---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-035570"
form_type: "8-K"
ticker: "KFS"
cik: "0001072627"
company_name: "KINGSWAY FINANCIAL SERVICES INC"
filed_at: "2023-12-29T23:59:59+00:00"
generated_at: "2026-06-07T05:44:35.079451+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Kingsway terminates acquisition agreement for National Institute of Clinical Research due to seller breaches

## Summary
- Kingsway Buyer delivered written termination on Dec 23, 2023, citing uncured breaches by Seller and Shareholder.
- Agreement originally announced Oct 19, 2023, to acquire membership interest of National Institute of Clinical Research Inc.
- No termination fee or penalty mentioned; company does not disclose deal value.

## SEC filing metadata
- accession: 0001437749-23-035570
- form_type: 8-K
- ticker: KFS
- cik: 0001072627
- company_name: KINGSWAY FINANCIAL SERVICES INC
- filed_at: 2023-12-29T23:59:59+00:00
- event_type: m_and_a
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1072627/000143774923035570/0001437749-23-035570-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1072627/000143774923035570/kfs20231226_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-035570
- JSON: https://secwatch.observer/filing/0001437749-23-035570.json
- Plain text: https://secwatch.observer/filing/0001437749-23-035570.txt

## Key facts
- Material Agreements
  KINGSWAY FINANCIAL SERVICES INC terminated Membership Interest Purchase Agreement with National Institute of Clinical Research Inc. and Dr. Sali Aswad valued at Termination of Membership Interest Purchase Agreement (effective 2023-12-23).
  - Action: termination
  - Agreement: equity purchase
  - Counterparty: National Institute of Clinical Research Inc. and Dr. Sali Aswad
  - Value: Termination of Membership Interest Purchase Agreement
  - Effective: 2023-12-23
  source text: Item 1.02. Termination of a Material Definitive Agreement. As previously disclosed, on October 19, 2023, Kingsway Search Xcelerator Inc. (“Kingsway Buyer”), a subsidiary of Kingsway Financial Services Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Agreement”) with National Institute of Clinical Research Inc. (the “Seller”) and Dr. Sali Aswad (the “Shareholder”). On December 23, 2023, Kingsway Buyer delivered written notice to the Seller and the Shareholder that effective immediately it has terminated the Agreement as a result of the Seller’s and the Shareholder’s uncured breaches of certain representations, warranties, covenants and agreements and the resulting inability of the Seller and the Shareholder to satisfy the conditions to Kingsway Buyer’s obligation to consummate the transactions contemplated by the Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1072627/000143774923035570/0001437749-23-035570-index.htm

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