See “Risk Factors” below in “Item 1. Business”beginning on page 18 for further discussion of the significantmaterial risks associated with our business and an investment in our common stock.business.

You should not place undue reliance on any forward-looking statements. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-K or to reflect the occurrence of unanticipated events.

ITEM 1. BUSINESS.

General

MidwestUnless the context otherwise requires, we use the terms “Midwest Holding, Inc. (“Midwest,” the “Company,” “we,” “us” and “our” in this Form 10-K to refer to Midwest Holding Inc. together with its consolidated subsidiaries and any reference to “Midwest” relates to Midwest Holding Inc. (parent) only.

Summary of Risks Associated with our Business and Voting Common Stock

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Our business is subject to risks of which you should be aware before making an investment decision. These risks are discussed more fully in the “Risk Factors” section of this report. A summary of these risks include, but are not limited to, the following:

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markets. We have developed relationships with reinsurers who capitalize and manage their own reinsurance capital vehicles utilizing our infrastructure and expertise, as well as through our own captive reinsurer. Our long-term goal is to build a platform that provides competitive annuity and life insurance products via efficient technology resulting in a seamless customer experience.

We believe that our operating capabilities and technology platform provides annuity distributors and reinsurers with flexible and cost-effective solutions. We seek to create value through our ability to provide the distributors and reinsurers with annuity product innovation, speed to market for new products, competitive rates and commissions, and streamlined customer and agent experiences. Our capital model allows us to support increasing annuity sales volumes with capital capacity provided by reinsurers.

We work to provide an end-to-end solution to manage annuity products that includes a broad set of product development, distribution support, policy administration, and asset/liability management services. Our platform enables us to efficiently develop, sell and administer a wide range of products. Our asset management services are also provided to third-party insurers and reinsurers.

We currently offer annuity products, consisting of multi-year guaranteed annuity (“MYGA”) and fixed indexed annuity (“FIA”) policies, through IMOs that in turn distribute our products and services to independent insurance agents in 24 states and the District of Columbia. We further provide IMOs with our product development expertise, administrative capabilities and technology platform.

We seek to reinsure a significant portion of the risk associated with our annuity policies with third-party reinsurers and our captive reinsurance subsidiary, Seneca Reinsurance Company, LLC (“Seneca Re”). Our third-party reinsurers include both traditional reinsurers and capital markets reinsurers, who are seeking exposure to reinsurance revenue and typically do not have their own reinsurance platforms or “us”) wasinsurance-related operations. We also have the flexibility to selectively retain assets and liabilities associated with our policies for a period of time when we expect that doing so will provide an attractive return on our capital.

We were formed in Nebraska in 2003 as a financial services holding company. company and began our insurance operations in 2009. Following a change in control transaction in 2018, we began implementing our current business model and strategic plan. In December 2020, our voting common stock was listed on The Nasdaq Capital Market under the ticker symbol “MDWT.”

We have two subsidiaries that we operate our core business through; 1)through four subsidiaries under one reportable segment. American Life & Security Corp. (“American Life”), is a Nebraska-domiciled life insurance company, with executive offices at 2900 South 70th Street, Suite 400, Lincoln, Nebraska 68506, phone number (402) 489‑8266,currently licensed to sell, underwrite, and 2) 1505market life insurance and annuity products in 24 states and the District of Columbia. American Life obtained a financial strength rating of B++ (“Good”) from A.M. Best Company (“A.M. Best”), a leading rating agency for insurance companies, in December 2018. That rating was affirmed in March 2023 when A.M. Best also revised their outlook for American Life from Positive to Stable. All of our annuities are written by American Life.

Our other insurance subsidiary, Seneca Re, is a Vermont-domiciled sponsored captive reinsurance company established in early 2020 to reinsure various types of risks on behalf of American Life and third-party capital providers through special purpose reinsurance entities known as “protected cells.” Through Seneca Re, we assist capital market investors in establishing and licensing new protected cells.

Midwest Capital LLC (“1505 Capital”)Corp., a Delaware limited liability company, that provides financial and investment advisory and management services with an office at 100 Wall Street, 11th Floor, New York, NY 10038.

As of December 31, 2019, statutory capital and surplus of American Lifecorporation, was approximately $19.5 million and it was rated “B++” (“Good”) by A.M. Best.

Development of Business in 2019

Our fiscal years ending December 31, 2019 and 2018 were transformative for us through a recapitalization and new business plan.

Change in Control in 2018 and Adoption of New Business Plan

Change in Control

On June 28, 2018, we underwent a change in controlestablished as a resultholding company and is the immediate parent of the closingSeneca Incorporated Cell, LLC 2021-03 (“SRC3”), both of a Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement dated May 9, 2018 (the “Agreement”) with a non-affiliated third party, Xenith Holdings LLC,which are consolidated into our financials.

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We utilize our insurance and ancillary services businesses to develop and issue annuities through IMOs. We generally seek to reinsure a significant portion of the financial risk associated with our policies to third-party reinsurers, including traditional and capital markets reinsurers, and Seneca Re.

Through our ancillary services businesses we administer the policies we issue and offer asset management services to our reinsurance partners for further discussion.fees. Through Seneca Re, we also assist capital markets investors in establishing and licensing new special purpose reinsurance entities. We are currently sellingbelieve our broad service offering provides a multi-year guaranteed annuity (“MYGA”)growing and valuable fee stream, and expect that our policy administration and asset management fee income will increase as we grow our number of administered policies and the associated assets that we manage. In the future, we expect to have opportunities to increase our policy administration and asset management revenue by providing these services on a fixed index annuity (“FIA”) product through three IMOs.stand-alone basis to new customers.

We are seekingseek to create value for our distribution and reinsurance partners by facilitating product innovation, rapid speed to market for new products, competitively-priced products, streamlined customer and agent experience, and efficient technology-enabled operations. We generate fee income from reinsurers in the form of ceding commissions, policy administration fees, and asset management fees. We typically receive upfront ceding commissions and expense reimbursements at the time the policies are reinsured and policy administration fees over the policy lifetimes. We also earn asset management fees on the assets we hold that support the obligations of many of our reinsurers.

In investing on behalf of our insurance and reinsurance company subsidiaries, we seek to maximize yield by constructing portfolios that include a diversified portfolio of bonds, mortgages, private credit and structured securities, including collateralized loan obligations, while minimizing the difference in duration between our investment assets and liabilities.

Our Products

Through American Life we presently issue several MYGA and FIA products (including two FIA bonus options). We presently are not offering any traditional life insurance products.

Fixed indexed annuities are a type of insurance contract in which the policyholder makes one or more premium deposits, earning interest at a crediting rate determined in relation to a specific market index, on a tax-deferred basis. Multi-year guaranteed annuities are insurance contracts under which the policyholder makes deposits and earns a crediting rate guaranteed for a specified number of years before it may be changed. American Life’s MYGA products are three- and five-year single premium deferred individual annuity contracts, providing consumers with an attractive, low-risk, predictable, and tax-deferred investment option. American Life’s FIA products are long-term (7- and 10-year) annuity products with interest rates that are tied, in part, to published stock market indices selected by customers from designated indices. The FIA products are modified single premium annuity contracts designed for individuals seeking to benefit from potential market gains with fully protected principal. American Life began selling its MYGA and FIA products in 2019.

Depending on market demand American Life may consider offering a variety of insurance products, including but not limited to fixed deferred, fixed indexed or registered index-linked annuities or hybrids thereof. Any new insurance or annuity products we create will be filed with and approved by appropriate state insurance regulatory authorities before being offered to the public. American Life’s MYGA and FIA products were developed using an independent consulting actuary, and we expect that any new products will utilize similar services. Our long-term plan is to broaden the distribution of our products to new states as well as new distribution partners and channels.

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The table below sets forth American Life’s MYGA and FIA deposits received during the years ended December 31, 2022 and 2021:

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Our Ancillary Services

Policy Administration

We provide a cloud-based policy administration solution called “m.pas,” which operates as a division of American Life. We built m.pas to provide a scalable policy administration solution for annuity products. This platform is a flexible solution designed to aggregate and manage structured and unstructured data, and provide operational efficiencies leading to lower policy administration costs relative to traditional insurance carriers. This technology-enabled solution also provides relatively shortened new product launch capabilities and our platform facilitates integration of asset/liability management into traditional asset portfolio risk systems. We are under contract with most of our reinsurers to administer all policies ceded under our various reinsurance agreements. We believe this solution creates an opportunity to expand these services in the future into a broader business as a third-party administrator (“TPA”) for other insurers.

Asset Management

1505 Capital provides asset-liability management services to American Life, third-party reinsurers and third-party insurance clients. 1505 Capital provides its expertise and infrastructure to develop and implement customized solutions for clients seeking to optimize risk-adjusted portfolio yields, liquidity, maturity profile, risk and capital monitoring, and asset-liability management. 1505 Capital also focuses on originating and managing commercial mortgages, private credit, and structured products. We generally require reinsurers to secure their obligations to American Life in the form of assets deposited on American Life’s balance sheet or via assets held in trust to provide security for potential claims. Reinsurers may appoint 1505 Capital to manage these assets pursuant to guidelines adopted by us that are consistent with state investment statutes and reinsurance regulations. As of December 31, 2022, 1505 Capital had approximately $501.9 million total third-party reinsurer assets under management.

Our Partners

Distributors

We currently have selling agreements with 27 IMOs that contract with numerous independent agents to sell our annuity policies. The IMOs recruit, train and support independent agents who sell annuities, life insurance and other financial products to consumers. Although we contract with the IMOs, we also generally have a producer agreement with each agent. We require agents who distribute our policies to complete our product and compliance training in anti-money laundering, annuity products and annuity suitability, and the annuity products we offer. As of December 31, 2022, we had more than 2,900 active agents under contract.

We support our distribution partners by enabling them to introduce additional products, meet the needs of independent agents and consumers, implement flexible policy designs, and bring new products to market quickly. Our technology capabilities allow for flexible

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product design with speed to market to meet the needs of independent agents and consumers. We believe that if we are able to achieve an upgrade of American Life’s A.M. Best rating to A-, it would increase the demand for our annuities, and would attract additional distribution and reinsurance partners, including small- to mid-sized banks and broker-dealers.

Reinsurance.

As indicated above, reinsurance is an integral part of our business plan. We market, underwrite, and issue annuity products through American Life and seek to reinsure the policies with third-party reinsurers and Seneca Re. We partner with traditional third-party reinsurers and reinsurers sponsored by capital markets investors, including asset managers and institutional investors. We believe this strategy helps us preserve our capital while supporting sales growth because we have lower capital requirements when the policy liabilities are reinsured than when we retain all of the policy liabilities.

In some cases, we will retain our policies for a period of time in our captive reinsurance company in order to create block reinsurance transactions. We expect that our ability to compete inaccumulate and reinsure larger portfolios of policies over time should increase the areas of:

size and number of reinsurers who seek to reinsure our liabilities.

Technology. We have developedSeneca Re was formed to operate as a sponsored captive insurance company for the purpose of reinsuring insurance policies through protected cells, under Vermont insurance regulations. Seneca Re provides an efficient structure for capital markets investors to reinsure our policies through protected cells that we manage. As of December 31, 2022, through Seneca Re and American Life we had six reinsurance agreements with third parties and a reinsurance agreement with an affiliate of Crestline Assurance Holdings LLC.

Our Technology

Our business model utilizes a modern, end-to-end, cloud-based technology platform that we began implementing in 2018. This platform enables us to develop, sell and administer a broad range of life andcompetitive annuity products. Functional implementation of the platform began in early 2019. We license key components of our technology from third-party software providers, including product development, new business, distribution management, and policy administration modules that are hosted in the Amazon Web Services cloud.applications. We believe this strategy allows us to provide high quality technology capabilities with limited capital investment and increased flexibility. In addition, we have added several core technology integrations were added,to optimize the speed and efficiency of our interactions with IMOs, their agents, and policyholders, including document management, electronic application capability, secure log-ins, and an agent and policyholder portal. Management believes thisWe believe our technology should result inplatform provides cost effective product development, sales, and administration that enables us to control the growth of our operating and other expenses while expanding our operations and growing our sales volume.

Our Market Opportunity

We participate in a large U.S. market that we expect to grow in part due to a number of demographic trends. As measured by annual premiums written, annuities are the largest product line in the life, annuity, and accident and health sector. Annuities play an important role in retirement planning by providing individuals with stable, tax-efficient sources of income. In 2021 annuity premiums, totalled $319 billion, or approximately 30% of the $1.1 trillion of total annual life, annuity, and accident and health premiums that year according to the Insurance Information Institute.The most common annuities are fixed and variable and may be written on an individual or group basis. Our current products are fixed annuities written on an individual basis.

