Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 19, 2022, Unico American Corporation (the "Company") received a notice
from Nasdaq (the "Notice") notifying the Company that, because its Quarterly
Report on Form 10-Q for the period ended June 30, 2022 (the "Q2 Form 10-Q") has
not been filed with the Securities and Exchange Commission (the "SEC") by the
required due date of August 15, 2022, the Company is not in compliance with the
periodic filing requirements for continued listing set forth in Nasdaq Listing
Rule 5250(c)(1) (the "Rule").
As previously reported, on April 6, 2022, the Company received a notice from
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 was not in
compliance with the Rule. The Form 10-K was filed on July 11, 2022. On May 18,
2022, the Company received an additional notice from Nasdaq notifying the
Company that, because its Quarterly Report on Form 10-Q for the period ended
March 31, 2022 (the "Q1 Form 10-Q") has not been filed with the SEC by the
required due date of May 16, 2022, the Company is not in compliance with the
Rule. On August 8, 2022, Nasdaq notified the Company that it had been granted an
exception until August 22, 2022 to file the Q1 Form 10-Q. Nasdaq also confirmed
that the Nasdaq exception to allow the Company to regain compliance with all
delinquent filings is limited to a maximum of 180 calendar days from the due
date of the Form 10-K filing, or September 27, 2022. The Q1 Form 10-Q was filed
on August 22, 2022.
Due to the Company's failure to file the Q2 Form 10-Q by the required due date,
under the Nasdaq rules the Company has until September 9, 2022, to submit an
updated plan to regain compliance with the Rule. 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 within the extension period
granted by Nasdaq. 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 received from Nasdaq has no immediate effect on the listing or
trading of the Company's shares. However, if the Company fails to timely regain
compliance with the Rule, the Company's securities will be subject to delisting
from Nasdaq.
Item 7.01. Regulation FD Disclosure
On August 25, 2022 the Company issued a press release announcing its receipt of
the notice from Nasdaq. A copy of the press release is attached hereto as
Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liability of that section, and shall not be incorporated by reference into any
registration statement or other document filed under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
99.1 Press Release dated August 25, 2022, issued by Unico American
Corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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