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: ~~October~~November 262, 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 31.0102. ~~Notice~~Termination of ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing.~~Agreement

d) On ~~October~~November 262, 2022, FedNat Underwriters, Inc. (“FNU”), a wholly owned subsidiary of FedNat Holding Company (the “Company”), ~~notified~~received ~~The~~notice ~~Nasdaq~~of ~~Stock~~termination ~~Market~~from ~~LLC~~Monarch National Insurance Company (“~~Nasdaq~~Monarch”) of ~~the~~that ~~decision~~certain onAmended ~~October~~and 25Restated Managing General Agency and Claims Administration Agreement dated as of March 2, ~~2022~~2019, as amended by ~~the~~Addendum ~~Company’s~~Number ~~Board~~1 ofon ~~Directors~~August to21, ~~voluntarily~~2018, ~~delist~~Addendum ~~the~~Number ~~Company’s~~2 ~~common~~on ~~stock~~October ~~from~~9, ~~the~~2018, ~~Nasdaq~~Addendum ~~Global~~Number ~~Market~~3 dated December 7, 2020 and ~~its~~Addendum ~~intent~~Number to4 ~~file~~dated aJuly ~~Form~~1, 252022, ~~with~~between Monarch and FNU (the U“MGA Agreement”).S. ~~Securities~~The ~~and~~termination ~~Exchange~~of ~~Commission~~the onMGA orAgreement ~~about~~is ~~November~~to 7be effective January 1, ~~2022~~2023. The MGA Agreement was entered into in connection with ~~such~~the ~~voluntary~~organization ~~delisting.~~of AsMonarch aand ~~result,~~Addendum ~~the~~Number ~~Company~~4 ~~expects~~was entered into in connection with the ~~delisting~~previously reported transactions pursuant to which a group of ~~its~~investors managed by Hale Partnership Capital Management LLC acquired 70% of Monarch’s outstanding common stock to(please ~~become~~see ~~effective~~the 10Company’s ~~days~~Form ~~following~~8-Ks ~~such~~filed ~~filing~~on July 6, or2022 ~~November~~and 17September 12, 2022 for more information). The Company is currently exploring its options in connection with such termination.

~~The~~Item ~~Company may discuss with market makers for its common stock the possibility of having its common stock quoted on the over-the-counter market, but no arrangements have yet been made in that regard~~2.04. ~~There~~Triggering ~~can~~Events ~~be no assurances~~ that ~~any~~Accelerate ~~brokers~~or ~~will~~Increase ~~continue to make~~ a ~~market~~Direct inFinancial ~~the~~Obligation ~~Company’s common stock~~ or ~~that~~an ~~trading~~Obligation ofunder ~~the~~an ~~common stock will continue on the over~~Off-~~the-counter~~Balance ~~market~~Sheet ~~or otherwise.~~Arrangement

As previously reported, the ~~Company~~appointment ~~has~~of ~~been~~the ~~out~~Florida Department of ~~compliance~~Financial ~~with~~Services, ~~certain~~Division of ~~the~~Rehabilitation ~~Nasdaq~~and ~~listing rules~~Liquidation, ~~including~~as ~~Nasdaq~~receiver ~~Listing~~for ~~Rule~~FedNat ~~5450(a)(1)~~Insurance Company, ~~which~~the ~~requires~~Company’s ~~listed~~wholly ~~securities~~owned toinsurance ~~maintain~~subsidiary athat ~~minimum~~has ~~bid~~been ~~price~~in runoff, was an event of ~~$1.00~~default ~~per~~under ~~share~~the (indentures for the ~~“Minimum~~Company’s ~~Bid~~Senior ~~Price~~Unsecured ~~Requirement”),~~Notes ~~and~~due ~~Nasdaq~~2029 ~~Listing~~in ~~Rule~~the ~~5810(c)(3)(A)~~aggregate principal amount of $100,000,000 ~~which~~and ~~provides~~Convertible ~~that~~Senior aUnsecured ~~failure~~Notes todue ~~meet~~2026 in the ~~Minimum~~aggregate ~~Bid~~principal ~~Price~~amount ~~Requirement~~of ~~exists~~$21,000,000 if(collectively, the ~~deficiency~~“Notes”). ~~continues~~The ~~for~~Company ahas ~~period~~also offailed 30to ~~consecutive~~timely ~~business~~pay ~~days. To~~the ~~regain~~September ~~compliance~~15, ~~with~~2022 ~~these~~interest ~~listing~~payments ~~rules,~~due on the ~~closing~~Notes ~~bid~~(please ~~price~~see of the Company’s ~~common~~Form ~~stock~~8-Ks ~~must~~filed beon atSeptember ~~least~~21, ~~$1.00~~2022 ~~per~~and ~~share~~September 22, 2022 for amore ~~minimum~~information). The ofCompany 10has ~~consecutive~~been ~~business~~advised ~~days~~that ~~prior~~The toBank ~~November~~of 27New York Mellon, ~~2022.~~the Intrustee ~~addition,~~for the ~~Company~~Notes is(the ~~not~~“Trustee”), inhas ~~compliance~~provided ~~with~~notice ~~Nasdaq~~of ~~Listing~~such ~~Rule~~events ~~5250(c)(1)~~of ~~because~~default to the holders of the ~~ongoing~~Notes. The ~~delay~~Company is in the ~~filing~~process of ~~its~~engaging ~~Quarterly~~with ~~Report~~the onholders ~~Form~~of ~~10-Q for~~ the ~~quarter~~Notes ~~ended~~and ~~June~~with ~~30,~~the ~~2022~~Trustee.

