Item 8.01 Other Events
Due to the outbreak of, and local, state and federal governmental responses to,
the COVID-19 coronavirus pandemic, Positive Physicians Holdings, Inc. (the
"Company") is filing this Current Report on Form 8-K to report that it will be
relying on an order issued by the Securities and Exchange Commission (the "SEC")
on March 25, 2020 (which extended and superseded a prior order issued on March
4, 2020), pursuant to Section 36 of the Securities Exchange Act of 1934, as
amended (Release No. 34-88465) (the "Order") modifying exemptions from the
reporting and proxy delivery requirements for public companies. The Order allows
a registrant to delay the filing of certain reports required to be filed with
the SEC, including its Proxy Statement for the year ended December 31, 2019, up
to an additional 45 days after the original due date if a registrant's ability
to file such report timely is affected due to 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
difficulties in maintaining operational continuance during remote operations
required by illness, social quarantining, and work from home orders currently in
force. 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 required proxy statement
disclosures by their April 29, 2020 due date.
As a result, the Company is relying on the Order and delaying the filing of the
related disclosures. The Company expects to file the required proxy statement
disclosures by no later than June 12, 2020, 45 days after the original due date
of its Proxy Statement.
The effect of the COVID-19 pandemic on our operations could have a material
adverse effect on our business, financial condition, results of operations, or
cash flows.
The World Health Organization has declared the outbreak of COVID-19, which began
in December 2019, a pandemic and the U.S. federal government has declared it a
national emergency. Our business and operations could be materially and
adversely affected by the effects of COVID-19. The global spread of COVID-19 has
already created significant volatility, uncertainty and economic disruption in
the markets in which we operate. Governments, public institutions, and other
organizations in countries and localities where cases of COVID-19 have been
detected are taking certain emergency measures to mitigate its spread, including
implementing travel restrictions and closing factories, schools, public
buildings, and businesses. While the full impact of this outbreak is not yet
known, we are closely monitoring the spread of COVID-19 and continually
assessing its potential effects on our business.
As the result of current restrictions put in place to address COVID-19 and the
related economic downturn, the Company has experienced business disruptions
including, but not limited to, office closures and difficulties in maintaining
operational continuance during remote operations required by illness, social
quarantining, and work from home orders currently in force. The extent to which
our results continue to be affected by COVID-19 will largely depend on future
developments which cannot be accurately predicted, including the duration and
scope of the pandemic, governmental and business responses to the pandemic and
the impact on the global economy. While these factors are uncertain, the
COVID-19 pandemic or the perception of its effects could continue to have a
material adverse effect on our business, financial condition, results of
operations, or cash flows.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements and
information within the meaning of the federal securities laws regarding the
Company and its businesses. Such statements are based on the current
expectations, estimates, projections, and assumptions made by management. The
words "anticipate," "expect," "believe," "may," "should," "estimate," "project,"
"outlook," "forecast" or similar words are used to identify such forward looking
information. The forward-looking events and circumstances discussed in this
report may not occur and could differ materially as a result of known and
unknown risk factors and uncertainties affecting the Company, including risks
regarding the effects and duration of the COVID-19 pandemic, the insurance
industry, economic factors, and the equity markets generally and the other risk
factors discussed in the "Risk Factors" section of the
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Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018
and subsequent periodic reports. Many of these uncertainties and risks are
difficult to predict and beyond management's control. No forward-looking
statement can be guaranteed. Except as required by applicable securities laws,
forward-looking statements speak only as of the date on which they are made, and
the Company and its subsidiaries undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information,
future events, or otherwise.
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