0001564590-20-033494.txt : 20200727 0001564590-20-033494.hdr.sgml : 20200727 20200727110016 ACCESSION NUMBER: 0001564590-20-033494 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200727 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200727 DATE AS OF CHANGE: 20200727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POSITIVE PHYSICIANS HOLDINGS, INC. CENTRAL INDEX KEY: 0001752039 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 830824448 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38814 FILM NUMBER: 201049326 BUSINESS ADDRESS: STREET 1: 100 BERWYN PARK STREET 2: 850 CASSATT ROAD, SUITE 220 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 8883355335 MAIL ADDRESS: STREET 1: 100 BERWYN PARK STREET 2: 850 CASSATT ROAD, SUITE 220 CITY: BERWYN STATE: PA ZIP: 19312 FORMER COMPANY: FORMER CONFORMED NAME: POSITIVE PHYSICIANS HOLDINGS,INC. DATE OF NAME CHANGE: 20180905 8-K 1 pphi-8k_20200727.htm 8-K pphi-8k_20200727.htm

 

 

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

July 27, 2020
Date of Report (Date of earliest event reported)

POSITIVE PHYSICIANS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania

 

001-38814

 

83-0824448

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Ident. No.)

 

100 Berwyn Park, Suite 220

850 Cassatt Road, Berwyn, PA

 

19312

(Address of principal executive offices)

 

(Zip Code)

(888) 335-5335
Registrant’s telephone number, including area code

N/A
(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(s)

 

Name of each exchange on which registered

Common Stock

 

PPHI

 

The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

On July 27, 2020, Positive Physicians Holdings, Inc. (the “Company”) announced that it had given formal notice to the Nasdaq Stock Market of its intention to voluntarily delist its common stock from the Nasdaq Capital Market.  The Company also announced its intention to deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”).  The Company currently anticipates that it will file with the Securities and Exchange Commission (the “SEC”) a Form 25, Notification of Removal of Listing and/or Registration Under Section 12(b) of the Exchange Act, relating to the delisting and deregistration on or about August 5, 2020, with the delisting of its common stock taking effect no earlier than ten days thereafter.  As a result, the Company expects that the last trading day of its common stock on the Nasdaq Capital Market will be on or about August 14, 2020, after which it will seek quotation of its shares on the OTCQX Best Market.  Further, on or about August 14, 2020, the Company intends to file a Form 15 with the SEC to suspend the Company’s reporting obligations under Section 15(d) of the Exchange Act.  These actions were authorized and approved by the Company’s Board of Directors on July 23, 2020.

A copy of the press release dated July 27, 2020, giving details associated with the voluntary delisting, is attached as Exhibit 99.1 to this report.

Item 9.01Financial Statements and Exhibits.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press Release issued by the Company on July 27, 2020


 

 

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.

 

 

 

 

POSITIVE PHYSICIANS HOLDINGS, INC.

 

 

 

Dated: July 27, 2020

 

 

 

 

 

 

By:

/s/ Donovan C. Augustin

 

Name:

Donovan C. Augustin

 

Title:

Chief Financial Officer

 

 

 EX-99.1 2 pphi-ex991_7.htm EX-99.1 pphi-ex991_7.htm

 

Exhibit 99.1

PRESS RELEASE

 

FOR IMMEDIATE RELEASE

 

Positive Physicians Holdings, Inc. Announces Voluntary Delisting from the Nasdaq Capital Market

 

Berwyn, Pennsylvania, July 27, 2020.  Positive Physicians Holdings, Inc. (the “Company”) (Nasdaq: PPHI), the holding company of Positive Physicians Insurance Company, today announced that it has given formal notice to the Nasdaq Stock Market of its intention to voluntarily delist its common stock from the Nasdaq Capital Market and to deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”).  The Company currently anticipates that it will file with the Securities and Exchange Commission (the “SEC”) a Form 25, Notification of Removal of Listing and/or Registration Under Section 12(b) of the Exchange Act, relating to the delisting and deregistration on or about August 5, 2020, with the delisting of its common stock taking effect no earlier than ten days thereafter.  As a result, the Company expects that the last trading day of its common stock on the Nasdaq Capital Market will be on or about August 14, 2020.

 

Following the delisting, the Company anticipates that its common stock will be quoted on the OTCQX Best Market (“OTCQX”), a centralized electronic quotation service for over-the-counter securities, so long as market makers demonstrate an interest in trading in the Company’s common stock.  The Company expects to retain the trading symbol “PPHI.”  However, the Company can give no assurance that trading in its common stock will continue on OTCQX or any other securities exchange or quotation medium.

 

Further, on or about August 14, 2020, the Company intends to file a Form 15 with the SEC to suspend the Company’s reporting obligations under Section 15(d) of the Exchange Act.

 

The Company’s Form S-1, effective March 27, 2019, relating to the Company’s initial public offering discussed the additional financial, reporting and corporate governance requirements associated with being a listed, reporting company, and the significant commitment of additional expense and other resources that would be required. The disclosure went on to state that, as a result, the Company and the standby purchaser of shares would likely seek to delist the Company’s shares from Nasdaq and end the Company’s reporting obligations under the Exchange Act. In line with this disclosure, and after review and careful consideration of the administrative burden and costs and benefits of being a listed, reporting company, the Company has made the decision to delist its common stock and suspend its reporting obligations under the Exchange Act. The savings derived from this change are expected to be financially meaningful.

 

Forward-Looking Statements

 

When used in this Press Release, the words or phrases “intends,” “anticipates,” “expected to be” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including, but not limited to, changes in economic conditions in the Company’s market area, changes in policies by regulatory agencies, fluctuations in interest rates, competition that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, and other risks described in the Company’s filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company advises readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revision which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

Contact: Lewis S. Sharps, M.D.

President and Chief Executive Officer

(610) 952-3000