UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): June 28, 2024

Date of Report (Date of earliest event reported): October 3, 2023

VERICITY, INC.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter)~~Its Charter)

Delaware	~~001-38945~~	~~46-2348863~~	001-38945	46-2348863
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation)			(Commission File Number)	(IRS EmployerIdentification No.)
1350 E Touhy Suite 205W
Des Plaines, Illinois				60018
(Address of Principal Executive Offices)				(Zip Code)

1350 E Touhy Suite 205W Des Plaines, Illinois	60018
(Address of principal executive offices)	(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 312 288-0073

   

~~Registrant’s~~(Former ~~telephone~~Name ~~number~~or Former Address, ~~including~~if ~~area~~Changed ~~code:~~Since ~~312-288-0073~~Last Report)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~Trading Symbol~~TradingSymbol(s) Name of each exchange on which registered Common Stock VERY The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM 1~~Item 2.01 ~~Entry~~ ~~into~~Completion aof ~~Material Definitive~~Acquisition ~~Agreement~~or Disposition of Assets.

Agreement and Plan of Merger

On ~~October~~June 328, ~~2023~~2024, Vericity, Inc. (~~“Vericity” or~~ the “Company”), ~~entered~~completed ~~into~~its anpreviously ~~Agreement~~announced ~~and~~merger ~~Plan~~with ofLong ~~Merger~~Grove ~~(the~~Acquisition Corp. (“Merger ~~Agreement~~Sub”), bya ~~and~~subsidiary ~~among~~of ~~the~~IA ~~Company, iA~~ American Holdings Inc. (“iAParent”). orPursuant to the Agreement and Plan of Merger (the “~~Parent~~Merger Agreement”), ~~Long~~dated ~~Grove~~as ~~Acquisition~~of ~~Corp.~~October 3, a2023, ~~wholly~~by ~~owned~~and ~~subsidiary~~among ~~of Parent~~the (“Company, Merger Sub”), Parent, and, solely for purposes of Section 6.03 and Article IX thereof, iA Financial Corporation, Inc. ~~(“Guarantor”). On the terms and subject to the conditions of the Merger Agreement~~, ~~at the closing,~~ Merger Sub ~~will merge~~merged with and into the Company (the “Merger”), with the Company ~~continuing~~surviving as ~~the surviving entity, which will become~~ a wholly-owned subsidiary of Parent. The time that the Merger becomes effective is referred to as the “Effective Time.” The Merger was unanimously approved by the Company’s board of directors. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement.

~~Following~~Pursuant ~~execution~~to of the Merger Agreement, ~~Apex Holdco~~each ~~L.P.~~share (of the ~~“Consenting~~Company’s ~~Stockholder”~~common orstock, ~~“Apex”)~~par ~~executed~~value ~~and~~$0.001 ~~delivered~~per toshare, ~~the Company a written consent~~ (the “~~Stockholder~~Company ~~Written~~Common ~~Consent~~Stock”), ~~adopting~~outstanding ~~the~~immediately ~~Merger~~prior ~~Agreement~~to ~~and~~ the ~~transactions~~effective ~~contemplated~~time ~~thereby,~~of ~~including~~ the Merger. ~~Apex~~(the ,“Effective anTime”) ~~affiliate~~(subject ofto ~~J.C.~~certain ~~Flowers & Co.~~exceptions, ~~owns~~including ~~approximately~~any ~~76.5%~~shares of ~~the~~Company ~~issued~~Common ~~and~~Stock ~~outstanding~~owned ~~shares~~by stockholders of ~~common~~the ~~stock,~~Company ~~par~~who ~~value~~have ~~$0.001~~not ~~per~~voted ~~share,~~in favor of the ~~Company~~adoption ~~(“Common~~of ~~Stock”),~~the ~~thereby~~Merger ~~constituting~~Agreement aand ~~majority~~have ofproperly ~~those shares.~~exercised Asappraisal arights ~~result~~in ofaccordance ~~the~~with ~~execution~~Section ~~and~~262 ~~delivery~~ of the ~~Stockholder~~General ~~Written~~Corporation ~~Consent,~~Law of the ~~holders~~State of atDelaware) ~~least~~was, aat ~~majority of~~ the ~~outstanding~~Effective ~~shares~~Time, ofautomatically ~~Common~~converted ~~Stock~~into ~~have~~the ~~adopted~~right ~~the~~to ~~Merger~~receive ~~Agreement~~$11.43 Noin ~~further~~cash, ~~approval~~without ofinterest ~~the~~and ~~stockholders~~subject ofto ~~the Company~~applicable iswithholding ~~required~~taxes ~~to adopt~~ (the “Merger ~~Agreement~~Consideration”).