An increasing portion of the U.S. population is of retirement age and is expected to increase the retirement income needs of retirees. The number of people of retirement age has increased significantly since 2010, driven by the aging of the “Baby Boomer” generation. The U.S. population over 65 years old is forecast to grow from 56 million in 2020 to an estimated 81 million in the next 20 years, according to the U.S. Census Bureau, Population Estimates and Projections.This study also forecasted that the U.S. population aged over 65 years old is expected to grow by 44% from 2020 to 2040, while the total U.S. population is expected to grow by only 12%.

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Annuities in the U.S. are distributed through a number of channels, most of which are independent from the insurance companies that issue annuities. Independent distribution channels serve as the primary, and a growing, source of annuity distribution. In 2021, approximately 77% of U.S. individual annuity sales occurred through independent distributors, including independent agents, broker-dealers, and banks, representing an increase from approximately 70% in 2017 according to U.S. Individual Annuities, 2021 Year in Review, Life Insurance Marketing and Research Association (“LIMRA”), 2022.Independent agents are the second largest distribution channel, behind independent broker-dealers, accounting for approximately 19% of U.S. individual annuity sales in 2021. IMOs provide independent agents with access to annuity products along with operational support services and functionality to support the distribution services of the agents. The infrastructure and support services provided by IMOs to independent agents are critical to the success of independent agents and their ability to serve their customers and generate additional sales.

We believe that capital markets investors have been actively seeking, investing in, and acquiring insurance and reinsurance companies in recent years. Fixed annuities provide upfront premiums and stable, long-term payment obligations and are thus attractive sources of liability-funded assets for a variety of traditional and alternative asset managers and investors. However, there are significant regulatory and operational hurdles for capital providers looking to enter the insurance market. These hurdles are exacerbated by the limited legacy administrative capabilities, product development processes, and technology systems, of traditional insurers and reinsurers. We provide asset managers and investors the ability to seamlessly access funding from annuities through a variety of reinsurance entities that we scale up through increasedare able to form quickly and operate efficiently with lower upfront and ongoing regulatory and operating costs.

We operate in highly competitive markets with a variety of participants, including insurance companies, financial institutions, asset managers, and reinsurance companies. These companies compete in various forms in the annuity market, for investment assets and for services. We seek to build strong relationships along with offering technology-enabled and services-oriented solutions for our partners.

Our Competitive Strengths

Differentiated Value Proposition

We provide annuity product salesdevelopment and asset management also believes it will also provideservices, enhanced by American Life’s A.M. Best financial strength rating and licenses to sell annuity products in 24 states and the District of Columbia. We have developed and implemented a technology platform and administrative services that we believe provides us with the abilityopportunity to expand third party administrative services.our revenue opportunities, lower our operating costs on a per policy basis and increase customer value for our distribution partners. We continuebelieve our business model and multi-service capabilities provide our reinsurance and capital provider participants with attractive capital deployment opportunities.

We also believe our ongoing strategy to refine the functionality ofhave American Life become licensed to sell insurance in additional states and seek a higher A.M. Best rating will further strengthen our technology on an ongoing basis.value.

2020 Plan.Multiple Revenue Sources

Our business objectives for 2020 aremodel generates upfront ceding commissions and fee-based revenue from recurring policy administration and asset management fees. We receive ceding commissions and expense reimbursement from reinsurers at the time we cede our primary insurance liabilities to develop additional insurance productsthem, providing meaningful cash flow. During the years ended December 31, 2022 and 2021, we generated $11.5 and $11.2 million, respectively, in close consultation withupfront ceding commissions. On our independent consulting actuary and IMOs that we believe havebalance sheet is an in-depth understanding of the demands of the marketplace. Our goal is to create and adjust products quickly and cost effectively where we perceive (i) market demand, (ii) interest from IMOs and (iii) available reinsurance capacity. We may offer products exclusively through certain IMOs to develop specific products, giving the products a competitive advantage.

Reinsurance of our Legacy Insurance Business. In conjunction with implementing our new business plan, in late 2018 American Life closed a reinsurance agreement with Unified Life Insurance Company, an unaffiliated Texas insurance company. Terms of this agreement are described in our Current Reportitem “deferred gains on Form 8‑K, filed with the SEC on November 16, 2018. In the transaction, American Life received net proceeds of $3.5reinsurance” equaling $38.1 million and the reinsurer assumed substantially all of American Life’s existing life insurance and annuity policies. As$28.6 million as of December 31, 2019, approximately 79%2022 and 2021, respectively, which will be earned as revenue over the contract periods. Amortization of the deferred gain on reinsurance was $4.8 million and $3.0 million for the years ended December 31, 2022, and 2021, respectively, and was recognized as revenue under GAAP. We also receive policy administration fees on annuities that we issue and manage, and we receive asset management fees from most of our third-party reinsurers relating to assets they deposit as collateral to cover claims on the policies they reinsure. These fees are typically received over the life of our annuity products, usually over five to ten years, thereby providing a stable revenue stream. We may also earn investment income (spread income) on assets not ceded to reinsurers.

Capital Structure

Our business had been converted from “coinsurance”model utilizes our regulated insurance and reinsurance subsidiaries to “assumption”, thereby relieving American Life from any contingenttransfer assets and liabilities associated with our issued annuities to third-party capital providers and Seneca Re via reinsurance agreements. This strategy reduces our regulatory capital

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and surplus requirements because policies that are reinsured require less capital and surplus reserves than policies retained by us, allowing us to grow our business without significant capital constraints.

Effective Use of Technology

We believe we are well-positioned to capitalize on the accelerating trend of digital transformation across the insurance industry. We believe our modern, fully functional technology platform provides us a significant opportunity to penetrate large addressable markets with our compressed product development cycles.

Scalable, Low-Cost Operations

We focus on investing in technology-enhanced processes that improve the efficiency and effectiveness of developing, distributing, issuing, and managing our annuity products. We believe our model allows us to develop attractively priced products that are desirable for our IMOs to market. We currently operate on a small scale in a large addressable market. Going forward, our technology platform and streamlined processes should enable us to be scalable and allow us to produce incremental premium volumes without significant additional investment in infrastructure and with low incremental fixed operating costs.

Lower-Risk, Business Model

We believe our business model enables us to operate with reduced risk because we reinsure a substantial portion of the ceded policies. See “Reinsurance” below for further discussion.

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On December 22, 2022, American Life was approved for business in the state of Florida, expanding our operating footprint to 23 states and the District of Columbia. On February 24, 2023, American Life was approved for business in the state of Georgia, adding a 24th state to our operating footprint.

The 24 states in which we operate and the District of Columbia represented over $113 billion in total annuity premiums during 2021. By comparison, we generated $715.8 million of total annuity premiums under SAP for the year ended December 31, 2022.

Develop Additional Distribution and Reinsurance Relationships

We currently distribute annuity products through 27 third-party IMOs. We believe our product development, prompt policy processing, operating flexibility and speed to market make us a desirable partner for insurance distributors. We seek to grow by increasing volumes with our current IMOs and by establishing new IMO relationships.

We are seeking to leverage the relationships we have with reinsurers, capital markets investors, and reinsurance intermediaries to develop additional reinsurance relationships. In addition, as indicated above, we established Seneca Re in early 2020 to operate as a sponsored captive insurance company for the purpose of insuring and reinsuring various types of insurance risks for American Life and various third-party capital providers through protected cells. Also, in early 2020, we developed a strategic relationship with Crestline Assurance Holdings LLC and its affiliates (discussed below) to provide reinsurance capital and access to quality assets with attractive risk-adjusted returns.

Exploit Established Corporate Platform

We believe that we have the leadership and corporate culture, industry relationships, infrastructure, and technology to achieve growth and improve operating margins with increased annuity sales. We believe we have an efficient corporate platform to support increased sales volumes, expansion of our distribution relationships, and the development of new annuity products without significant additional incremental costs.

Revenue from Policy Administration and Asset Management Services

In addition to the ceding commissions we receive through our reinsurance strategy, we generate new product sales quickerrecurring fee income for providing policy administration and asset management services to third-party reinsurers. We are contracted to administer all our policies ceded under various reinsurance agreements. We also provide asset management services for most of our third-party reinsurers. We believe these complementary services provide a differentiated solution to third-party reinsurers that should assist us in developing additional reinsurer relationships.

Continue to Invest in Technology Capabilities

Our business strategy is centered upon our commitment to apply technology to improve and expand our business. We have developed a modern technology platform with a relatively small capital outlay comparedcombination of proprietary and third-party systems enabling us to traditional insurance carriers.

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for approximately $5.3 million. We contributed $5.0 million of the net proceeds to American Life and used $3.3 million of the proceeds to capitalize Seneca Re and its first protected cell.

In August 2020, we effected a 500 for one reverse stock split of our issued and outstanding shares of voting common stock, and reincorporated in Delaware.

On December 17, 2020, our voting common stock was listed on The Nasdaq Capital Market under the symbol “MDWT.”  On December 21, 2020, we completed a public offering of 1,000,000 shares of our voting common stock at a price to the public of $70.00 per share. The aggregate net proceeds of the offering totalled approximately $65.1 million, after deducting underwriting discounts and commissions.

On November 10, 2021, Midwest purchased 1,000 shares of Common Stock, $.01 par value per share for a total purchase price of $5.7 million, for 100% ownership in Midwest Capital Corporation (“MCC”), an intermediary holding company. Also, on November 10, 2021, Seneca Re Incorporated Cell 2021-03 (“SRC3”) was granted a Certificate of Authority by the Vermont Department of Financial Regulation (“VDFR”). MCC contributed capital of $5.5 million to purchase 100% of SRC3 Class A and B capital stock. Also, on November 10, 2021, American Life and SRC3 entered into a Funds Withheld and Modified Coinsurance Agreement, whereby SRC3 agreed to provide reinsurance funding for a quota share percentage of 45% of the liabilities of American Life arising from its MYGA products and a quota share percentage of 45% of the liabilities of American Life arising from its FIA products. In the fourth quarter of 2022, the agreement with SRC3 was amended to provide a varietyone time reinsurance funding for a quota share of third party reinsurers in exchange for upfront ceding commissions, expense reimbursements and administrative fees.  Under these reinsurance agreements, we expect there will be a monthly or quarterly settlement$10.0 million of premiums claims, surrenders, collateral and other administration fees. We believe this will help preserverelated to American Life’s capital while supporting its growth because American Life has lower capital requirements when its business is reinsured dueFIA products. The quota share reverted to lower overall financial exposure versus retaining0% of FIA products in January 2023.  

As discussed elsewhere, Midwest owned a 100% interest in SRC1 by contributing a total of $21.4 million. On December 30, 2021, Midwest closed the insurance policy business itself.

There are two main categoriessale of reinsurance transactions: 1) “indemnity,” where we cedeapproximately 70% of Seneca Incorporated Cell, LLC 2020-01 (“SRC1”) to a portionsubsidiary of our risk but retain the legal responsibility to our policyholders should our reinsurers not meet their financial obligations; and 2) “assumption,” where we transfer the risk and legal responsibilities to the reinsurers.  The reinsurers are required to acquire the appropriate regulatory and policyholder approvals to convert indemnity policies to assumption policies.

Our reinsurers may be domestic or foreign capital markets investors or traditional reinsurance companies seeking to assume U.S. insurance business. We plan to mitigate the credit risk relating to reinsurers generally by requiring other financial commitments from the reinsurers to secure the reinsured risks (such as posting substantial collateral). It should be noted that under indemnity reinsurance agreementsAmerican Life remains exposed to the credit risk of its reinsurers. If one or more reinsurers becomes insolvent or is otherwise unable or unwilling to pay claims underORIX Corporation USA (“ORIX USA”) for $15.0 million. Under the terms of the applicableagreement, Midwest holds a 30% ownership interest in SRC1. ORIX Advisers, LLC, another subsidiary of ORIX USA, became the manager of the assets underlying SRC1’s reinsurance agreement,obligations, replacing Midwest’s asset management arm, 1505 Capital LLC.

Crestline Relationship

On April 24, 2020, we entered into the Securities Purchase Agreement with Crestline under which we issued 444,444 shares of our voting common stock to Crestline for aggregate proceeds of $10.0 million, and also issued 231,655 shares of our voting common stock to various other investors in separate transactions for approximately $5.3 million. We contributed $5.0 million of the net proceeds to American Life retains legal responsibilityand used $3.3 million of the proceeds to pay policyholder claims, which, in such event would likely materiallycapitalize Seneca Re and adversely affectits first protected cell. We also entered into a Stockholders Agreement along with Xenith and Vespoint that grants Crestline certain rights. Also, Douglas K. Bratton, a principal of Crestline, was appointed as a director of both the capital and surplusMidwest Holding Inc. Board of American Life.

