AmTrust Financial Services, Inc. (NASDAQ:AFSI) Files An 8-K Unregistered Sales of Equity Securities

AmTrust Financial Services, Inc. (NASDAQ:AFSI) Files An 8-K Unregistered Sales of Equity Securities

Item3.02 Unregistered Sales of Equity Securities

On May25, 2017, AmTrust Financial Services, Inc. (AFSI: the
Company), executed a purchase agreement for the issuance and sale
in a private placement of 24,096,384 shares of its common stock
at a price of $12.45 per share resulting in proceeds to the
Company of $300,000,000. The last reported sale price of the
Companys common stock on May25, 2017 was $12.45 per share. The
transaction is expected to close on May26, 2017.

The sole purchasers in the private placement were certain members
of the families of Barry Zyskind, Chairman and Chief Executive
Officer of the Company, and George Karfunkel, a director of the
Company. Neither Mr.Zyskind nor Mr.Karfunkel nor any other
director, executive officer or significant shareholder of the
Company acquired shares in the private placement. The Company
granted to these investors certain registration rights at a
future date once the Company has regained its current filer
status for SEC registration purposes. The investors have agreed
not to exercise their right to vote their shares of common stock
until after the conclusion of the Companys 2018 annual meeting of
shareholders. Additionally, such investors have agreed not to
transfer the common stock, subject to certain limited exceptions
for bona fide estate planning purposes for a period of one year
from purchase.

The members of the Companys independent Audit Committee, assisted
by its outside legal and financial advisors, reviewed the terms
of the private placement on behalf of the Company. No
underwriters or placement agents were involved in the private
placement.

The Company will contribute the proceeds of the private placement
to its insurance subsidiaries to support their financial
strength, continued growth and the writing of business. By
raising capital through this private placement and with a higher
capital base, the Company remains committed to providing
confidence to its stakeholders that it is well capitalized to
support its business.

The issuance and sale described above were effected in reliance
on the exemptions for sales of securities not involving a public
offering, as set forth in Rule 506 promulgated under the
Securities Act of 1933, as amended (the Securities Act) and in
Section4(a)(2) of the Securities Act, based on the following:
(1)the investors confirmed to us that they were either accredited
investors, as defined in Rule 501 of Regulation D promulgated
under the Securities Act or had such background, education and
experience in financial and business matters as to be able to
evaluate the merits and risks of an investment in the securities;
(2)the investors acknowledged that all securities being purchased
were restricted securities for purposes of the Securities Act,
and agreed to transfer such securities only in a transaction
registered under the Securities Act or exempt from registration
under the Securities Act; and (3)a legend was placed on the
certificates representing each such security stating that it was
restricted and could only be transferred if subsequently
registered under the Securities Act or transferred in a
transaction exempt from registration under the Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking
statements that are intended to be covered by the safe harbors
created by the Private Securities Litigation Reform Act of 1995.
When the Company uses words such as anticipate, intend, plan,
believe, estimate, expect, or similar expressions, it does so to
identify forward-looking statements. Examples of forward-looking
statements include the plans and objectives of management for
future operations, including those relating to future growth of
the Companys business activities and availability of funds,
projections of the impact of potential errors or misstatements in
the Companys financial statements, and estimates of the impact of
material weaknesses in the Companys internal control over
financial reporting, and are based on current expectations that
involve assumptions that are difficult or impossible to predict
accurately and many of which are beyond the Companys control.
Actual results may differ materially from those expressed or
implied in these statements as a result of significant risks and
uncertainties, including, but not limited to, non-receipt of
expected payments from insureds or reinsurers, changes in
interest rates, a downgrade in the financial strength ratings of
the Companys insurance subsidiaries, the effect of the
performance of financial markets on the Companys investment
portfolio, the amounts, timing and prices of any share
repurchases made by us under the Companys share repurchase
program, development of claims and the effect on loss reserves,
accuracy in projecting loss reserves, the cost and availability
of reinsurance coverage, the effects of emerging claim and

coverage issues, changes in the demand for the Companys products,
the Companys degree of success in integrating acquired
businesses, the effect of general economic conditions, state and
federal legislation, regulations and regulatory investigations
into industry practices, the impact of known or potential errors
or misstatements in the Companys financial statements, the
Companys ability to timely and effectively remediate the material
weaknesses in the Companys internal control over financial
reporting and implement effective internal control over financial
reporting and disclosure controls and procedures in the future,
risks associated with conducting business outside the United
States, the impact of Brexit, developments relating to existing
agreements, disruptions to the Companys business relationships
with Maiden Holdings, Ltd. or National General Holdings Corp.,
breaches in data security or other disruptions with the Companys
technology, heightened competition, changes in pricing
environments, and changes in asset valuations. Additional
information about these risks and uncertainties, as well as
others that may cause actual results to differ materially from
those projected, is contained in the Companys filings with the
SEC, including the Companys Annual Report on Form 10-K and the
Companys quarterly reports on Form 10-Q. The projections and
statements in this Current Report on Form 8-K speaks only as of
the date of this filing and the Company undertakes no obligation
to update or revise any forward-looking statement, whether as a
result of new information, future developments or otherwise,
except as may be required by law.

Item9.01

Exhibits.

(d)

Exhibits.

About AmTrust Financial Services, Inc. (NASDAQ:AFSI)
Amtrust Financial Services, Inc. (AmTrust) is an insurance holding company. The Company, through its subsidiaries, provides specialty property and casualty insurance focusing on workers’ compensation and commercial package coverage for small business, specialty risk and extended warranty coverage, and property and casualty coverage for middle market business. Its segments include Small Commercial Business, Specialty Risk and Extended Warranty, and Specialty Program. The Small Commercial Business segment is engaged in providing workers’ compensation, commercial package and other commercial insurance lines produced by wholesale agents, retail agents and brokers in the United States. The Specialty Risk and Extended Warranty segment is engaged in providing coverage for consumer and commercial goods and custom designed coverages. The Specialty Program segment is engaged in writing commercial insurance for defined classes of insureds through general and other wholesale agents. AmTrust Financial Services, Inc. (NASDAQ:AFSI) Recent Trading Information
AmTrust Financial Services, Inc. (NASDAQ:AFSI) closed its last trading session up +0.10 at 12.45 with 1,406,980 shares trading hands.