AsThe aforegoing ~~result~~description of the Merger, ~~each~~Agreement ~~share~~and ofthe ~~Common~~Merger ~~Stock outstanding~~does ~~immediately~~not ~~prior~~purport to ~~the~~be ~~Effective~~complete ~~Time~~and (is subject to ~~certain~~and ~~exceptions,~~qualified ~~including~~in ~~shares~~its ofentirety ~~Common Stock owned~~ by ~~stockholders~~reference ofto the ~~Company who have not voted in favor of the adoption of the~~ Merger Agreement, ~~and~~a ~~have~~copy ~~properly~~of ~~exercised appraisal~~which ~~rights~~was infiled ~~accordance~~as ~~with~~Exhibit ~~Section~~2.1 ~~262~~to of the ~~General~~Current ~~Corporation~~Report ~~Law~~on ofForm ~~the~~8-K ~~State~~filed ofby ~~Delaware)~~the ~~will,~~Company aton ~~the~~October ~~Effective Time~~3, ~~automatically be converted into the right to receive $11.43 in cash~~2023, ~~without interest~~ and ~~subject~~is toincorporated ~~applicable withholding~~herein ~~taxes (the “Merger Consideration”). The aggregate equity value of the Common Stock acquired~~ by ~~Parent will be approximately $170 million~~reference.

IfItem ~~the~~3.01 ~~Merger~~Notice isof ~~consummated,~~Delisting ~~the~~or ~~Company’s~~Failure ~~Common Stock~~to ~~will~~Satisfy bea ~~delisted~~Continued ~~from~~Listing ~~The~~Rule ~~Nasdaq~~or ~~Capital~~Standard; ~~Market~~Transfer ~~and deregistered under the Securities Exchange Act~~ of ~~1934, as amended~~Listing.

~~Closing~~The ~~Conditions~~information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 3.01 by reference.

~~The~~In ~~completion~~connection ofwith the ~~Merger~~consummation isof ~~subject~~the ~~to satisfaction~~Merger, ortrading ~~waiver~~ of ~~certain~~the ~~closing~~Company ~~conditions,~~Common ~~including:~~Stock ~~(i)~~on the ~~expiration~~Nasdaq orCapital ~~termination~~Market of (the ~~applicable~~“Nasdaq”) ~~waiting~~was ~~period~~suspended ~~under~~following the ~~Hart-Scott-Rodino~~close ~~Antitrust~~of ~~Improvements~~trading ~~Act~~on ofJune ~~1976~~27, ~~as amended (“HSR”)~~2024, and ~~receipt~~the ofCompany ~~certain regulatory~~Shares ~~approvals;~~became ~~(ii)~~eligible ~~there~~for ~~being~~delisting nofrom ~~law~~the orNasdaq ~~injunction~~and ~~prohibiting~~termination ~~consummation~~ of ~~the~~registration ~~Merger;~~under ~~(iii)~~the ~~subject~~Securities toExchange ~~specified~~Act ~~materiality~~of ~~standards~~1934, ~~the~~as ~~accuracy~~amended of (the ~~representations~~“Exchange ~~and~~Act”). The ~~warranties~~Company ofhas ~~the~~requested ~~other~~that ~~party;~~Nasdaq ~~and~~file ~~(iv)~~with ~~compliance by~~ the ~~other~~ ~~party~~Securities inand ~~all~~Exchange ~~material~~Commission ~~respects~~(the ~~with~~“SEC”) ~~its~~a ~~covenants.~~notification ~~Parent’s~~of ~~and~~removal ~~Merger~~from ~~Sub’s~~listing ~~obligations~~on ~~are~~Form ~~also~~25 ~~conditioned~~with ~~upon~~respect to the ~~absence~~Company ofCommon aStock ~~material~~to ~~adverse~~report ~~effect on~~ the ~~Company~~delisting ~~and~~of the ~~absence~~Company ofCommon ~~any~~Stock ~~burdensome~~from ~~condition~~Nasdaq ~~(as~~and ~~defined~~to inderegister the ~~Merger Agreement)~~Company ~~imposed~~Common byStock ~~any~~under ~~regulators~~Section as12(b) ~~part~~ of the ~~regulatory~~Exchange ~~approval process~~Act.