Some reinsurers are not and may not be “accredited” or qualified as reinsurers under Nebraska Law. In order to enter into reinsurance agreements with such reinsurers and to reduce potential credit risk, American Life may hold a deposit or withhold funds from the reinsurer or require the reinsurer to maintain a trust that holds assets backing up the reinsurer’s obligation to pay claims on the business it assumes. The reinsurer may also appoint an investment manager for such funds, which is some cases may be our investment adviser subsidiary, 1505 Capital, to manage these assets pursuant to guidelines adopted by us that are consistent with state investment statutes and reinsurance regulations.

American Life currently has five reinsurance agreements in effect and has earned ceding commissions on four out of those agreements in the last two years.  See Note 10 to the consolidated financial statements in this report for further information on each of our reinsurance agreements. 

The table below shows the ceding commissions earned on the four most recent reinsurances transaction where American Life is earning ceding commissions on a statutory accounting principles basis:

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Crestline agreed that the foregoing described agreement will remain in place until the earlier to occur of the closed blocksdate (i) that the parties reach written agreement otherwise, (ii) that Crestline is no longer an affiliate of business. The US Alliance reinsurance agreement was an indemnity contracta life insurance entity it recently acquired and (iii) on which Crestline no longer has the Unified reinsurance agreement is assumptive through policyholder approval onright to elect or appoint a policy-by-policy basis.  As of December 31, 2019, 79% of the business under the Unified agreement had been converted from the indemnity to assumed category.

The Ironbound Reinsurance Company Limited “(Ironbound”)designated director and the SDA Annuity & Life Re (“SDA”) reinsurance agreements relate to our MYGA and FIA products. Under statutory accounting principles the ceding commissions under these agreements are earned and immediately recognized in the income statement of American Life. 

Under GAAP, however, the ceding commissions received are not earned immediately but are recorded as a deferred liability and recognized as revenue over the estimated lives of the reinsured policies.  Under GAAP, the ceding commission received for the US Alliance and Unified transactions first reduced deferred acquisition costs (“DAC”) and the value of business acquired (“VOBA”) on the related blocks of business, and the remainder was recorded as a liability to be recognized as revenue over the estimated lives of the contracts.  The allowance earned on the Ironbound and the SDA contracts first reduced the effect of the capitalization of new business expense deferred and the remainder was classified as a liability similarobserver to the ceding commission earned and is being recognized as revenue over the same period that American Life established to amortize the DAC balance.

Underwriting and Suitability.

Our current annuity products have limited mortality and morbidity risk compared to traditional life insurance products, therefore, our focus is based on applicability and suitabilityBoards of annuity products for the client. We have worked with Milliman, MVP Advisors and Regulatory Insurance Advisors, LLC to develop appropriate suitability guidelines to evaluate the: (i) purpose for a client’s selectionDirectors of a product, (ii)  financial resources of the client/owner, (iii)  age of the client, (iv) effect on liquidity of a client, (v)  duration of the

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Insurance holding company regulation

We are an insurance holding company and, together with our insurance subsidiaries and our other subsidiaries and affiliates, are subject to the insurance holding company system laws of Nebraska and Vermont. These laws vary across jurisdictions, but generally require insurers that are members of such insurance holding company’s system to register with the jurisdiction’s insurance regulatory authorities, to file reports disclosing certain information, including their capital structure, ownership, management, financial condition, enterprise risk, and own risk and solvency assessment.

These laws also require disclosure of certain qualifying transactions between or among our insurance subsidiaries and us or any of our other subsidiaries or affiliates to which one or more of our insurance subsidiaries is a party. Such transactions could include loans, investments, sales, service agreements, and reinsurance agreements among other similar inter-affiliate transactions. These laws also require that intercompany transactions be fair and reasonable and not adversely affect the interests of policyholders. In certain circumstances, the insurance company must give prior notice of the transaction to the insurance department in its state of domicile, and the insurance department must either approve or disapprove the subject intercompany transaction within defined periods. Further, these laws require that an insurer’s surplus following any dividends or distributions to shareholder affiliates is reasonable in relation to the insurer’s outstanding liabilities and its financial needs.

The insurance holding company laws in some states, including Nebraska and Vermont, require regulatory approval of a direct or indirect change of control of an insurer or an insurer’s parent company. Generally, to obtain approval from the insurance commissioner for any acquisition of control of an insurance company or its parent company, the proposed acquirer must file with the applicable commissioner an application containing information regarding: (i) the identity and background of the acquirer and its affiliates; (ii) the nature, source and amount of funds to be used to carry out the acquisition; (iii) the financial statements of the acquirer and its affiliates; (iv) any potential plans for disposition of the securities or business of the insurer; (v) the number and type of securities to be acquired; (vi) any contracts with respect to the securities to be acquired; (vii) any agreements with broker-dealers; and (viii) other relevant matters. Different jurisdictions may have similar or additional requirements for prior approval of any acquisition of control of an insurance or reinsurance company licensed or authorized to transact business in those jurisdictions. Additional requirements may include re-licensing or subsequent approval for renewal of existing licenses upon an acquisition of control.

Credit for reinsurance

State insurance laws permit U.S. insurance companies, as ceding insurers, to take financial statement credit for reinsurance that is ceded, so long as the assuming reinsurer satisfies the state’s credit for reinsurance laws. Credit for reinsurance means the ceding company is permitted to reflect in its statutory financial statements a credit in an amount equal to the ceding company’s liability that is reinsured. In general, credit for reinsurance is allowed if the reinsurer is licensed or “accredited” in the state in which the ceding insurer is domiciled; or if neither of the above applies, to the extent that the reinsurance obligations of the reinsurer are collateralized appropriately, typically through the posting of a letter of credit for the benefit of the ceding insurer, or the deposit of assets into a trust fund established for the benefit of the ceding insurer.

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Statutory examinations

Our insurance subsidiaries are required to file detailed quarterly and annual financial statements, prepared in accordance with SAP, with regulatory officials in each of the jurisdictions in which they conduct business. As part of their routine regulatory oversight process, the NDOI and the VDFR conduct periodic detailed examinations, generally once every three to five years, of the books, records, accounts and operations of our insurance subsidiaries domiciled in their states. The NDOI began a scheduled examination of American Life for the period of 2017-2019 in January 2021, completing its examination and issuing its final report on September 30, 2021. The NDOI and VDFR are now scheduled to commence concurrent routine examinations of American Life and Seneca Re, respectively, for the period of 2020-2022.

Financial tests

The NAIC has developed a set of financial relationships or “tests,” known as the Insurance Regulatory Information System or IRIS, which is designed for early identification of companies that may require special attention or action by insurance regulatory authorities. Insurance companies submit data annually to the NAIC, which in turn analyzes the data by utilizing ratios. State insurance regulators review this statistical report, which is available to the public, together with an analytical report, prepared by and available only to state

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insurance regulators, to identify insurance companies that appear to require immediate regulatory attention. A “usual range” of results for each ratio is used as a benchmark.

Risk-based capital requirements

In order to enhance the regulation of insurers’ solvency, the National Association of Insurance Commissioners (“ NAIC”) adopted a model law to implement Risk Based Capital (“RBC”) requirements for life insurers. All states have adopted the NAIC’s model law or a substantively similar law. The NAIC Risk-Based Capital Model Act requires insurance companies to submit an annual RBC Report, which compares an insurer’s total adjusted capital with its authorized control level RBC. A company’s RBC is calculated by using a specified formula that applies factors to various specified assets, premium, claim, expense, and reserve items. The factors are higher for those items with greater underlying risk and lower for items with less underlying risk.

The RBC Report is used by insurance regulators to set in motion appropriate regulatory actions relating to insurers that show indications of weak or deteriorating conditions. RBC is an additional standard for minimum capital requirements that insurers must meet to avoid being placed in receivership by regulators. The annual RBC Report, and the information contained therein, is not intended by the NAIC as a means to rank insurers.

RBC is a method of measuring the minimum amount of capital appropriate for an insurance company to support its overall business operations in light of its size and risk profile. It provides a means of setting the capital requirement in which the degree of risk taken by the insurer is the primary determinant. The value of an insurer’s Total Adjusted Capital, which is the sum of its year-end statutory capital and surplus, in relation to its RBC, together with its trend in its Total Adjusted Capital, is used as a basis for determining regulatory action that a state insurance regulator may be readauthorized or copiedrequired to take with respect to an insurer.

Market conduct exams

Our insurance subsidiaries are subject to periodic market conduct exams (“MCE”) in any jurisdiction where they do business. An MCE typically entails review of business activities, such as operations and management, complaint handling, marketing and sales, producer licensing, policyholder service, underwriting, and claims handling. Regulators may impose fines and penalties upon finding violations of regulations governing such business activities. To date, neither American Life nor Seneca Re have been the subject of such an MCE.

Form approvals

Our insurance subsidiaries are subject to state laws and regulations regarding form approvals. In most states, insurance policies are subject to prior regulatory approval in the state in which the policy is sold.

Unfair claims practices

Insurance companies are prohibited by state statutes from engaging in unfair claims practice. Unfair claims practices include, but are not limited to, misrepresenting pertinent facts or insurance policy provisions; failing to acknowledge and act reasonably promptly upon communications with respect to claims arising under insurance policies; and attempting to settle a claim for less than the amount to which a reasonable person would have believed such person was entitled.

Assessments against insurers

Under the insurance guaranty fund laws, which exist in each state and the District of Columbia, licensed insurers may be assessed by insurance guaranty associations for certain obligations of insolvent insurance companies to policyholders and claimants. Most of these laws provide for annual limits on the assessments and for an offset against state premium taxes. These premium tax offsets must be spread over future periods ranging from five to 20 years. Since these assessments typically are not made for several years after an insurer fails and depend upon the final outcome of liquidation or rehabilitation proceedings, we cannot accurately determine the amount or timing of any future assessments.

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Regulation of investments

Our insurance subsidiaries are subject to state laws that restrict the kinds of investments they may make. These laws require diversification of our investment portfolios and limit the amounts of investments in certain asset categories, such as below-investment grade fixed income securities, equity real estate, other equity investments, and derivatives. Failure to comply with these requirements and limitations cause affected investments to be treated as non-admitted assets for purposes of measuring statutory surplus and, in some instances, could require the divestiture of such nonqualifying investments. American Life’s investment guidelines, including its Derivative Use Plan, have been filed with the Nebraska Department of Insurance.

Statutory accounting practices

Statutory accounting practices (“SAP”) are a basis of accounting developed to assist insurance regulators in monitoring and regulating the solvency of insurance companies. SAP is primarily concerned with measuring an insurer’s solvency. Statutory accounting focuses on valuing assets and liabilities of insurers at financial reporting dates in accordance with appropriate insurance law and regulatory provisions applicable in each insurer’s domiciliary state.

GAAP is concerned with a company’s solvency, but is also concerned with other financial measurements, principally income and cash flows. Accordingly, GAAP gives more consideration to appropriately matching revenue and expenses and accounting for management’s stewardship of assets than does SAP. As a result, different assets and liabilities and different amounts of assets and liabilities will be reflected in financial statements prepared in accordance with GAAP as compared to SAP.

Unfair trade practices

State insurance laws prohibit insurers from engaging in unfair trade practices. The kinds of practices addressed include (i) misrepresentation and false advertising, (ii) unfair discrimination in premiums and policy benefits, (iii) boycott, coercion and intimidation, (iv) discrimination based on race, color, creed or national origin, sex or marital status, and (v) rebating of premium.

Enterprise risk and other developments

The NAIC, as part of its solvency modernization initiative, has engaged in a concerted effort to strengthen the ability of U.S. state insurance regulators to monitor U.S. insurance holding company groups. The holding company reform efforts at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on operationNAIC culminated in December 2010 in the adoption of the Public Reference Room may be obtained by calling the SEC at

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Privacy regulation

Federal and state law and regulation require financial institutions to protect the security and confidentiality of personal information, including health-related and customer information, and to notify customers and other individuals about their policies and practices relating to their collection and disclosure of health-related and customer information and their practices relating to protecting the security and confidentiality of that information. State laws regulate the use and disclosure of social security numbers and federal and state laws require notice to affected individuals, law enforcement, regulators, and others if there is a breach of the security of certain personal information, including social security numbers. Federal and state laws and regulations regulate the ability of financial institutions to make telemarketing calls and to send unsolicited e-mail or fax messages to consumers and customers. Federal and state lawmakers and regulatory bodies may be expected to consider additional or more detailed regulation regarding these subjects and the privacy and security of personal information.

