UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March ~~November 22~~27, ~~2022~~2023

Unico American Corporation ~~(Exact Name of Registrant as Specified in its Charter)~~

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-03978		95-2583928
(Commission File Number)		(IRS Employer Identification No.)
5230 Las Virgenes Road, #100Calabasas, California		91302
5230 Las Virgenes Road
Calabasas, California		91302
(Address of Principal Executive Offices)		(Zip Code)

(818) 591-9800

(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 (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, No Par Value UNAM Nasdaq ~~Global~~Capital 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 ☐

IfItem an3.01 Notice ~~emerging~~of ~~growth~~Delisting ~~company,~~or ~~indicate~~Failure ~~by check mark if the registrant has elected not~~ to ~~use~~Satisfy ~~the~~a ~~extended~~Continued ~~transition~~Listing ~~period~~Rule ~~for complying with any new~~ or ~~revised~~Standard; ~~financial~~Transfer ~~accounting standards provided pursuant to Section 13(a)~~ of ~~the~~Listing ~~Exchange Act. ☐~~

~~Item~~As 3previously reported, Unico American Corporation (the “Company”) received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) on September 22, 2022 indicating that the Company was not in compliance with the requirement of a minimum Market Value of Publicly Held Shares (“MVPHS”) of $5,000,000 for continued listing on the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(1)(C).~~01.~~ ~~Notice~~Nasdaq calculates MVPHS by subtracting from the total shares of ~~Delisting~~common stock outstanding any shares held by officers, directors or ~~Failure~~any toperson ~~Satisfy~~who abeneficially ~~Continued~~owns more than 10% of the total shares outstanding. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company was provided a period of 180 calendar days, or ~~Standard;~~until ~~Transfer~~March 21, 2023, to regain compliance with the minimum MVPHS requirement. To regain compliance, the minimum MVPHS of ~~Listing~~the Company’s common stock was required to meet or exceed $5,000,000 for at least ten consecutive business days during this 180-calendar day compliance period, which did not occur.

On ~~November~~March 2221, ~~2022~~2023, ~~Unico American Corporation (~~the “Company”) ~~received~~applied ato ~~notice~~transfer ~~from Nasdaq (~~the ~~“Notice”)~~listing ~~notifying~~of ~~the~~its ~~Company~~common ~~that~~stock, ~~because~~no ~~its~~par ~~Quarterly~~value ~~Report~~per ~~on Form 10-Q for the period ended September 30~~share, ~~2022~~from ~~has~~The ~~not~~Nasdaq ~~been~~Global ~~filed~~Market ~~with~~to ~~the~~The ~~Securities~~Nasdaq ~~and~~Capital ~~Exchange~~Market, ~~Commission~~which byhas ~~the~~a ~~required~~minimum ~~due~~MVPHS ~~date~~requirement of ~~November 14~~$1, ~~2022~~000,000 ~~the Company is not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250~~(~~c)(1) (~~the “~~Rule~~Transfer”).

~~Under~~On ~~the~~March ~~Nasdaq~~27, ~~rules~~2023, the Company ~~has~~received 60confirmation ~~calendar~~that ~~days~~Nasdaq ~~from~~had ~~receipt~~approved of the ~~Notice to submit a plan to regain compliance with the Rule. However~~Transfer, ~~there~~and ~~can be no assurance that Nasdaq will accept~~ the Company’s ~~plan~~common tostock ~~regain~~will ~~compliance~~begin ortrading ~~that~~on ~~the~~The ~~Company~~Nasdaq ~~will~~Capital beMarket ~~able~~effective towith ~~regain~~the ~~compliance~~open ~~within~~of ~~the~~trading ~~extension~~on ~~period~~March ~~granted~~29, ~~by Nasdaq~~2023. IfThe ~~Nasdaq does not accept the~~ Company’s ~~plan,~~common ~~then~~stock ~~the Company~~ will ~~have~~continue ~~the opportunity~~ to ~~appeal~~trade ~~that~~under ~~decision~~the tosymbol ~~a Nasdaq hearings panel~~“UNAM”. The ~~Notice received from~~ Nasdaq ~~has~~Capital noMarket ~~immediate~~operates ~~effect~~in onsubstantially the ~~listing~~same ormanner ~~trading~~as ofThe ~~the~~Nasdaq ~~Company’s~~Global ~~shares. However~~Market, ifwith ~~the~~issuers ~~Company~~listed ~~fails~~on toThe ~~timely~~Nasdaq ~~regain~~Capital ~~compliance~~Market ~~with~~tier ~~the~~required ~~Rule,~~to ~~the~~meet ~~Company’s~~certain ~~securities~~financial ~~will~~and becorporate ~~subject~~governance requirements to ~~delisting~~qualify ~~from~~for ~~Nasdaq~~continued listing.

~~Item~~Forward-Looking ~~7.01. Regulation FD Disclosure~~Statements

OnCertain ~~November~~matters ~~29,~~discussed ~~2022~~in this Current Report on Form 8-K constitute forward-looking statements within the ~~Company~~meaning ~~issued~~of athe ~~press~~Private ~~release~~Securities ~~announcing~~Litigation ~~its~~Reform ~~receipt~~Act of 1995, including statements relating to the ~~Notice~~Transfer. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from ~~Nasdaq~~those expressed or implied by such statements, including, without limitation, that the common stock will continue to trade under the symbol “UNAM”. AThese ~~copy~~forward-looking statements speak only as of the ~~press~~date ~~release~~hereof, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is ~~attached~~based. ~~hereto~~Please asrefer ~~Exhibit~~to 99the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to the Company’s business which may affect the statements made in this this Current Report on Form 8-K.1.

~~In accordance with General Instruction B.~~2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

~~Item 9.01. Financial Statements and Exhibits~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits.~~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.

Exhibit No.
	UNICO AMERICAN CORPORATION (Registrant)
99.1		Press Release dated November 29, 2022, issued by Unico American Corporation
Date: March 31, 2023	By:	/s/ Jennifer E. Ziegler
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
		Name: Jennifer E. Ziegler Title: Executive Vice President,Chief Financial Officer and Treasurer

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.

	UNICO AMERICAN CORPORATION(Registrant)
Date: November 29, 2022	By:	/s/ Jennifer E. Ziegler
	Name:	Jennifer E. Ziegler
	Title:	Executive Vice President,
		Chief Financial Officer and Treasurer

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