-After 2the -Form 25 becomes effective, the Company intends to file with the SEC a certificate of notice of termination on Form 15 with respect to the Company Common Stock, requesting that the Company Common Stock be deregistered under Section 12(g) of the Exchange Act, and that the reporting obligations of the Company with respect to the Company Common Stock under Sections 13 and 15(d) of the Exchange Act be suspended.

~~Termination~~Item ~~and~~3.03 ~~Fees~~Material Modification to Rights of Security Holders.

The ~~Merger~~information ~~Agreement~~set ~~contains~~forth ~~certain~~under ~~termination rights~~Item ~~for~~2.01 ~~both the Company~~ and ~~Parent~~3.01 ~~and further provides that, upon termination~~ of ~~the~~this ~~Merger~~Current ~~Agreement,~~Report ~~under~~on ~~certain~~Form ~~circumstances,~~8-K ~~the~~is ~~Company~~incorporated ~~may~~in bethis ~~required~~Item ~~to pay Parent a termination fee equal to $5~~3.103 ~~million.~~by The termination rights of the Company and the circumstances under which the Company would be required to pay a termination fee cannot be exercised following the execution and delivery of the Stockholder Written Consentreference.

IfIn ~~the~~connection ~~Merger~~with ~~has not closed by July 3, 2024 (“Outside Date”), either~~ the ~~Company~~completion orof ~~Parent may terminate~~ the Merger ~~Agreement.~~and ~~However,~~at if the ~~closing~~Effective ~~has~~Time, ~~not~~holders ~~occurred~~of ~~because (i)~~ the ~~applicable~~Company ~~waiting~~Common ~~period~~Stock ~~under~~immediately ~~HSR~~prior ~~relating~~ to ~~the~~such ~~Merger~~time ~~has~~ceased ~~not~~to ~~expired or been terminated or (ii) certain regulatory approvals or prior written non-disapprovals~~ have ~~not~~any ~~been~~rights ~~obtained,~~as ~~and~~stockholders ~~all~~in ~~other~~the ~~conditions~~Company ~~to closing have been satisfied~~ (other than ~~those conditions that by~~ their ~~terms~~right ~~are~~ to bereceive ~~satisfied at~~ the ~~closing,~~Merger ~~each~~Consideration) ofand ~~which~~accordingly, isno ~~capable~~longer ~~of being~~have ~~satisfied~~any atinterest ~~the~~in ~~closing) or waived,~~ the ~~Outside~~Company’s ~~Date~~future ~~will~~earnings beor ~~October 3, 2024~~growth.

~~Other~~Item ~~Terms~~5.01 ofMaterial ~~the~~Modification ~~Merger~~to ~~Agreement~~Rights of Security Holders.

The ~~Company~~information ~~has~~set ~~made~~forth ~~customary~~under ~~representations,~~Item ~~warranties~~2.01 ~~and~~of ~~covenants~~this ~~in the~~Current ~~Merger~~Report ~~Agreement,~~on ~~including,~~Form ~~among~~8-K ~~others,~~is ~~covenants~~incorporated ~~to conduct its business~~ in ~~the~~this ~~ordinary~~Item ~~course~~5.01 ~~consistent~~by ~~with past practice in all material respects during the period between the date of the Merger Agreement and the completion of the Merger~~reference.