Cybersecurity regulation

The NAIC adopted the Insurance Data Security Model Law in October 2017. This law establishes standards for data security and for the investigation and notification of certain cybersecurity events. As of the date of this event, it currently is not possible to provide an estimatefiling, 11 states have adopted the model law or a variation of it. We expect that additional regulations could be enacted in other jurisdictions that could impact our cybersecurity program. Depending on these and other potential insurance or reinsurance exposure or the indirect effects the outbreak may have on our resultsimplementation requirements, we will likely incur additional costs of operations, financial condition or liquidity.compliance.

ITEM 1A. RISK FACTORS.

We face many significant risks in the operation of our business and may face significant unforeseen risks as well. It should be noted thatAlso, in the second half of 2018 we embarked upon aour new business plan and, therefore, we face all of the risks of doing business with a new model in which we doour Company does not have a significant amount of operating experience.history. The material risks of this new business plan are set forth below, but there may be additional risks that we do not anticipate, which could materially adversely affect our results of operationoperations and financial condition. An investment in our voting common stock should be considered speculative.

Business Plan Risks

Catastrophes May Adversely Impact Liabilities for Policyholder Claims and Reinsurance Availability

Claims resulting from catastrophic events could harm our financial results, profitability, and financial condition. Catastrophic events could impact our life and annuity business by significantly impacting our assumptions as to mortality, morbidity and other rates, as well as product sales. Catastrophic events may also reduce economic activity in affected areas, which could harm our prospects for new business.

Major public health issues, such as a pandemic (e.g. the novel coronavirus COVID-19) or other event that causes a large number of illnesses or deaths, could harm our insurance operations and have a major impact on the global economy and financial markets. Governmental and non-governmental organizations may not effectively combat the spread and severity of such a pandemic, increasing their harm to our insureds. An event that affects one or more of our customers could increase our mortality or morbidity claims and cause unanticipated financial strain on our insureds as well as increase the cost of reinsurance to us and decrease the availability of reinsurance, which could in turn harm our business, results of operations or financial condition.

Our strategy to reinsure substantially all of the insurance and annuity policies we write may not be successful.

As part of our new business plan, American Life intends to cede most of its insurance and annuity policies to other unaffiliated insurance companies through reinsurance agreements. However, American Life will remain liable with respect to ceded insurance should any reinsurer fail to meet the obligations assumed by the reinsurer. The failure of any one of American Life’s reinsurers would have a material adverse economic effect on American Life and the value of our voting common stock would likely decline significantly as well. Thus, it is critical for us that we adequately assess the financial strength of our reinsurers on an ongoing basis. If we fail to adequately assess payment risk relating to our reinsurers, we could be faced with severe economic consequences in the event any reinsurer does not meet its financial obligations to the policyholders of policies that we cede to the reinsurer. Also, we expect that in the first years of our new business plan’s implementation we will have a concentrated group of reinsurers, which will heighten the risks we face should any reinsurer not meet its obligations to insureds who purchase insurance products from us. In addition, under certain reinsurance agreements, a reinsurer may reduce the ceding commission it pays American Life for reinsurance. If the ceding commissions from reinsurance were to decrease with respect to policies for which American Life has guaranteed the revenue, American Life could be adversely affected, which would in turn adversely affect our results of operations and financial condition.

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Our use of IMOs could face several difficulties that could adversely affect our results of operations and financial condition.condition.

Our new business plan provides that we willWe create and sell life and annuity products through IMOs who willthat provide the sales agents and infrastructure in order to sell our products. This strategy entails several significant risks, including the possibility that our IMOs will not be able to successfully sell our products or will not devote sufficient time and attention to sell our products. It should be noted that we willWe have no control over any IMOs and, therefore, any sales success regarding our products will be substantially dependent upon the efforts of those organizations and their sales agents. Also, we expect to utilize a small number of IMOs in the implementation of our business plan, thereby havinghave concentrated channels of product distribution.distribution because although we have 27 IMOs as of December 31, 2022,   we presently do not distribute our products through other distribution channels such as banks and broker-dealers. If any one of our IMOs does not perform within our expectations, our results of operation will likelycould be materially adversely affected and our financial condition willwould suffer.

Our strategy to reinsure the annuity policies we write may not be successful.

As part of our business plan, American Life intends to cede its annuity policies to other companies through reinsurance agreements. However, American Life will remain liable with respect to ceded insurance should any reinsurer fail to meet the obligations assumed by that reinsurer. The failure of any one of American Life’s reinsurers would likely have a material adverse economic effect on American Life, and the value of our voting common stock would likely decline significantly as well. Thus, it is critical that we adequately assess the financial strength of our reinsurers on an ongoing basis. If we fail to adequately assess reinsurer payment risk including the sufficiency of any amounts of collateral we may hold as security for claims payments we may require them to back up their potential obligations, we could be faced with severe economic consequences in the event any reinsurer does not meet its financial obligations to the policyholders of the annuities that we cede to the reinsurer. Also, we have a concentrated group of reinsurers, which heightens the risks we face should any reinsurer not meet its obligations to annuitants who purchase annuities from us.

We face a risk of unavailability and increased cost of reinsurance.

Market conditions beyond our control determine the availability and cost of the reinsurance we may seek to purchase. We can offer no assurance that reinsurance will remain continuously available to us to the same extent and on the same terms and rates as are currently available to us. If we are unable to maintain our current level of reinsurance or to purchase new reinsurance in amounts that we consider sufficient and at prices that we consider acceptable, we would either have to accept an increase in our net insurance liability exposures or reduce our annuity issuances. A reinsurer’s insolvency or inability to make payments under the terms of a reinsurance treaty could subject us to credit risk with respect to our ability to recover amounts due from reinsurers. Because of these risks, we may not be able to collect all amounts due to us from reinsurers. Further, reinsurance coverage may not be available to us in the future at commercially reasonable rates or at all.

We may be unable to expand insurance operations to other states to any significant degree.

A significant part of our new business plan is expanding the ability of American Life to sell insurance in substantially more states. At present, American Life is licensed to sell insurance in 15 states. In 202024 states and subsequent years,the District of Columbia. While we intend to seekare seeking to expand to additional states. Westates, we cannot assure you that these efforts will be successful, and to the extent they are not, our ability to achieve product scale and significant annuity sales will be significantly adversely affected. Our results of operations and future prospects will in turn be adversely affected.

Our business success depends, in part, on effective information technology systems and on continuing to develop and implement improvements in our technology.

We depend in large part on our technology systems for conducting our business, as well as for providing the data and analytics we utilize to manage our business. Our business success is dependent on maintaining the effectiveness of existing technology systems and on continuing to develop and enhance technology systems in a cost efficient manner. System development projects may not deliver the benefits we expect, or may be replaced or become obsolete more quickly than expected, which could result in increased expenses. If we do not effectively and efficiently manage and upgrade our technology systems, or if the costs of doing so are higher than we expect, our ability to provide services to new and existing customers in a cost-effective manner and our ability to implement our business plan could be adversely impacted.

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We are faced with credit risks of our counterparties, which may have a material adverse effect on our operating results and financial condition.

In our investments we are exposed to many different industries, issuers and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, and other institutions. Many of these transactions expose us to credit risk in the event of default of the counterparty. In addition, with respect to secured transactions, our credit risk may be exacerbated when the collateral that we hold cannot be realized upon or is liquidated at prices not sufficient to recover the full amount due to us. We may have further exposure to these issuers in our holdings in unsecured debt instruments and derivative transactions of these issuers. There can be no guarantee that any such realized losses or impairments to the carrying value of these assets would not materially and adversely affect our results of operations and financial condition.

In addition to exposure to credit risks related to our investment portfolio, we are exposed to credit risks in several other areas of our business operations as discussed above and credit risks in our operations related to reinsurance. The collectability of reinsurance recoverables is subject to uncertainty arising from a number of factors, including changes in market conditions, whether insured losses meet the qualifying conditions of the reinsurance contract, and whether reinsurers, or their affiliates, have the financial capacity and willingness to make payments under the terms of a reinsurance treaty or contract. Since we are primarily liable to an insured for the full amount of insurance coverage, our inability to collect a material recovery from a reinsurer could have a material adverse effect on our operating results and financial condition.

We operate in a highly competitive industry, and our business will suffer if we are unable to compete effectively.

The operating results of insurance companies are subject to significant fluctuations due to competition, economic conditions, interest rates, investment performance, maintenance of insurance ratings from rating agencies such as A.M. Best and other factors. The insurance business is intensely competitive. Our ability to compete with other insurance companies is dependent upon, among other things, our ability to attract and retain IMOs to market our insurance products, our ability to develop competitive and profitable products, and our ability to obtain acceptable financial strength ratings. In connection with the development and sale of products, American Life encounters competition from other insurance companies, most of whom offer annuity products and have financial and human resources substantially greater than American Life’s, as well as competition from other investment alternatives available to potential annuitants.

American Life competes with several hundred other insurance companies in the United States. Most of these companies have greater financial resources, longer business histories, and more diversified lines of insurance and annuity product offerings than American Life. These larger companies also generally have large sales forces. We also face competition from direct mail and email sales marketers. We may not be able to compete successfully against these competitors.

Changes in the tax laws could adversely affect our business.

Congress has from time to time considered possible legislation that would eliminate the deferral of taxation on the accretion of value within certain annuity products. This and similar legislation could adversely affect the sale of annuities and life insurance compared with other financial products if such legislation were to be enacted. In addition, we could be unable to attract reinsurance capital. There can be no assurance as to whether any such legislation will be enacted or, if enacted, whether such legislation would contain provisions with possible adverse effects on any annuity products that we develop.

Under the Internal Revenue Code of 1986, income taxes payable by policyholders on investment earnings is deferred during the accumulation period of certain annuity and life insurance products. This favorable tax treatment may give certain insurance products a competitive advantage over other non-insurance products. To the extent that the Internal Revenue Code may be revised to reduce the tax-deferred status of annuity and life insurance products, or to increase the tax-deferred status of competing products, American Life and its industry as a whole would be adversely affected with respect to their ability to sell products. In addition, annuity and related life insurance products are often used to fund estate tax obligations. We cannot predict what future tax initiatives may be proposed with respect to the estate tax or other taxes that may materially adversely affect us.

Some of our investments are relatively illiquid.

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We hold certain investments that may lack liquidity, such as certain fixed maturity securities (including collateralized loan obligations  and mortgage loans). We do not have the present intent to sell, nor is it more likely than not that we will be required to sell, debt securities in an unrealized loss position. Investment losses, however, may be realized to the extent liquidity needs require the disposition of debt securities in unfavorable interest rate, liquidity, or credit spread environments.

We have exposure to mortgage loans on real estate, which could cause declines in the value of our investment portfolio.

Securities and other capital markets products with respect to mortgage lending may become less liquid than conventional securities such as stocks and bonds. The value of our investments in mortgage loans may be negatively impacted by an unfavorable change in or increased uncertainty regarding delinquency rates, and refinancing availability. In addition, commercial mortgages are sensitive to the strength of the related underlying mortgage loans, the U.S. economy, and the supply and demand for commercial real estate. The value of our investments in mortgage loans and determination in loss allowances regarding such investments may be negatively impacted by declining loan to value ratios, especially with respect to loan to value ratios that exceed 80%. For the year ended December 31, 2022, our commercial mortgage loans investment portfolio had approximately $4.7 million in loans at or exceeding an 80% loan-to-value ratio compared to zero for the preceding year. Deterioration in the performance of the residential and commercial mortgage sector, including as a result of the COVID-19 pandemic or additional risk of loss in connection with increasing loan-to-value ratios, could cause declines in the value of that portion of our investment portfolio. The carrying value of our mortgage loans on real estate as of December 31, 2022 and 2021, was $227 million and $183.2 million, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Changes in regulations regarding suitability of product sales and fiduciary/best interest standards may affect our operations and profitability.

Our annuity sales practices are subject to strict regulation. State insurance regulators are becoming more active in adopting and enforcing suitability standards with respect to sales of annuities. In addition, our insurance operations may be impacted by actions taken by the NAIC, the U.S. standard setting and regulatory support organization created and governed by the chief insurance regulatory authorities of the 50 states, the District of Columbia and the five U.S. territories. Some states have enacted or proposed legislation to impose new or expanded fiduciary/best interest standards on broker dealers, investment advisors and/or insurance agents providing services to customers. At the federal level, the U.S. Department of Labor (the “DOL”) adopted a new prohibited transaction exemption, effective on February 16, 2021, which allows the payment of compensation to investment advice fiduciaries who comply with the exemption’s requirements and imposes a best interest standard of conduct for retail investment advice, including recommendations to “roll over” assets from a qualified retirement plan to an individual retirement account (“IRA”) or from one IRA to another IRA. The DOL has also indicated in its regulatory agenda that it plans to issue proposed rulemaking related to fiduciary advice. Any material changes to the standards governing our sales practices, including applicable laws and regulations, could adversely affect our business, results of operations and financial condition.

