UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
Kingstone Companies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
496719105
(CUSIP Number)
November 16, 2022
(Date of Event Which Requires Filing of this Statement)
| Gregory Fortunoff | Scott Fortunoff | |
| 49 West 37th Street, New York, NY 10018 | 49 West 37th Street, New York, NY 10018 |
Copy to:
David Selengut, Esq.
Ellenoff Grossman & Schole LLP.
1345 Sixth Avenue, 11th Floor
New York, New York 10017
(212) 370-1300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
CUSIP No. 496719105
| 1. | NAMES OF REPORTING PERSONS Gregory Fortunoff |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ###-##-#### | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* PF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER 533,700 |
| 8. | SHARED VOTING POWER 35,000 | |
| 9. | SOLE DISPOSITIVE POWER 533,700 | |
| 10. | SHARED DISPOSITIVE POWER
35,000 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 568,000 |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% |
| 14. | TYPE OF REPORTING PERSON IN |
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CUSIP No. 496719105
| 1. | NAMES OF REPORTING PERSONS Scott Fortunoff |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ###-##-#### | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS* PF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER 210,800 |
| 8. | SHARED VOTING POWER 35,000 | |
| 9. | SOLE DISPOSITIVE POWER 210,800 | |
| 10. | SHARED DISPOSITIVE POWER
35,000 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 245,800 |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.3% |
| 14. | TYPE OF REPORTING PERSON IN |
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Item 1. Security and Issuer.
| (a) | Name of Issuer | |
| Kingstone Companies, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices | |
| 15 Joys Lane, | ||
| Kingston, New York 12401 |
Item 2. Identity and Background.
| (a) | Name of Person Filing | |
| This schedule is filed on behalf of Gregory Fortunoff and Scott Fortunoff |
| (b) | Address of Principal Business Office or, if None, Residence | |
| 49 West 37th Street | ||
| New York, NY 10018 |
| (c) | Citizenship | |
| United States |
| (d) | Title of Class of Securities | |
| Common Stock |
| (e) | CUSIP Number | |
| 496719105 |
Item 3. Source and Amount of Funds or Other Consideration.
Personal funds.
Item 4. Purpose of Transaction.
On November 16, 2022, Mr. Gregory Fortunoff submitted a letter to the Directors of the Issuer. This letter is appended hereto as Exhibit 1.
Except as set forth above, the reporting persons have no present plans or proposals which relate to or would result in:
| (a) | The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
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| (e) | Any material change in the present capitalization or dividend policy of the issuer; |
| (f) | Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; |
| (g) | Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (h) | A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
| (i) | Any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer.
The information required by Items 5(a)-(b), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for the Reporting Persons and is incorporated herein by reference.
| (c) | In the past 60 days, Gregory Fortunoff purchased 188,174 shares in the open market at prices between $0.71 and $3.38 per share. In the past 60 days, Scott Fortunoff purchased 116,800 shares in the open market at prices between $0.76 and $3.41 per share. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits:
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: November 18, 2022 | |
| /s/ Gregory Fortunoff | |
| Gregory Fortunoff | |
| /s/ Scott Fortunoff | |
| Scott Fortunoff |
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EXHIBIT 99.1
Gregory Fortunoff
25 Montrose Court
Roslyn, NY 11576
(917) 699-0860
November 16, 2022
Board of Directors
Kingstone Companies, Inc.
15 Joys Lane
Kingston, NY 12401
Attention: Barry B. Goldstein, Chairman of the Board
Re: Current And Even More Despicable Situation
Ladies and Gentlemen,
Our stock price is currently $.71. We are writing this letter on behalf of shareholders of more than 6.5% of the outstanding shares of Kingstone. We are writing this letter two days after your earnings release and subsequent conference call. There was not one part of either event that could be characterized as anything other than a complete disaster.
This is the seventh letter I have written to the Board and Management of Kingstone. You have done nothing but ignore me and all shareholders while completely destroying all of our company’s value. The idea that you would allow a potential buyer to have an exclusive negotiating position without compensation is wrong. The idea that while having some type of interest in a takeover of our company and not using that position to shop for other buyers demonstrates your utter mismanagement and lack of financial transaction strategy. The fact that you did not form a special committee to evaluate the situation and allowed Barry Goldstein to dictate the process to the Board is a complete failure on the part of the board and undeniable negligence. The fact that you are not further along on a refinancing for the expiring bond is another example of your complete lack of understanding of financial matters. This list of items that constitute negligence and disregard for your fiduciary responsibilities could go on and on.
