8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 19, 2023

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AmerInst Insurance Group, Ltd.

(Exact name of registrant as specified in its charter)

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Bermuda	000-28249	98-0207447
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

c/o Davies Captive Management Limited

25 Church Street, Continental Building

P.O. Box HM 1601, Hamilton, Bermuda HMGX

(Address of Principal Executive Office) (Zip Code)

(441) 295-2185

(Registrant’s telephone number, including area code)

N/A

(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:

☐ 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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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. ☐

AMERINST INSURANCE GROUP, LTD.

FORM 8-K

CURRENT REPORT

Item 1.01 Entry into a Material Definitive Agreement.

Reference is made to the Current Report on Form 8-K filed by AmerInst Insurance Group, Ltd. on June 21, 2023 (the “Prior 8-K”), reporting the entry into an Asset Purchase Agreement, dated as of June 15, 2023, providing for the sale of substantially all of Protexure’s assets. Terms used but not defined herein have the meanings given to such terms in the Prior 8-K.

On September 19, 2023, the parties to the APA entered into Amendment No. 1 to the APA (the “Amendment”) to extend (from September 30, 2023 to October 30, 2023) the date after which either Protexure or the Purchaser may terminate the APA if the Asset Sale has not been completed.

The above description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as an exhibit to and incorporated by reference in this Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

2.1 Amendment #1 to Asset Purchase Agreement, dated as of September 19, 2023, by and among MAC 43, LLC, Protexure Insurance Agency, Inc., and Protexure Risk Purchasing Group, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

AMERINST INSURANCE GROUP, LTD.
By:	/s/ Thomas B. Lillie
	Thomas B. Lillie Chairman of the Board

Date: September 21, 2023

EX-2.1

Exhibit 2.1

AMENDMENT #1 TO ASSET PURCHASE AGREEMENT

THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into this 19th day of September, 2023, by and between Protexure Insurance Agency, Inc., Protexure Risk Purchasing Group, Inc., and MAC 43, LLC (collectively, the “Parties”).

WHEREAS, the Parties entered into that certain Asset Purchase Agreement, dated June 15, 2023 (the “APA”); and

WHEREAS, the Parties mutually desire to amend the APA as set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.         Amendment to Section 7.1. The Parties hereby agree to delete the last sentence of Section 7.1 of the APA and replace it with the following:

“The Parties currently anticipate that the Closing Date will be on or about October 30, 2023.”

2.         Amendment to Section 10.1(b). The Parties hereby agree to delete Section 10.1(b) of the APA and replace it with the following:

“(b)    by either the Purchaser or the Seller if the Closing has not occurred on or before October 30, 2023, provided that this provision shall not be available to the Party who fails or refuses to consummate the transactions contemplated herein or to take any other action referred to herein as necessary to consummate the transactions contemplated hereby in breach of such Party’s obligations contained herein; and,”

3.         Miscellaneous.

a) Except as modified by this Amendment, the Parties hereby agree that the terms of the APA are, and remain, in full force and effect. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the APA.

b) This Amendment may be executed in any number of counterparts, by facsimile, electronic mail (pdf) or original signatures, each of which need not contain the signatures of more than one party, and all of such counterparts together shall constitute one and the same agreement. Facsimile or electronic mail (pdf) signatures will be deemed to be original signatures for all purposes as it relates to this Amendment.

c) This Amendment contains the entire agreement among the Parties and supersedes all prior oral or written agreements or understandings with respect to the matters provided for herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Amendment as of the date first written above.

Protexure Insurance Agency, Inc.

By: /s/ Thomas B. Lillie                           

Name: Thomas B. Lillie

Title:   Chairman of the Board

Protexure Risk Purchasing Group, Inc.

By: /s/ Kyle Nieman                           

Name: Kyle Nieman

Title:    President

MAC 43, LLC

By: /s/ Thomas B. McGowan, IV         

Name: Thomas B. McGowan, IV

Title:   President & Chief Executive Officer

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XML

Document And Entity Information	Sep. 19, 2023
Document Information [Line Items]
Entity, Registrant Name	AmerInst Insurance Group, Ltd.
Document, Type	8-K
Document, Period End Date	Sep. 19, 2023
Entity, Incorporation, State or Country Code	D0
Entity, File Number	000-28249
Entity, Tax Identification Number	98-0207447
Entity, Address, Address Line One	c/o Davies Captive Management Limited
Entity, Address, Address Line Two	25 Church Street, Continental Building
Entity, Address, Address Line Three	P.O. Box HM 1601
Entity, Address, City or Town	Hamilton
Entity, Address, Country	BM
Entity, Address, Postal Zip Code	HMGX
City Area Code	441
Local Phone Number	295-2185
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001065201