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| LEI | 549300BVT4S23YJXKH45 |
| CIK | 355379 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Midwest Holding Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION As filed with the Securities and Exchange Commission on January 5, 2024 Registration Statement No. |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION As filed with the Securities and Exchange Commission on January 5, 2024 Registration Statement No. |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION As filed with the Securities and Exchange Commission on January 5, 2024 Registration Statement No. |
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| January 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39812 Midwest Holding Inc. (Exact name of registrant as specified in it |
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| December 22, 2023 |
MDWT / Midwest Holding Inc. / Knott David M Jr - SC 13D/A Activist Investment SC 13D/A 1 tm2333619d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Midwest Holding Inc. (Name of Issuer) Voting Common Stock, $0.001 per share par value (Title of Class of Securities) 59833J206 (CUSIP Number) David M. Knott, Jr. Dorset Management Corp. 485 Underhill Boulevard, S |
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| December 21, 2023 |
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 21, 2023 Midwest Holding Inc. (Exact name of Registrant as Specified in Its Charter) delaware 001-39812 020-0362426 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 21, 2023 |
Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF MIDWEST HOLDING INC. A Delaware Corporation (Adopted as of December 21, 2023) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of the corporation’s registered agent at such address sha |
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| December 21, 2023 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MIDWEST HOLDING INC. ARTICLE One Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MIDWEST HOLDING INC. ARTICLE One The name of the corporation is Midwest Holding Inc. (hereinafter called the “Corporation”). ARTICLE Two The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-39812 Midwest Holding Inc. (Exact name of registrant as |
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| November 13, 2023 |
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): November 13, 2023 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction 001-39812 (Commission File Number) 20-0362426 (IRS |
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| November 13, 2023 |
Consolidated Balance Sheets (in thousands) Midwest Holding Inc. Reports Third Quarter 2023 Results LINCOLN, Neb., November 13, 2023 / PR Newswire/ - Midwest Holding Inc. (“Midwest”) (NASDAQ: MDWT), today announced financial results for the quarter and nine months ended September 30, 2023. Highlights for the third quarter of 2023: ● GAAP net income for the quarter was $0.4 million compared with $7.4 million for the third quarter of 2022. GA |
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| August 11, 2023 |
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): August 11, 2023 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction 001-39812 (Commission File Number) 20-0362426 (IRS Em |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-39812 Midwest Holding Inc. (Exact name of |
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| August 11, 2023 |
Consolidated Balance Sheets (in thousands) Midwest Holding Inc. Reports Second Quarter 2023 Results LINCOLN, Neb., August 11, 2023 / PR Newswire/ - Midwest Holding Inc. (“Midwest”) (NASDAQ: MDWT), today announced financial results for the quarter and six months ended June 30, 2023. Highlights for the second quarter 2023: ● GAAP net income for the quarter was negative $(3.9) million compared with a positive $9.3 million recorded in the seco |
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| July 26, 2023 |
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 26, 2023 Midwest Holding Inc. (Exact name of Registrant as Specified in Its Charter) delaware 001-39812 020-0362426 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| July 26, 2023 |
Midwest Holding Inc. Shareholders Approve Transaction with Antarctica Capital Exhibit 99.1 FOR IMMEDIATE RELEASE Midwest Holding Inc. Shareholders Approve Transaction with Antarctica Capital LINCOLN, Neb. and NEW YORK – July 26, 2023 /PRNewswire/ – Midwest Holding Inc. (“Midwest”) (NASDAQ: MDWT), a technology-driven life and annuity platform, today announced that at a special meeting of stockholders (“the Special Meeting”) held earlier today, its shareholders approved the p |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| July 17, 2023 |
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 17, 2023 Midwest Holding Inc. (Exact name of Registrant as Specified in Its Charter) delaware 001-39812 020-0362426 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| June 16, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| June 9, 2023 |
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): June 6, 2023 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission File |
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| June 5, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| June 5, 2023 |
EX-FILING FEES 2 tm2317667d2ex-filingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Midwest Holding Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee Fees to be Paid $ 105,047,383.44(1)(2) 0.00011020 $ 11,576.22(3) Fees Previously Pai |
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| May 15, 2023 |
Exhibit 10.1 1/30/2020 Elliot Sperber [email protected] Re: Offer of Employment Dear Elliot: We are pleased to extend you an offer of employment for the position of Portfolio Manager with Midwest Holding, Inc. (“Midwest Holding” or the “Company”). You will work out of the 1505 New York office, and you will report to Rich Vecchiolla, President of 1505 Capital, and Mike Minnich, Executive Chairman |
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| May 15, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 1, 2023 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction 001-39812 (Commission File Number) 20-0362426 (IRS Empl |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-39812 Midwest Holding Inc. (Exact name of |
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| May 15, 2023 |
Consolidated Balance Sheets (in thousands) Midwest Holding Inc. Reports First Quarter 2023 Results LINCOLN, Neb., May 15, 2023 / PR Newswire/ - Midwest Holding Inc. (“Midwest”) (NASDAQ: MDWT), today announced financial results for the quarter ended March 31, 2023. First Quarter 2023 Highlights: ● GAAP net income for the quarter was $3.8 million compared with $0.2 million recorded in the first quarter of 2022. GAAP earnings were $1.01 per s |
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| May 15, 2023 |
Exhibit 10.2 January 14, 2021 Thomas Bumbolow Re: Offer of Employment Dear Thomas: We are pleased to extend you an offer of employment for the position of Managing Director of Business Development with Midwest Holding, Inc. (“Midwest Holding” or the “Company”). You will report to A. Michael Salem, Co-CEO. The key terms of the offer include the following: 1.We anticipate your start date to be Janua |
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| May 3, 2023 |
MDWT / Midwest Holding Inc. / BRATTON DOUGLAS K Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Midwest Holding Inc. (Name of Issuer) Voting Common Stock, par value $0.001 per share (Title of Class of Securities) 59833J206 (CUSIP Number) Jesús H. Payán Crestline Management, L.P. 201 Main Street, Suite 1900 Fort Worth, TX 76102 (817) 339-7600 (Name, |
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| May 3, 2023 |
EX-99 2 exhibitd.htm EXHIBIT D VOTING AGREEMENT This VOTING AGREEMENT, dated as of April 30, 2023 (this “Voting Agreement”), is by and among Midas Parent, LP, a Delaware limited partnership (“Parent”), and the stockholder of Midwest Holding Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (the “Stockholder”). Capitalized terms used but not defined herein shall hav |
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| May 3, 2023 |
MDWT / Midwest Holding Inc. / Minnich Michael - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Midwest Holding Inc. (Name of Issuer) Voting Common Stock, par value $0.001 per share (Title of Class of Securities) 59833J206 (CUSIP Number) Michael W. Minnich 2900 South 70th Street, Suite 400 Lincoln, Nebraska 68506 (402) 817-5701 (Name, Address and Te |
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| May 3, 2023 |
Exhibit 99.1 Execution Version VOTING AGREEMENT This VOTING AGREEMENT, dated as of April 30, 2023 (this “Voting Agreement”), is by and among Midas Parent, LP, a Delaware limited partnership (“Parent”), and the stockholders of Midwest Holding Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized |
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| May 1, 2023 |
Press Release, issued on May 1, 2023. Exhibit 99.1 PRIVILEGED & CONFIDENTIAL DRAFT ATTORNEY-CLIENT PRIVILEGED COMMUNICATION PREPARED AT THE REQUEST OF LEGAL COUNSEL Press Release NOT FOR IMMEDIATE RELEASE Midwest Holding To Be Acquired By Antarctica Capital For $27.00 Per Share All-Cash Transaction Values Midwest at Approximately $100 Million, Representing a 97% Premium LINCOLN, Neb. and NEW YORK – May 1, 2023 /PRNewswire/ – Midwest H |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| May 1, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER By and Among MIDAS PARENT, LP MIDAS MERGER ACQUISITION SUB, INC. and MIDWEST HOLDING INC. Dated as of April 30, 2023 TABLE OF CONTENTS ARTICLE I The Merger 2 Section 1.01 The Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 3 Section 1.05 Certificate of Incorporation; By-Laws 3 Section 1.06 D |