The inability to obtain upgrades to our financial strength and other ratings from A.M. Best, or the possibility of a downgrade in our ratings, may have a material adverse effect on our competitive position, the marketability of our annuity product offerings, and our liquidity, operating results, financial condition, and prospects.

Financial strength ratings are important factors in establishing the competitive position of insurance companies and generally have an effect on an insurance company’s business. Many insurance buyers, agents, brokers, and secured lenders use the ratings assigned by A.M. Best and other agencies to assist them in assessing the financial strength and overall quality of the companies from which they are considering purchasing insurance or in determining the financial strength of the company that provides insurance with respect to the collateral they hold. American Life currently has an A.M. Best financial strength rating of B++ (Good) and long-term issuer credit rating of bbb+. A.M. Best ratings are derived from an in-depth evaluation of an insurance company’s balance sheet strengths, operating performances, and business profiles. A.M. Best evaluates, among other factors, the company’s capitalization, underwriting leverage, financial leverage, asset leverage, capital structure, quality and appropriateness of reinsurance, adequacy of reserves, quality and diversification of assets, liquidity, profitability, spread of risk, revenue composition, market position, management, market risk, and event risk. On an ongoing basis, rating agencies such as A.M. Best review the financial performance and condition of insurers and may downgrade or change the outlook on an insurer’s ratings due to, for example, a change in an insurer’s statutory capital, a reduced confidence in management, or a host of other considerations that may or may not be under the insurer’s control. All ratings are subject to continuous review; therefore, the retention of these ratings cannot be assured. A downgrade in any of these ratings could have a material adverse effect on our competitiveness, the marketability of our product offerings, and our ability to grow in the marketplace.

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Our new insurance products and other products we may develop may not achieve market penetration.

As discussed elsewhere in this report, we are embarkingAnnual Report on a newForm 10-K, our marketing strategy initiallyis focused on the sale of MYGA and FIA products through IMOs. These products may not achieve market acceptance or penetration to any meaningful degree, and any significant sales of these products cannot be assured, nor can we assure that any other insurance products we attempt to sell will achieve any degree of sustained marketing success. We are seeking to streamline the costs of developing and placing insuranceour annuity products into the marketplace to be sold by IMOs. We may encounter unexpected development costs or lack of IMO acceptance of our products, in which case our financial results would be disappointing.

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assets and liabilities and its mix of net premiums written. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action, including supervision, rehabilitation, or liquidation. If American Life fails to maintain required capital levels in accordance with the “risk-based capital” system, its ability to conduct business would be compromised and our ability to expand our insurance business would be significantly reduced absent a prompt infusion of capital into American Life.

We may execute an acquisition strategy, which could cause our business and future growth prospects to suffer.

We may at some time pursue acquisitions of insurance-related companies. If we were to pursue acquisitions, we would compete with other companies, most of which have greater financial and other resources than us. Further, if we were to succeed in consummating acquisitions, our business, financial condition, and results of operations may be negatively affected because:

Risks Related to Our Voting Common Stock

Ownership of shares of Midwest voting common stock involves substantial risk, and the entire value of those shares may be lost.

Shares of our voting common stock constitute a high-risk, speculative investment in a business that has incurred substantial losses in the past and may incur losses in the future. No assurance can be given that any of the potential benefits envisioned by our business plan will prove to be available to our stockholders, nor can any assurance be given as to the financial return, if any, which may result from ownership of our voting common stock. The entire value of your shares of Midwest voting common stock may be lost.

The market price and trading volume of our voting common stock have been volatile, which has resulted in, and could continue to result in rapid and substantial losses for our stockholders.

Trading and prices of our voting common stock were highly volatile in 2022 and could be subject to wide fluctuations in the future. There are many factors that will impact our stock price and trading volume, including, but not limited to, the factors listed above under “Risks Related to Our Business.” In addition, the low trading volume in our voting common stock may fluctuate and cause significant price variations to occur. If the market price of our voting common stock declines significantly, you may be unable to resell your shares at or above your purchase price, if at all. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our voting common stock include:

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Stock markets in the United States have experienced significant price and volume fluctuations. Market fluctuations, as well as general political and economic conditions such as the global COVID-19 pandemic and the associated economic and market disruption, acts of terrorism, war, such as the conflict between Russia and Ukraine, prolonged economic uncertainty, a recession, or interest rate or currency rate fluctuations, could adversely affect the market price of our voting common stock.

Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our voting common stock.

Our shares of voting common stock are listed on The Nasdaq Capital Market. If we fail to satisfy the continued listing requirements of The Nasdaq Capital Market, Nasdaq may take steps to delist our voting common stock. Such a delisting would likely have a negative effect on the price of our voting common stock, and would impair your ability to sell our voting common stock when you wish to do so. In the event of a delisting, we would take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our voting common stock to become listed again, stabilize the market price or improve the liquidity of our voting common stock, or prevent future non-compliance with Nasdaq’s listing requirements.

As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations and financial prospects.

Currently, we are a “smaller reporting company,” which generally means that our outstanding common stock held by non-affiliates had a market value of less than $250 million as of the last business day of our second fiscal quarter. As a “smaller reporting company,” we are able to provide simplified executive compensation disclosures in our filings; are exempt from the provisions of Section 404(b) of the Sarbanes Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently, for so long as we qualify as a “smaller reporting company,” we may continue to take advantage of these exemptions and it may be more challenging for investors to analyze our results of operations and financial prospects. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. Further, a material weakness in internal controls may remain undetected for a longer period because of our extended exemption from the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act.

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There may be future issuances or resales of our voting common stock which may materially and adversely affect the market price of our voting common stock.

Subject to any required state insurance regulatory approvals, we are not restricted from issuing additional shares of our voting common stock in the future, including securities convertible into, or exchangeable or exercisable for, shares of our voting common stock. Our issuance of additional shares of voting common stock in the future will dilute the ownership interests of our then existing stockholders.

The sale of a substantial number of shares of our voting common stock or securities convertible into, or exchangeable or exercisable for, shares of our voting common stock, whether directly by us in future offerings or by our existing stockholders in the secondary market, the perception that such issuances or resales could occur or the availability for future issuances or resale of shares of our voting common stock or securities convertible into, or exchangeable or exercisable for, shares of our voting common stock could materially and adversely affect the market price of our voting common stock and our ability to raise capital through future offerings of equity or equity-related securities on attractive terms or at all.

In addition, our Board is authorized to designate and issue preferred stock without further stockholder approval, and we may issue other equity and equity-related securities that are senior to our voting common stock in the future for a number of reasons, including, without limitation, to support operations and growth, to maintain our capital ratios, and to comply with any future changes in regulatory standards.

Our executive officers and directors own a substantial number of shares of our voting common stock. This will enable them to significantly influence the vote on all matters submitted to a vote of our stockholders.

As of December 31, 2022, our executive officers and directors beneficially owned 603,547 shares of our voting common stock, representing approximately 16.2% of the outstanding shares of our voting common stock.

Accordingly, our executive officers and directors, through their beneficial ownership of our voting common stock, will be able to significantly influence the vote on all matters submitted to a vote of our stockholders, including the election of directors, amendments to our certificate of incorporation or bylaws, mergers or other business combination transactions, and certain sales of assets outside the regular course of business. The interests of our executive officers and directors may not coincide with the interests of our other stockholders, and they could take actions that advance their own interests to the detriment of our other stockholders.

The indemnification rights provided to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against them.

Our certificate of incorporation and Delaware law provide for broad indemnification of our directors, officers and employees. Our indemnification obligations could result in us incurring substantial expenditures to cover the costs of settlement or damage awards against directors, officers and employees, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing an action against our directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors or officers even though such actions, if successful, might otherwise benefit us and our stockholders.

We do not expect to pay any cash dividends to stockholders.

To date, we have never declared or paid any cash dividends to our stockholders and do not expect to do so for the foreseeable future. The declaration, payment, and amount of any future dividends will be made at the discretion of our Board, and will depend upon, among other things, the results of our operations, cash flows and financial conditions, operating and capital requirements, and other factors as the Board considers relevant. In addition, our ability to pay cash dividends depends, in part, upon on the ability of American Life to provide us with payments from its operations, which are subject to prior regulatory approval for the most part. As an insurance company, American Life is subject to significant regulatory restrictions limiting its ability to declare and make payments or dividends to Midwest.

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If securities or industry analysts do not publish research or reports about our business, or if they issue adverse or misleading opinions regarding us, our voting common stock price and trading value could decline.

The trading market for our voting common stock is influenced by research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, or our voting common stock performance, or if our target operating results fail to meet the expectations of analysts, our voting common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price and trading volume to decline.

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Anti-takeover provisions and the regulations to which we may be subject may make it more difficult for a third- party to acquire control of us, even if the change in control would be beneficial to our stockholders.

We are a holding company incorporated in Delaware. Anti-takeover provisions in Delaware law and has no abilityour certificate of incorporation and bylaws, as well as regulatory approvals required under state insurance laws, could make it more difficult for a third- party to generate revenuesacquire control of us and may prevent stockholders from receiving a premium for their shares of voting common stock. Our certificate of incorporation provides that our Board may issue up to 2,000,000 shares of preferred stock, in one or more series, without stockholder approval and with such terms, preferences, rights, and privileges as the Board may deem appropriate. These provisions, the control of our executive officers and directors over the election of our directors, and other than payments from American Life.

Midwest isfactors may hinder or prevent a holding company whose principal operating subsidiary is American Life. Midwest depends primarily on reimbursement of costs from American Life and has no other significant source of revenue except American Life. Our change in control, even if the change in control would be beneficial to, or sought by, our stockholders.

Eight individuals currently serve on our Board, which is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, a class of directors is to be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. As a result, a portion of our Board will be elected each year. Our certificate of incorporation authorizes our Board to fix the number of directors from time to time by a resolution of the majority of our Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, occurredas nearly as possible, each class shall consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in 2018control. Between stockholder meetings, directors may be removed by our stockholders only for cause, and the Board may appoint new directors to fill the vacancies. These provisions may prevent a stockholder from removing incumbent directors and simultaneously gaining control of the Board by filling the resulting vacancies with its own nominees. Consequently, the existence of these provisions may have the effect of deterring hostile takeovers, which could depress the market price of our voting common stock.

General Risks

The ongoing events resulting from the COVID-19 pandemic, and the uncertainty regarding future similar events, could have an adverse impact on our financial condition, results of operations, cash flows, liquidity, and prospects.

We continue to closely monitor developments related to the coronavirus (COVID-19) pandemic to assess potential adverse impacts on our business. Due to the evolving and highly uncertain nature of this pandemic, it currently is not possible provide a longer-term estimate of potential insurance or reinsurance exposure or the indirect effects the pandemic may have on our results of operations, financial condition, or liquidity. Management implemented the Company’s business continuity plan in early March 2020 and operated through July 2020 with the infusionmajority of employees working remotely. Operations continued as normal despite a sharp increase in sales during the period. We continue to monitor the Centers for Disease Control and Prevention and Nebraska guidelines regarding employee safety.

If the COVID-19 pandemic and associated economic slowdown continues it could adversely impact our future results of operations, financial condition, cash flows, liquidity, and prospects in a number of ways, including:

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Finally, we cannot predict how legal and regulatory responses to concerns about COVID-19 and related public health issues, including responses to any future outbreaks of communicable diseases, will impact our business. The continued spread of COVID-19 and its variants has led to disruption and volatility in the global capital markets which could increase our funding costs and limit our access to the capital markets. Accordingly, we may in the future have difficulty accessing capital on attractive terms, or at all, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.

Catastrophes may adversely impact liabilities for policyholder claims and reinsurance availability.

Claims resulting from Xenith discussedcatastrophic events could harm our financial results, profitability, and financial condition. Catastrophic events could impact our insurance business by significantly impacting our assumptions as to mortality, morbidity, and other rates, as well as product sales. Catastrophic events may also reduce economic activity in affected areas, which could harm our prospects for new business. In addition, catastrophes could cause unanticipated financial strain on our insureds as well as increase the cost of reinsurance to us and decrease the availability of reinsurance, which could in turn harm our business, results of operations, or financial condition.

Claims loss reserves may be inadequate.

