UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC File Number: 000-03722
CUSIP Number: 048209100
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(Check One):
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☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
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For Period Ended: December
31, 2022
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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For the Transition Period Ended:
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Nothing in
this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification
relates:
PART
I
REGISTRANT INFORMATION
Atlantic American Corporation
Full
Name of Registrant
Former Name if Applicable
4370
Peachtree Road, N.E.
Address of Principal Executive Office (Street and Number)
Atlanta, Georgia 30319
City,
State and Zip Code
PART
II
RULES
12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate.)
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☒
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(a)
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The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
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(b)
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The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form
N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date; and
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(c)
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The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
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PART
III
NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time
period.
Atlantic American Corporation
(the “Company”) is unable to file its Annual Report on Form 10-K
for the year ended December 31, 2022 (the “Form 10-K”) within the
prescribed time period without unreasonable effort or expense. The
Company requires additional time to finalize its actuarial
valuation procedures and related financial statement balances
within the Company’s life and health segment as a result of a
change in the systems used to calculate those valuations which was
implemented during 2022.
PART
IV
OTHER
INFORMATION
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Name and telephone number of person to contact in regard to
this notification
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J.
Ross Franklin
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(404)
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266-5500
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(Name)
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(Area
Code)
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(Telephone Number)
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| (2) |
Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify report(s).
☒ Yes ☐ No
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| (3) |
Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof? ☐ Yes ☒ No
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
Not applicable.
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Forward-looking
statements are all statements other than those of historical fact
and are inherently subject to risks and uncertainties that could
cause actual results to differ materially. These forward-looking
statements include, without limitation, statements regarding the
Company’s expectations as to the timing of the filing of the Form
10-K and its expectations with respect to the results of operations
to be set forth in the Form 10-K. These statements are based on
various assumptions, whether or not identified in this document,
and on the current expectations of the Company’s management and are
not guarantees of actual performance. Factors that could cause
actual results to differ materially from the results expressed or
implied by such forward-looking statements include, among others,
the results of the Company’s financial reporting procedures and the
possibility of adjustments in our financial reporting process
generally. There may be additional risks that the Company does not
presently know or that the Company currently believes are
immaterial that could also cause actual results to differ from
those expressed in or implied by these forward-looking statements.
In addition, forward-looking statements reflect the Company’s
expectations as of the date of this document. The Company
undertakes no obligation to update or revise any forward-looking
statements contained herein, except as may be required by law.
Accordingly, undue reliance should not be placed upon these
forward-looking statements.
Atlantic American Corporation
(Name
of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: April 3, 2023
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By:
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J. Ross Franklin
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Vice President and Chief Financial Officer
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