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: ~~September~~October 2226, 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)

(IRS 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 23.0401. ~~Triggering~~Notice ~~Events~~of ~~that~~Delisting ~~Accelerate~~ or ~~Increase~~Failure to Satisfy a ~~Direct~~Continued ~~Financial~~Listing ~~Obligation~~Rule or anStandard; ~~Obligation~~Transfer ~~under~~of ~~an Off-Balance Sheet Arrangement~~Listing.

d) On October 26, 2022, FedNat Holding Company (the “Company”) ~~has~~notified ~~been~~The ~~advised~~Nasdaq ~~that~~Stock ~~the~~Market ~~Florida~~LLC ~~Department~~(“Nasdaq”) of ~~Financial~~the ~~Services~~decision on October 25, ~~Division~~2022 ofby ~~Rehabilitation~~the ~~and~~Company’s ~~Liquidation,~~Board ~~has~~of ~~filed~~Directors ato ~~petition~~voluntarily indelist the ~~Leon~~Company’s ~~County,~~common ~~Florida~~stock ~~Circuit~~from ~~Court~~the ~~for~~Nasdaq ~~the~~Global ~~appointment~~Market ofand aits ~~receiver~~intent ~~for~~to ~~FedNat~~file ~~Insurance~~a ~~Company~~Form ~~(“FNIC”),~~25 with the ~~Company’s~~U.S. ~~wholly~~Securities ~~owned~~and ~~insurance~~Exchange ~~subsidiary~~Commission ~~that~~on isor ~~currently~~about inNovember ~~runoff. The~~7, ~~request~~2022 ~~for~~in ~~appointment~~connection ofwith asuch ~~receiver~~voluntary isdelisting. ~~being~~As ~~made~~a ~~because~~result, ofthe ~~FNIC’s~~Company ~~inability~~expects tothe ~~accomplish~~delisting aof ~~solvent~~its ~~runoff~~common asstock ~~had~~to ~~been~~become ~~previously~~effective ~~approved~~10 bydays ~~the~~following ~~Florida~~such ~~Office~~filing, ofor ~~Insurance~~November ~~Regulation~~17, 2022.

The Company’s ~~other~~may ~~operations,~~discuss ~~including~~with ~~FedNat~~market ~~Underwriters,~~makers ~~Inc.,~~for its ~~managing~~common ~~general~~stock ~~agent~~the possibility of having its common stock quoted on the over-the-counter market, ~~are~~but ~~not~~no ~~part~~arrangements have yet been made in that regard. There can be no assurances that any brokers will continue to make a market in the Company’s common stock or that trading of ~~this~~the ~~receivership~~common stock will continue on the over-the-counter market or otherwise.

~~The~~As ~~receivership~~previously ofreported, ~~FNIC~~the ~~will~~Company ~~become~~has anbeen ~~“Event~~out of ~~Default”~~compliance ~~under~~with certain of the ~~indentures~~Nasdaq ~~for~~listing ~~the~~rules, ~~Company’s~~including ~~Senior~~Nasdaq ~~Unsecured~~Listing ~~Notes~~Rule ~~due~~5450(a)(1), ~~2029~~which inrequires ~~the~~listed ~~aggregate~~securities ~~principal~~to ~~amount~~maintain a minimum bid price of $~~100~~1.00 per share (the “Minimum Bid Price Requirement”),~~000,000~~ and ~~Convertible~~Nasdaq ~~Senior~~Listing ~~Unsecured~~Rule ~~Notes~~5810(c)(3)(A), ~~due~~which ~~2026~~provides inthat a failure to meet the ~~aggregate~~Minimum ~~principal~~Bid ~~amount~~Price ofRequirement ~~$21,000,000~~exists ~~(collectively,~~if the ~~“Notes”)~~deficiency ifcontinues ~~not~~for ~~discharged~~a ~~within~~period 60of 30 consecutive business days. ~~The~~To ~~Company~~regain iscompliance ~~providing~~with ~~notice~~these tolisting ~~The~~rules, ~~Bank~~the ofclosing ~~New~~bid ~~York~~price ~~Mellon,~~of the ~~trustee~~Company’s common stock must be at least $1.00 per share for ~~the~~a ~~Notes~~minimum of 10 consecutive business days prior to November 27, 2022. ~~The~~ In addition, the Company is not in ~~the~~compliance ~~process~~with ofNasdaq ~~engaging~~Listing ~~with~~Rule ~~the~~5250(c)(1) ~~holders~~because of the ~~Notes~~ongoing ~~and~~delay ~~anticipates~~in ~~announcing~~the afiling ~~call~~of ~~with~~its ~~noteholders~~Quarterly toReport ~~occur~~on asForm ~~soon~~10-Q asfor ~~practicable~~the quarter ended June 30, 2022.

Because of uncertainties surrounding the Company’s ability to regain compliance with the foregoing Nasdaq listing rules, the Company’s Board of Directors has determined that the voluntary delisting of the Company’s common stock will be in the best interests of the Company and its shareholders. The Board’s decision was based on careful review of several factors, including the likely inability of the Company to regain compliance with the foregoing Nasdaq listing rules and the significant costs associated therewith (including costs associated with requesting a hearing to obtain an extension of time for compliance), the benefits to the Company of eliminating the expense of the Nasdaq listing fees, and eliminating the demands on management’s time of complying with the Nasdaq listing standards.


Item 7.01.			Regulation FD Disclosure

On October 26, 2022, the Company issued a press release as required by the Nasdaq listing rules regarding the decision by the Company’s Board of Directors to voluntarily delist the Company’s common stock from the Nasdaq Global Market. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.			Financial Statements and Exhibits.

(d)			Exhibits. The following exhibit index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K.
99.1			FedNat Holding Company Press Release dated October 26, 2022
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: September 22, 2022	By:	/s/ J. Gordon Jennings III
Date: October 26, 2022	By:	/s/ David K. Patterson

Name: JDavid K. ~~Gordon~~Patterson ~~Jennings III~~ Title: Interim Chief ~~Financial~~Executive Officer (Principal ~~Financial~~Executive Officer)

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