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 18, 2015

Midwest Holding Inc.
(Exact name of registrant as specified in its charter)

2900 South 70th Street, Suite 400
Lincoln, Nebraska 68506
(Address of principal executive offices) (Zip Code)

(402) 489-8266
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 2.01. Completion of Acquisition or Disposition of Assets

On December 18, 2015, Midwest Holding Inc., a Nebraska corporation (“Midwest”), Northstar Financial Corp., a Minnesota corporation (“Northstar”), and Midwest Acquisition Minnesota, Inc., a Minnesota corporation and wholly-owned subsidiary of Midwest (“Merger Subsidiary”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, (i) Merger Subsidiary will, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, merge with and into Northstar (the “Merger”), the separate corporate existence of Merger Subsidiary will cease and Northstar will be the successor or surviving corporation of the Merger and a wholly owned subsidiary of Midwest.

Upon consummation of the Merger, Northstar will become a wholly owned subsidiary of Midwest and, subject to the terms and conditions of the Merger Agreement, holders of Northstar common stock (except Midwest) will receive, in exchange for each share of Northstar common stock, 1.27 shares of Midwest's voting common stock. Any fractional shares of Midwest stock will be rounded to the nearest whole share. Midwest owns 14.3% of the outstanding shares of common stock of Northstar.

The respective boards of directors of Midwest, Northstar and Merger Subsidiary have determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of, their respective shareholders, and have unanimously approved the Merger and the Merger Agreement. The transactions contemplated by the Merger Agreement are subject to, among other closing conditions, approval of Northstar’s shareholders at a special shareholders' meeting to be called and held by Northstar and the filing and effectiveness of a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”).

The parties to the Merger Agreement intend to consummate the Merger as soon as practicable upon receiving approval of the Northstar shareholders.

Midwest and Northstar have made customary representations and warranties in the Merger Agreement and agreed to certain customary covenants, including covenants regarding operation of their respective business prior to the consummation of the Merger.

The Merger Agreement contains certain termination rights for Midwest including, among other things, if (i) the Merger is not consummated on or before June 16, 2016, or (ii) more than 2.5% of the shares of Northstar properly perfect appraisal (dissenter) rights.

The Merger Agreement contains representations and warranties by each of the parties. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Merger Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between Midwest, on the one hand, and Northstar, on the other hand. Accordingly, the representations and warranties and other disclosures in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts about Midwest or Northstar at the time they were made or otherwise.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement which is filed as Exhibit 10.1 to this report, and which is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This report contains certain forward-looking statements about Midwest including statements that involve risks and uncertainties concerning Midwest's proposed transaction with Northstar. Actual events or results may differ materially from those described, expressed or implied in this report due to a number of risks and uncertainties, many of which are beyond the control of Midwest. The potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, general economic conditions, industry specific conditions and the possibility that Midwest may be adversely affected by other economic, business, and/or competitive factors. Please refer to the documents that Midwest files with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important business risks, financial and operational matters of Midwest. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Midwest. Midwest is under no duty to update any of the forward-looking statements after the date of this document.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01: Financial Statements and Exhibits

(d) Exhibits:

The following exhibits are filed with this Current Report on Form 8-K:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.