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| May 1, 2023 |
DEFA14A 1 tm2314220d6defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| May 1, 2023 |
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): April 30, 2023 Midwest Holding Inc. (Exact name of Registrant as Specified in Its Charter) delaware 001-39812 20-0362426 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 1, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER By and Among MIDAS PARENT, LP MIDAS MERGER ACQUISITION SUB, INC. and MIDWEST HOLDING INC. Dated as of April 30, 2023 TABLE OF CONTENTS ARTICLE I The Merger 2 Section 1.01 The Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 3 Section 1.05 Certificate of Incorporation; By-Laws 3 Section 1.06 D |
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| May 1, 2023 |
Exhibit 99.1 PRIVILEGED & CONFIDENTIAL DRAFT ATTORNEY-CLIENT PRIVILEGED COMMUNICATION PREPARED AT THE REQUEST OF LEGAL COUNSEL Press Release NOT FOR IMMEDIATE RELEASE Midwest Holding To Be Acquired By Antarctica Capital For $27.00 Per Share All-Cash Transaction Values Midwest at Approximately $100 Million, Representing a 97% Premium LINCOLN, Neb. and NEW YORK – May 1, 2023 /PRNewswire/ – Midwest H |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| May 1, 2023 |
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): April 30, 2023 Midwest Holding Inc. (Exact name of Registrant as Specified in Its Charter) delaware 001-39812 20-0362426 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| April 24, 2023 |
proxy statement on Schedule 14A filed with the SEC on April 24, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defin |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| March 27, 2023 |
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): March 1, 2023 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction 001-39812 (Commission File Number) 20-0362426 (IRS Empl |
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| March 27, 2023 |
CODE OF BUSINESS CONDUCT AND ETHICS As Revised November 9, 2022 Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS As Revised November 9, 2022 Purpose This Code of Business Conduct and Ethics (the “Code”) for Midwest Holding Inc. and its subsidiaries (hereinafter collectively referred to as the “Company”) provides a general statement of the Company’s expectations regarding the ethical standards to which each director, officer and employee of the Company should a |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-39812 Midwest Holding Inc. (Exact nam |
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| March 27, 2023 |
Exhibit 10.34 CREDIT AGREEMENT dated as of November 22, 2022 among MIDWEST HOLDING INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, ROYAL BANK OF CANADA, as Administrative Agent, ROYAL BANK OF CANADA, as Collateral Agent, RBC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Manager - i - TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS Section 1.01 Defined Terms. |
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| March 27, 2023 |
Consolidated Balance Sheets (in thousands) Midwest Holding Inc. Reports Fourth Quarter and Full-Year 2022 Results LINCOLN, Neb., March 27, 2023 / PR Newswire/ - Midwest Holding Inc. (“Midwest”) (NASDAQ: MDWT), today announced financial results for the fourth quarter and full year ended December 31, 2022. Fourth Quarter and Full Year 2022 Highlights: ● GAAP net income for the year was $7.1 million compared with a $16.6 million net loss reco |
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| March 27, 2023 |
SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT 1. American Life & Security Corp., a Nebraska corporation 2. 1505 Capital LLC, a Delaware limited liability company 3. Seneca Reinsurance Company, LLC a Vermont domestic limited liability company 4. Seneca Incorporated Cell, LLC 2020-01 (“SRC1”), a Vermont domestic limited liability company 5. Seneca Incorporated Cell, LLC 2021-03 (“SRC3”), a Vermont dom |
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| February 6, 2023 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* MIDWEST HOLDING INC. (Name of Issuer) Common Stock (Title of Class of Securities) 59833J206 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| February 6, 2023 |
MDWT / Midwest Holding Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* MIDWEST HOLDING INC. (Name of Issuer) Common Stock (Title of Class of Securities) 59833J206 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| February 6, 2023 |
MDWT / Midwest Holding Inc / WELLINGTON TRUST Co N A - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* MIDWEST HOLDING INC. (Name of Issuer) Common Stock (Title of Class of Securities) 59833J206 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| November 25, 2022 |
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): November 22, 2022 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission |
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| November 14, 2022 |
Amended and Restated Bylaws of Midwest Holding Inc. as Revised November 9, 2022 Exhibit 3.1 ? CODE OF BUSINESS CONDUCT AND ETHICS ? As Revised November 9, 2022 ? ? Purpose This Code of Business Conduct and Ethics (the ?Code?) for Midwest Holding Inc. and its subsidiaries (hereinafter collectively referred to as the ?Company?) provides a general statement of the Company?s expectations regarding the ethical standards to which each director, officer and employee of the Company s |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? COMMISSION FILE NUMBER 001-39812 Midwest Holding Inc. (Exact name of registran |
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| November 14, 2022 |
Code of Business Conduct and Ethics of Midwest Holding Inc. as Revised November 9, 2022 Exhibit 14.1 AMENDED AND RESTATED BYLAWS OF MIDWEST HOLDING INC. Adopted November 16, 2020 As Revised November 9, 2022 ? TABLE OF CONTENTS ? ? ? ? ARTICLE I CORPORATE OFFICES 1 ? ? ? 1.1 REGISTERED OFFICE; EXECUTIVE OFFICE 1 ? ? ? 1.2 OTHER OFFICES 1 ? ? ? ARTICLE II MEETINGS OF STOCKHOLDERS 1 ? ? ? 2.1 PLACE OF MEETINGS 1 ? ? ? 2.2 ANNUAL MEETING 1 ? ? ? 2.3 SPECIAL MEETINGS 1 ? ? ? 2.4 ADVANCE N |
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| October 4, 2022 |
? Exhibit 10.2 SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into on September 30, 2022 (the ?Execution Date?), effective as of June 14, 2022 (the ?Effective Date?), by and between Georgette C. Nicholas (hereinafter referred to as the ?Executive?), and Midwest Holding Inc., a Delawar |
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| October 4, 2022 |
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): September 30, 2022 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission |
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| September 22, 2022 |
Exhibit 10.1 September 16, 2022 Crestline Assurance Holdings LLC c/o John S. Cochran, Vice President 201 Main Street, Suite 1900 Fort Worth, TX 76102 Re: Midwest Holding Inc. Dear John: We are writing in reference to the Stockholders Agreement (?Agreement?) entered into as of April 24, 2020 by and among Midwest Holding Inc., now a Delaware corporation (the ?Company?); Crestline Assurance Holdings |
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| September 22, 2022 |
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): September 16, 2022 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission |
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| August 18, 2022 |
MDWT / Midwest Holding Inc / Knott David M Jr - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Midwest Holding Inc. (Name of Issuer) Voting Common Stock, $0.001 per share par value (Title of Class of Securities) 59833J206 (CUSIP Number) David M. Knott, Jr. Dorset Management Corporation 485 Underhill Boulevard, Suite 205 Syosset, New York 11791 (51 |
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| August 15, 2022 |
? ? Exhibit 99.1 Midwest Holding Inc. Reports Second Quarter 2022 Results LINCOLN, Neb., August 15, 2022 / PR Newswire/ - Midwest Holding Inc. (?Midwest?) (NASDAQ: MDWT), today announced financial results for the second quarter of 2022. Second Quarter 2022 Highlights: ? GAAP net income was $9.3 million compared to a $(5.0) million GAAP net loss incurred in the second quarter of 2021. GAAP earnings |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-39812 Midwest Holding Inc. (Exact name of registrant as spec |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): August 15, 2022 ? Midwest Holding Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? DELAWARE (State or other jurisdiction 001-39812 (Commission File Number) |
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| August 1, 2022 |
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 26, 2022 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission File |
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| August 1, 2022 |
Executive Employment Agreement Between Eoin Elliffe and Midwest Holding Inc. dated July 26, 2022. Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into on July 26, 2022 (the ?Effective Date?), by and between Eoin Elliffe (hereinafter referred to as the ?Executive?), and Midwest Holding Inc., a Delaware corporation (hereinafter referred to as ?MHI? or the ?Employer?). WHEREAS, MHI operates as a financial services holding comp |
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| July 8, 2022 |
As filed with the Securities and Exchange Commission on July 8, 2022 As filed with the Securities and Exchange Commission on July 8, 2022 Registration No. |