~~Guarantor~~As ~~has~~a ~~also~~result ~~agreed~~of tothe ~~provide~~Merger, a ~~guarantee~~change in control of the ~~payment~~Company ~~obligations~~ occurred, and the Company is now a wholly owned subsidiary of Parent. The ~~and~~aggregate Merger ~~Sub~~Consideration ~~pursuant~~payable toby Parent in connection with the Merger ~~Agreement.~~is ~~The~~approximately ~~transaction~~$170 ismillion, ~~not~~funded ~~subject~~by toexisting ~~any~~cash ~~financing~~on ~~condition~~hand orand ~~contingency~~available liquidity.

~~The~~Item foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 25.102 ~~and~~Departure ~~incorporated herein by reference. A copy~~ of ~~the~~Directors ~~Merger Agreement has been included to provide Company stockholders~~ or ~~others~~Certain with information regarding its terms and is not intended to provide any factual information about the Company, Parent, Merger Sub or their respective affiliates. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific datesOfficers; ~~were~~Election ~~made solely for the benefit~~ of ~~the parties to the Merger Agreement~~Directors; ~~are~~Appointment ~~not intended as statements~~ of ~~fact~~Certain ~~to be relied upon by Company stockholders or others, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate~~Officers; ~~have~~Compensatory ~~been~~Arrangements ~~modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation~~ of ~~the~~Certain Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by Company stockholders or othersOfficers. Company stockholders and others are not third-party beneficiaries under the Merger Agreement (except, following the Effective Time, with respect to Company stockholders’ rights to receive the Merger Consideration) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub or their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. The Merger Agreement should not be read alone but should instead be read in conjunction with the other information regarding the Merger Agreement, the Merger, the Company, Parent, Merger Sub, Guarantor, their respective affiliates and their respective businesses, that will be contained in, or incorporated by reference into, the information statement that the Company will file, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K, Form S-1 and other filings that the Company has made and will make with the U.S. Securities and Exchange Commission (the “SEC”).

-The 3information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 5.02 by reference.

~~ITEM 5.07 Submission~~Director ofChanges ~~Matters~~and ~~to a Vote of Security Holders.~~Arrangements

OnIn ~~October~~accordance 3,with ~~2023,~~ the ~~Consenting~~terms ~~Stockholder,~~of the ~~holder~~ ofMerger ~~a total of 11~~Agreement,~~373,352~~ ~~shares~~at ofthe ~~Common~~Effective ~~Stock~~Time, ~~constituting~~each ~~approximately 76.5%~~ of the ~~voting~~seven ~~power~~directors of the ~~outstanding~~Company ~~shares~~prior ofto ~~Common~~consummation ~~Stock~~of atthe ~~that~~Merger ~~time~~(Eric Rahe, ~~executed~~Richard ~~the~~A. ~~Stockholder~~Hemmings, ~~Written~~James ~~Consent~~E. ~~adopting~~Hohmann, ~~the~~Neil ~~Merger~~Ashe, ~~Agreement~~Calvin ~~and~~Dong, ~~the transactions~~Scott ~~contemplated~~Perry ~~thereby,~~and ~~including~~Laura ~~the Merger~~R. ~~The~~Zimmerman) ~~Stockholder~~ceased ~~Written~~to ~~Consent~~be ~~terminates~~directors ifof the ~~Merger~~Company. In ~~Agreement is terminated in~~ accordance with ~~its~~the terms. Noof ~~further~~the ~~approval~~Merger ofAgreement, the ~~stockholders~~directors of ~~the~~Merger ~~Company~~Sub isin ~~required~~office immediately prior to ~~adopt~~consummation of the Merger ~~Agreement.~~(Denis NoRicard, ~~later~~Michael ~~than~~L. ~~November 1~~Stickney, ~~2023,~~Joe ~~the~~W. ~~Company~~Dunlap, ~~will~~Sean ~~file~~O'Brien ~~with~~and ~~the~~James ~~SEC~~E. anHohmann) ~~information~~became ~~statement (~~the ~~“Information~~directors ~~Statement”)~~of inthe ~~preliminary~~Company ~~form~~at ~~describing~~ the ~~Merger~~Effective ~~Agreement~~Time and will be the ~~transactions~~directors ~~contemplated~~of ~~thereby, including~~the Company until the ~~Merger.~~earlier ~~Following~~of ~~SEC~~their ~~review~~death, aresignation ~~definitive~~or ~~version~~removal ofor ~~the~~until ~~Information~~their ~~Statement~~respective ~~will~~successors beare ~~mailed~~duly toelected ~~stockholders~~and ofqualified, as the ~~Company~~case may be.

