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): ~~January~~February 98, 2023

Atlas Financial Holdings, Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands

000-54627

27-5466079

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)


953 American Lane, 3rd Floor Schaumburg, IL (Address of principal executive offices)			60173 (Zip Code)

Registrant's telephone number, including area code: (847) 472-6700

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: None

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. o

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Offices; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnThe ~~January~~Amendment 9,is ~~2023,~~filed ~~Atlas~~as ~~Financial~~Exhibit ~~Holdings, Inc~~10.1 ~~(the~~to ~~“Company”)~~this ~~granted~~Current ~~an aggregate of 2,000,000 options (“Options”) with an exercise price of $0~~Report.05 ~~per~~The ~~common~~description ~~share~~ of the ~~Company~~Amendment todoes ~~directors~~not ~~and~~purport ~~managers,~~to ~~including~~be ~~each~~complete ~~of Scott Wollney, Paul Romano~~ and ~~Joseph Shugrue, the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, respectively (each such individual, a “Named Executive”). This exercise price~~ is ~~greater~~qualified ~~than~~in ~~the~~its ~~ten-day~~entirety ~~value~~by ~~weighted~~reference ~~average~~to ~~price of~~ the ~~Company’s~~Amendment ~~common~~filed ~~shares~~herewith ~~on the date of the grant~~ as ~~quoted~~Exhibit ~~on the OTC Bulletin Board Service~~10. ~~The~~1 ~~Options were granted pursuant~~ to ~~the~~this ~~Company’s~~Current ~~2022 Equity Incentive Plan (the “Plan”) as previously approved by shareholders, and the description set forth herein is qualified in its entirety by the terms of such Plan~~Report.

~~The~~On ~~individual~~February ~~Option~~8, ~~grant~~2023, ~~for~~as ~~each~~contemplated ~~Named~~by ~~Executive~~the ispreviously disclosed Term Loan Commitment, among Atlas Financial Holdings, Inc. (the “Company”), certain of its subsidiaries, as ~~follows:~~borrowers (collectively, the “Borrowers”), and the lenders party thereto, the Company and the Borrowers entered into Amendment No. 7, dated as of February 8, 2023 (the “Amendment”), to Convertible Senior Secured Delayed-Draw Credit Agreement (as amended by Amendment No. 1, dated February 2, 2022, Amendment No. 2, dated March 25, 2022, Amendment No. 3, dated June 9, 2022, Amendment No. 4, dated September 6, 2022, and Amendment No. 5, dated October 31, 2022, and Amendment No. 6 dated December 29, 2022 the “Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”), with Sheridan Road Partners, LLC, as administrative agent (in such capacity, the Agent”), the lenders party to the Credit Agreement (the “Original Lenders” and “New Lenders”) and the lenders party to the Amended Credit Agreement (the “Supplemental Lenders” and, together with the Original Lenders, the “Lenders”).

Executive			Option Grant Amount
Mr. Wollney			260,000 Shares
Mr. Romano			220,000 Shares
Mr. Shugrue			220,000 Shares

Pursuant to the Amendment, the aggregate principal amount of the term loan facility available to the Borrowers under the Amended Credit Agreement (the “Term Loans”) was increased from $8,075,000 to $8,250,000, with such additional amount to be loaned to the Borrowers by the Lenders as set forth in the Amendment. The $175,000 of additional Term Loans was funded on February 8, 2023 and is expected to be used for general corporate purposes.

InThe ~~addition~~Amendment tois ~~the~~filed ~~named~~as ~~officers,~~Exhibit ~~an aggregate of 100,000 Options were granted to independent directors and an aggregate of~~ 10.1~~,200,000~~ ~~Options were granted~~ to ~~management~~this ~~employees~~Current ~~other than the Named Executives above~~Report. The ~~Options~~description ~~shall vest in four equal installments, with incremental 25% portions~~ of the ~~total~~Amendment ~~grant~~does ~~becoming~~not ~~exercisable~~purport onto ~~each~~be ~~six~~complete ~~month~~and ~~anniversary~~is ~~following~~qualified ~~the date of the Grant resulting~~ in ~~Options~~its ~~being~~entirety ~~fully~~by ~~vested~~reference ~~twenty-four~~to ~~months following~~ the ~~date~~Amendment offiled ~~the~~herewith ~~Grant. The~~as ~~Options~~Exhibit ~~will expire on the seventh anniversary of the date of the grant~~10. ~~Should~~1 ato ~~director~~this orCurrent ~~employee’s service with the Company be terminated other than for cause or voluntary resignation, any unvested Options will immediately vest~~Report. ~~The effect of a Change of Control (as defined in the Plan) shall be as set forth in the Plan.~~

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements and information within the meaning of the federal securities laws regarding the Company and its businesses. Such statements are based on the current expectations, estimates, projections, and assumptions made by management. The words “anticipate,” “expect,” “believe,” “may,” “should,” “estimate,” “project,” “outlook,” “forecast” or similar words are used to identify such forward looking information. The forward-looking events and circumstances discussed in this report may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including risks regarding the effects and duration of the COVID-19 outbreak, the insurance industry, economic factors, and the equity markets generally and the other risk factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent periodic reports. Many of these uncertainties and risks are difficult to predict and beyond management’s control. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made, and the Company and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


10.1			Amendment No. 7 to Convertible Senior Secured Delayed-Draw Credit Agreement, dated February 8, 2023, by and among Atlas Financial Holdings, Inc. and certain subsidiaries, Sheridan Road Partners, LLC, as agent, and the lenders named therein**
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

** Certain portion of this exhibit (indicated by "[*****]") have been omitted pursuant to Item 601(b)(10) of Regulation S-K

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.

ATLAS FINANCIAL HOLDINGS, INC.(Registrant)

Date: January 17, 2023

By:

/s/ Paul A. Romano

Date: February 13, 2023

By:

/s/ Paul A. Romano

Name:

Paul A. Romano

Title:

Vice President and Chief Financial Officer

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