Current Report Filing (8-k)
October 13 2020 - 5:27PM
Edgar (US Regulatory)
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): October 5, 2020
Unico American Corporation
(Exact Name of Registrant as Specified
in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-03978
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95-2583928
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(Commission File Number)
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(IRS Employer Identification No.)
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|
|
|
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26050 Mureau Road
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Calabasas, California
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91302
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(Address of Principal Executive Offices)
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(Zip Code)
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(818) 591-9800
(Registrant's Telephone Number, Including
Area Code)
(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))
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, No Par Value
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UNAM
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Nasdaq Global Market
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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 8.01 Other Events.
On August 10, 2020,
Cary L. Cheldin and Unico American Corporation (the “Company”) entered into a Letter Agreement setting forth the details
of Mr. Cheldin’s retirement and departure from the Company (the “Letter Agreement”). The Letter Agreement,
among other things, provided Mr. Cheldin the option, exercisable on or before September 9, 2020, to require the Company to purchase
all shares of the Company’s common stock held by Mr. Cheldin as of August 10, 2020 (the “Shares”) at a purchase
price of $5.00 per share. Mr. Cheldin exercised such option on September 4, 2020. The Letter Agreement, among other things, provided
the Company the right to substitute a third party for the Company’s obligation to purchase all or a portion of the Shares,
at the sole discretion of the Company.
On
October 5, 2020, the Company assigned its rights and obligations under the Letter Agreement to purchase all of the Shares to Ambina
Unico Holdings, LLC (“Ambina”), and Ambina subsequently completed the purchase of all of the Shares from Mr. Cheldin.
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: October 13, 2020
By: /s/ Michael Budnitsky
Name: Michael Budnitsky
Title: Treasurer, Chief Financial
Officer and Secretary
Unico American (NASDAQ:UNAM)
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