We maintain loss reserves to cover estimated liabilities for unpaid losses and loss expenses, including legal and other fees, as well as other claims and settlement costs for reported and unreported claims incurred as of the end of each accounting period. Loss reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what we expect the ultimate settlement and administration of claims will cost. These estimates, which generally involve actuarial projections, are based on the assessment of facts and circumstances then known, as well as estimates of future trends in claims severity, frequency, and other factors. The variables described above are affected by both internal and external events, such as changes in claims handling procedures, economic inflation, judicial and litigation trends, and legislative changes. Many of these items are not directly quantifiable in advance. Additionally, there may not providebe a significant delay between the occurrence of the insured event and the time it is reported to us.

Reserve estimates are continually refined as experience develops and further claims are reported and settled. Adjustments to reserves are reflected in the results of the periods in which such estimates are changed. Because setting reserves is inherently uncertain, we cannot assure that our current reserves will prove adequate long-termin light of subsequent events, including for example the uncertainties relating to the COVID-19 pandemic. Accordingly, the ultimate settlement of losses may be significantly greater or less than the loss and loss expense reserves as of the date of the balance sheet. If our loss reserves are determined to be inadequate, we will be required to increase loss reserves at the time of such determination with a corresponding decrease in our profitability. If the increase in loss reserves is large enough, we could incur a net loss and a net reduction of our capital.

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Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs and access the capital required to operate our business.

In the insurance industry, liquidity refers to the ability of an insurance company to generate adequate amounts of cash from its normal operations, including from its investment portfolio, in order to meet its financial commitments, which are principally obligations under the insurance policies it has written.

The capital and credit markets have historically experienced significant volatility and disruption. In some cases, the markets have exerted downward pressure on the availability of liquidity and credit capacity. In the event that we need access to additional capital to pay our operating expenses, or increase the amount of insurance that we seek to underwrite, or otherwise grow our business, our ability to obtain such capital may be limited and the cost of any such capital may be significant. In addition, the availability of additional financing will depend on a variety of factors, including capital and credit market conditions, the availability of credit generally and specifically to supportthe financial services industries, market liquidity, our contemplated expansioncreditworthiness, as well as the possibility that customers or capital providers could develop a negative perception of American Life’sour long or short-term financial prospects if we incur large investment losses or if our level of business activity decreases. Similarly, our access to capital may be impaired if regulatory authorities or any continued reimbursementsrating agencies take negative actions against us. Our internal sources of liquidity may prove to Midwest. If there is not a substantial expansion of American Life’s business, itbe insufficient, and we may not be able to successfully obtain additional financing on favorable terms, or at all. As such, we may be forced to issue securities with terms and conditions that may be unfavorable to us, to accept an unattractive cost of capital or to sell certain assets, any of which could decrease our profitability and significantly reduce our financial flexibility. If a combination of these factors occurs, our internal sources of liquidity may prove to be insufficient and, in such case, we may not be able to successfully obtain additional financing on terms favorable to us.

The transition from LIBOR to alternative reference “benchmark” interest rates is uncertain and could adversely affect the value of or the interest rates on our investments and obligations indexed to LIBOR, as well as the revenue and expenses associated with those assets and obligations.

LIBOR is an interest rate benchmark that has been widely used in financial contracts around the world for decades. In July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), which regulates the London Interbank Offered Rate (“LIBOR”), announced that it intended to phase out LIBOR by the end of 2021. Following discussions with the FCA and other official sector bodies, the Intercontinental Exchange Benchmark Administration announced in March 2021 that the publication of certain USD LIBOR settings will continue through June 30, 2023. The Alternative Reference Rates Committee of the Federal Reserve Board (“ARRC”), a group of market participants convened to help ensure a successful transition away from LIBOR, has recommended the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative reference rate and has proposed a transition plan and timeline designed to encourage the adoption of SOFR from LIBOR.

We are in the process of analyzing and identifying our population of securities, financial instruments, and contracts that utilize LIBOR (collectively “LIBOR Instruments”) to determine if we have any material exposure to the transition from LIBOR. To the extent we hold LIBOR Instruments, the terms of these instruments may have fallback provisions that provide fundsfor an alternative reference rate when LIBOR ceases to Midwestexist. For securities without adequate fallback provisions already in place, federal legislation has been enacted to enable Midwestprovide a safe harbor for transition to meet its obligations.the recommended alternative reference rate.

Notwithstanding the availability of statutory guidance on fallback procedures, in preparation for the phase out of LIBOR, we may need to renegotiate our LIBOR Instruments that utilize LIBOR. However, these efforts may not be successful in mitigating the legal and financial risk from changing the reference rate in our LIBOR Instruments. Furthermore, the discontinuation of LIBOR may adversely impact our ability to manage and hedge exposures to fluctuations in interest rates using derivative instruments.

As a result, the transition of our LIBOR Instruments to alternative reference rates, including SOFR, may result in adverse changes to the net investment income, fair market value and return on those investments. We intend to continue evaluating and monitoring the risks associated with the LIBOR transition which include identifying and monitoring our exposure to LIBOR and ensuring operational processes are updated to accommodate alternative rates. Due to uncertainty surrounding the effect of adopting or transitioning to alternative rates, such as SOFR, we are unable to predict the overall impact of this change at this time.

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The insurance industry is subject to numerous laws and regulations, and compliance costs and/or changes in the regulatory environment that could adversely affect our business.

Our insurance operations are subject to government regulation in each of the states in which we conduct business. Such regulatory authority is vested in state agencies which have broad administrative power dealing with all aspects of the insurance business, including premium rates, policy forms, and capital adequacy, and whichthat are concerned primarily with the protection of policyholders rather than shareholders. These state insurance regulatory authorities have broad administrative powers dealing with all aspects of the insurance business, including, among other areas, regulation of the advertising and marketing of insurance, privacy of policyholders, acquisitions of regulated insurance entities, payment of dividends, reinsurance, the form and content of insurance policies (including pricing), operating and agent licenses, regulation of premium rates, premium tax increases, rating and underwriting restrictions and limitations, asset and reserve valuation requirements, enterprise risk management, surplus requirements, the type or amount of investments, accounting standards, Risk-Based Capital (“RBC”) requirements, statutory reserve and capital requirements, assessments by guaranty associations, affiliate transactions, and unfair trade and claims practice.

In addition, our insurance operations may be impacted by actions taken by the NAIC. A primary mandate of the NAIC is to benefit state insurance regulatory authorities and consumers by promulgating model insurance laws and regulations for adoption by the states. The NAIC also provides standardized insurance industry accounting and reporting guidance through the NAIC Accounting Manual. However, model insurance laws and regulations are only effective when adopted by the states, and statutory accounting and reporting principles continue to be established by individual state laws, regulations, and permitted practices. Changes to the NAIC Accounting Manual or modifications by the various state insurance departments may adversely affect the statutory capital and surplus of American Life. See “Regulation” for further discussion.

The NAIC and state insurance regulators reexamine existing laws and regulations on an ongoing basis, and focus on insurance company investments and solvency issues, risk-based capital guidelines, interpretations of existing laws, the development of new laws, the implementation of non-statutory guidelines, and the circumstances under which dividends may be paid. Future NAIC initiatives, and other regulatory changes, could have a material adverse impact on our insurance business. There can be no assurance that American Life will be able to satisfy the regulatory requirements of the Nebraska Department of InsuranceNDOI or a similar department in any other state in which it may wish to transacttransacts business. It should be noted that aA significant component of our new business plan is to reinsure substantially alla significant portion of our newthe insurance business.policies that we issue. It should be assumed that state regulators will monitor carefully the financial strength of any third party reinsurance companythird-party reinsurer and in certain instances may require that sufficient funds be reserved by us in order to

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Development of annuity and life insurance companies in the United States. Most of these companies have greater financial resources, longer business histories, and more diversified lines of insurance coverage than American Life. These larger companies also generally have large sales forces. We also face competition from direct mail and email sales marketers.

Development of life and annuity products involves the use of certain assumptions, and the inaccuracy of these assumptions could adversely affect profitability.

In our life and annuityinsurance business, we must make certain assumptions as to expected mortality, lapse rates, and other factors in developing the pricing and other terms of life and annuityinsurance products. These assumptions are based on industry experience and are reviewed and revised regularly to reflect actual experience on a current basis. However, variation of actual experience from that assumed in developing such terms may affect a product’s profitability or sales volume and in turn adversely impact our revenues.revenues and profitability.

If we underestimate our liability for future policy benefits, our results of operations could suffer.

Liabilities established for future life insurance policy benefits are based upon a number of factors, including certain assumptions such as mortality, morbidity, lapse rates, and crediting rates. Unforeseen events like epidemics or pandemics could arise and have an adverse effect on our assumptions as to morbidity and mortality. If we underestimate future policy benefits, we wouldwill incur additional expenses at the time we become aware of the inadequacy. As a result, our losses would increase and our ability to achieve profits would suffer.

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associations to make payments to insureds for losses could have a material adverse effect on our results of operations and financial condition.

From time to time, increased scrutiny has been placed upon the U.S. insurance regulatory framework by both federal and state legislators and regulators. A number of state legislatures have considered or enacted legislative measures that alter, and in many cases increase, state authority to regulate insurance and reinsurance companies. In addition to legislative initiatives of this type, the NAIC and insurance regulators are regularly involved in a process of reexamining existing laws and regulations and their application to insurance and reinsurance companies.

We cannot predict the effect that any proposed or future federal or state legislation or change in the interpretation or application of existing laws or regulations may have on our financial condition or results of operations.

A failure to comply with rules and regulations in a jurisdiction could lead to disciplinary action, the imposition of fines or the revocation of the license, permission or authorization necessary to conduct our businesses in that jurisdiction, all of which could have a material adverse effect on the continued conduct of business in a particular jurisdiction.

The impact on potential customers and vendors of sustained or significant deterioration in economic conditions, including due to concerns of a potential economic downturn or recession, could adversely affect our business.

We are exposed to risks associated with the potential financial instability of our customers, many of whom may be adversely affected by an economic slowdown or recession, inflation, or rising interest rates. As a result of macroeconomic challenges currently or potentially affecting the economy of the U.S. and other parts of the world, customers may experience serious cash flow problems and other financial difficulties. In addition, events in the U.S. or foreign markets, such as the COVID-19 pandemic, the rising rate of inflation that the U.S. is currently experiencing, bank failures, and the conflict between Russia and Ukraine, may continue to impact the global economy and capital markets. The impact of such events is difficult to predict. As a result, customers and potential customers may modify, delay, or cancel plans to purchase our products. Additionally, if customers are not successful in generating sufficient incomes, they may not be able to pay, or may delay payment of, premiums and other amounts that are owed to us. Any liability of current or potential customers to pay us for our products may adversely affect our earnings and cash flow.

A general economic slowdown or recession could potentially adversely affect us in the form of consumer behavior, particularly through decreased demand for our products. In addition, we are susceptible to risks associated with the potential financial instability of the vendors on which we rely to provide services or to whom we delegate certain functions. The same conditions that may affect our customers also could adversely affect our vendors, causing them to significantly and quickly increase their prices or reduce their output. Our business depends on our ability to perform, in an efficient and uninterrupted fashion, our necessary business functions, and any interruption in the services provided by third parties could also adversely affect us.

Defaults on commercial mortgage loans and volatility in the payment or performance of their obligations under these securities, bankruptcy filings and other events could reduce our investment income and realized investment gains or result in the recognition of investment losses and restrict our access to cash and investments. The value of our investments may be materially adversely affected by increases in interest rates, downgrades in bonds included in our portfolio, financial market performance, general economic conditions, and by other factors that may result in the recognition of other-than-temporary impairments. Each of these events may cause us to reduce the carrying value of our investment portfolio and may adversely affect our results of operations.operations and financial condition.

ChangesA decline in the tax lawscommercial real estate market within the U.S. resulting from changes in interest rates, real estate market conditions or an economic downturn or recession may have a negative impact on the value of our commercial mortgage loan portfolio. Negative developments across a certain property type or the occurrence of a negative event within a geographic region may have a significant negative impact, based on concentration within that property type or geographic region. Our operations and financial condition may be adversely affected from an increase in borrower defaults within our commercial mortgage loan portfolio. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our valuation of investments and the determinations of the amount of allowances and impairments taken on our investments may include methodologies, estimations and assumptions that are subject to differing interpretations and, if changed, could materially adversely affect our business.results of operations or financial condition.

CongressFixed maturities, equity securities and derivatives represent the majority of assets and liabilities reported at fair value on our Consolidated Balance Sheets. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Fair value estimates are made based on available market information and judgments about the financial instrument at a specific point in time. Considerable judgment is often

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required to develop estimates of fair value, and the use of different assumptions or valuation methodologies may have a material effect on the estimated fair value amounts.

