UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
NOT APPLICABLE
(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 (see General Instruction A.2. below):
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 |
Name of each exchange on which registered | ||
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 1.01 | Entry into a Material Definitive Agreement. |
On March 11, 2021, FedNat Holding Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co. (the “Underwriter”), pursuant to which the Company agreed to issue and sell an aggregate of 3,500,000 shares of its common stock (the “Shares”) to the Underwriter (the “Offering”). The Shares will be sold at a per share public offering price of $4.75. The Company expects to receive aggregate net proceeds from the sale of the Shares of approximately $15.2 million, after deducting the underwriter’s discount and estimated offering expenses payable by the Company. The Offering is expected to close on March 15, 2021.
Pursuant to the Underwriting Agreement, the Company also granted the Underwriter a 30-day option to purchase up to an additional 525,000 shares of its common stock at the public offering price, less the underwriter’s discount.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Subject to certain exceptions, the Company and all of the Company’s directors and executive officers also agreed to not sell or transfer any common stock of the Company for 90 days after March 11, 2021 without first obtaining the consent of Piper Sandler & Co.
The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-225464), including the prospectus dated June 26, 2018 contained therein, as the same has been amended and/or supplemented from time to time.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion letter of Nelson Mullins Riley & Scarborough LLP relating to the legality of the Shares to be issued in the Offering is attached as Exhibit 5.1 hereto.
Item 7.01. | Other Events. |
On March 12, 2021, the Company issued a press release announcing the matters described above. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description | |
1.1 | Underwriting Agreement by and between FedNat Holding Company and Piper Sandler & Co., dated March 11, 2021 | |
5.1 | Opinion of Nelson Mullins Riley & Scarborough LLP | |
23.1 | Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1) | |
99.1 | Press Release dated March 12, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
FEDNAT HOLDING COMPANY | ||||||
Date: March 12, 2021 |
By: | /s/ Ronald A. Jordan | ||||
Name: | Ronald A. Jordan | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial Officer) |