Form 8-K UNICO AMERICAN CORP For: May 18

May 24, 2022 3:35 PM EDT

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unam_8k.htm

 

 

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): May 18, 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

 

 

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 May 18, 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 March 31, 2022 (the “Form 10-Q”) has not been filed with the Securities and Exchange Commission (the “SEC”) by the required due date of May 16, 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, the Company received a notice from Nasdaq on April 6, 2022 (the “Prior Notice”), 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 has not been filed to date.

 

Under the Nasdaq rules, the Company has 60 calendar days from receipt of the Prior Notice, or until June 6, 2022, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K to regain compliance. 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 any 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.

 

 
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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: May 24, 2022 By:/s/ Jennifer E. Ziegler

 

 

Name:  Jennifer E. Ziegler

 
  

Title:   Executive Vice President,

 
  

Chief Financial Officer and Treasurer

 

 

 
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