~~ITEM 8~~There are no arrangements or understandings between any of Denis Ricard, Michael L.01 ~~Other~~Stickney, ~~Events~~Joe W. Dunlap, Sean O'Brien and James E. Hohmann and any other persons pursuant to which any of Denis Ricard, Michael L. Stickney, Joe W. Dunlap, Sean O'Brien, and James E. Hohmann, as applicable, was selected as a director of the Company. None of Denis Ricard, Michael L. Stickney, Joe W. Dunlap, Sean O'Brien and James E. Hohmann has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

OnItem ~~October 3, 2023, the Company issued a press release announcing the execution of the Merger Agreement~~5.03 ~~The~~Amendments ~~full~~to ~~text~~Articles of ~~the~~Incorporation ~~press~~or ~~release~~Bylaws; isChange ~~furnished~~in asFiscal ~~Exhibit 99~~Year.~~1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.~~

~~Cautionary~~The ~~Notice~~information ~~Regarding~~set ~~Forward~~forth under Item 2.01 of this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated in this Item 5.03 by reference.

ToPursuant to the ~~extent~~terms ~~that~~of ~~statements~~the ~~contained~~Certificate inof ~~this Current~~Merger, ~~Report~~at onthe ~~Form~~Effective ~~8-K~~Time, ~~are~~the ~~not~~Certificate ~~descriptions~~of Incorporation of ~~historical~~the ~~facts,~~Surviving ~~they~~Corporation ~~are~~was ~~forward-looking~~amended ~~statements~~and ~~reflecting~~restated to be the ~~current~~Third ~~beliefs~~Amended and ~~expectations~~Restated Certificate of Incorporation of Vericity, ~~made~~Inc., and pursuant to the ~~safe~~terms ~~harbor provisions~~ of the ~~Private~~Merger ~~Securities~~Agreement, ~~Litigation Reform~~the ~~Act~~Bylaws of ~~1995,~~Merger asSub ~~amended.~~in ~~Forward-looking~~effect ~~statements~~immediately ~~include,~~prior ~~but~~to ~~are~~the ~~not~~Effective ~~limited~~Time ~~to,~~became ~~statements~~the ~~that~~Amended ~~represent~~and ~~our~~Restated ~~beliefs~~Bylaws ~~concerning~~of ~~future~~the ~~operations,~~Surviving ~~strategies~~Corporation, ~~financial~~which ~~results~~will orremain ~~other~~the ~~developments,~~Third Amended and ~~contain~~Restated ~~words~~Certificate ~~and~~of ~~phrases~~Incorporation ~~such~~and ~~as “may,”~~the ~~“expects,”~~Amended ~~“should,”~~and ~~“believes,”~~Restated ~~“anticipates~~Bylaws,” ~~“estimates~~respectively,” ~~“intends”~~of orthe ~~similar~~Surviving ~~expressions.~~Corporation, ~~Such~~except ~~forward-looking~~that ~~statements~~the ~~involve~~name ~~substantial~~of ~~risks~~the ~~and~~Surviving ~~uncertainties~~Corporation ~~that~~shall ~~could~~remain ~~cause~~as Vericity’s, ~~future results~~Inc., ~~performance~~until changed or ~~achievements to~~amended ~~differ~~as ~~significantly~~provided ~~from~~therein ~~those expressed~~ or ~~implied~~pursuant byto ~~the~~applicable ~~forward-looking statements~~law.

