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: May 9, 2022
(Date of earliest event reported)
FEDNAT HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Florida | 000-25001 | 65-0248866 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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
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):
☐ | 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. ☐
Item 2.02. | Results of Operations and Financial Condition. |
On May 9, 2022, FedNat Holding Company (the "Company") issued a press release to report its fiscal quarter ended March 31, 2022. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and incorporate herein by reference.
The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is hereby intended to be furnished and, as provided in General Instruction B.2 of Form 8-K, such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
Item 7.01. | Regulation FD Disclosure. |
On May 2, 2022, the Company was notified that, due primarily to the delay in the filing of the Company’s Form 10-K for the year ended December 31, 2021, Egan Jones’ rating of the Company’s outstanding senior notes was withdrawn due to expiration of Egan Jones’ surveillance of the Company, with the result that the Company’s notes are not currently rated. The lack of a rating, if not remediated within 30 days of receipt of notice as provided in the note indentures, has the potential to result in an event of default under the note indentures. The Company intends to use its best efforts secure a rating of the notes as soon as reasonably practicable.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. | ||||
99.1 | |||||
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.
FEDNAT HOLDING COMPANY | |||||||||||
Date: May 9, 2022 | By: | /s/ Ronald A. Jordan |
Name: | Ronald A. Jordan | |||||||
Title: | Chief Financial Officer | |||||||
(Principal Financial Officer) | ||||||||