Unico American Corporation Receives Notification from Nasdaq Regarding Delayed Annual Report on Form 10-K
CALABASAS, CA /ACCESSWIRE/April 11, 2022/ On April 6, 2022, Unico American Corporation (NASDAQ: UNAM) (“Unico” or the “Company”) filed a current report on Form 8-K with the Securities and Exchange Commission (the “SECOND“) announcing the Company’s receipt of a notice (the “Notice“) of the Nasdaq 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 is not in compliance with the periodic filing requirements for continued listing set forth in the Rule of listing of Nasdaq 5250 (c) (1) (the “RulerThe company today issued a press release regarding its receipt of the notice from Nasdaq.
Under Nasdaq rules, the company has 60 calendar days from receipt of the notice to submit a plan to restore 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 restore 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 during any extension period granted by Nasdaq. If the Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearing Panel. The advice received from Nasdaq has no immediate effect on the listing or trading of the shares of the Company. However, if the Company fails to comply with the Rule in a timely manner, the Company’s securities will be subject to delisting from Nasdaq.
Based in Calabasas, California, Unico American Corporation is an insurance holding company that underwrites property and casualty insurance through its insurance company subsidiary, Crusader; offers property health insurance through its agency subsidiaries; and provided insurance premium financing and membership association services through its other wholly-owned subsidiaries. Unico was incorporated under the laws of Nevada in 1969.
During the quarter ended September 30, 2021, Unico took steps to bring its subsidiary Crusader into run-off. As part of its run-off, Crusader has begun ceasing to write new and renewal business and phasing out operations that support insurance policy underwriting. Crusader ceased writing new insurance policies in September 2021 and will no longer renew policies after December 8, 2021. Crusader issues notices of non-renewal in accordance with California Department of Insurance rules and regulations for its existing in-force policies in order to terminate these policies upon expiry of the current periods of insurance. In August 2021, Unico also discontinued its premium financing operations previously conducted through its subsidiary American Acceptance Corporation.
This press release may contain “forward-looking statements” within the meaning of federal securities laws, including Section 27A of the Securities Act of 1933, as amended (or “the Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (or “the Exchange Act”). In this context, forward-looking statements are not historical facts and include statements about the Company’s plans, objectives, beliefs and expectations. Forward-looking statements include statements preceded, followed by or containing the words “believes”, “expects”, “anticipates”, “seeks”, “plans”, “estimates”, “intends”, “projects ‘, ‘targets’, ‘should’, ‘could’, ‘may’, ‘will’, ‘may’, ‘may have’, ‘probable’, the negatives of these or similar words and phrases.
Forward-looking statements are only predictions and are not guarantees of future performance. These statements are based on current expectations and assumptions involving judgments regarding, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. of the society. These forecasts are also affected by known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to differ materially from those expressed or implied by any forward-looking statements. Many of these factors are beyond the Company’s ability to control or predict. The Company’s actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors. These factors include, but are not limited to, Unico’s ability to continue to operate as a “going concern”; Unico’s dependence on financial support from Crusader, Unico’s principal subsidiary; Crusader’s substantial historical net losses, which may continue in the future; non-compliance with minimum capital and surplus requirements of property and casualty insurance companies; Crusader’s inability to declare and pay dividends to Unico due to regulatory prohibitions and its declining policyholder surplus; failure to maintain an effective system of internal controls; loss of or dependence on key personnel; lack of activity due to strategic decision to place Crusader in runoff; oversight and final approval by the California Department of Insurance for each material Crusader transaction; vulnerability to climate change and large catastrophic property losses; the impact of the recent coronavirus pandemic; ability to adjust claims accurately; insufficient provisions for claims and claims adjustment expenses to cover future claims; ability to realize deferred tax assets; the negative impact of new claims and coverage issues; ability to accurately underwrite risks and charge an adequate premium; ability to obtain reinsurance or recover from reinsurers and/or losses in excess of reinsurance limits; excess underwriting capacity and unfavorable premium rates; significant regulatory and legislative changes; the risk management framework may prove to be inadequate; reliance on affiliates to meet obligations, including privacy and data protection laws; changes in interest rates; investments subject to credit, prepayment and other risks; geographical concentration; single place of operation; reliance on independent insurance agents and brokers; insufficient reserve for bad debts; dispute; enforceability of policy exclusions and limitations; difficulty in acquiring the necessary data; reliance on information technology systems; system damage, failures, interruptions, cyberattacks and intrusions, or unauthorized data disclosures; ability to attract, develop and retain employees and maintain appropriate staffing levels; insolvency, financial difficulty or failure to perform obligations by parties with material contracts or relationships; ability to compete effectively; drawdown assessments by various underwriting pools and programs; maximizing long-term value which can sometimes conflict with short-term profit expectations; control by a small number of shareholders; difficulty in effecting a change of control or the sale of subsidiaries; limited stock trading; changes in accounting standards; changes in federal or state tax laws; ability to prevent or detect acts of fraud through disclosure controls and procedures; changes in general economic conditions; no guarantee of declaration of dividends in the future, so returns may be limited to the value of the shares; and significant costs and substantial management time spent operating as a public company.
Please see Part I – Item 1A – “Risk Factors” in the company’s 2020 Annual Report on Form 10-K and Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and United States Exchange Commission (“SEC”), as well as other documents that the Company files or provides with the SEC from time to time, for other significant risks and uncertainties that could cause the actual results of the Company differ materially from its current expectations and from the forward-looking statements discussed herein. Due to these and other risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Further, such statements speak only as of the date of this press release and, except as required by law, the Company undertakes no obligation to publicly revise or update any forward-looking statements, whether as a result of changed circumstances, new information, future events or otherwise, for any reason whatsoever.
Steven L. Shea
Chief executive officer
THE SOURCE: Unico American Corporation
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