Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
As previously reported, Unico American Corporation (the "Company") received
written notice from The Nasdaq Stock Market LLC ("Nasdaq") on September 22, 2022
indicating that the Company was not in compliance with the requirement of a
minimum Market Value of Publicly Held Shares ("MVPHS") of $5,000,000 for
continued listing on the Nasdaq Global Market, as set forth in Nasdaq Listing
Rule 5450(b)(1)(C). Nasdaq calculates MVPHS by subtracting from the total shares
of common stock outstanding any shares held by officers, directors or any person
who beneficially owns more than 10% of the total shares outstanding. In
accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company was provided a
period of 180 calendar days, or until March 21, 2023, to regain compliance with
the minimum MVPHS requirement. To regain compliance, the minimum MVPHS of the
Company's common stock was required to meet or exceed $5,000,000 for at least
ten consecutive business days during this 180-calendar day compliance period,
which did not occur.
On March 21, 2023, the Company applied to transfer the listing of its common
stock, no par value per share, from The Nasdaq Global Market to The Nasdaq
Capital Market, which has a minimum MVPHS requirement of $1,000,000 (the
"Transfer").
On March 27, 2023, the Company received confirmation that Nasdaq had approved
the Transfer, and the Company's common stock will begin trading on The Nasdaq
Capital Market effective with the open of trading on March 29, 2023. The
Company's common stock will continue to trade under the symbol "UNAM". The
Nasdaq Capital Market operates in substantially the same manner as The Nasdaq
Global Market, with issuers listed on The Nasdaq Capital Market tier required to
meet certain financial and corporate governance requirements to qualify for
continued listing.
Forward-Looking Statements
Certain matters discussed in this Current Report on Form 8-K constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements relating to the Transfer.
These forward-looking statements involve many risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by
such statements, including, without limitation, that the common stock will
continue to trade under the symbol "UNAM". These forward-looking statements
speak only as of the date hereof, and the Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in its
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. Please refer to the publicly
filed documents of the Company, including its most recent Annual Report on Form
10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to
the Company's business which may affect the statements made in this this Current
Report on Form 8-K.
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