UNITED 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~~April 2818, 2023

Unico American Corporation

(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
5230 Las Virgenes RoadCalabasas, California		91302
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))

☐ 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 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 ☐

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 53.0201 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Appointment~~Satisfy ofa ~~Certain~~Continued ~~Officers;~~Listing ~~Appointment~~Rule ofor ~~Certain Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On ~~March~~April 2818, 2023, ~~Jennifer Ziegler notified~~ Unico American Corporation (the “Company”) ofreceived ~~her~~a ~~resignation~~notice from ~~her~~the ~~positions~~Listing asQualifications ~~Executive~~Department ~~Vice~~of ~~President,~~The ~~Chief~~NASDAQ ~~Financial~~Stock ~~Officer,~~Market ~~Secretary~~LLC ~~and~~(“Nasdaq”) ~~Treasurer~~that of the Company ~~and~~is ~~each~~noncompliant ofwith ~~its~~the ~~subsidiaries. Her~~periodic ~~resignation~~filing ~~will~~requirements befor ~~effective~~continued ~~April~~listing ~~30,~~set ~~2023. Each~~forth ofin Nasdaq Listing Rule 5250(ic)(1) ~~The~~(the ~~Memorandum~~“Rule”) as a result of ~~Understanding,~~its ~~dated~~failure ~~October~~to ~~19,~~file ~~2021,~~its byAnnual ~~and~~Report ~~among~~on Form 10-K for the ~~Company,~~year ~~Crusader~~ended ~~Insurance~~December ~~Company~~31, a2022 ~~California~~(the ~~corporation~~“Form ~~and~~10-K”) awith ~~wholly~~the ~~owned~~Securities ~~subsidiary~~and ofExchange ~~the~~Commission ~~Company~~ (the “~~Crusader~~SEC”), ~~Berkeley~~by ~~Research~~the ~~Group~~required due date (the “~~BRG~~Notice”) ~~and Ms~~. ~~Ziegler,~~As ~~and~~previously ~~(ii)~~reported by the ~~Engagement~~Company ~~Letter,~~in ~~dated~~its ~~October~~Notification ~~19,~~of ~~2021,~~Late byFiling ~~and~~on ~~among~~Form 12b-25, filed with the ~~Company,~~SEC ~~Crusader~~on ~~and~~March ~~BRG~~31, ~~will~~2023, ~~also~~the ~~terminate~~Company ~~effective~~was ~~April~~unable ~~30,~~to ~~2023. The~~timely ~~Company~~file ~~has~~the ~~begun~~Form ~~its~~10-K ~~search~~without ~~for~~unreasonable aeffort ~~Chief~~or ~~Financial~~expense. ~~Officer~~The ~~and~~Company ~~Treasurer~~intends to ~~replace~~submit ~~Ms.~~the ~~Ziegler.~~Form 10-K as soon as practicable.

~~Forward~~The Notice states that, under Nasdaq rules, the Company has 60 calendar days, or until June 20, 2023, to submit a plan to regain compliance with Nasdaq’s continued listing requirements, including the Rule. If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from the due date of the Form 10-~~Looking~~K, ~~Statements~~as extended by Rule 12b-25, or by October 16, 2023, to regain compliance. There can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.

~~Certain~~The ~~matters~~Notice ~~discussed~~has inno ~~this~~immediate ~~Current~~effect ~~Report~~ on ~~Form~~the ~~8-K~~listing ~~constitute~~or ~~forward-looking~~trading ~~statements within the meaning~~ of the ~~Private~~Company’s ~~Securities~~shares ~~Litigation Reform Act~~ of ~~1995,~~common including statements relating to the Transfer. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statementsstock, ~~including,~~though ~~without~~Nasdaq ~~limitation, that the common stock~~ will ~~continue~~broadcast toan ~~trade~~indicator ~~under~~over ~~the~~its ~~symbol~~market ~~“UNAM”.~~data ~~These~~dissemination ~~forward-looking~~network ~~statements~~noting ~~speak only as of~~ the ~~date~~Company's ~~hereof,~~noncompliance. ~~and~~If the Company ~~expressly~~fails ~~disclaims any obligation or undertaking~~ to ~~disseminate~~gain ~~any~~timely ~~updates~~compliance ~~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 based. Please refer to~~ the ~~publicly filed documents of the Company~~Rule, ~~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~~shares ~~which~~of ~~may~~common ~~affect~~stock ~~the~~will ~~statements~~be ~~made~~subject into ~~this~~delisting ~~this~~from ~~Current Report on Form 8-K~~Nasdaq.

2Forward-Looking Statements

~~SIGNATURES~~Certain matters discussed in this Current Report on Form 8-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Transfer. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, that the common stock will continue to trade under the symbol “UNAM”. These forward-looking statements speak only as of the date 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 based. Please refer to the 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.

~~Pursuant~~Item to8.01 ~~the~~Other ~~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.~~Events

	UNICO AMERICAN CORPORATION(Registrant)
Date: April 3, 2023	By:	/s/ Steven Shea
	Name:	Steven Shea
	Title:	President, and Chief Executive Officer

On April 24, 2023, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

3Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1		Press Release issued by Unico American Corporation on April 24, 2023

104		Cover Page Interactive Data File (embedded within 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.

	UNICO AMERICAN CORPORATION (Registrant)

Date: April 24, 2023	By:	/s/ Steven Shea
	Name:	Steven Shea
	Title:	President, and Chief Executive Officer

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