0001069996false14050 N.W. 14th StreetSuite 180SunriseFL00010699962022-03-312022-03-31
UNITED STATES
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 Report: March 31, 2022
(Date of earliest event reported)
FEDNAT HOLDING COMPANY
(Exact name of registrant as specified in its charter)
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| Florida | | 000-25001 | | 65-0248866 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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14050 N.W. 14th Street, Suite 180 Sunrise, FL | | |
| | 33323 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (800) 293-2532
(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):
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| ☐ | 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 | FNHC | 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. ☐
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Item 7.01 of this Current Report on Form 8-K is incorporated herein by this reference. Because FedNat Holding Company (the “Company”) has failed to file its Form 10-K within the 15-day extension period provided for in SEC Rule 12b-25, it has notified Nasdaq that the Company is no longer in compliance with Nasdaq Marketplace Rule 5250(c)(1), which requires timely filing of periodic reports with the SEC. The Company anticipates that it will also receive a corresponding notice of non-compliance from Nasdaq. The Company anticipates that it will have a grace period within which to file the Form 10-K and regain compliance with the Nasdaq Listing Rules.
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| Item 7.01. | Regulation FD Disclosure. |
On March 16, 2022, the Company filed a Notification of Late Filing on Form 12b-25 (the “Original Form 12b-25”) reporting that it required additional time to complete its Annual Report on Form 10-K for the period ended December 31, 2021 (the “Form 10-K”) principally because the Company required additional time to complete its control procedures, and its independent auditors required additional time to complete the audit thereof and of the Registrant’s financial statements, in order to finalize the Form 10-K. On March 31, 2022, the Company filed an amendment to the Original Form 12b-25 to report that it will not be filing such Form 10-K within the 15-day extension period provided by the Original Form 12b-25. To date, the Registrant has been unable, without unreasonable effort or expense, to complete its control procedures, and its independent auditors have been unable to complete the audit thereof. The Company is continuing in its efforts to file the Form 10-K as soon as reasonably practicable.
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| Item 9.01. | Financial Statements and Exhibits. |
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| (d) | Exhibits. |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
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.
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| FEDNAT HOLDING COMPANY | |
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| Date: March 31, 2022 | By: | /s/ Ronald A. Jordan | |
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| Name: | Ronald A. Jordan |
| | Title: | Chief Financial Officer |
| | | (Principal Financial Officer) |
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