Filing Analysis
Presurance Holdings, Inc. reported the results of its virtual annual meeting of shareholders held on June 3, 2026. Shareholders elected two Class II directors and ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2026.
📋 Key Facts
- Annual Meeting held on June 3, 2026.
- Timothy M. Lamothe and Isolde G. O'Hanlon were elected as Class II directors for three-year terms expiring in 2029.
- Grant Thornton LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Quorum was established with 21,552,879 shares present (approximately 82.2% of the 26,222,881 outstanding shares).
Presurance Holdings, Inc. has filed a Certificate of Amendment to effect a 1-for-7 reverse stock split of its common stock, effective June 1, 2026, to maintain compliance with Nasdaq's minimum bid price requirements.
🚩 Red Flags
- The reverse split is specifically implemented to 'enable the Company to comply with The Nasdaq Capital Market’s continued listing requirements,' indicating the company is struggling with its share price.
📋 Key Facts
- Reverse stock split ratio is 1-for-7.
- Effective date of the split is June 1, 2026, at 5:00 p.m. ET.
- Common stock is expected to begin trading on a split-adjusted basis on June 2, 2026.
- Outstanding shares will be reduced from approximately 26.2 million to approximately 3.7 million.
- Authorized shares remain unchanged at 100 million.
- Fractional shares will be rounded down to the next whole share and paid out in cash.
- New CUSIP number: 20731J 409.
Presurance Holdings, Inc. announced its financial results for the first quarter of 2026 on May 13, 2026. The filing includes the earnings press release as an exhibit but does not disclose additional material events.
📋 Key Facts
- Publicly announced Q1 2026 financial results on May 13, 2026
- The company's 9.75% Senior Notes due 2028 are traded on Nasdaq under the symbol PRHIZ
- The report was signed by Chief Executive Officer Brian J. Roney
- The filing consists of Item 2.02 (Results of Operations and Financial Condition) and Item 9.01 (Financial Statements and Exhibits)
Presurance Holdings, Inc. announced its financial results for the fourth quarter of 2025 on March 27, 2026. The filing includes the earnings press release as an exhibit but does not detail specific financial metrics within the 8-K body.
📋 Key Facts
- Announced Q4 2025 financial results on March 27, 2026
- The company has 9.75% Senior Notes due 2028 listed on Nasdaq (PRHIZ)
- Common stock is traded on Nasdaq under the symbol PRHI
- The report was filed under Item 2.02 (Results of Operations and Financial Condition)
Presurance Holdings, Inc. received a Nasdaq deficiency notice on March 3, 2026, due to its common stock failing to maintain a minimum bid price of $1.00 for 30 consecutive business days. The company has 180 days to regain compliance and is considering a previously authorized reverse stock split to address the deficiency.
🚩 Red Flags
- Nasdaq delisting notice for minimum bid price deficiency.
- Proposed reverse stock split (ratio up to 1-for-12) to artificially inflate share price.
- Stock has traded below $1.00 for over a month.
📋 Key Facts
- Received Nasdaq notice on March 3, 2026, regarding non-compliance with Rule 5550(a)(2).
- Common stock (PRHI) closed below $1.00 for 30 consecutive business days.
- The company has until August 31, 2026, to regain compliance by maintaining a $1.00 bid price for at least 10 consecutive days.
- Shareholders approved a reverse stock split (ratio 1-for-2 to 1-for-12) in June 2025.
- The Board's authority to execute the reverse split expires on June 3, 2026.
- The company may be eligible for an additional 180-day extension if it meets other listing requirements.
Presurance Holdings completed a rights offering and a complex related-party transaction with Clarkston Companies, an entity affiliated with Director Jeffrey Hakala. The deal involved the redemption of $7.5 million in Series B Preferred Stock, with the proceeds partially used to fund a backstop commitment for unsubscribed shares in the rights offering.
🚩 Red Flags
- Complex related-party transaction involving a Director-affiliated entity (Clarkston Companies).
- Circular financing structure where the company redeemed preferred stock to enable the insider to fund a common stock backstop.
- Retroactive 'corrections' to warrants and the Certificate of Designation immediately preceding the transaction execution.
- Significant dilution resulting from the issuance of 14 million new shares.
📋 Key Facts
- Redeemed all Series B Preferred Stock from Clarkston Companies for $7.5 million ($5,000 per share plus $101.30 in accrued dividends).
- Rights offering resulted in the sale of 4,284,640 shares of common stock to subscribers for approximately $4.3 million.
- Clarkston Companies purchased 9,715,360 shares at $1.00 per share to satisfy a backstop commitment.
- The backstop payment was funded by $2.2 million in cash and an offset of the Series B redemption price.
- Filed a Certificate of Correction on February 26, 2026, to modify Series B dividend rates and allow for immediate redemption.
- Amended common stock purchase warrants issued in February 2025 to 'correct certain errors'.