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 (Date of earliest event reported): February 28, 2018

 

 

 

1347 PROPERTY INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36366   46-1119100
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

1511 N. Westshore Blvd., Suite 870, Tampa, FL 33607

(Address of principal executive offices, including Zip Code)

 

(813) 579-6213

(Registrant’s telephone number, including area code)

 

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:

 

[  ] 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))

 

Indicate by check mark weather 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 Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company [X]

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 28, 2018, 1347 Property Insurance Holdings, Inc. (the “Company”) filed a Certificate of Elimination to its Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Company’s Series B Preferred Stock. No shares of the Series B Preferred Stock are outstanding and none will be issued subject to its Certificate of Designations. All shares that were designated as Series B Preferred Stock have been returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series. A copy of the Certificate of Elimination is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Item 8.01 Other Items.

 

Completion of Offering

 

On February 28, 2018, the Company issued a press release announcing the completion of its underwritten public offering (the “Offering”) of 640,000 shares of the Company’s new series of preferred stock designated as 8.00% Cumulative Preferred Stock, Series A, par value $25.00 per share (the “Preferred Stock”). In addition, the Company granted the underwriters a 30-day over-allotment option to purchase up to an additional 96,000 shares of Preferred Stock. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Completion of Repurchase of Series B Preferred Stock

 

On February 28, 2018, the Company completed the previously announced repurchase of the 60,000 shares of Series B Preferred Stock from IWS Acquisition Corporation, which represented all of the outstanding shares of Series B Preferred Stock. The Company used $1.5 million of the net proceeds from the Offering to complete the repurchase of the shares.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1  

Certificate of Elimination of 1347 Property Insurance Holdings, Inc.

     
99.1   Press Release, dated February 28, 2018.

 

 
 

 

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.

 

Date: February 28, 2018

 

  1347 PROPERTY INSURANCE HOLDINGS, INC.
   
  By: /s/ John S. Hill
    John S. Hill
    Vice President, Chief Financial Officer and Secretary

 

 
 

 

Exhibit 3.1

CERTIFICATE OF ELIMINATION
OF THE
CERTIFICATE OF DESIGNATIONS
OF
SERIES B PREFERRED STOCK
OF
1347 PROPERTY INSURANCE HOLDINGS, INC.

 

(Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware)

 

1347 Property Insurance Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Company ”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “ DGCL ”), hereby certifies as follows:

 

FIRST : Pursuant to the authority granted to the Board of Directors of the Company (the “ Board ”) pursuant to the Company’s Certificate of Incorporation (as amended and restated, the “ Certificate of Incorporation ”) and Section 151(g) of the DGCL, the Board previously authorized the issuance of, and established, the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations and restrictions of 120,000 shares of Series B Preferred Stock, par value $25.00 per share (the “ Series B Preferred Stock ”), as evidenced by the Certificate of Designations with respect to such Series B Preferred Stock filed with the Secretary of State of the State of Delaware on February 24, 2015 (the “ Series B Certificate of Designations ”).

 

SECOND : No shares of Series B Preferred Stock are outstanding and none will be issued subject to the Series B Certificate of Designations governing such Series B Preferred Stock.

 

THIRD : The Board has duly adopted the following resolutions approving the elimination of the Series B Preferred Stock, which resolutions remain in full force and effect as of the date hereof:

 

RESOLVED , that none of the authorized shares of Series B Preferred Stock are outstanding and none will be issued subject to the Series B Certificate of Designations;

 

FURTHER RESOLVED , that the Authorized Officers (as defined below) be, and each of them hereby is, authorized and directed in the name and on behalf of the Company to file a Certificate of Elimination with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the DGCL, substantially in the form provided to the Board, setting forth a copy of these resolutions (the “ Certificate of Elimination ”);

 

FURTHER RESOLVED , that when the Certificate of Elimination setting forth these resolutions becomes effective, it shall have the effect of eliminating from the Certificate of Incorporation all matters set forth in the Series B Certificate of Designations with respect to the Series B Preferred Stock and all of the shares that were designated as Series B Preferred Stock shall be returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series;

 

FURTHER RESOLVED , that the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, the Secretary and the Controller and Assistant Secretary of the Company be, and the same hereby are, designated as the “Authorized Officers” for all purposes of these resolutions (individually, an “ Authorized Officer ” and collectively, the “ Authorized Officers ”), and each such Authorized Officer, acting alone and requiring no other signature by any of the other Authorized Officers, be, and hereby is, authorized, empowered and directed to exercise all the powers and responsibilities of the Authorized Officers as set forth in these resolutions; and

 

FURTHER RESOLVED , that the Authorized Officers be, and each of them individually hereby is, authorized and directed in the name and on behalf of the Company to take all other actions and to execute and deliver such other documents, in addition to those set forth in the foregoing resolutions, as they may deem necessary or advisable in order to effect the purposes of the foregoing resolutions, and that all such actions heretofore so taken be, and they hereby are, in all respects ratified, confirmed and approved.

 

FOURTH : Pursuant to the provisions of Section 151(g) of the DGCL, all matters set forth in the Series B Certificate of Designations with respect to the Series B Preferred Stock are hereby eliminated from the Certificate of Incorporation, and the shares that were designated as Series B Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series.

 

1

 

 

IN WITNESS WHEREOF , the Company has caused this Certificate of Elimination to be signed by its duly authorized officer on the 28th day of February.

