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EX-10.1 - EX-10.1 - MIDWEST HOLDING INC.tmb-20200519xex10d1.htm

 

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 Employer Identification No.)

of incorporation)

 

 

 

 

 

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)

 

 

Not Applicable

 

 

(Former name or former address, if changed since last report)

 

 

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 (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 19, 2020, the Board of Directors (the “Board”) of Midwest Holding Inc. (the “Company”) approved a form of indemnity agreement to be entered into between the Company and its directors and officers  (each, an “Indemnification Agreement” and collectively, the “Indemnification Agreements”) pursuant to which the Company agrees to indemnify such individuals in connection with claims brought against them in their capacities as officers and directors of the Company. Each Indemnification Agreement also provides each individual with, among other things, certain expense advancement rights in legal proceedings so long as such individual undertakes to repay the advancement if it is later determined that such individual is not entitled to be indemnified.

 

The preceding is a summary of the material provisions of the Indemnification Agreements and is qualified in its entirety by reference to the complete text of the form of Indemnification Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is furnished with this Current Report on Form 8-K:

 

 

 

 

Exhibit No.

 

Description

10.1

 

Form of Indemnification Agreement 

 

2

 

 

 

EXHIBIT INDEX

 

 

 

 

 

Exhibit No.

 

Description

10.1

 

Form of Indemnification Agreement

 

 

3

 

 

SIGNATURES

 

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, thereunto duly authorized.

 

Dated: May 26, 2020

 

 

 

 

 

MIDWEST HOLDING INC.

 

 

 

 

 

By: /s/ Mark A. Oliver

 

Name: Mark A. Oliver

 

Title:    President

 

4