As an example, our registered independent accounting firm has fromidentified the valuation of embedded derivatives of fixed indexed annuities as a critical audit matter. Our FIA contracts allow the policyholder to elect a fixed interest rate return or an equity market component for which interest credited is based on the performance of certain stock market indices. The equity market option is an embedded derivative. The fair value of the embedded derivatives is computed as the present value of death, surrender, and partial withdrawal benefits attributable to the excess of the projected policy contract values over the projected minimum guaranteed contract values. The projections of policy contract values are based on assumptions for future policy growth, which included assumptions for expected index credits on the next policy anniversary date, future equity option cost developed based on the participation rate, cap rate, strike rate, volatility assumption, time to time considered possible legislation that would eliminateexpiration, and risk-free rates using the deferralBlack Scholes formula and grow at the risk-free interest rates over the term of taxationthe index period, guaranteed minimum renewal interest rate, and policyholder assumptions including mortality, lapses, partial withdrawal rates, and the utilization of benefit riders.  Because of the significant subjectivity and estimation of the valuation inputs, the valuation of our embedded derivatives could vary significantly as conditions change and new information and  becomes available. Decreases in value may have a material adverse effect on our results of operation or financial condition.

Our determination of the accretionamount of allowances and impairments varies by investment type and is based on our periodic evaluations and assessments of known and inherent risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available. We update our evaluations regularly and make changes in allowances and impairments in operations. Market volatility, including as a result of the COVID-19 pandemic, inflation, bank failures, and the conflict between Russia and Ukraine, can make it more difficult to value within certain annuities and life insurance products. This and similar legislation, includingour securities if trading in such securities becomes less frequent. In addition, a simplified “flat tax” income tax structureforced sale by holders of large amounts of a security, whether due to insolvency, liquidity, or other issues with an exemption from taxation for investment income,respect to such holders, could adversely affectresult in declines in the saleprice of life insurance and annuities compared with other financial products if such legislation were to be enacted. Plus, we could be unable to attract reinsurance capital.a security. There can be no assuranceguarantee that we have accurately assessed the level of impairments taken and allowances reflected in our financial statements. Furthermore, additional impairments may need to be taken or allowances provided for in the future. Impairments result in charges to earnings in the period taken, and historical trends may not be indicative of future impairments or allowances.

A breach of information security or other unauthorized data access could have an adverse impact on our business and reputation.

In the ordinary course of business, we collect, process, transmit, and store large quantities of personally identifiable information, customer financial and health information, and proprietary business information (“Sensitive Information”). The secure processing, storage, maintenance, and transmission of Sensitive Information are vital to our operations and business strategies. Although we undertake substantial efforts to reasonably protect Sensitive Information, including internal processes and technological defenses that are preventative, and other commercially reasonable controls designed to provide multiple layers of security and detection, Sensitive Information maintained by us may be vulnerable to attacks by computer hackers, to physical theft by other third-party criminals, or to other compromise due to employee error or malfeasance. Attacks may include both sophisticated cyber-attacks perpetrated by organized crime groups, “activists,” or state sponsored groups, as well as non-technical attacks ranging from sophisticated social engineering to whether such legislationsimple extortion or threats, which can lead to unauthorized access or disclosure, disruption or further attacks. Such events may expose us to civil and criminal liability, or regulatory action, harm our reputation among customers, deter people from purchasing our products, cause system interruptions, require significant technical, legal, and other remediation expenses, and otherwise have an adverse impact on our business. Third parties to whom we outsource certain functions are also subject to the risks outlined above, and if a third-party suffers a breach of information security involving our Sensitive Information, the breach may result in substantial costs and other negative consequences, including a material adverse effect on our business, financial condition, results of operations, and liquidity. We offer no guarantees that we will be enactedable to implement information security measures to prevent all breaches of information security.

Employee error, misconduct, or if enacted, whetherexcessive risks may be difficult to detect and prevent and could adversely affect us.

Persons who conduct our business, including executive officers and other members of management, other employees and our IMOs and their sales agents, do so in part by making decisions and choices that involve exposing us to risk. These include decisions such legislation would contain provisionsas setting underwriting guidelines and standards, product design and pricing, determining what assets to purchase for investment and when to sell them, deciding which business opportunities to pursue, and other business decisions. Losses may result from, among other things, excessive risk, fraud, errors, failure to document transactions properly, failure to obtain proper internal authorization, or failure to comply with regulatory requirements. Although we employ controls and procedures designed to monitor business decisions and

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prevent us from taking excessive risks, it is not always possible adverse effects on any annuityto deter or prevent employee misconduct or errors in judgment, and life insurance productsthe precautions that we take to prevent and detect this activity may not be effective in all cases. The impact of those losses and excessive risks could harm our reputation and have a material adverse effect on our financial condition and business operations.

We face a risk of noncompliance with and enforcement action under the anti-money laundering statutes and regulations.

A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The USA PATRIOT Act of 2001 substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra territorial jurisdiction of the United States, and by expanding the categories of financial institutions to which such laws and regulations apply to include some categories of insurance companies. Certain financial institutions are also prohibited from entering into specified financial transactions and account relationships and must use enhanced due diligence procedures in their dealings with certain types of high risk clients and implement a written client identification program. Financial institutions must take certain steps to assist government agencies in detecting and preventing money laundering and report certain types of suspicious transactions without notifying the affected clients. Regulatory authorities routinely examine financial institutions to ensure that they have policies and procedures reasonably designed to comply with applicable requirements and for compliance with the policies and procedures and these substantive obligations. Failure of a financial institution to maintain and implement adequate programs, including policies and procedures, to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations. We and our subsidiaries are subject to anti-money laundering statutes and certain regulations, and our compliance obligations under these rules may result in increased costs and allocation of internal resources.

Litigation or regulatory actions could have a material adverse impact on us.

Current and future litigation or regulatory investigations and actions in the ordinary course of operating subsidiary develops.our business, including class action lawsuits, may negatively affect us by resulting in the payment of substantial awards or settlements, increasing legal and compliance costs, requiring us to change certain aspects of our business operations, diverting management attention from other business issues, harming our reputation with customers, or making it more difficult to retain current customers and to recruit and retain employees or IMOs.

UnderGuarantees within certain of our products may adversely affect our financial condition or results of operations.

We offer guarantees which may include a return of no less than the Internal Revenue Code, income taxestotal deposits made on the contract less any customer withdrawals, total deposits made on the contract less any customer withdrawals plus a minimum return, or the highest contract value on a specified anniversary date minus any customer withdrawals following the contract anniversary. These guarantees can also include benefits payable by policyholders on investment earnings is deferredin the event of death, upon annuitization, upon periodic withdrawal, or at specified dates during the accumulation periodperiod.

Periods of certain life insurancesignificant and annuity products. This favorable tax treatment may give certain insurancesustained downturns in equity markets, increased equity volatility, and/or reduced interest rates could result in an increase in the valuation of the future policy benefit or policyholder account balance liabilities associated with such products, resulting in a competitive advantage over other non-insurance products. Toreduction of our potential profitability. We use risk management techniques including product design, asset liability management, reinsurance and hedge strategies to manage the extent thatrisk associated with liability exposures and the Internal Revenue Code may be revised to reducevolatility of net income associated with these liabilities.

We remain ultimately liable for the tax-deferred status of life insurancespecific guaranteed benefits and annuity products, or to increase the tax-deferred status of competing products, American Life and its industry as a whole would be adversely affected with respect to their ability to sell products. In addition, life insurance products are often used to fund estate tax obligations. We cannot predict what future tax initiatives may be proposed with respectsubject to the estate taxrisk that reinsurers or other taxes which may materially adversely affect us.

The insurance industry is highly regulated and our activitiesderivative counterparties are restricted as a result. We spend substantial amounts of time and incur significant expenses in connection with complying with applicable regulations, andunable or unwilling to pay. In addition, we are subject to the risk that more burdensome regulations could be imposed on us.

Compliancehedging and other risk management procedures prove ineffective, or the estimates and assumptions made in connection with insurance regulation by us is costly and time consuming. Insurance companies intheir use fail to reflect or correspond to the U.S.actual liability exposure, or that unanticipated policyholder behavior or mortality, combined with adverse market events, produces economic losses beyond the scope of the risk management techniques employed. We are also subject to extensive regulation in the states where they do business.risk that the cost of hedging these guaranteed minimum benefits may materially increase. These risks, individually or collectively, may have a material adverse effect on our financial condition or results of operations.

We regularly analyze overall risk position at the enterprise level and decide how much risk to retain (that is, to hold capital) and how much risk to transfer off the balance sheet. This regulation primarily protects policyholders rather than shareholders. The regulations require:

decision considers the cost of transferring risk, the concentration of the risk, and our

American Life is subjecttolerance for volatility. Residual risk for which we hold capital may lead to this regulation in each state in the U.S. in which it is licensed to do business. This regulation involves significant costs and restricts operations.earnings volatility. We cannot predict the form ofassure you that our hedging strategy will successfully mitigate any risks we may hedge.

Deviations from assumptions regarding future regulatory initiatives.

In addition, as the owner of a life insurance subsidiary, Midwest is regulated by various state insurance regulatory agencies under the Uniform Insurance Holding Company Act. Certain "extraordinary" intercorporate transfers of assetspersistency, mortality, morbidity, and dividend payments from American Life require prior approval by the applicable state insurance regulator. We also file detailed annual reports with the Nebraska Department of Insurance and all of the statesinterest rates used in which we are licensed. The business and accounts of American Life are subject to examination by the Nebraska Department of Insurance, as well as inquiries including investigations of the various insurance regulatory authorities of the states in which American Life is licensed.

Security breaches or interference with our technology infrastructure could harm our business.

Our new business plan is highly dependent upon technology systems and networks to conduct our business. Maintaining the integrity of our technology is critical to the success of our business operations, including product development, insurance policy sales, oversight, financial reporting and analysis and to the protection of our proprietary information and our clients’ personal information. Any failures by our technology or future security breaches or interference to our technology systems that may occur in the futurecalculating reserve amounts could have a material adverse impact on our business. Moreover, any unauthorized accessresults of operations or financial condition.

Our profitability depends significantly upon the extent to which the actual experience is consistent with the assumptions we use in setting prices for our products and establishing liabilities for future policy benefits and claims. Such amounts are established based on estimates by actuaries of how much we will need to pay for future benefits and claims. The process of calculating reserve amounts for a life insurance company involves the use of a number of assumptions, including those related to persistency (how long a contract stays with a company), mortality (the likelihood of death or the disclosurelikelihood of survival), morbidity (likelihood of sickness or lossdisability), and interest rates (the rates expected to be paid or received on financial instruments, including insurance or investment contracts).

Pricing of our proprietary informationannuity products is also based in part upon expected persistency of these products, which is the probability that a policy or contract will remain in force from one period to the next. Persistency within our clients’ personal informationannuities business may resultbe significantly impacted by the value of guaranteed minimum benefits contained in legal claims, damagemany of our annuity products being higher than current account values, in light of poor equity market performance or extended periods of low interest rates, as well as other factors. Persistency could be adversely affected generally by developments affecting client perceptions of us, including perceptions arising from adverse publicity. Many of our products also provide our customers with wide flexibility with respect to reputation, the incurrenceamount and timing of costspremium deposits and the amount and timing of withdrawals from the policy’s value.

Some of our products and services are complex and are sold through IMOs and their agents, and a failure of the IMOs and their agents to eliminateproperly explain our products and services or mitigate further exposure,their misrepresentation in connection therewith could have an adverse effect on our business, results of operations and financial condition.

Some of our products are complex and all of our products are presently sold through IMOs and their agents. Therefore, we are primarily reliant on our IMOs and their agents in our distribution channel to describe and explain our products to potential customers. The intentional or unintentional misrepresentation of our products and services in advertising materials or other external communications, or inappropriate activities by the IMOs or their agents, could adversely affect our business reputation and prospects, as well as lead to potential regulatory actions or litigation.

Expectations relating to environmental, social, and governance (“ESG”) considerations could expose us to potential liabilities, increased costs, and reputational harm.

Governmental authorities, non-governmental organizations, customers, investors, external stakeholders and employees are increas-ingly sensitive to ESG considerations, such as diversity and inclusion, sustainability, climate change, cyber-security and data privacy. This focus on ESG considerations may lead to increased compliance costs associated with running our business. Responding to ESG concerns, implementing ESG initiatives and achieving ESG goals involves risks and uncertainties, requires investment, and depends in part on third-party performance or data that is outside of our control. We risk negative stockholder reaction, including from proxy advisory services, as well as damage to our business. Despite measures takenbrands and reputation, if we fail, or are perceived to addressfail, to adhere to any public statements about ESG matters, comply fully with developing interpretations of ESG laws and mitigate these risks, we cannot assure thatregulations or meet evolving and varied stakeholder expectations and standards. In addition, some stakeholders may disagree with any of our systemsESG goals and networks will not be subject to breaches or interference. We maintain insurance for data breaches seeking to cover the cost of any such breach, but such insurance may not be adequate to cover all liabilities resulting from data breaches.

