Presurance (Nasdaq: PRHI) raises $14M and retires Series B preferred stock
Rhea-AI Filing Summary
Presurance Holdings, Inc. completed a rights offering and related financing that raised an aggregate of $14,000,000 in gross proceeds from subscribers and backstop purchasers. Investors exercised rights to buy 4,284,640 common shares at $1.00 per share, and backstop purchasers acquired 9,715,360 additional shares.
The company used a substantial portion of the proceeds to repurchase and redeem all outstanding Series B Preferred Stock from an affiliate of a board member for an aggregate redemption price of $7.5 million, including accrued dividends, and to pay all accrued preferred dividends. Remaining funds are earmarked for general corporate purposes. Presurance also filed a Certificate of Correction to the Series B designation and amended an existing warrant to correct errors and limit holder rights.
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Insights
Presurance raises $14M, retires costly preferred stock, and simplifies its capital structure.
Presurance Holdings raised $14,000,000 through a rights offering and a backstop agreement, issuing 4,284,640 shares to subscribers and 9,715,360 shares to backstop purchasers at $1.00 per share. This brings in new equity capital while broadening the common shareholder base.
The company then used $7.5 million to redeem all Series B Preferred Stock, including $101.30 per share in accrued dividends. Eliminating this preferred layer can reduce future dividend obligations and clean up the capital stack, though it comes with meaningful common equity issuance.
Governance-wise, the redemption involved Clarkston Companies, Inc., an entity affiliated with a director, under a previously disclosed backstop agreement. The firm also corrected the Series B Certificate of Designation and amended an existing warrant to fix errors and limit warrant-holder rights, which clarifies terms for future periods.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Redemption Agreement
On February 27, 2026 (the “Redemption Date”), Presurance Holdings, Inc. (the “Company”) entered into a Redemption Agreement (the “Redemption Agreement”) with Clarkston Companies, Inc. (“Clarkston”), an entity affiliated with Jeffrey Hakala, a member of the Board of Directors of the Company, pursuant to which the Company agreed to repurchase and redeem, and immediately cancel and return to the status of authorized but unissued shares of preferred stock, all of the Series B preferred stock (the “Series B Preferred Stock”) of the Company for a redemption price equal to: (a) the issue price of $5,000 per share (the “Series B Preferred Stock Issue Price”) plus (b) accrued and unpaid dividends through the Redemption Date equal to $101.30 per share (the “Unpaid Dividends”).
In accordance with the Redemption Agreement, on the Redemption Date, the Company repurchased and redeemed all of the Company’s Series B Preferred Stock from Clarkston in full for an aggregate redemption price of $7.5 million. Pursuant to the Redemption Agreement, a portion of the purchase price equal to the Series B Preferred Stock Issue Price was offset against (a) an amount due to the Company from Clarkston under a Rights Offering Backstop Agreement, dated as of February 3, 2026, by and among the Company and Clarkston (the “Backstop Agreement”) entered into in connection with the Rights Offering (as described below under Item 3.02), and (b) the portion of the purchase price equal to the Unpaid Dividends.
The foregoing description of the Redemption Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Redemption Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Warrant Amendment
On February 26, 2026, the Company amended its common stock purchase warrant issued on February 27, 2025 (the “Warrant”) to correct certain errors and limit the rights granted to the holders of the Warrant (the “Warrant Amendment”).
All other terms of the Warrants remain unchanged.
The foregoing summary of the Warrant Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the Warrant Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On February 27, 2026, the Company completed its previously announced rights offering (the “Rights Offering”), which expired at 5:00 pm, New York City time, on February 24, 2026. Subscribers in the Rights Offering exercised rights to purchase an aggregate of 4,284,640 shares of the Common Stock, and the gross proceeds received from the subscribers in the Rights Offering was approximately $4.3 million.
Pursuant to the Backstop Agreement, Clarkston agreed to purchase all unsubscribed shares of Common Stock to be issued under the Rights Offering at a price of $1.00 per share (the “Backstop Commitment”). In satisfaction of the Backstop Commitment, Clarkston and its assignee (the “Backstop Purchasers”) paid an aggregate purchase price of approximately $2.2 million in cash together with the offset of proceeds of the repurchase and redemption of the Series B Preferred Stock described above under Item 1.01 and the Company issued 9,715,360 shares of Common Stock to the Backstop Purchasers. The gross cash proceeds received by the Company from the Backstop Commitment were approximately $2.2 million. All shares issued to the Backstop Purchasers in satisfaction of the Backstop Commitment were issued in a transaction pursuant to Section 4(a)(2) of the Securities Act of 1933.
