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): July 1, 2020

Atlas Financial Holdings, Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands	000-54627	27-5466079
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

953 American Lane, 3rd Floor Schaumburg, IL (Address of principal executive offices) 60173 (Zip Code)

Registrant's telephone number, including area code: (847) 472-6700

Not applicable

(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):

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

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

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

o            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(s)	Name of each exchange on which registered
Common Shares, $0.003 par value per share	AFH	Nasdaq Stock 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    o

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. o

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

Atlas Financial Holdings, Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on July 1, 2020 due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of the Company’s failure to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Form 10-Q”). As previously disclosed, the Company received notice from the Staff on June 9, 2020 regarding its non-compliance with the Rule following the Company’s delay in the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Form 10-K”). The Company will continue to work diligently to complete and file the Form 10-K and the Form 10-Q as soon as practicable. However, there can be no assurance that the Company will be able to file the Form 10-K by the July 15, 2020 extension previously granted by the Nasdaq Hearings Panel (the “Panel”) or that the Panel will grant any further extensions.

Also as previously disclosed, the Company is currently in violation of additional Nasdaq Listing Rules due to its failure to hold an annual general meeting of shareholders during 2019 and the failure to regain compliance with the minimum bid price requirement. The Company is updating the Panel with respect to its compliance plan as requested by the Staff. However, there can be no assurance that the Company will be able to regain compliance with the other Nasdaq listing requirements.

On July 8, 2020, the Company issued a press release announcing its receipt of the delinquency notification letter. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated July 8, 2020, issued by Atlas Financial Holdings, Inc.

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.

	ATLAS FINANCIAL HOLDINGS, INC. (Registrant)
By:	/s/ Paul A. Romano
Name:	Paul A. Romano
Title:	Vice President and Chief Financial Officer
	July 8, 2020

EX-99.1

Exhibit 99.1

Atlas Financial Holdings Receives Nasdaq Notice of Additional Delinquency

Chicago, Illinois (July 8, 2020) - Atlas Financial Holdings, Inc. (NASDAQ: AFH) (“Atlas” or the “Company”) today announced that itreceived a delinquency notification letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on July 1, 2020 due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of the Company’s failure to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Form 10-Q”).  As previously disclosed, the Company received notice from the Staff on June 9, 2020 regarding its non-compliance with the Rule following the Company’s delay in the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Form 10-K”).  The Company will continue to work diligently to complete and file the Form 10-K and the Form 10-Q as soon as practicable.  However, there can be no assurance that the Company will be able to file the Form 10-K by the July 15, 2020 extension previously granted by the Nasdaq Hearings Panel (the “Panel”) or that the Panel will grant any further extensions.

Also as previously disclosed, the Company is currently in violation of additional Nasdaq Listing Rules due to its failure to hold an annual general meeting of shareholders during 2019 and the failure to regain compliance with the minimum bid price requirement.  The Company is updating the Panel with respect to its compliance plan as requested by the Staff.  However, there can be no assurance that the Company will be able to regain compliance with the other Nasdaq listing requirements. 

About Atlas

The primary business of Atlas is commercial automobile insurance in the United States, with a niche market orientation and focus on insurance for the “light” commercial automobile sector including taxi cabs, non-emergency para-transit, limousine/livery (including full-time transportation network company drivers) and business auto. For more information about Atlas, please visit www.atlas-fin.com

Forward-Looking Statements

This release includes forward-looking statements regarding Atlas and its insurance subsidiaries and businesses. Such statements are based on the current expectations of the management of each entity. The words “anticipate,” “expect,” “believe,” “may,” “should,” “estimate,” “project,” “outlook,” “forecast” or similar words are used to identify such forward looking information. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Companies, including risks regarding the insurance industry, economic factors and the equity markets generally and the risk factors discussed in the “Risk Factors” section of the Company’s 2018 Annual Report on Form 10-K. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Atlas and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contact Information:

At the CompanyInvestor Relations

Atlas Financial Holdings, Inc.The Equity Group Inc.

Scott Wollney, CEOAdam Prior, Senior Vice President

847-700-8600212-836-9606

swollney@atlas-fin.comaprior@equityny.com

www.atlas-fin.comwww.theequitygroup.com