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
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Date of report (Date of earliest event reported)
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May 22, 2023 (
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(
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N/A
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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.
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On May 18, 2023, Atlantic American Corporation (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating
that because the Company had not yet filed its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (the “Form 10-Q”), and because the Company remains delinquent in filing its Annual Report on Form 10-K for the year ended
December 31, 2022 (the “Form 10-K”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and
Exchange Commission.
The Notice states that the Company has until June 20, 2023 to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. If Nasdaq
accepts the Company’s plan, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date for filing the Form 10-K (or October 16, 2023) to regain compliance. 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 has no immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market. The Company continues to work
diligently to file the Form 10-Q and the Form 10-K as promptly as practicable. If the Company is unable to file the Form 10-Q and the Form 10-K by June 20, 2023, the Company intends to submit to Nasdaq a plan to regain compliance with the Nasdaq
Listing Rules.
On May 22, 2023, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibits.
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Exhibit
Number
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Description of Exhibit
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Press release dated May 22, 2023.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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2
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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ATLANTIC AMERICAN CORPORATION
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By:
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/s/ J. Ross Franklin
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J. Ross Franklin
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Vice President, Chief Financial Officer and Secretary
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Date: May 22, 2023
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3
Exhibit 99.1
Atlantic American Corporation Receives Nasdaq Notice Regarding Delayed Form 10-Q Filing
ATLANTA, Georgia, May 22, 2023 – Atlantic American Corporation (Nasdaq: AAME) announced today that on May 18, 2023, the Company received a notice from The
Nasdaq Stock Market LLC stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (the “Form 10-Q”), and because the Company remains delinquent in filing its Annual Report on
Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the Securities and Exchange Commission. The
Nasdaq notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market. The Company has until June 20, 2023 to submit to Nasdaq a plan to regain compliance. If Nasdaq accepts the Company’s plan,
then Nasdaq may grant the Company up to 180 calendar days from the Form 10-K’s original due date, or October 16, 2023, to regain compliance. The Company continues to work diligently to file the Form 10-Q and the Form 10-K as promptly as
practicable. If the Company is unable to make such filings by June 20, 2023, the Company intends to submit to Nasdaq a plan to regain compliance.
Atlantic American Corporation is an insurance holding company involved through its subsidiary companies in specialty markets of the life,
health, and property and casualty insurance industries. Its principal insurance subsidiaries are American Southern Insurance Company, American Safety Insurance Company, Bankers Fidelity Life Insurance Company and Bankers Fidelity Assurance
Company.
Note regarding Private Securities Litigation Reform Act: Except for historical information contained herein, this press release contains
forward-looking statements, including statements regarding the Company’s expectations as to the timing of the filing of the Form 10-Q and the Form 10-K and the Company’s ability to submit a compliance plan to Nasdaq. These forward-looking
statements involve a number of risks and uncertainties and actual results could differ materially from those indicated by such forward-looking statements due to a number of factors, including the results of the Company’s financial reporting
procedures and those factors discussed in reports that Atlantic American Corporation files from time to time with the Securities and Exchange Commission. In addition, forward-looking statements reflect the
Company’s expectations as of the date hereof. The Company undertakes no obligation to update or revise any forward-looking statements contained herein, except as may be required by law. Accordingly, undue reliance should not be placed upon these
forward-looking statements.
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For further information contact:
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J. Ross Franklin
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Hilton H. Howell, Jr.
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Chief Financial Officer
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Chairman, President & CEO
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Atlantic American Corporation
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Atlantic American Corporation
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404-266-5580
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404-266-5505
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