0001502292false0001502292cnfr:NinePointSevenFivePercentSeniorNotesDue2028Member2023-10-232023-10-230001502292cnfr:CommonStockNoParValueMember2023-10-232023-10-2300015022922023-10-232023-10-23

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 23, 2023

 

Conifer Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

 

Michigan

001-37536

27-1298795

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

 

3001 West Big Beaver Road, Suite 200

Troy, MI 48084

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (248) 559-0840

 

(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:

 

☐

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:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, no par value

 

CNFR

 

The Nasdaq Stock Market LLC

9.75% Senior Notes due 2028

 

CNFRZ

 

The Nasdaq Stock Market LLC

 

 

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. ☐

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 23, 2023, Conifer Holdings Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that for the past 30 consecutive business days prior to the date of the letter, the market value of “publicly held” shares of the Company was less than $5.0 million, which does not meet the requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(1)(C) (the “MVPHS Rule”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a period of 180 calendar days, or until April 22, 2024, to regain compliance. To regain compliance with the MVPHS Rule, the market value of the Company’s publicly held shares must meet or exceed $5.0 million for a minimum of ten consecutive business days during the 180-day grace period.

If the Company regains compliance with the MVPHS Rule by the expiration date of the compliance period, Nasdaq will provide written confirmation to the Company and close the matter. However, there can be no assurance that the Company will be able to regain compliance or that the Company will be able to maintain its Nasdaq listing.

The Notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the Nasdaq Global Market under the symbol “CNFR”. The Company is presently evaluating possible courses of action to regain compliance with Nasdaq Listing Rule 5450(b)(1)(C). These options include, without limitation, the transfer of the Company’s common stock to the Nasdaq Capital Market in 2024.

 

 

SIGNATURE

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.

 

 

Conifer Holdings Inc.

Date: October 27, 2023

By:

/s/ BRIAN J. RONEY

Brian J. Roney

President

 

 

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Document and Entity Information
Oct. 23, 2023
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Entity Registrant Name Conifer Holdings Inc.
Entity Central Index Key 0001502292
Document Period End Date Oct. 23, 2023
Entity Emerging Growth Company false
Entity File Number 001-37536
Entity Incorporation, State or Country Code MI
Entity Tax Identification Number 27-1298795
Entity Address, Address Line One 3001 West Big Beaver Road
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Troy
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48084
City Area Code 248
Local Phone Number 559-0840
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Common Stock, No Par Value  
Document Information [Line Items]  
Title of each class Common Stock, no par value
Trading Symbol(s) CNFR
Name of each exchange on which registered NASDAQ
9.75% Senior Notes due 2028  
Document Information [Line Items]  
Title of each class 9.75% Senior Notes due 2028
Trading Symbol(s) CNFRZ
Name of each exchange on which registered NASDAQ
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