We may execute an acquisition strategy, which could cause our business and future growth prospects to suffer.

We may at some time pursue acquisitions of insurance related companies.initiatives. If we were to pursue acquisitions, we would compete with other companies, mostdo not meet the evolving and varied ESG expectations of which have greater financialour customers, investors and other resources than us. Further, ifstakeholders, we were to succeed in consummating acquisitions,could experience reduced demand for our products and services, loss of customers and other negative effects on our business, financial condition and results of operations may be negatively affected because:

Company Stock Ownership Risks

Ownership of shares of Midwest voting common stock involves substantial risk, and the entire valuemarket price of those shares may be lost.

Shares of our voting common stock constitute a high-risk, speculative investment in a business that has incurred substantial losses to date and expects to continue to incur substantial losses in the foreseeable future. No assurance can be given that any of the potential benefits envisioned by our new business plan will prove to be available to our shareholders, nor can any assurance be given as to the financial return, if any, which may result from ownership of our voting common shares. The entire value of your shares of Midwest voting common stock may be lost.

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ITEM 2. PROPERTIES.

We currently lease approximately 10,13115,831 square feet of office space at 2900 South 70th Street, SuiteSuites 350 and 400, Lincoln, Nebraska 68506. This lease was executed October 17, 201316, 2021 and expires on January 31, 2024.October 16, 2031. We also rent approximately 455 square feet of office space at 405 Lexington Avenue, Floor 9, New York, New York, 10174. This rental agreement was executed September 1, 2021 and renews on a month--to--month basis.

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ITEM 3. LEGAL PROCEEDINGS.

We are involved in litigation incidental to our operations from time to time. We are not presently a party to any legal proceedings other than litigation arising in the ordinary course of our business, and we are not aware of any claims that could materially adversely affect our financial position or results of operations.

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ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

OurHistorically our voting common stock was listed on the OTCQB as of mid‑2016Marketplace under the ticker symbol: MDWT. Our shares do not actively trade. As of March 12,symbol “MDWT’’ but had experienced very limited trading. On August 27, 2020, we had issuedcompleted a 500 for one reverse stock split and outstanding 1,023,408,553 sharesminimal trading of our voting common stock.

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Overview of Company and Business Model

Midwest Holding Inc. (“Midwest,” “the Company,” “we,” “our,” or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in the events, conditions, or circumstances on which any such statements are based.

Overview

We were formed“us”) was incorporated on October 31, 2003 for the primary purpose of becomingoperating a financial services company. We have twoare in the annuity insurance business and operate through our wholly owned subsidiaries, that we operate our business through: 1) American Life a Nebraska-domiciled life insurance company and 2)& Security Corp. (“American Life”), 1505 Capital a Delaware limited liability company in which we own a 51% interest and which provides investment advisory and related asset management services. In 2009, American Life was issued a certificate of authority to conduct life insurance business in Nebraska. We have incurred losses since inception that resulted primarily from costs incurred while raising capital and establishing and operating American Life and other entities.

On June 28, 2018 we underwent a change in control as a result of the closing of a Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement dated May 9, 2018 (the “Agreement”) with a non-affiliated third party, Xenith Holdings LLC a Delaware limited liability company (“Xenith”). Xenith is a wholly controlled subsidiary of Vespoint LLC, a Delaware limited liability company (“Vespoint”1505 Capital”), which is also the manager of Xenith. Vespoint is owned and managedour sponsored captive reinsurance company, Seneca Reinsurance Company, LLC (“Seneca Re”).

We are a financial services company focused on helping people plan and secure their future by AMS Advisors LLC, a Delaware limited liability company,providing technology-enabled and Rendezvous Capital LLC, a New York limited liability company. Each of these three companies is a private investment company; they are controlled by Michael Minnich and A. Michael Salem,services-oriented solutions to support individuals’ retirement through our annuity products. We distribute our annuities through independent distributors who are Co-Chief Executive Officers of Vespoint and executive officers and directors of Midwest and American Life.

The terms and conditions of the Agreement are described in our Current Report on Form 8‑K filed with the Securities and Exchange Commission (“SEC”) on May 14, 2018. The Agreement was filed as an exhibit to the referenced Current Report on Form 8‑K.

At the closing of the Agreement, we issued 1,500,000 shares of newly created Series C Convertible Preferred Stock (“Series C Preferred Stock”) to Xenith for $1,500,000, which was ranked senior to our voting common stock on liquidation with a preference of $1.00 per share. Annual dividends of 8% of the Series C Preferred Stock liquidation preference were payable by us. Prior to conversion on June 18, 2019, and at any time after June 28, 2025, Xenith could have required us to redeem the Series C Preferred Stock at the liquidation preference (plus accrued dividends) or fair market value, whichever was greater. The Preferred Stock voted along with the voting common stock on an “as converted” basis. Also, holders of Preferred Stock voting as a separate Series were entitled to elect five of the Company’s eight members of its Board of Directors. On June 18, 2019, all of the Series C Preferred Stock shares were converted, at Xenith’s election, into 72,854,474 shares of our voting common stock at approximately $0.02 per share. All accrued dividends were waived.

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Industry Trends and Market Conditions

Market

We participate in a large U.S. market that we expect to grow in part due to a number of demographic trends. As measured by annual premiums written, annuities are the largest product line in the life, annuity, and accident and health sector. Annuities play an important role in retirement planning by providing individuals with stable, tax-efficient sources of income. In 2021, annuity premiums accounted for $319 billion of annual premiums, or approximately 30% of the $1.1 trillion of total annual life, annuity, and accident and health premiums according to the Insurance Information Institute. The most common annuities are fixed and variable and can be written on an individual or group basis. Our current products are MYGAs and FIAs written on an individual basis.

An increasing portion of the U.S. population is of retirement age and is expected to increase the retirement income needs of retirees. The number of people of retirement age has increased significantly since 2010, driven by the aging of the “Baby Boomer” generation. The U.S. population over 65 years old is forecasted to grow from 56 million in 2020 to an estimated 81 million by 2040, according to the U.S. Census Bureau, Population Estimates and Projections. This study also forecasted that U.S. population aged over 65 years old is expected to grow by 44% from 2020 to 2040, while the total U.S. population is expected to grow by only 12%.  Annuities in the U.S. are distributed through a number of channels, most of which are independent from the insurance companies that issue annuities. Independent distribution channels serve as the primary and a growing source of annuity distribution. In 2021, approximately 77% of U.S. individual annuity sales occurred through independent distributors, including independent agents, broker-dealers, and banks, representing an increase from approximately 70% in 2017 according to U.S. Individual Annuities, 2021 Year in Review, Life Insurance Marketing and Research Association (“LIMRA”), 2022. Independent agents are the second largest distribution channel, behind independent broker-dealers, accounting for approximately 19% of U.S. individual annuity sales in 2021. IMOs provide independent agents with access to annuity products along with operational support services and functionality to support the distribution services of the agents. The infrastructure and support services provided by IMOs to independent agents are critical to the success of independent agents and their ability to serve their customers and generate additional sales.

We believe that capital markets investors have been actively seeking investing in and acquiring insurance and reinsurance companies in recent years. Fixed annuities provide upfront premiums and stable, long-term payment obligations and are thus attractive sources of liability-funded assets for a variety of traditional and alternative asset managers and investors. However, there are significant regulatory and operational hurdles for capital providers looking to enter the insurance market. These hurdles are exacerbated by the limited legacy administrative capabilities, product development processes and technology systems, of traditional insurers and reinsurers. We provide asset managers and investors the ability to seamlessly access funding from annuities through a variety of reinsurance entities that we can form quickly and operate efficiently with lower upfront and ongoing regulatory and operating costs.

State expansion efforts have taken more time than anticipated, as state insurance regulators would like to see a more fully developed historical financial footprint. We are working diligently to file in more states, responding and providing increased information to regulators and discussing how our business model ensures policyholders are protected, given the capital held and supported by the use of reinsurance.

We currently distribute annuity products through 27 third-party IMOs. We believe our product development, prompt policy processing, operating flexibility and speed to market make us a desirable partner for insurance distributors. We are seeking to expandgrow by increasing volumes with our current IMOs and by establishing new IMO relationships.

Competition

We operate in highly competitive markets with a variety of participants, including insurance companies, financial institutions, asset managers, and reinsurance companies. These companies compete in various forms in the annuity market, for investment assets and for services. We seek to build strong relationships along with offering technology-enabled and services-oriented solutions for our partners. Our experience indicates that the market for annuities is dynamic. The combination of the treasury market experiencing the unprecedented rate increases and the volatility in the market resulting from the war in Ukraine and related economic uncertainties due to inflation has opened up investment opportunities that allow us, and our reinsurance partners, to support more competitive rates for annuities. Based on our experience with COVID, we expect this investment environment to be conducive to our business model. We have been reviewing policy pricing along with reinsurer appetite to ensure we continue to grow our business while managing risk. We have recently taken pricing action on both our FIA and MYGA products and continue to monitor our competitiveness in the market.

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We have also increased our focus on marketing, reestablishing, and expanding our relationships on the distribution side through various channels and are reallocating or adding resources relating to this initiative. As a result, we experienced encouraging sales as 2022 unfolded. However, we expect competition in our market to remain intense particularly from other well established entities providing annuity products.

Interest Rate Environment

The Federal Reserve has continued increasing short-term interest rates, compared to the historically low levels in 2021 and the expectation communicated from U.S. federal banking officials is for rate increases to continue. We seek to address our interest rate risk through managing the duration of the liabilities and purchasing and holding quality, long-term assets mirroring that duration.

If interest rates were to rise, we believe the yield on our floating rate investments and the yield on new investment purchases would rise. We also believe our products would therefore be more attractive to consumers and our annuities sales would increase.

Discontinuation of LIBOR

The Financial Conduct Authority (“FCA”), the United Kingdom regulator of the London Interbank Offered Rate ("LIBOR"), previously indicated that it intends to stop compelling panel banks to submit quotes used to determine LIBOR after 2021. On November 30, 2020, the Intercontinental Exchange (“ICE”) Benchmark Administration (“IBA”), the administrator of LIBOR, announced a consultation regarding its licensesintention to cease the publication of one week and two-month U.S. Dollar LIBOR settings at the end of December 2021, but to extend the publication of the remaining U.S. Dollar LIBOR settings (overnight and one, three, six, and 12-month U.S. Dollar LIBOR) until the end of June 2023. The IBA intends to share the results of the consultation with the FCA and publish a summary of the responses. U.S. bank regulators acknowledged the announcement and, subject to certain limited exceptions, advised banks to cease writing new U.S. Dollar LIBOR contracts by the end of 2021.

We are in additional statesthe process of analyzing and identifying our securities, financial instruments, and contracts that utilize LIBOR (collectively “LIBOR Instruments”) to determine if we have any material exposure to the transition from LIBOR. To the extent we hold LIBOR Instruments, the terms of these instruments may have fallback provisions that provide for an alternative reference rate when LIBOR ceases to exist. For securities without adequate fallback provisions already in 2020.place, federal legislation has been enacted to provide a safe harbor for transition to the recommended alternative reference rate.

Balance SheetNotwithstanding the availability of statutory guidance on fallback procedures, in preparation for the phase out of LIBOR, we may need to renegotiate our LIBOR Instruments that utilize LIBOR. However, these efforts may not be successful in mitigating the legal and financial risk from changing the reference rate in our LIBOR Instruments. Furthermore, the discontinuation of LIBOR may adversely impact our ability to manage and hedge exposures to fluctuations in interest rates using derivative instruments.

As a result, the transition of our LIBOR Instruments to alternative reference rates, including the Secured Overnight Financing Rate (“SOFR”), may result in adverse changes to the net investment income, fair market value and return on those investments. We in-tend to continue evaluating and monitoring the risks associated with Converted Preferred Stockthe LIBOR transition which include identifying and Notes

Below is a table showingmonitoring our exposure to LIBOR and ensuring operational processes are updated to accommodate alternative rates. Due to uncertainty surrounding the effect on stockholders’ equity if allof adopting or transitioning to alternative rates such as SOFR, we are unable to predict the preferred convertible shares and convertible notes were converted as of year ended December 31, 2018. Conversions of the preferred stock and notes occurred on June 18, 2019 and are therefore reflected in the balance sheet as of December 31, 2019 included in Item 8overall impact of this report.change at this time.