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EX-99.1 - EXHIBIT 99.1 - MIDWEST HOLDING INC.tm2034654d12_ex99-1.htm

 

 

 

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): December 9, 2020

 

Midwest Holding Inc.

(Exact name of registrant as specified in its charter)

 

DELAWARE   000-10685   20-0362426
(State or other jurisdiction
of incorporation)
  (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)

 

Not Applicable

(Former name or former address, if changed since last report)  

 

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
     

 

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 8.01  Other Events.

 

On December 9, 2020, Midwest Holding Inc. (the “Company”) issued a press release announcing the commencement of a proposed underwritten public offering of 1,000,000 shares of its voting common stock, subject to market and other conditions, . The Company has also granted the underwriters a 30-day option to purchase up to an additional 150,000 shares of its voting common stock to cover over-allotments, if any. A registration statement on Form S-1 relating to the proposed offering has previously been filed with the Securities and Exchange Commission, but has not yet become effective. No shares of the Company’s voting common stock may be sold, nor may offers to buy such shares be accepted, prior to the time the registration statement becomes effective. The press release announcing the commencement of the proposed public offering is attached hereto as Exhibit 99.1 and is incorporated by reference herein. 

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)  Exhibits.

 

The following exhibit is filed herewith:

 

Exhibit    
No.   Description
99.1   Press Release dated December 9, 2020.

 

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: December 9, 2020

 

  MIDWEST HOLDING INC.
   
  By: /s/ Mark A. Oliver
  Name: Mark A. Oliver
  Title: President

 

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