UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 10-K/A

Amendment No. 1

 

(Mark One) 

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|------------------------------------------------------------------------------------------------|

For the fiscal year ended December 31, 2019

OR 

 

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                      TO                      |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Commission File Number 001-38814

 

POSITIVE PHYSICIANS HOLDINGS, INC.

(Exact name of Registrant as specified in its Charter) 

 

 

| Pennsylvania                                                    |   | 83-0824448                            |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer

Identification No.) |
| 100 Berwyn Park, Suite 220

850 Cassatt Road, Berwyn, PA        |   | 19312                                 |
| (Address of principal executive offices)                        |   | (Zip Code)                            |

 

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

 

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                   |

Securities registered pursuant to Section 12(g) of the Act:  None 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  YES ☐ NO ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).  YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer |   | ☐ | Accelerated filer              |   | ☐ |
|-----------------------------------|--------|---------|-------------------------------------|--------|---------|
|                              |   |    |                                |   |    |
| Non-accelerated filer             |   | ☐ | Smaller reporting company |   | ☒ |
|                              |   |    |                                |   |    |
| 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.  ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES ☐ NO ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The NASDAQ Stock Market on June 28, 2019 (the last business day of the Registrant’s most recently completed second quarter) was approximately $50,617,000. 

The number of shares of Registrant’s Common Stock outstanding as of May 11, 2020 was 3,615,500 with a par value of $0.01 per share.

 

 

 

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EXPLANATORY NOTE

Positive Physicians Holdings, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2020 (the “Original Form 10-K”), solely to disclose (i) that the Company had filed the Original Form 10-K after the March 30, 2020 deadline otherwise applicable to such filing (the “Original Deadline”) in reliance on the 45-day extension provided by an order issued by the SEC under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the “Order”); and (ii) the reasons why the Company could not file the Original Form 10-K on a timely basis before the Original Deadline, as described below.

On March 30, 2020, the Company filed a Current Report on Form 8-K with the SEC (the “Form 8-K”) to indicate its intention to rely on the Order for a filing extension in connection with the Company’s filing of the Original Form 10-K. Consistent with the Company’s statements made in the Form 8-K, the Company was unable to file the Original Form 10-K prior to the Original Deadline due to circumstances related to the coronavirus disease 2019 (COVID-19). The Company’s operations and business have experienced disruptions due to the conditions surrounding the COVID-19 pandemic spreading throughout the United States.  These disruptions include, but are not limited to: office closures and the distraction to maintaining operation continuance during remote operations due to suggested, and mandated, illness, social quarantining and work from home orders.  The Company’s management has devoted substantial time and attention to assessing the potential impact of COVID-19 and those events on the Company’s operations and financial position and developing operational and financial plans to address those matters, which has diverted management resources from completing all of the tasks necessary to file the Annual Report by the Original Deadline. Accordingly, the Company relied on the Order because it was unable to timely file the Original Form 10-K by the Original Deadline without undue hardship and expense to the Company due to COVID-19.

In addition, as required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. The Company is not including the certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

Except as described above, this Amendment does not modify or update disclosures in, or exhibits to, the Original Form 10-K. Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s filings with the SEC subsequent to the filing of the Original Form 10-K.

 

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PART IV

 

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

|            |                                                                                                          |
|------------|----------------------------------------------------------------------------------------------------------|
| 31.1       | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
|       |                                                                                                     |
| 31.2  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
|       |                                                                                                     |

____________

|        |                 |
|--------|-----------------|
| *      | Filed herewith. |
|   |            |

 

 

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|                          |   | Positive Physicians Holdings, Inc. |
|-------------------------------|--------|------------------------------------|
|                          |   |                               |   |
| Date:  May 19, 2020 |   | By:                                | /s/ Lewis S. Sharps, M.D. |
|                          |   |                               | Lewis S. Sharps, M.D. |
|                          |   |                               | President and Chief Executive Officer |

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

| Name                             |   | Title                                            |   | Date         |
|----------------------------------|--------|--------------------------------------------------|--------|--------------|
|                             |   |                                             |   |         |
| /s/ Lewis S. Sharps, M.D.   |   | President, Chief Executive Officer, and Director |   | May 19, 2020 |
| Lewis S. Sharps, M.D.            |   | (Principal Executive Officer)                    |   |         |
|                             |   |                                             |   |         |
| /s/ Paul M.J. Brockman      |   | Director                                         |   | May 19, 2020 |
| Paul M.J. Brockman               |   |                                             |   |         |
|                             |   |                                             |   |         |
| /s/ William E. Hitselberger |   | Director                                         |   | May 19, 2020 |
| William E. Hitselberger          |   |                                             |   |         |
|                             |   |                                             |   |         |
| /s/ Stephen J. Johnson      |   | Director                                         |   | May 19, 2020 |
| Stephen J. Johnson               |   |                                             |   |         |
|                             |   |                                             |   |         |
| /s/ Duncan McLaughlin       |   | Vice Chairman of the Board of Directors          |   | May 19, 2020 |
| Duncan McLaughlin                |   |                                             |   |         |
|                             |   |                                             |   |         |
| /s/ Scott C. Penwell        |   | Director                                         |   | May 19, 2020 |
| Scott C. Penwell                 |   |                                             |   |         |
|                             |   |                                             |   |         |
| /s/ Matthew T. Popoli       |   | Chairman of the Board of Directors               |   | May 19, 2020 |
| Matthew T. Popoli                |   |                                             |   |         |
|                             |   |                                             |   |         |
| /s/Jack Sun                      |   | Director                                         |   | May 19, 2020 |
| Jack Sun                         |   |                                             |   |         |
|                             |   |                                             |   |         |
| /s/ Donovan C. Augustin     |   | Chief Financial Officer                          |   | May 19, 2020 |
| Donovan C. Augustin              |   | (Principal Financial Officer)                    |   |         |