---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-072611"
form_type: "8-K"
ticker: "PRHI"
cik: "0001502292"
company_name: "Presurance Holdings, Inc."
filed_at: "2023-12-22T23:59:59+00:00"
generated_at: "2026-06-07T07:51:10.634810+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Conifer issues $6M Series A Preferred to board-affiliated entity; signs executive with $425K salary

## Summary
- Sold $6M of Series A Preferred Stock (1,000 shares at $6,000 each) to Clarkston 91 West LLC, entity affiliated with board members Hakala.
- Dividend rate is prime + 200bps with 8% floor; redemption premium ensures 20% annualized return to holder.
- Automatic conversion into common at maturity (June 30, 2026) at $1.50/share (4,000 common per preferred share).
- Executive Nicholas J. Petcoff gets $425K salary, two-year term, severance up to 2.99x salary upon change of control.
- Proceeds to be used for working capital and general corporate purposes.

## SEC filing metadata
- accession: 0000950170-23-072611
- form_type: 8-K
- ticker: PRHI
- cik: 0001502292
- company_name: Presurance Holdings, Inc.
- filed_at: 2023-12-22T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 5.03, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1502292/000095017023072611/0000950170-23-072611-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1502292/000095017023072611/cnfr-20231220.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-072611
- JSON: https://secwatch.observer/filing/0000950170-23-072611.json
- Plain text: https://secwatch.observer/filing/0000950170-23-072611.txt

## Key facts
- Executive change
  Nicholas J. Petcoff was appointed as other_named_officer at Presurance Holdings, Inc..
  - Action: appointed
  source text: On December 18, 2023, the Company entered into an Employment Agreement with Nicholas J. Petcoff (the “Executive”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1502292/000095017023072611/0000950170-23-072611-index.htm
- Governance Changes
  Presurance Holdings, Inc.: Filed Certificate of Designation designating Series A Preferred Stock, setting preferences and terms, as an amendment to the Second Amended and Restated Certificate of Incorporation (effective 2023-12-20).
  - Change: charter amendment
  - Effective: 2023-12-20
  source text: On December 20, 2023, the Company filed the Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Michigan, effective as of such date, designating 1,000 shares of Series A Preferred Stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1502292/000095017023072611/0000950170-23-072611-index.htm
- Material Agreements
  Presurance Holdings, Inc. entered into Securities Purchase Agreement with Clarkston 91 West LLC valued at $6 million (effective 2023-12-20).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Clarkston 91 West LLC
  - Value: $6 million
  - Effective: 2023-12-20
  source text: On December 20, 2023 (the “Initial Issue Date”), Conifer Holdings, Inc. (the “Company”) sold $6 million of its newly designated Series A Preferred Stock, no par value (the “Series A Preferred Stock”), to Clarkston 91 West LLC (the “Purchaser”), an entity affiliated with Gerald and Jeffrey Hakala, members of the Board of Directors of the Company. The sale of the Series A Preferred Stock was consummated on the Initial Issue Date pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) by and between the Company and the Purchaser.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1502292/000095017023072611/0000950170-23-072611-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.