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| July 8, 2022 |
Midwest Holding Inc. 2020 Long-Term Incentive Plan, as amended* Exhibit 4.1 MIDWEST HOLDING INC. 2020 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE 1.1??????????Purpose. The purposes of this Plan are to create incentives which are designed to motivate Participants to put forth maximum effort toward the success and growth of the Company and to enable the Company to attract and retain experienced individuals who by their position, ability and diligence are able to |
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| July 8, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables S-8 (Form Type) Midwest Holding Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Voting Common Stock 457(c) and ( |
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| July 8, 2022 |
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 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission File |
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| June 21, 2022 |
Outside Director Compensation Policy of Midwest Holding Inc. Exhibit 10.1 Midwest Holding Inc. Outside Director Compensation Policy Each member of the Board of Directors (the “Board”) of Midwest Holding Inc. (the “Company”) who is an outside director of the Company (each such director, an “Outside Director”) will receive the compensation described in this Outside Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service. |
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| June 21, 2022 |
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): June 14, 2022 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission File |
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| May 20, 2022 |
MDWT / Midwest Holding Inc / Knott David M Jr - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Midwest Holding Inc. (Name of Issuer) Voting Common Stock, $0.001 per share par value (Title of Class of Securities) 59833J206 (CUSIP Number) David M. Knott, Jr. Dorset Management Corporation 485 Underhill Boulevard, Suite 205 Syosset, New York 11791 (516 |
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| May 19, 2022 |
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): May 13, 2022 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission File |
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| May 19, 2022 |
Exhibit 10.1 SEVERANCE AGREEMENT AND RELEASE This Severance Agreement and Release (this ?Agreement?) is entered into by and between Eric N. Berg (?Employee?) and Midwest Holding Inc. (the ?Company?). Employee and the Company are sometimes collectively referred to as the ?Parties.? All terms not otherwise defined herein shall have the same meaning as set forth in the Employment Agreement between th |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? COMMISSION FILE NUMBER 001-39812 Midwest Holding Inc. (Exact name of registrant as |
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| May 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): May 16, 2022 ? Midwest Holding Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? DELAWARE (State or other jurisdiction 001-39812 (Commission File Number) 20- |
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| May 16, 2022 |
? ? Exhibit 99.1 LINCOLN, Neb., May 16, 2022 /PRNewswire/ - Midwest Holding Inc. ("Midwest") (NASDAQ: MDWT), today announced financial results for the first quarter of 2022. First Quarter 2022 Highlights: ? GAAP net income was $187,000 compared to a $(1.6) million GAAP net loss incurred in the first quarter of 2021. GAAP earnings were 5 cents per share (diluted) versus the (43) cent per-share loss |
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| May 5, 2022 |
DEF 14A 1 tm223726d1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| May 4, 2022 |
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): April 29, 2022 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 12, 2022 |
Cooperation Agreement between Midwest Holding Inc. and AMS Advisors LLC dated April 8, 2022. Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement, dated as of April 8, 2022 (this ?Agreement?), is by and among the persons and entities listed on Schedule A (collectively, the ?Salem Group?, and each individually a ?member? of the Salem Group) and Midwest Holding Inc., a Delaware corporation (the ?Company?). In consideration of and reliance upon the mutual covenants and agreements co |
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| April 12, 2022 |
Exhibit 99.1 Midwest Holding to Nominate Kevin Sheehan to Board of Directors at 2022 Annual Meeting Enters into Cooperation Agreement with AMS Advisors LLC LINCOLN, Neb., April 12, 2022 /PRNewswire/ - Midwest Holding Inc. (?Midwest?) (NASDAQ: MDWT), today announced that it has entered into a cooperation agreement with AMS Advisors LLC (?AMS?), which currently owns approximately 5.4% of Midwest?s o |
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| April 12, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): April 8, 2022 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission File |
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| April 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Midwest Holding Inc. (Name of Issuer) Voting Common Stock, par value $0.001 per share (Title of Class of Securities) 59833J206 (CUSIP Number) A. Michae |
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| April 4, 2022 |
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): March 29, 2022 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 4, 2022 |
Exhibit 10.1 SEVERANCE AGREEMENT AND RELEASE This Severance Agreement and Release (this "Agreement") is entered into by and between Eric Del Monaco ("Employee") and Midwest Holding Inc. (the "Company"). Employee and the Company are sometimes collectively referred to as the "Parties." All terms not otherwise defined herein shall have the same meaning as set forth in the Employment Agreement between |
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| April 4, 2022 |
Employee Separation Agreement between Midwest Holding Inc. and Debra Havranek dated March 31, 2022. Exhibit 10.2 EMPLOYEE SEPARATION AGREEMENT Midwest Holding Inc. 2900 South 70th Street, Suite 400 Lincoln, Nebraska 68510 March 31, 2022 Debra Havranek 19882 Chicago St Omaha, NE 68022 Dear Debra: This Separation Agreement is entered into by and between you (?You? or ?Employee?) and the Employer. The term ?Party? or ?Parties? as used herein refer to Employee, Employer or both, as may be appropriat |
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| March 25, 2022 |
EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT 1. American Life & Security Corp., a Nebraska corporation 2. 1505 Capital LLC, a Delaware limited liability company 3. Seneca Reinsurance Company, LLC a Vermont domestic limited liability company 4. Seneca Incorporate Cell, LLC 2020-01 (?SRC1?), a Vermont domestic limited liability company 5. Seneca Incorporate Cell, LLC 2021-03 (?SRC3?), a Vermont domes |
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| March 25, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): March 24, 2022 ? Midwest Holding Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? DELAWARE (State or other jurisdiction 001-39812 (Commission File Number) 2 |
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| March 25, 2022 |
EXHIBIT 15.1 CODE OF CONDUCT AND CONFLICTS OF INTEREST POLICY FOR ALL MEMBERS OF THE BOARDS OF DIRECTORS OF MIDWEST HOLDING INC. AND AMERICAN LIFE & SECURITY CORP. As Revised March 14, 2022 The directors of each of Midwest Holding Inc. and American Life & Security Corp. (together, the “Company”) adopt this Code of Conduct and Conflicts of Interest Policy (the “Directors’ Code”) to assist directors |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 25, 2022 |
Midwest Holding Announces Eric N. Berg as Chief Financial Officer Exhibit 99.1 Midwest Holding Announces Eric N. Berg as Chief Financial Officer LINCOLN, Neb., March 25, 2022 /PRNewswire/ - Midwest Holding Inc. (Midwest, NASDAQ: MDWT), a technology-driven life and annuity platform, announced that it has appointed Eric N. Berg as its new senior vice president and chief financial officer effective March 25, 2022. Berg, age 63, brings significant experience to the |
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| March 25, 2022 |
Executive Employment Agreement Between Eric N. Berg and Midwest Holding Inc. dated January 26, 2022. Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into on January 26, 2022, effective as of January 31, 2022 (the ?Effective Date?), by and between Eric N. Berg (hereinafter referred to as the ?Executive?), and Midwest Holding Inc., a Delaware corporation (hereinafter referred to as ?MHI? or the ?Employer?). WHEREAS, MHI operates |
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| March 25, 2022 |
EXHIBIT 14.1 CODE OF BUSINESS CONDUCT AND ETHICS As Revised March 14, 2022 ? Purpose This code of Business Conduct and Ethics (the ?Code?) for Midwest Holding, Inc., and its subsidiaries (hereinafter collectively referred to as the ?Company?) provides a general statement of the Company?s expectations regarding the ethical standards that each director, officer and employee should adhere to while ac |
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| March 25, 2022 |
Consolidated Balance Sheets (in thousands) ? ? Exhibit 99.1 Midwest Holding Inc. Reports Fourth Quarter 2021 and Full-Year 2021 Results LINCOLN, Neb., March 24, 2022 / PR Newswire/ - Midwest Holding Inc. (?Midwest?) (NASDAQ: MDWT), today announced financial results for the fourth quarter and full year ended December 31, 2021. Fourth Quarter 2021 Highlights: ? GAAP net loss was $7.0 million compared with the $11.9 million net loss recorded |
