8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2022

Unico American Corporation

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-03978	95-2583928
(Commission File Number)	(IRS Employer Identification No.)
5230 Las Virgenes Road, #100
Calabasas, California	91302
(Address of Principal Executive Offices)	(Zip Code)

(818) 591-9800

(Registrant’s Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

☐	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	Name of each exchange on which registered
Common Stock, No Par Value	UNAM	Nasdaq Global Market

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 19, 2022, Unico American Corporation (the “Company”) received a notice from Nasdaq (the “Notice”) notifying the Company that, because its Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Q2 Form 10-Q”) has not been filed with the Securities and Exchange Commission (the “SEC”) by the required due date of August 15, 2022, the Company is not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) (the “Rule”).

As previously reported, on April 6, 2022, the Company received a notice from Nasdaq, notifying the Company that, because its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) had not been filed with the SEC by the required due date of March 31, 2022, the Company was not in compliance with the Rule. The Form 10-K was filed on July 11, 2022. On May 18, 2022, the Company received an additional notice from Nasdaq notifying the Company that, because its Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the “Q1 Form 10-Q”) has not been filed with the SEC by the required due date of May 16, 2022, the Company is not in compliance with the Rule. On August 8, 2022, Nasdaq notified the Company that it had been granted an exception until August 22, 2022 to file the Q1 Form 10-Q. Nasdaq also confirmed that the Nasdaq exception to allow the Company to regain compliance with all delinquent filings is limited to a maximum of 180 calendar days from the due date of the Form 10-K filing, or September 27, 2022. The Q1 Form 10-Q was filed on August 22, 2022.  

Due to the Company’s failure to file the Q2 Form 10-Q by the required due date, under the Nasdaq rules the Company has until September 9, 2022, to submit an updated plan to regain compliance with the Rule. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within the extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel. The notice received from Nasdaq has no immediate effect on the listing or trading of the Company’s shares. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq.

Item 7.01. Regulation FD Disclosure

On August 25, 2022 the Company issued a press release announcing its receipt of the notice from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.
99.1	Press Release dated August 25, 2022, issued by Unico American Corporation
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.

	UNICO AMERICAN CORPORATION
	(Registrant)
Date: August 25, 2022	By:	/s/ Jennifer E. Ziegler
	Name:	Jennifer E. Ziegler
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer

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EX-99.1

EXHIBIT 99.1

UNICO AMERICAN CORPORATION RECEIVES NOTIFICATION FROM NASDAQ RELATED TO DELAYED QUARTERLY REPORT ON FORM 10-Q

CONTACT: Steven L. Shea

Chief Executive Officer

818/591-9800

Calabasas, CA, August 25, 2022 – On August 25, 2022, Unico American Corporation (NASDAQ: UNAM) (“Unico” or the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) announcing the Company’s receipt of a notice from Nasdaq (the “Notice”) notifying the Company that, because its Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Q2 Form 10-Q”) had not been filed with the SEC by the required due date of August 15, 2022, the Company is not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) (the “Rule”). 

As previously reported, on April 6, 2022, the Company received a notice from Nasdaq, notifying the Company that, because its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) had not been filed with the SEC by the required due date of March 31, 2022, the Company was not in compliance with the Rule. The Form 10-K was filed on July 11, 2022.  On May 18, 2022, the Company received an additional notice from Nasdaq notifying the Company that, because its quarterly Report on Form 10-Q for the period ended March 31, 2022 (the “Q1 Form 10-Q”) had not been filed with the SEC by the required due date of May 16, 2022, the Company was not in compliance with the Rule.  On August 8, 2022, Nasdaq notified the Company that it had been granted an exception until August 22, 2022 to file the Q1 Form 10-Q.  Nasdaq also confirmed that the Nasdaq exception to allow the Company to regain compliance with all delinquent filings is limited to a maximum of 180 calendar days from the due date of the Form 10-K filing, or September 27, 2022.  The Q1 Form 10-Q was filed on August 22, 2022.

Due to the Company’s failure to file the Q2 Form 10-Q by the required due date, under the Nasdaq rules, the Company has until September 9, 2022, to submit an updated plan to regain compliance with the Rule.  However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within the extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel. The notice received from Nasdaq has no immediate effect on the listing or trading of the Company’s shares. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq.

Headquartered in Calabasas, California, Unico American Corporation is an insurance holding company that underwrote property and casualty insurance through its insurance company subsidiary, Crusader; provides property health insurance through its agency subsidiaries; and provided insurance premium financing and membership association services through its other subsidiaries, all of which are wholly owned. Unico was incorporated under the laws of Nevada in 1969.