~~The~~Copies ~~proposed~~of ~~transaction~~the isThird ~~subject~~Amended toCertificate ~~risks~~of ~~and uncertainties~~Incorporation and ~~factors~~Amended ~~that could cause Vericity’s actual results to differ, possibly materially, from those in the specific projections, goals, assumptions~~ and ~~statements~~Restated ~~herein~~Bylaws ~~which include, but are not limited to: (i) that Vericity and iA may be unable to complete the proposed transaction because, among other reasons, conditions to the closing~~ of the ~~proposed~~Surviving ~~transaction~~Corporation ~~may~~are ~~not~~attached ~~be satisfied or waived, including that a governmental authority may prohibit, delay or refuse to grant approval for the consummation of the transaction; (ii) uncertainty~~ as toExhibits ~~the~~3.1 ~~timing~~and of3.2 ~~completion of the proposed transaction; (iii) the occurrence of any event, change or other circumstance that could give rise~~ to ~~the~~this ~~termination~~Current ofReport the Merger Agreement; (iv) risks related to disruption of management’s attention from Vericity’s ongoing business operations due to the proposed transaction; (v) the effect of the announcement of the proposed transaction on ~~Vericity’s~~Form ~~relationships~~8-K, ~~with its clients~~respectively, ~~employees,~~ ~~operating results~~ and ~~business~~are ~~generally;~~incorporated ~~and~~herein ~~(vi)~~by the outcome of any legal proceedings to the extent initiated against Vericity or others following the announcement of the proposed transaction, as well as Vericity management’s response to any of the aforementioned factorsreference.

~~Vericity~~Item ~~undertakes no obligation to update or revise any forward-looking statements~~8.01 ~~Forward-looking~~Other ~~statements should not be relied upon as representing Vericity’s views as of any date subsequent to the date hereof~~Events. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Vericity’s business in general and ownership of shares of Vericity’s common stock, see the “Risk Factors” section of Vericity’s Registration Statement on Form S-1 filed with the SEC on June 4, 2019, and the other reports Vericity files with the SEC.

~~Additional~~On ~~Information~~June ~~and~~28, ~~Where~~2024, the Company issued a press release announcing the completion of the Merger. The full text of the press release is furnished as Exhibit 99.1 to ~~Find~~this ItCurrent Report on Form 8-K and is incorporated into this Item 8.01 by reference.

InItem ~~connection~~9.01 ~~with~~Financial ~~the~~Statements ~~proposed transaction, Vericity intends to file relevant materials with the SEC, including Vericity’s information statement in preliminary~~ and ~~definitive form~~Exhibits. Vericity stockholders are strongly advised to read all relevant documents filed by Vericity with the SEC, including Vericity’s information statement, because they will contain important information about the proposed transaction. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, documents will also be available without charge by visiting the Vericity website at www.vericity.com.

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Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of October 3, 2023, by and among Vericity, Inc., IA American Holdings Inc., Long Grove Acquisition Corp. and, solely for purposes of Section 6.03 and Article IX thereof, iA Financial Corporation, Inc.
3.1		Third Amended Certificate of Incorporation.
3.2		Amended and Restated Bylaws.
99.1		Press Release issued Vericity, Inc., dated as of June 28, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of October 3, 2023, by and among Vericity, Inc., iA American Holdings Inc., Long Grove Acquisition Corp. and, solely for purposes of Section 6.03 and Article IX thereof, iA Financial Corporation, Inc.
99.1		Press Release issued by Vericity, Inc., dated as of October 3, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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

	Vericity, Inc.
			Vercity, Inc.
Date: October 3, 2023	By:	/s/ John Buchanan
Date:	June 28, 2024	By:	/s/ John Buchanan
		John Buchanan
			John Buchanan General Counsel and Secretary
		General Counsel and Secretary

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Filing Compare · Vericity, Inc.