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

~~June~~July 2627, ~~2020~~2020Date ~~(June 24, 2020)Date~~ of Report (Date of earliest event reported)

POSITIVE PHYSICIANS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania	001-38814	83-0824448
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Ident. No.)

100 Berwyn Park, Suite 220

850 Cassatt Road, Berwyn, PA

19312

(Address of principal executive offices)

(Zip Code)

(888) 335-5335
Registrant’s telephone number, including area code

N/A
(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

PPHI

The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 53.~~02Departure~~01Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On ~~June~~July 2427, 2020, ~~the Directors of~~ Positive Physicians Holdings, Inc. ~~and~~(the “Company”) announced that it had given formal notice to the Nasdaq Stock Market of its ~~wholly~~intention ~~owned~~to ~~‎subsidiary,~~voluntarily ~~Positive~~delist ~~Physicians~~its ~~Insurance~~common stock from the Nasdaq Capital Market. The Company ~~(collectively~~also ~~referred~~announced its intention to asderegister 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, ~~adopted~~Notification aof ~~resolution~~Removal of Listing and/or Registration Under Section 12(b) of the Exchange Act, relating to ~~remove~~the ~~‎Daniel~~delisting ~~Payne~~and ~~from~~deregistration on or about August 5, 2020, with the ~~position~~delisting of ~~Treasurer~~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 ~~and~~intends ~~appoint~~to ~~Donovan~~file ~~‎Augustin~~a Form 15 with the SEC to ~~serve~~suspend asthe ~~Treasurer~~Company’s reporting obligations under Section 15(d) of the ~~Company~~Exchange Act. These actions were authorized and approved by the Company’s Board of Directors on July 23, 2020.

~~Mr.~~A ~~Augustin,~~copy ~~age 44, joined ‎the Company as Chief Financial Officer in October 2019. He has over 20 years~~ of ~~‎experience in~~ the ~~(re)insurance~~press ~~industry. Prior~~release todated ~~joining~~July ~~the Company~~27, ~~he served as Financial Controller and Senior ‎Vice President at JLT Re (North America)~~2020, ~~Inc.~~giving ~~from~~details ~~April~~associated ~~2017 to October 2019 where he was responsible for ‎financial reporting to JLT Re Group and JLT Group Finance in the UK, financial planning and analysis and ‎overseeing related processes~~ with the ~~company’s~~voluntary ~~onshore and offshore support functions. Prior to JLT Re~~delisting, ~~Mr.~~is ~~‎Augustin~~attached ~~was~~as ~~with~~Exhibit PricewaterhouseCoopers, serving domestic and multi-national insurance clients in both the audit ‎and tax practices during two separate stints with the firm from 2003 to 2005 and July 2013 to April 2017, ‎respectively99. ~~Mr.~~1 ~~Augustin was also an Assistant Controller with PMA Companies, Inc. (formerly, PMA Capital ‎Corporation) where he managed the SEC reporting process from 2005~~ to ~~2010~~this ~~and served as Tax Manager, ‎following Old Republic’s acquisition of PMA in 2010, prior to rejoining PwC in 2013~~report.

Item 9.01Financial Statements and Exhibits.

(b) Not applicable.

(d) Exhibits.


Exhibit No.	Exhibit Description
99.1	Press Release issued by the Company on July 27, 2020

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.

	POSITIVE PHYSICIANS HOLDINGS, INC.
Dated: June 26, 2020
Dated: July 27, 2020
	By:	/s/ Donovan C. Augustin
	Name:	Donovan C. Augustin
	Title:	Chief Financial Officer

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