Presurance Holdings, Inc. 8-K

What Happened
Presurance Holdings, Inc. announced it sold 1,600 shares of newly designated Series C Preferred Stock to Clarkston Companies, Inc. for $8,000,000 on December 23, 2025. The purchaser is an entity affiliated with director Jeffrey Hakala. The company filed a Certificate of Designation effective December 23, 2025 and entered into a Securities Purchase Agreement governing the sale. Proceeds will be used for working capital and general corporate purposes.

Key Details

• Issue size & price: 1,600 shares at $5,000 per share = $8,000,000 total.
• Dividend: 15.0% per annum on each Series C share.
• Maturity: April 2, 2027.
• Ranking & liquidation: Series C ranks senior to common stock and has a liquidation preference equal to the $5,000 issue price (pari passu with any parity securities).
• Redemption: Company may optionally redeem all or part of the Series C at the $5,000 issue price (with 10 days’ notice) out of legally available funds.
• Sale was unregistered, relying on Section 4(a)(2) of the Securities Act; the Purchase Agreement and Certificate of Designation are attached as exhibits to the 8-K.

Why It Matters
This is a short-term, relatively expensive form of capital (15% annual dividend) that creates a senior preferred claim ahead of common shareholders in a liquidation. Investors should note the related-party nature of the purchaser (affiliated with a board member), the impact of ongoing dividend obligations on cash flow until redemption or maturity, and that the preferred shares do not appear to convert into common stock (i.e., this is not an equity dilution event for common via conversion, though it does add a senior claim).