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: ~~August~~September 176, 2022

(Date of earliest event reported)

FEDNAT HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Florida

000-25001

65-0248866

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


14050 N.W. 14th Street, Suite 180 Sunrise, FL
						33323
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (800) 293-2532


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
Common Stock	FNHC	Nasdaq Global Market

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 32.01 ~~Notice~~. Completion of ~~Delisting~~Acquisition or ~~Failure~~Disposition ~~to Satisfy a Continued Listing Rule or Standard; Transfer~~ of ~~Listing.~~Assets

On ~~August~~September 178, 2022, FedNat Holding Company (the “Company”) ~~received~~and ~~written~~a ~~notice~~group of investors managed by Hale Partnership Capital Management LLC (the “~~Notice~~Hale Investors”) ~~from~~entered into a Stock Purchase Agreement (the ~~Listing~~“Stock ~~Qualifications~~Purchase ~~Department~~Agreement”) and closed the sale of ~~The~~30,000 ~~Nasdaq~~shares ~~Stock~~of ~~Market~~the common stock of Monarch National Insurance Company (“~~Nasdaq~~Monarch”) ~~notifying~~held by the Company ~~that,~~to asthe Hale Investors for $2.5 million. As a result of ~~its~~this ~~delay~~transaction, inthe ~~filing~~Hale ~~its~~Investors ~~Form~~increased ~~10-Q~~their ~~for~~ownership ~~the~~of ~~quarter~~Monarch’s ~~ended~~outstanding ~~June~~common ~~30,~~stock ~~2022~~to ~~(the~~70% ~~“Form~~and ~~10-Q”),~~the itCompany isreduced noits ~~longer~~ownership inof ~~compliance~~Monarch’s ~~with~~common ~~Nasdaq~~stock ~~Listing~~to ~~Rule 5250(c)(1)~~30%. The Company ~~has~~retains atwo ~~period~~seats on Monarch’s board of 60directors ~~days~~and ~~from~~continues to provide managing general agent services, including policy servicing and claims administration, to Monarch through the ~~Notice~~Company’s ~~date~~wholly owned subsidiary, FedNat Underwriters, Inc. This transaction was entered into pursuant to ~~submit~~the aput ~~plan~~right agreed to ~~regain~~by ~~compliance~~the parties in conjunction with the ~~Nasdaq~~previously ~~Listing~~disclosed ~~Rules. The~~closing ~~Company~~on ~~has~~June ~~advised~~30, ~~Nasdaq~~2022 ~~that~~of itthe ~~anticipates~~Hale ~~filing~~Investors’ and the ~~Form~~Company’s investments in Monarch. A copy of the Stock Purchase Agreement is filed as Exhibit 10-Q.1 ~~within~~to ~~such~~this ~~60-day~~Form ~~period~~8-K.

Item 75.~~01 Regulation~~02. FDDeparture ~~Disclosure.~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a) On ~~August~~September 196, 2022, the Company ~~issued~~received athe ~~press~~resignation ~~release~~of asErick ~~required~~A. byFernandez, the ~~Nasdaq~~Company’s ~~Listing~~Interim ~~Rules~~Chief ~~regarding~~Financial ~~receipt of the Notice~~Officer. ~~The~~Mr. ~~press~~Fernandez’s ~~release~~resignation is ~~attached~~effective toSeptember ~~this~~20, ~~Current Report on Form 8-K as Exhibit 99~~2022.~~1 and is incorporated herein by reference.~~

(b) On September 8, 2022, the Company’s Board of Directors appointed J. Gordon Jennings III to serve as interim Chief Financial Officer effective September 20, 2022. Mr. Jennings, age 64, currently serves as Vice President of Risk Management, a position he has held since 2008. He has served in various roles with the Company since 2000, including serving as the Company’s Controller from May 2000 through August 2002, as the Company’s Chief Financial Officer from August 2002 through June 2007, and as Chief Accounting Officer from June 2007 through March 2008. Mr. Jennings, formerly a certified public accountant, also holds a Certificate in General Insurance, an Associate in Insurance Services and an Associate in Risk Management as designated by the Insurance Institute of America.


Item 9.01.			Financial Statements and Exhibits.

(d)			Exhibits. The following exhibit index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K.
99.1			FedNat Holding Company Press Release dated August 19, 2022
10.1			Stock Purchase Agreement dated as of September 8, 2022 among FedNat Holding Company and the Hale Investors
104			Cover Page Interactive File (the cover page tags are 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: August 19, 2022	By:	/s/ Erick A. Fernandez
Date: September 12, 2022	By:	/s/ David K. Patterson

Name: ~~Erick~~David AK. ~~Fernandez~~Patterson Title: Interim Chief ~~Financial~~Executive Officer (Principal ~~Financial~~Executive ~~and Accounting~~ Officer)

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