~~Because~~Item of5.02. ~~uncertainties~~Departure ~~surrounding the Company’s ability to regain compliance with the foregoing Nasdaq listing rules, the Company’s Board~~ of Directors ~~has~~or ~~determined~~Certain ~~that~~Officers; ~~the~~Election ~~voluntary delisting~~ of ~~the~~Directors; ~~Company’s~~Appointment ~~common stock will be in the best interests~~ of ~~the~~Certain ~~Company~~Officers; ~~and~~Compensatory ~~its~~Arrangements ~~shareholders. The Board’s decision was based on careful review~~ of ~~several~~Certain 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.Officers

~~Item~~(a) On 7November 2, 2022, the Company received the resignation of J.01 Gordon Jennings III, the Company’s interim Chief Financial Officer. Mr. ~~Regulation~~Jennings’ FDlast ~~Disclosure~~day will be November 18, 2022.

(b) On ~~October~~November 263, 2022, the Company’s ~~issued~~Board aof ~~press~~Directors ~~release~~appointed Richard B. Gaudet to serve as ~~required~~interim byChief ~~the~~Financial ~~Nasdaq~~Officer ~~listing~~effective ~~rules~~November ~~regarding~~18, ~~the~~2022. Mr. ~~decision~~Gaudet, byage 62, currently serves as the Company’s ~~Board~~Head of ~~Directors~~Finance toand ~~voluntarily~~Accounting, ~~delist~~a role he undertook on September 30, 2022 in connection with the Company’s ~~common~~engagement ~~stock~~of ~~from~~GGG Partners, LLC (“GGG Partners”) to provide financial advisory and restructuring services to the ~~Nasdaq~~Company ~~Global~~(please ~~Market~~see Item 8.01 below for more information). ~~The~~Mr. ~~press~~Gaudet, ~~release~~a ispartner ~~attached~~of GGG Partners since 2020, has more than 18 years’ experience in corporate restructurings and financial advisory services. Prior to ~~this~~that, ~~Current~~Mr. ~~Report~~Gaudet onserved ~~Form~~in 8various roles with World Fiber Technologies, LLC, a private-Kequity-sponsored asgeneral ~~Exhibit~~utilities 99and electrical contractor, including Chief Restructuring Officer from November 2019 to April 2020, President from February 2019 to November 2019, and Chief Financial Officer from July 2018 to February 2019.1 From 2013 to 2020, Mr. Gaudet also served as Managing Director of HDH Advisors, LLC, a financial advisory practice focused on distressed asset resolution and iscorporate ~~incorporated~~turnaround ~~herein~~services, and from 2004 to 2013, Mr. Gaudet was a principal of GlassRatner Advisory & Capital Group, a broad-based financial advisory firm. From 1982 through 2004 Mr. Gaudet was employed by ~~reference~~various national banks specializing in commercial loan restructuring.


Item 8.01.			Other Events

As discussed in Item 5.02(b) above, on September 30, 2022, the Company engaged GGG Partners to provide financial advisory and restructuring services to the Company. Katie S. Goodman, Managing Partner of GGG Partners, has more than 20 years’ experience in turnarounds and restructurings and is serving as the Company’s Chief Restructuring Officer. Mr. Gaudet has been serving as Head of Finance and Accounting and will assume the role of Chief Financial Officer.


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: October 26, 2022	By:	/s/ David K. Patterson
Date: November 4, 2022	By:	/s/ David K. Patterson


			Name:			David K. Patterson
			Title:			Interim Chief Executive Officer
						(Principal Executive Officer)

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