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| March 25, 2022 |
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): March 25, 2022 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 11, 2022 |
MDWT / Midwest Holding Inc / KNOTT PARTNERS LP - SC 13G Passive Investment SC 13G/A 1 tm226316d3sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 Midwest Holding Inc. (Name of Issuer) Voting Common Stock, $0.001 par value (Title of Class of Securiti |
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| February 4, 2022 |
MDWT / Midwest Holding Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MIDWEST HOLDING INC. (Name of Issuer) Common Stock (Title of Class of Securities) 59833J206 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* MIDWEST HOLDING INC. (Name of Issuer) Common Stock (Title of Class of Securities) 59833J206 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| February 4, 2022 |
MDWT / Midwest Holding Inc / WELLINGTON TRUST Co N A - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MIDWEST HOLDING INC. (Name of Issuer) Common Stock (Title of Class of Securities) 59833J206 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| January 10, 2022 |
Exhibit 99.1 Midwest Holding Announces Strategic Asset Management Initiative with ORIX Corporation USA LINCOLN, Nebraska ? January 10, 2022 /PRNewswire/ - Midwest Holding Inc. (Midwest, NASDAQ: MDWT), a technology-driven life and annuity platform, announced the closing of a majority ownership sale of a consolidated reinsurance facility to a subsidiary of ORIX Corporation USA (ORIX USA). Under the |
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| January 10, 2022 |
Financial Statements and Exhibits, Other Events 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): January 10, 2022 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission F |
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| December 23, 2021 |
Exhibit 10.2 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into on December 22, 2021 (the ?Execution Date?), effective as of November 19, 2021 (the ?Effective Date?), by and between Georgette C. Nicholas (hereinafter referred to as the ?Executive?), and Midwest Holding Inc., a Delaware corporation |
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| December 23, 2021 |
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 17, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission |
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| December 23, 2021 |
Exhibit 10.1 SEVERANCE AGREEMENT AND RELEASE This Severance Agreement and Release (this ?Agreement?) is entered into by and between A. Michael Salem (?Employee?) and Midwest Holding Inc. (the ?Company?). Employee and the Company are sometimes collectively referred to as the ?Parties.? All terms not otherwise defined herein shall have the same meaning as set forth in the Employment Agreement betwee |
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| December 7, 2021 |
MDWT / Midwest Holding Inc / KNOTT PARTNERS LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. ) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 Midwest Holding Inc. (Name of Issuer) Voting Common Stock, $0.001 par value (Title of Class of Securities) 59833J206 (CUSIP Number) December 1 |
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| November 22, 2021 |
Exhibit 99.1 Midwest Holding Announces CEO and Board Chair Changes A. Michael Salem Resigns as Co-CEO Georgette Nicholas Appointed CEO Mike Minnich Named President and CIO John Hompe Appointed Non-Executive Board Chair Lincoln, NE., November 22, 2021 /PRNewswire/ Midwest Holding Inc (?Midwest?) (NASDAQ: MDWT) today announced that A. Michael Salem, one of the company?s Co-Chief Executive Officers, |
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| November 22, 2021 |
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): November 19, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission |
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| November 17, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 17, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 000-10685 20-0362426 (State or other jurisdiction of incorporation) (Commission |
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| November 17, 2021 |
Investor Presentation November 2021 Exhibit 99.1 Investor Presentation November 2021 Forward - Looking Statements This presentation contains certain ?forward - looking statements? within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, that are based on various facts and derived utilizing numerous important assumptions and are subject to kno |
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| November 12, 2021 |
Midwest Holding Inc. Reports Third Quarter 2021 Results ? ? ? Midwest Holding Inc. Reports Third Quarter 2021 Results ? LINCOLN, Neb., November 11, 2021/PRNewswire/ - Midwest Holding Inc. (?Midwest?) (NASDAQ: MDWT), today announced financial results for its third quarter ended September 30, 2021. Third Quarter 2021 Highlights ? GAAP net loss was $3.1 million in the third quarter of 2021, down compared to a net loss of $5.5 million in the third quarter |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? 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): November 11, 2021 ? Midwest Holding Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? DELAWARE (State or other jurisdiction 001-39812 (Commission File Number |
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| October 14, 2021 |
Jones & Keller, P.C. 1675 Broadway, 26th Floor Denver, Colorado 80202 Telephone: (303) 573-1600 October 14, 2021 VIA EDGAR AND OVERNIGHT COURIER Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark Brunhofer Sharon Blume Division of Corporation Finance Office of Finance Re: Midwest Holding Inc. Form 10-K for the Fiscal Year Ende |
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| September 13, 2021 |
Jones & Keller, P.C. 1675 Broadway, 26th Floor Denver, Colorado 80202 Telephone: (303) 573-1600 September 13, 2021 VIA EDGAR AND OVERNIGHT COURIER Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark Brunhofer Sharon Blume Division of Corporation Finance Office of Finance Re: Midwest Holding Inc. Form 10-K for the Fiscal Year En |
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| September 9, 2021 |
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): September 7, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) delaware 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission |
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| September 9, 2021 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into, effective as of September 8, 2021(the ?Effective Date?), by and between Georgette C. Nicholas (hereinafter referred to as the ?Executive?), and Midwest Holding Inc., a Delaware corporation (hereinafter referred to as ?MHI? or the ?Employer?). Executive and MHI are sometimes |
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| September 9, 2021 |
Midwest Holding Announces Georgette C. Nicholas as President and Chief Financial Officer Exhibit 99.1 Midwest Holding Announces Georgette C. Nicholas as President and Chief Financial Officer LINCOLN, Neb., September 7, 2021 /PRNewswire/ - Midwest Holding Inc. ("Midwest") (NASDAQ: MDWT) today announced that Georgette C. Nicholas will become President and Chief Financial Officer, commencing September 8, 2021. Ms. Nicholas brings more than 30 years experience in the global financial serv |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 12, 2021 |
Midwest Holding Inc. Reports Second Quarter 2021 Results EX-99.1 2 tm2124990d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Midwest Holding Inc. Reports Second Quarter 2021 Results LINCOLN, Neb., Aug. 12, 2021/PRNewswire/ - Midwest Holding Inc. (“Midwest”) (NASDAQ: MDWT), today announced financial results for its second quarter ended June 30, 2021. Second Quarter 2021 Highlights · GAAP revenue was $8.9 million in the second quarter of 2021, compared to negative |
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| August 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 12, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-39812 20-0362426 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 6, 2021 |
Jones & Keller, P.C. 1675 Broadway, 26th Floor Denver, Colorado 80202 Telephone: (303) 573-1600 August 6, 2021 VIA EDGAR AND OVERNIGHT COURIER Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark Brunhofer Sharon Blume Division of Corporation Finance Office of Finance Re: Midwest Holding Inc. Form 10-K for the Fiscal Year Ended |
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| July 1, 2021 |
Form S-8 (File No. 333-257620) As filed with the Securities and Exchange Commission on July 1, 2021 Registration No. |
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| July 1, 2021 |
Exhibit 99.1 Midwest Holding Announces Strategic Reinsurance Relationship with American Republic Insurance Company, a Subsidiary of American Enterprise Group LINCOLN, Neb., July 1, 2021 /PRNewswire/ - Midwest Holding Inc. (Midwest) (NASDAQ: MDWT), a technology-enabled, services-oriented life and annuity platform, announced today that its subsidiary American Life & Security Corp. (ALSC) has entered |
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| July 1, 2021 |
Financial Statements and Exhibits, Other Events 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, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction 001-39812 (Commission File Number) 20-0362426 (IRS Emplo |
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| July 1, 2021 |
