Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July 27, 2020, Positive Physicians Holdings, Inc. (the "Company") announced
that it had given formal notice to the Nasdaq Stock Market of its intention to
voluntarily delist its common stock from the Nasdaq Capital Market. The Company
also announced its intention to deregister its common stock under Section 12(b)
of the Securities Exchange Act of 1934 (the "Exchange Act"). The Company
currently anticipates that it will file with the Securities and Exchange
Commission (the "SEC") a Form 25, Notification of Removal of Listing and/or
Registration Under Section 12(b) of the Exchange Act, relating to the delisting
and deregistration on or about August 5, 2020, with the delisting of its common
stock taking effect no earlier than ten days thereafter. As a result, the
Company expects that the last trading day of its common stock on the Nasdaq
Capital Market will be on or about August 14, 2020, after which it will seek
quotation of its shares on the OTCQX Best Market. Further, on or about August
14, 2020, the Company intends to file a Form 15 with the SEC to suspend the
Company's reporting obligations under Section 15(d) of the Exchange Act. These
actions were authorized and approved by the Company's Board of Directors on July
23, 2020.
A copy of the press release dated July 27, 2020, giving details associated with
the voluntary delisting, is attached as Exhibit 99.1 to this report.
Item 9.01Financial Statements and Exhibits.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No. Exhibit Description
99.1 Press Release issued by the Company on July 27, 2020
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