We would like to dedicate this paragraph to Barry Goldstein. Barry cannot separate the business from who he is and who he is from the business. He was once the “king of the country club” with his position as a CEO of a public company and public shares worth twenty million dollars. Some of his savvy ex board members left the board to be able to sell the stock as they knew the valuation was rich. Barry sold no stock and now he cannot get over the fact that others were smarter than him and now richer too. All the “country club “buddies now know where he stands and he is embarrassed. How else can you explain not selling the company to a buyer when the stock price was five as anyone could see the landscape getting harder? Why not sell at five or six dollars or seven dollars? The reason is Barry could not fathom selling at that price. He could not sell below the price that he was so fond of in those golden days. He did not consider shareholders, the state of his business or the state of the insurance landscape for smaller carriers. This was all about Barry and his ego and had nothing to do with any of us regular shareholders. Shame on you Barry for doing this to all of us. The only way forward now is for Barry to resign and forgo his absurd payout that he clearly has not earned. If he does not resign, he should be removed by this board or the next board that is elected during the next annual meeting.
This next paragraph is dedicated to the Kingstone Board of Directors. When you all look in the mirror, what do you see? Do you see a person who is totally manipulated and controlled by someone who has no regard for anyone but himself, including you? Do you see a person that Barry has put in harm’s way by following his lead while you knew deep down that he was not doing the right thing for all shareholders? Do you see a man who was on a board to get a few extra bucks while helping a friend ruin a company? If you are not seeing that person looking back at you, you are looking in the wrong mirror. You have all had a hand in wrecking our company and one way or the other you will all face the consequences of your actions.
On a side note, I wanted to let all shareholders know that this summer I attended the annual meeting. I drove two hours to get there and was shocked to see no board members in person other than employee members. Was the drive too far for you? Did you not think that with all that was going on with the company that a face to face meeting was not warranted? Again, shame on all of you for the lack of respect you showed for your responsibility to all shareholders that you work for.
I will dedicate this paragraph to our plan for moving forward and regaining some of the value that has been lost due to mismanagement and possible fraud by our current CEO and Board. Our company yearns for leadership and I hope to give some of that to fill the void known as Barry Goldstein. Based on the most important fact that the company is in good standing with its customers and is not in bad shape on the financial side in the insurance company, I believe we can move to reset the company and be successful again. Please see some of the steps I would follow to regain our footing.
| 1) | Replace the board in the next election with a diversified slate of insurance and financially savvy people who will be active in working to improve our company for all. (I have a number of candidates ready) |
| 2) | Upon changing the Board composition, Barry Goldstein will be removed as CEO and Chairman. |
| 3) | Meryl Golden will be named CEO so she can run the company without any interference from Barry. |
| 4) | Management and the board will run an evaluation of the company to determine the proper headcount, while not degrading the customer experience or financial discipline. |
| 5) | Management and the Board will be transparent and respect the fact that they are running a public company and that investors money is at risk and think about all investors in the process. |
| 6) | Allow 24 months for our plan to play out and if for some reason the reset does not bare fruit, we will look to sell the company, hopefully from a stronger position. As a worst-case scenario, the company can be put into runoff and distribute the proceeds to shareholders over time. Assuming some improvement in operations and a calming of the bond market, the return to investors should be in the three to six-dollar range, which is multiples higher than where the stock is trading as we write this letter. |
I am asking all shareholders to read my letter and decide how you want to move forward. Do you want to stay in the current predicament with self-serving company destroyer Barry Goldstein? Or do you want a reset under a new Management and Board?
If you choose the latter, I would like you to email Barry Goldstein at bgoldstein@kingstonecompanies.com and ask him to resign. Please cc me on these letters for my records. If you do not want to follow my plan, you can email me at gregfort@aol.com. I would be happy to work with any and all shareholders to hear their ideas or comments on my thoughts. I will assure you that no matter what, we will be working to remove this board and management to improve our situation. We will spend our own money to work to get Kingstone back to where we all know it can be.
I look forward to hearing from my fellow shareholders,
Sincerely,
| /s/ Gregory Fortunoff | |
| Gregory Fortunoff |
EXHIBIT 99.2
JOINT FILING AGREEMENT
Each of the undersigned agrees that (i) the statement on Schedule 13D relating to the Common Stock of Kingstone Companies, Inc. has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 shall apply to each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
| DATED: November 17, 2022 | |
| /s/ Gregory Fortunoff | |
| Gregory Fortunoff | |
| /s/ Scott Fortunoff | |
| Scott Fortunoff |