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): June 29, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-39812 20-0362426 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| June 11, 2021 |
As filed with the Securities and Exchange Commission on June 11, 2021 As filed with the Securities and Exchange Commission on June 11, 2021 Registration No. |
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| May 20, 2021 |
Presentation Materials dated May 2021. Exhibit 99.1 Investor Presentation May 2021 DISCLAIMER Forward-Looking Statements This presentation contains certain ?forward-looking statements? within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on various facts and derived utilizing numerous important assumptions and are subject to known |
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| May 20, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 19, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction 000-10685 (Commission File Number) 20-0362426 (IRS Emplo |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| May 13, 2021 |
Midwest Holding Inc. Expands Board of Directors to Nine Members with Two New Nominations Exhibit 99.1 Midwest Holding Inc. Expands Board of Directors to Nine Members with Two New Nominations LINCOLN, Neb., May 13, 2021 /PRNewswire/ - Midwest Holding Inc. ("Midwest") (NASDAQ: MDWT), today announced the nomination of two new members to be elected to the company?s Board of Directors at Midwest?s upcoming annual meeting of stockholders scheduled for June 29, 2021. ?We?re excited to announ |
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| May 13, 2021 |
Financial Statements and Exhibits, Other Events 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): May 13, 2021 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 |
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| May 13, 2021 |
Midwest Holding Inc. Reports First Quarter 2021 Results Exhibit 99.2 Midwest Holding Inc. Reports First Quarter 2021 Results LINCOLN, Neb., May 13, 2021/PRNewswire/ - Midwest Holding Inc. (?Midwest?) (NASDAQ: ?MDWT?), today announced financial results for its first quarter ended March 31, 2021. First Quarter 2021 Highlights ? Annuity direct written premiums under statutory accounting principles grew 159% to $123.7 million in the first quarter of 2021, |
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| April 7, 2021 |
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): April 2, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE 000-10685 20-0362426 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| March 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Midwest Holding Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 59833J206 (CUSIP Number) March 19, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| March 26, 2021 |
Stakeholder Letter dated March 15, 2021. Exhibit 99.1 Stakeholder Letter Fiscal Year 2020 2020 by the Numbers 2020 $416 MM 2020 $24.1 MM Direct Written Premiums 2019 $161 MM Adjusted Revenue 1 2019 $7.1 MM 2020 $670 MM Adjusted Net Income 1 2020 $1.1 MM 2019 ($2.1) MM 2019 $182 MM Assets (Cash & Investments) 1 This is a non-GAAP measure, discussed below under ?Our Results? Our Current Coverage Area New in 2020 & 2021 District of Columbia |
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| March 26, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction 000-10685 (Commission File Number) 20-0362426 (IRS E |
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| March 22, 2021 |
Financial Statements and Exhibits, Other Events 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): March 22, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction 000-10685 (Commission File Number) 20-0362426 (IRS Emp |
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| March 22, 2021 |
Midwest Holding Inc. Joins Russell 2000® Index Exhibit 99.1 Midwest Holding Inc. Joins Russell 2000® Index LINCOLN, Neb., March 22, 2021 /PRNewswire/ - Midwest Holding Inc. ("Midwest”) (NASDAQ “MDWT”), a rapidly growing, technology-enabled, services-oriented annuity platform, announced that it has been added to the Russell 2000® Index as a part of the index’s quarterly initial public offering (IPO) additions. "Joining the Russell 2000® Index i |
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| March 16, 2021 |
Stakeholder Letter dated March 15, 2021. Exhibit 99.1 |
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| March 16, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 15, 2021 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 000-10685 (Commission File Number) 2 |
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| March 15, 2021 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2021 |
EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT 1. American Life & Security Corp., a Nebraska corporation 2. 1505 Capital LLC, a Delaware limited liability company 3. Seneca Reinsurance Company, LLC a Vermont domestic limited liability company 4. Seneca Incorporate Cell, LLC 2020-01 (?SRC1?), a Vermont domestic limited liability company |
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| February 5, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 8, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 001-39812 20-0362426 (State or other jurisdiction (Commission File Number) (IRS |
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| February 5, 2021 |
Exhibit 10.4 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (ModCo and Funds Withheld Accounts) This AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (“Agreement”), dated as of December 8, 2020 (the “Effective Date”), is entered into by and between American Life & Security Corp. (the “Company”) and Crestline Management, L.P. (the “Manager”) for the management of certain assets held by th |
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| February 5, 2021 |
Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDED AND RESTATED FUNDS WITHHELD COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (MYGA and FIA BUSINESS) between CRESTLINE RE SPC, for and on behalf of CR |
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| February 5, 2021 |
Exhibit 10.3 AMENDED AND RESTATED TRUST AGREEMENT This Amended and Restated Trust Agreement (the “Trust Agreement”) is made and entered into as of this 8th day of December, 2020 (the “Effective Date”) among AMERICAN LIFE & SECURITY CORP., a Nebraska-domiciled insurance company (the “Beneficiary”), CRESTLINE RE SPC, for and on behalf of CRESTLINE RE SP 1 (as successor by novation to Seneca Incorpor |
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| January 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Midwest Holding Inc. (Name of Issuer) Voting Common Stock, par value $0.001 per share (Title of Class of Securities) 59833J206 (CUSIP Number) A. Michael Salem 1075 Old Post Road Bedford, New York 10506 (402) 489-8266 (Name, Address and Telephone Number of Person Authorized |
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| January 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Midwest Holding Inc. (Name of Issuer) Voting Common Stock, par value $0.001 per share (Title of Class of Securities) 59833J206 (CUSIP Number) Michael W. Minnich 7 East 20th Street, Apartment 12F New York, New York 10006 (402) 489-8266 (Name, Address and Telephone Number of |
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| December 22, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K 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 21, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction 000-10685 (Commission File Number) 20-0362426 (IRS |
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| December 22, 2020 |
Exhibit 99.1 Midwest Holding Inc. Announces Closing of Public Offering LINCOLN, Neb., Dec. 21, 2020 /PRNewswire/ - Midwest Holding Inc. (“Midwest”) (NASDAQ: “MDWT”) today announced the closing of its previously announced underwritten public offering of 1,000,000 shares of its voting common stock at a price to the public of $70.00 per share. The aggregate net proceeds to the Company are expected to |
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| December 17, 2020 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-249828 PROSPECTUS 1,000,000 Shares of Voting Common Stock This is a public offering of voting common stock by Midwest Holding Inc. Prior to this offering, our shares were listed on the OTCQB but experienced very limited trading. The public offering price per share of our voting common stock is $70.00 per share. Our voting co |
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| December 17, 2020 |
Exhibit 1.1 Execution Version 1,000,000 Shares Midwest Holding Inc. Voting Common Stock $0.001 par value per share Underwriting Agreement December 16, 2020 Piper Sandler & Co., as Representative of the several Underwriters named on Schedule A hereto c/o Piper Sandler & Co. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: Midwest Holding Inc., a Delaware corp |
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| December 17, 2020 |
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 16, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction 000-10685 (Commission File Number) 20-0362426 (IRS |
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| December 17, 2020 |
Midwest Holding Inc. Announces Pricing of Public Offering Exhibit 99.1 Midwest Holding Inc. Announces Pricing of Public Offering December 17, 2020 Lincoln, Nebraska - (PR NEWSWIRE) – Midwest Holding Inc. (“Midwest” or the “Company”) today announced that a public offering of 1,000,000 shares of its voting common stock has been priced at $70.00 per share. Midwest has granted the underwriters a 30-day option to purchase up to an additional 150,000 shares at |