 

  1347 PROPERTY INSURANCE HOLDINGS, INC.
   
  By: /s/ Douglas N. Raucy
  Name: Douglas N. Raucy
  Title: President and Chief Executive Officer

 

2

 

 

 

 

 

 

 

1347 Property Insurance Holdings, Inc.

Announces Closing of Public Offering of 8.00% Cumulative Preferred Stock, Series A

 

Tampa, FL – February 28, 2018 – 1347 Property Insurance Holdings, Inc. (Nasdaq: PIH) announced today that it has closed its previously announced public offering of 640,000 shares of 8.00% Cumulative Preferred Stock, Series A (“Cumulative Preferred Stock”), at a price of $25.00 per share, for aggregate net proceeds of approximately $14.9 million after deducting the underwriting discount and the Company’s estimated expenses. In addition, 1347 Property Insurance Holdings has granted the underwriters a 30-day option to purchase up to an additional 96,000 shares of Cumulative Preferred Stock.

 

The Company has filed an application to list the shares of Cumulative Preferred Stock on the Nasdaq Stock Market under the symbol “PIHPP”. If the application is approved, trading is expected to commence within 30 days.

 

1347 Property Insurance Holdings intends to use the net proceeds of the offering to support organic growth, including spending for business development, sales and marketing and working capital, future potential acquisition opportunities, and to repurchase its Series B Preferred Stock from IWS Acquisition Corporation, an affiliate of Kingsway Financial Services, Inc.

 

Boenning & Scattergood, Inc. acted as sole book-running manager, and American Capital Partners, LLC and Joseph Gunnar & Co., LLC acted as co-managers for the offering.

 

The offering was made under an effective registration statement filed with the Securities and Exchange Commission (“SEC”).

 

A copy of the prospectus for the offering may be obtained from:

 

Boenning & Scattergood, Inc.

Attention: Prospectus Department

Four Tower Bridge, Suite 300

200 Barr Harbor Drive

West Conshohocken, PA 19428

Telephone: (800) 883-1212

Email: Syndicate@Boenninginc.com

 

You may also obtain a copy of the prospectus free of charge through the SEC’s website, www.sec.gov, under the registrant’s name “1347 Property Insurance Holdings.”

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

 
 

 

 

About 1347 Property Insurance Holdings, Inc.

 

1347 Property Insurance Holdings, Inc. is a specialized property and casualty insurance holding company incorporated in Delaware. The Company provides property and casualty insurance in Louisiana and Texas through its wholly-owned subsidiary Maison Insurance Company (“Maison”). Maison was recently licensed in the State of Florida and began covering risks in the state via the assumption of policies from Florida Citizens Property Insurance Corporation on December 19, 2017. The Company’s insurance offerings currently include homeowners, wind and hail only, manufactured home and dwelling fire policies.

 

Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of federal securities laws, including statements related to the timing and consummation of the offering of the preferred stock and the expected use of the net proceeds therefrom. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and other similar expressions to identify forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. Although we believe that the plans, objectives, expectations, and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements express or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations, and prospects will be achieved.

 

Important factors that may impact any offering and cause our actual results to differ materially from the results contemplated by the forward looking statements are contained in the registration statement for the offering, in Item 1A. Risk Factors and elsewhere on the Company’s Form 10-K for the year ended December 31, 2016 and in our subsequent filings with the SEC. These factors include, among others, the following: (i) our limited operating history and status as an emerging growth company; (ii) lack of future opportunities to participate in take-out programs; (iii) the level of demand for our coverage and the incidence of catastrophic events related to such coverage, including the impact of climate change and our lack of geographic diversification; (iv) our ability to successfully implement our business strategy and expand our operations, including through acquisitions and development of new products; (v) changes in general economic, business, and industry conditions, including cyclical changes in the insurance industry; (vi) our ability to grow and remain profitable in the competitive insurance industry, including our lack of a rating from A.M. Best; (vii) legal, regulatory, and tax developments, including the effects of emerging claim and coverage issues and increased litigation against the insurance industry; (viii) legal actions brought against us; (ix) damage to our reputation; (x) adequacy of our insurance reserves; (xi) availability of reinsurance and ability of reinsurers to pay their obligations; (xii) the failure of our risk mitigation strategies or loss limitation methods; (xiii) our reliance on independent agents to write our insurance and other third parties; (xiv) our ability to maintain our public company status, exchange listing and effective internal control systems; (xv) potential conflicts of interest due to our affiliation with KFSI; (xvi) data security breaches and other factors affecting our information technology systems; (xvii) our ability to attract and retain qualified employees, independent agents and brokers; (xviii) our ability to meet our obligations or obtain additional capital on favorable terms, or at all; (xix) our ability to accurately price the risks that we underwrite; and (xx) restrictions on the use of our net operating loss carryforwards.

 

We disclaim any obligation to update or revise any forward-looking statements as a result of new information, future events, or for any other reason.

 

CONTACT: -OR- INVESTOR RELATIONS:
1347 Property Insurance Holdings, Inc.   The Equity Group Inc.
Douglas N. Raucy   Jeremy Hellman, CFA
Chief Executive Officer   Senior Associate
(813) 579-6210 / draucy@maisonins.com   (212) 836-9626 / jhellman@equityny.com