During the quarter ended September 30, 2021, Unico took actions to cause its subsidiary, Crusader, to enter into runoff.  In connection with its runoff, Crusader began to cease writing new and renewal business and to wind down operations that support the writing of insurance policies. Crusader ceased writing any new insurance policies in September 2021 and discontinued renewing policies after December 8, 2021. Crusader issued notices of non-renewal in accordance with the California Department of Insurance rules and regulations for its existing in-force policies to terminate such policies at the expiration of the current policy periods. In August 2021, Unico also discontinued its premium financing operations formerly conducted through its subsidiary American Acceptance Corporation.

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Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (or “the Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (or “the Exchange Act”). In this context, forward-looking statements are not historical facts and include statements about the Company’s plans, objectives, beliefs, and expectations. Forward-looking statements include statements preceded by, followed by, or that include the words “believes,” “expects,” “anticipates,” “seeks,” “plans,” “estimates,” “intends,” “projects,” “targets,” “should,” “could,” “may,” “will,” “can,” “can have,” “likely,” the negatives thereof or similar words and expressions.

Forward-looking statements are only predictions and are not guarantees of future performance. These statements are based on current expectations and assumptions involving judgments about, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. These predictions are also affected by known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to be materially different from those expressed or implied by any forward-looking statement. Many of these factors are beyond the Company’s ability to control or predict. The Company’s actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors. Such factors include, but are not limited to, Unico’s ability to continue to operate as a “going concern;” Unico’s dependence on financial support from Crusader, the principal subsidiary of Unico; Crusader is subject to extensive supervision by the California Department of Insurance (“CA DOI”) and may be subject to further regulatory action; Crusader is subject to minimum capital and surplus requirements, and its failure to meet those requirements could subject Crusader to further regulatory action; the Company’s ability to retain personnel and to maintain appropriate staffing levels; failure to maintain an effective system of internal controls and disclosure controls and procedures; substantial historical net losses of the Company, which may continue in the future; ability to adjust claims accurately; insufficiency of loss and loss adjustment expense reserves to cover future losses; inability to realize deferred tax assets; the negative impact of emerging claim and coverage issues; ability to accurately underwrite risks and charge adequate premium; ability to obtain reinsurance or collect from reinsurers and or losses in excess of reinsurance limits; excess underwriting capacity and unfavorable premium rates; extensive regulation and legislative changes; risk management framework could prove inadequate;  changes in interest rates; investments subject to credit, prepayment and other risks; geographic concentration; single operating location; insufficient reserve for doubtful accounts; litigation; enforceability of exclusions and limitations in policies; difficulty in acquiring necessary data; reliance on information technology systems; systems damage, failures, interruptions, cyber-attacks and intrusions, or unauthorized data disclosures; changes in data privacy and security laws; the impact of uncertain economic conditions; vulnerability to climate change and significant catastrophic property loss; the impact of the recent coronavirus pandemic; insolvency, financial difficulties, or default in performance of obligations by parties with significant contracts or relationships; assessments levied by various underwriting pools and programs; maximization of long-term value which may sometimes conflict with short-term earnings expectations; control by a small number of shareholders; difficulty in effecting a change of control or sale of any subsidiaries; the Company's expectation that it will not declare or pay dividends in the future; limited trading of stock; changes in accounting standards; changes in federal or state tax laws; ability to prevent or detect acts of fraud with disclosure controls and procedures; changes in general economic conditions; no assurance of dividend declaration in the future so returns may be limited to stock value; and significant costs and substantial management time devoted to operating as a public company.

Please see Part I - Item 1A – “Risk Factors” in the Company’s 2021 Annual Report on Form 10-K and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the U.S. Securities and Exchange Commission (“SEC”), as well as other documents the Company files or furnishes with the SEC from time-to-time, for other important risks and uncertainties that could cause the Company’s actual results to differ materially from its current expectations and from the forward-looking statements discussed herein. Because of these and other risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. In addition, these statements speak only as of the date of this press release and, except as may be required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements, whether as a result of changed circumstances, new information, future events or otherwise, for any reason.

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XML

Cover	Aug. 19, 2022
Cover [Abstract]
Entity Registrant Name	Unico American Corporation
Entity Central Index Key	0000100716
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Aug. 19, 2022
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	95-2583928
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	000-03978
Entity Address Address Line 1	5230 Las Virgenes Road, #100
Entity Address City Or Town	Calabasas
Entity Address State Or Province	CA
Entity Address Postal Zip Code	91302
City Area Code	818
Local Phone Number	591-9800
Security 12b Title	Common Stock, No Par Value
Trading Symbol	UNAM
Security Exchange Name	NASDAQ