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| December 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Midwest Holding Inc. (Exact name of registrant as specified in its charter) Delaware 20-0362426 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number |
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| December 14, 2020 |
[Signature Page to Underwriters' Acceleration Request] December 14, 2020 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| December 14, 2020 |
Midwest Holding Inc. 2900 South 70th Street, Suite 400 Lincoln, Nebraska 68506 (402) 489-8266 December 14, 2020 Via Edgar VIA EDGAR Ms. Sonia Bednarowski United States Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549-4546 Re: Midwest Holding Inc. Registration Statement on Form S-1 (Registration No. 333-249828) Request for Acceleration of Effective Date Ladies and Gentlem |
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| December 14, 2020 |
Form of Underwriting Agreement between Midwest Holding Inc. and the underwriters named therein. Exhibit 1.1 [●] Shares Midwest Holding Inc. Voting Common Stock $0.001 par value per share Underwriting Agreement December [●], 2020 Piper Sandler & Co., as Representative of the several Underwriters named on Schedule A hereto c/o Piper Sandler & Co. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: Midwest Holding Inc., a Delaware corporation (the “Company”) |
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| December 14, 2020 |
Exhibit 10.1 Execution Version NOVATION AGREEMENT This NOVATION AGREEMENT (this “Agreement”), dated as of December 8, 2020, is entered into by and among American Life & Security Corp., a Nebraska-domiciled insurance company (“Cedent”), Seneca Incorporated Cell, LLC 2020-02 (“Seneca Cell”), an incorporated cell of Seneca Reinsurance Company, LLC, a sponsored captive insurance company formed as a li |
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| December 14, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K 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 8, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA (State or other jurisdiction 000-10685 (Commission File Number) 20-0362426 (IRS E |
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| December 14, 2020 |
As filed with the Securities and Exchange Commission on December 11, 2020 Registration No. |
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| December 9, 2020 |
Midwest Holding Inc. Announces Launch of Public Offering Exhibit 99.1 Midwest Holding Inc. Announces Launch of Public Offering December 9, 2020 Lincoln, Nebraska - (PR NEWSWIRE) – Midwest Holding Inc. (“Midwest”or the “Company”) today announced it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission relating to the proposed underwritten public offering of 1,000,000 shares of its voting common stock, the entiret |
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| December 9, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K 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 F |
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| December 9, 2020 |
Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated December 9, 2020 Relating to Preliminary Prospectus issued December 9, 2020 Registration Statement No. |
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| December 9, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 9, 2020 Registration No. |
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| November 19, 2020 |
As filed with the Securities and Exchange Commission on November 19, 2020 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 19, 2020 Registration No. |
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| November 18, 2020 |
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): November 16, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) DELAWARE 000-10685 20-0362426 (State or other jurisdiction (Commission File Number) (IRS |
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| November 18, 2020 |
Exhibit 10.3 MIDWEST HOLDING INC. 2020 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE 1.1 Purpose. The purposes of this Plan are to create incentives which are designed to motivate Participants to put forth maximum effort toward the success and growth of the Company and to enable the Company to attract and retain experienced individuals who by their position, ability and diligence are able to make imp |
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| November 18, 2020 |
Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, effective as of November 16, 2020 (the “Effective Date”), by and between A. Michael Salem (hereinafter referred to as the “Executive”), and Midwest Holding Inc., a Delaware corporation (hereinafter referred to as “MHI” or the “Employer”). WHEREAS, MHI operates as a financial |
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| November 18, 2020 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF MIDWEST HOLDING INC. (adopted on November 16, 2020) TABLE OF CONTENTS ARTICLE I CORPORATE OFFICES 1 1.1 REGISTERED OFFICE; EXECUTIVE OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETINGS 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 6 2.6 QUORUM 6 2.7 A |
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| November 18, 2020 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, effective as of November 16, 2020 (the “Effective Date”), by and between Michael Minnich (hereinafter referred to as the “Executive”), and Midwest Holding Inc., a Delaware corporation (hereinafter referred to as “MHI” or the “Employer”). WHEREAS, MHI operates as a financial |
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| November 16, 2020 |
Quarterly Report on Form 10-Q for the quarter September 30, 2020; Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 3, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 3, 2020 Registration No. |
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| November 3, 2020 |
Specimen Stock Certificate evidencing the shares of voting common stock Exhibit 4.1 .ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# VOTING COMMON STOCK PAR VALUE $0.001 VOTING COMMON STOCK Certificate Number ZQ00000000 THIS CERTIFIES THAT MIDWEST HOLDING INC. A DELAWARE CORPORATION ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David S |
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| November 3, 2020 |
EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT 1. American Life & Security Corp., a Nebraska corporation 2. 1505 Capital LLC, a Delaware limited liability company 3. Seneca Reinsurance Company, LLC, a Vermont limited liability company |
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| October 30, 2020 |
MDWT / Midwest Holding Inc. / Vespoint LLC - SC 13D/A (AMENDMENT NO. 5) Activist Investment SC 13D/A (AMENDMENT NO. 5) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) MIDWEST HOLDING INC. (Name of Issuer) Voting Common Stock, $0.001 par value per share (Title of Class of Securities) 59833J107 (CUSIP Number) A. Michael Salem Xenith Holdings LLC c/o Vespoint LLC 1075 Old Post Road Bedford, New |
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| October 30, 2020 |
EX-99.A EXECUTION COPY EXHIBIT A AGREEMENT AS TO JOINT FILING Pursuant to Regulation Section 240.13d-1(k)(1)(iii), the undersigned acknowledge and agree that the attached Amendment No. 5 to Schedule 13D relating to Midwest Holding Inc. is being filed on behalf of each of the undersigned. Dated: October 28, 2020 XENITH HOLDINGS LLC By: Vespoint LLC, its managing member By: /s/ A. Michael Salem Name |
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| August 21, 2020 |
Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed August 17, 2020.) Exhibit 3.2 Exhibit A-2 BYLAWS OF MIDWEST HOLDING INC. (adopted on August 17, 2020) TABLE OF CONTENTS ARTICLE I CORPORATE OFFICES 1 1.1 REGISTERED OFFICE; EXECUTIVE OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETINGS 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 6 2.6 QUORUM 6 2.7 ADJOURNED ME |
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| August 21, 2020 |
Exhibit 3.3 DOMESTIC BUSINESS CORPORATION STATE OF NEBRASKA ARTICLES OF CHARTER SURRENDER (Upon Domestication) MIDWEST HOLDING INC. Pursuant to Section 21-2,130 of the Nebraska Model Business Corporation Act (“Act”), the undersigned corporation executed and delivers the following Articles of Charter Surrender: FIRST: The articles of charter surrender are being filed in connection with the domestic |
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| August 21, 2020 |
Exhibit 2.1 PLAN OF DOMESTICATION MIDWEST HOLDING INC. This Plan of Domestication has been adopted by Midwest Holding Inc., a Nebraska corporation (the “Company”) as of August 12, 2020. WITNESSETH: WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Nebraska; WHEREAS, the Company wishes to change its domicile of incorporation from Nebraska to Delaware b |
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| August 21, 2020 |
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): August 17, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000-10685 20-0362426 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 21, 2020 |
Exhibit 3.4 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION PURSUANT TO SECTION 265 OF THE DELAWARE GENERAL CORPORATION LAW MIDWEST HOLDING INC. 1. The jurisdiction where the Non-Delaware Corporation first formed is State of Nebraska. 2. The jurisdiction immediately prior to filing this Certificate is Nebraska. 3. The date the Non-Delaware Corp |