Item 3.03. Material Modifications to Rights of Security Holders.
The information contained in Item 5.03 of this Current Report on Form 8-K regarding the Certificate of Designation (as defined below) is hereby incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year.
On February 26, 2026, the Company filed a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Designation of Series B Preferred Stock (the “Certificate of Designation”) of the Company to a) correct the Series B Preferred Stock dividend rate and b) allow the Company to redeem the Series B Preferred Stock at any time prior to the Maturity Date (as defined in the as defined in the Certificate of Designation of Series B Preferred Stock) by modifying Section 3.03 and Section 5.01 of the Certificate of Designation, respectively.
The foregoing description of the Certificate of Correction does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On February 27, 2026, the Company issued a press release announcing the closing on February 27, 2026 of its previously announced Rights Offering, which expired at 5:00 p.m., New York City time, on February 24, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Description |
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Certificate of Correction of the Certificate of Designation of Series B Preferred Stock, filed February 26, 2026 |
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Amendment to Warrant to Purchase Common Stock |
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Redemption Agreement, dated February 27, 2026, by and between the Company and Clarkston Companies, Inc. |
99.1 |
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Press Release of the Company, dated February 27, 2026 |
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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 hereunto duly authorized.
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Presurance Holdings, Inc. |
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Date: February 27, 2026 |
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By: |
/s/ BRIAN J. RONEY |
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Brian J. Roney |
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Chief Executive Officer |
NEWS RELEASE
Presurance Holdings ANNOUNCES CLOSING OF RIGHTS OFFERING
TROY, Mich., Feb. 27, 2026 (GLOBE NEWSWIRE) -- Presurance Holdings, Inc. (Nasdaq: PRHI) (“Presurance” or the “Company”) today announced the closing of its rights offering (the “Rights Offering”), previously detailed in the Company’s Current Report on Form 8-K filed on January 28, 2026.
Pursuant to the terms of the Rights Offering, 4,284,640 shares of the Company’s common stock, no par value (the “Common Stock”), were purchased upon the exercise of the subscription rights at the subscription price of $1.00 per share of Common Stock at the closing of the Rights Offering on February 27, 2026 (the “Closing”).
Pursuant to the Rights Offering Backstop Agreement, dated as of February 3, 2026, by and between the Company and Clarkston Companies, Inc. (“Clarkston”), Clarkston agreed to purchase all unsubscribed shares of Common Stock to be issued in connection with the Rights Offering at a price of $1.00 per share (the “Backstop Commitment”). In satisfaction of the Backstop Commitment, Clarkston and its assignee purchased an aggregate of 9,715,360 shares of Common Stock from the Company. In connection with the fulfillment of the Backstop Commitment, the Company redeemed its Series B Preferred Stock and paid all accrued dividends on the Series B Preferred Stock.
The Company received an aggregate of $14,000,000 in gross proceeds from the Rights Offering and under the Backstop Commitment. Further to the use of proceeds described in the registration statement and prospectus for the Rights Offering, the Company is using the proceeds from the Rights Offering for the redemption of the Series B Preferred Stock and for general corporate purposes.
Pursuant to the terms of the Rights Offering, the subscription rights (the “Rights”) that were not properly exercised by 5:00 p.m., Eastern Time, on February 24, 2026 expired and became of no further force or effect. The Rights Offering is terminated with respect to shares not issued at the Closing.
The Rights Offering was made pursuant to the Company’s registration statement on Form S-1 (File No. 333-292735), as amended, which was declared effective by the Securities and Exchange Commission (the “SEC”) on February 6, 2026. A final prospectus describing the terms of the Rights Offering was filed with the SEC on February 6, 2026.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Rights, Common Stock or any other securities, nor will there be any offer, solicitation or sale of any of the Rights, Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.
About Presurance Holdings
Presurance Holdings, Inc. is a Michigan-based property and casualty holding company. Through its subsidiaries, the Company provides specialty insurance coverage with a focus on disciplined growth and long-term value creation. The Company trades on the Nasdaq Capital Market under the symbol PRHI. Additional information can be found on the Company’s website at ir.PREHLD.com.