filed as a part of this Report:
Exhibit No. |
Description |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
Dated: July 8, 2022.
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MIDWEST HOLDING INC. |
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By: |
/s/ Georgette C. Nicholas |
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Name: |
Georgette C. Nicholas |
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Title: |
Chief Executive Officer |
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