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| August 21, 2020 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF MIDWEST HOLDING INC. ARTICLE I The name of the Corporation is Midwest Holding Inc. ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, DE 19801. The name of the registered agent at that address is The Corporation Trust Company. ARTICLE III The purpose of the Corpo |
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| August 14, 2020 |
Articles of Amendment of Amended and Restated Articles of Incorporation of Midwest Holding Inc. Exhibit 3.1 ARTICLES OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MIDWEST HOLDING INC. Midwest Holding Inc., a corporation organized and existing under the laws of the State of Nebraska (the “Corporation”) hereby certifies that: A. The name of the Corporation is Midwest Holding Inc. B. Article II of the Amended and Restated Articles of Incorporation is hereby amended and res |
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| August 14, 2020 |
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): August 10, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000-10685 20-0362426 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 14, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-10685 Midwest Holding Inc. (Exact name of |
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| August 3, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 27, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA (State or other jurisdiction 000-10685 (Commission File Number) 20-0362426 (IRS Empl |
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| August 3, 2020 |
Exhibit 10.1 EXECUTION VERSION MASTER LETTER AGREEMENT April 24, 2020 American Life & Security Corp. 2900 S. 70th Street Suite 400 Lincoln, NE 68506 Attention: Michael Salem and Mike Minnich Email: [Redacted] Email: [Redacted] Seneca Reinsurance Company, LLC c/o Amethyst Captive Insurance Solutions 126 College Street, Suite 300 Burlington VT 05401 Email: [Redacted] Email: [Redacted] Email : [Redac |
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| July 16, 2020 |
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 14, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000-10685 20-0362426 (State or other jurisdiction of incorporation) (Commission File |
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| June 17, 2020 |
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): June 12, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000-10685 20-0362426 (State or other jurisdiction of incorporation) (Commission File |
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| June 17, 2020 |
Exhibit 10.1 UNIT PURCHASE AGREEMENT This Unit Purchase Agreement (the “Agreement”) is made and entered into with the intent it be effective as of June 12, 2020 (the “Effective Date”), by and among MIDWEST HOLDING INC., a Nebraska corporation (“Buyer”); AURORA FINANCIAL SERVICES, a Delaware corporation (“Seller”); and 1505 CAPITAL LLC, a Delaware limited liability company (the “Company”). WHEREAS, |
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| June 17, 2020 |
EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED, OR (III) CONTAINS PERSONALLY IDENTIFIABLE INFORMATION Exhibit 10. |
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| May 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☑ Defin |
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| May 26, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 19, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA (State or other jurisdiction 000-10685 (Commission File Number) 20-0362426 (IRS Emplo |
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| May 26, 2020 |
Form of Indemnification Agreement Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of May , 2020, by and between Midwest Holding Inc., a Nebraska corporation (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate p |
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| May 19, 2020 |
Jones & Keller, P.C. 1999 Broadway, Suite 3150 Denver, Colorado 80202 Telephone: (303) 573-1600 May 19, 2020 VIA EDGAR AND OVERNIGHT COURIER Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski, Esq. Division of Corporate Finance Re: Midwest Holding Inc. Preliminary Proxy Statement on Schedule 14A Filed May 8, 2020 |
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| May 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Defin |
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| May 14, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000‑10685 Midwest Holding Inc. (Exact name of |
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| May 14, 2020 |
Exhibit 10.1 EXECUTION COPY FUNDS WITHHELD COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (MYGA and FIA BUSINESS) between SDA ANNUITY & LIFE RE and AMERICAN LIFE & SECURITY CORP. effective as of September 30, 2019 Treaty Number 01 TABLE OF CONTENTS Page ARTICLE I GENERAL PROVISIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Other Definitional Provisions 6 ARTICLE II COVERAGE 7 Section 2.01 Scope |
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| May 8, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Defin |
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| May 6, 2020 |
MDWT / Midwest Holding Inc. / Vespoint Llc - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) MIDWEST HOLDING INC. (Name of Issuer) Voting Common Stock, $0.001 par value per share (Title of Class of Securities) 59833J107 (CUSIP Number) A. Michael Salem Xenith Holdings LLC c/o Vespoint LLC 1075 Old Post Road Bedford, New York 10506 (914) 2 |
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| May 6, 2020 |
EX-99.A EXECUTION COPY EXHIBIT A AGREEMENT AS TO JOINT FILING Pursuant to Regulation Section 240.13d-1(k)(1)(iii), the undersigned acknowledge and agree that the attached Amendment No. 4 to Schedule 13D relating to Midwest Holding Inc. is being filed on behalf of each of the undersigned. Dated: May 6, 2020 XENITH HOLDINGS LLC By: Vespoint LLC, its managing member By: /s/ A. Michael Salem Name: A. |
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| May 4, 2020 |
MDWT / Midwest Holding Inc. / BRATTON DOUGLAS K Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Midwest Holding Inc. (Name of Issuer) Voting Common Stock, par value $0.001 per share (Title of Class of Securities) 59833J107 (CUSIP Number) Jesús H. Payán Crestline Management, L.P. 201 Main Street, Suite 1900 Fort Worth, TX 76102 (817) 339-7600 (Name, A |
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| April 27, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 27, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA (State or other jurisdiction 000-10685 (Commission File Number) 20-0362426 (IRS Emp |
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| April 27, 2020 |
© Midwest Holding Inc. Investor Presentation April 2020 Exhibit 99.1 © Midwest Holding Inc. Investor Presentation April 2020 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are not strictly historical statements consti |
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| April 24, 2020 |
Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of April 24, 2020, by and between Midwest Holding Inc., a Nebraska corporation (the “Company”), and Douglas K. Bratton (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are p |
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| April 24, 2020 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT by and among MIDWEST HOLDING INC., XENITH HOLDINGS LLC, VESPOINT LLC and CRESTLINE ASSURANCE HOLDINGS LLC Dated as of April 24, 2020 Securities Purchase Agreement (Midwest Holding) Table of Contents Page SECTION 1. DEFINITIONS. 1 SECTION 2. PURCHASE AND SALE. 6 (A) PURCHASE AND SALE OF SECURITIES 6 (B) USE OF PROCEEDS 7 SECTION 3. CLOSING; CLOSING DATE. 7 |
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| April 24, 2020 |
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): April 24, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA (State or other jurisdiction 000-10685 (Commission File Number) 20-0362426 (IRS Emp |
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| April 24, 2020 |
Exhibit 10.3 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of April 24, 2020 between and among MIDWEST HOLDING INC., a Nebraska corporation (the “Company”), CRESTLINE ASSURANCE HOLDINGS LLC, a Delaware limited liability company (“Crestline”), XENITH HOLDINGS LLC, a Delaware limited liability company (“Xenith”), VESPOINT LLC, a Delaware limited liability c |
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| April 24, 2020 |
Exhibit 10.4 LOAN TERMINATION AGREEMENT THIS LOAN TERMINATION AGREEMENT is made as of April 24, 2020 (the “Agreement”), by and between Midwest Holding Inc., a Nebraska corporation (“Midwest”), and Xenith Holdings LLC, a Delaware limited liability company (“Xenith”). Midwest and Xenith are also referred to as a “Party” and collectively referred to herein as the “Parties”. RECITALS A. Midwest and Xe |
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| April 21, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 15, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA (State or other jurisdiction 000-10685 (Commission File Number) 20-0362426 (IRS Emp |
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| April 21, 2020 |
Exhibit 10.1 EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. FUNDS WITHHELD AND FUNDS PAID COINSURANCE AGREEMENT (MYGA and FIA BUSINESS) between US ALLIANCE LIFE AND SECURITY COMPANY and AMERICAN LIFE & SECURITY CORP. effective as of January 1, 2020 Treaty Number 00 |
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| March 13, 2020 |
Exhibit 4.1 Description of the Registrant’s Securities The following summary of the Registrant’s equity securities is based on and qualified by the Registrant’s Amended and Restated Articles of Incorporation (the “Amended Articles of Incorporation) and Bylaws. For a complete description of the terms and provisions of the Registrant’s equity securities, refer to the Amended and Restated Articles of |
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| March 13, 2020 |
EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT 1. American Life & Security Corp., a Nebraska corporation 2. 1505 Capital LLC, a Delaware limited liability company |
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| March 13, 2020 |
MDWT / Midwest Holding Inc. 10-K - Annual Report - 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000‑10685 Midwest Holding Inc. (Exact nam |
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| January 23, 2020 |
© Midwest Holding Inc. Company Presentation January 2020 Exhibit 99.1 © Midwest Holding Inc. Company Presentation January 2020 Disclaimer Disclosures: This document (“Presentation”) is neither an offer to sell nor a solicitation of an offer to buy any security and is provided solely to provide recipients information about Midwest Holding Inc. (“Company”) and its affiliates, shareholders, officers and directors. This Presentation is not intended to solic |
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| January 23, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 23, 2020 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000‑10685 20‑0362426 (State or other jurisdiction of incorporation) (Commission F |
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| November 8, 2019 |
MDWT / Midwest Holding Inc. 10-Q - Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 COMMISSION FILE NUMBER 000-10685 Midwest Holding Inc. (Exact name of registrant as specified in its charter) Nebraska 20-0362426 (State or other jurisdiction of |
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| August 8, 2019 |
MDWT / Midwest Holding Inc. 10-Q - Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 COMMISSION FILE NUMBER 000-10685 Midwest Holding Inc. (Exact name of registrant as specified in its charter) Nebraska 20-0362426 (State or other jurisdiction of (I.R.S. Employer incor |
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| August 6, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 31, 2019 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000-10685 20-0362426 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| August 6, 2019 |
Exhibit 10.1 EXECUTION COPY FUNDS WITHHELD COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (MYGA BUSINESS) between IRONBOUND REINSURANCE COMPANY LIMITED and AMERICAN LIFE & SECURITY CORP. effective as of July 25, 2019 Treaty Number 001 TABLE OF CONTENTS (continued) Page ARTICLE I GENERAL PROVISIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Other Definitional Provisions 7 ARTICLE II COVERAGE 8 Sec |
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| June 19, 2019 |
Unregistered Sales of Equity Securities 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): June 18, 2019 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000-10685 20-0362426 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| June 19, 2019 |
MDWT / Midwest Holding Inc. / Vespoint Llc - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) MIDWEST HOLDING INC. (Name of Issuer) Voting Common Stock, $0.001 par value per share (Title of Class of Securities) 59833J107 (CUSIP Number) A. Michael Salem Xenith Holdings LLC c/o Vespoint LLC 1075 Old Post Road Bedford, New York 10506 (914) 2 |
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| June 19, 2019 |
EX-99.A EXECUTION COPY EXHIBIT A AGREEMENT AS TO JOINT FILING Pursuant to Regulation Section 240.13d-1(k)(1)(iii), the undersigned acknowledge and agree that the attached Amendment No. 3 to Schedule 13D relating to Midwest Holding Inc. is being filed on behalf of each of the undersigned. Dated: June 18, 2019 XENITH HOLDINGS LLC By: Vespoint LLC, its managing member By: /s/ A. Michael Salem Name: A |
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| June 17, 2019 |
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): June 11, 2019 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000-10685 20-0362426 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| June 17, 2019 |
Exhibit 10.1 MIDWEST HOLDING INC. 2019 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE 1.1 Purpose. The purposes of this Plan are to create incentives which are designed to motivate Participants to put forth maximum effort toward the success and growth of the Company and to enable the Company to attract and retain experienced individuals who by their position, ability and diligence are able to make imp |
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| May 23, 2019 |
MDWT / Midwest Holding Inc. 10-Q - Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 COMMISSION FILE NUMBER 000-10685 Midwest Holding Inc. (Exact name of registrant as specified in its charter) Nebraska 20-0362426 (State or other jurisdiction of (I.R.S. Employer inco |
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| May 14, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 0000355379 CUSIP NUMBER (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K [X] Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report |
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| May 7, 2019 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): May 2, 2019 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000-10685 20-0362426 (State or other jurisdiction (Commission File Number) (IRS Employ |
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| May 7, 2019 |
Letter from RSM US LLP, dated May 7, 2019, regarding the change in certifying accountant. May 7, 2019 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 RSM US LLP 1299 Farnam St Suite 530 Omaha, NE 68102 T +1 402 344 6100 F +1 402 344 6101 www.rsmus.com Commissioners: We have read Midwest Holding Inc.’s statements included in Items 4.01 of its Form 8-K, which we understand will be filed on May 7, 2019. We agree with such statements concerning our firm. Sincerely |
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| May 2, 2019 |
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): April 30, 2019 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000-10685 20-0362426 (State or other jurisdiction (Commission File Number) (IRS Emp |
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| May 1, 2019 |
EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT 1. American Life & Security Corp., a Nebraska corporation |
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| May 1, 2019 |
MDWT / Midwest Holding Inc. 10-K Annual Report ANNUAL REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-10685 Midwest Holding Inc. (Exact nam |
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| April 30, 2019 |
MDWT / Midwest Holding Inc. DEF 14A DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 26, 2019 |
MDWT / Midwest Holding Inc. SC 14N SC 14N SC 14N UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14N UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* MIDWEST HOLDING INC. (Name of Issuer) Class C Preferred Stock1 (Title of Class of Securities) 59833J107 (CUSIP Number) ☐ Solicitation Pursuant to § 240.14a-2(b)(7) ☐ Solicitation Pursuant to § 240.14a-2(b)(8) ☐ Notice of Submission of a Nominee or |
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| April 2, 2019 |
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): March 28, 2019 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000-10685 20-0362426 (State or other jurisdiction (Commission File Number) (IRS Emp |
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| April 2, 2019 |
Exhibit 3.1 March, 2019 AMENDED AND RESTATED BYLAWS OF MIDWEST HOLDING INC. ARTICLE I OFFICES Section 1. Principal Office. The principal office of the corporation shall be in Lancaster County, Nebraska. Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Nebraska as the Board of Directors may from time to time determine or the b |
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| April 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 0000355379 CUSIP NUMBER (Check One): [X] Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Rep |
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| February 8, 2019 |
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION FOR MIDWEST HOLDING INC. UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION FOR MIDWEST HOLDING INC. The Reinsurance Agreement. On November 30, 2018, American Life & Security Corp. (“American Life”), a wholly owned subsidiary of Midwest Holding Inc. (“Midwest”), entered into an Assumption and Indemnity Reinsurance Agreement (the “Agreement”) with Unified Life Insurance Company, an unaffiliated Texas domiciled stock insur |
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| February 8, 2019 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 10, 2018 Midwest Holding Inc. (Exact name of registrant as specified in its charter) NEBRASKA 000-10685 20-0362426 (State or other jurisdiction (Commissio |
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| December 28, 2018 |
MDWT / Midwest Holding Inc. / Vespoint Llc - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) MIDWEST HOLDING INC. (Name of Issuer) Voting Common Stock, $0.001 par value per share (Title of Class of Securities) 59833J107 (CUSIP Number) A. Michael Salem Xenith Holdings LLC c/o Vespoint LLC 1075 Old Post Road Bedford, New York 10506 (914) 2 |
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| December 28, 2018 |
EX-A EXECUTION COPY EXHIBIT A AGREEMENT AS TO JOINT FILING Pursuant to Regulation Section 240. |
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| December 13, 2018 | ||
| December 13, 2018 | ||
| December 13, 2018 | ||
| December 13, 2018 |
