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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (date of earliest event reported): August 1,
2022
(Exact name of Registrant, as specified in its
charter)
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Delaware |
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001-39754 |
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84-1956909 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
101 Mission Street, Suite 740
San Francisco, California 94105
(Address of principal executive offices) (Zip code)
650-419-3827
(Registrant's telephone number, including area code)
Not Applicable
(Former name or 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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock, par value $0.0001 per share |
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DOMA |
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The New York Stock Exchange |
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Warrants to purchase common stock |
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DOMA.WS |
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The New York Stock Exchange |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On August 1, 2022, Doma Holdings, Inc. (the “Company”) received
notice (the “Notice”) from the New York Stock Exchange (the “NYSE”)
that it was not in compliance with the continued listing standard
set forth in Section 802.01C of the NYSE’s Listed Company Manual
(“Section 802.01C”) because the average closing price of the
Company’s common stock (the “Common Stock”) was less than $1.00 per
share over a consecutive 30 trading-day period. The Notice has no
immediate impact on the listing of the Common Stock on the NYSE,
subject to the Company’s compliance with the NYSE’s other continued
listing requirements.
Pursuant to Section 802.01C, the Company has a period of six months
following the receipt of the Notice to regain compliance with the
minimum share price requirement. The Company may regain compliance
at any time during the six-month cure period if on the last trading
day of any calendar month during the cure period the Common Stock
has a closing share price of at least $1.00 and an average closing
share price of at least $1.00 over the 30 trading-day period ending
on the last trading day of that month. If the Company is unable to
regain compliance with the $1.00 share price rule within this
period, the NYSE will initiate procedures to suspend and delist the
Common Stock. Section 802.01C also provides for an exception to the
six-month cure period if the action required to cure the price
condition requires stockholder approval, as would be the case to
effectuate a reverse stock split, in which case the action needs to
be approved by no later than the Company’s next annual meeting of
stockholders, and the price condition will be deemed cured if the
price of the Common Stock promptly exceeds $1.00 per share and the
price remains above that level for at least the following 30
trading days.
Section 802.01C requires the Company to notify the NYSE, within 10
business days of receipt of the Notice, of its intent to cure this
deficiency. The Company intends to notify the NYSE of its intent to
regain compliance with the requirements of Section 802.01C by
implementing a reverse stock split, subject to approval by the
Company’s board of directors and the stockholders at the next
annual meeting of stockholders, if the Company does not achieve an
accelerated cure prior to the cure deadline.
The Notice does not affect the Company’s business operations or its
reporting obligations with the Securities and Exchange Commission,
and it does not conflict with or cause an event of default under
any of the Company's material debt or other
agreements.
Item 7.01 Regulation FD Disclosure
On August 4, 2022, the Company issued a press release related to
the foregoing. The press release is furnished as Exhibit 99.1 and
incorporated by reference herein.
The information contained in Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1, is being furnished and shall not
be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that Section and shall not be
incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such
filing.
Forward-Looking Statements Legend
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target" or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. The
absence of these words does not mean that a statement is not
forward-looking. Such statements are based on the beliefs of, as
well as assumptions made by information currently available to Doma
management.
These forward-looking statements include, but are not limited to,
statements regarding the ability to maintain the listing of Doma’s
common stock on the New York Stock Exchange, obtaining approval for
a reverse stock split and the potential benefits of the
transactions described herein. These statements are based on
various assumptions, whether or not identified in this Current
Report, and on the current expectation of Doma’s management and are
not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict, will differ from assumptions
and are beyond the control of Doma.
These forward-looking statements are subject to a number of risks
and uncertainties, including changes in business, market,
financial, political and legal conditions; risks relating to the
uncertainty of the projected financial information with respect to
Doma; future global, regional or local economic, political, market
and social conditions, including due to the COVID-19 pandemic; the
development, effects and enforcement of laws and regulations,
including with respect to the title insurance industry; Doma’s
ability to manage its future growth or to develop or acquire
enhancements to its platform; the effects of competition on Doma’s
future business; the outcome of any potential litigation,
government and regulatory proceedings,
investigations and inquiries; and those other factors described in
Part I, Item 1A - “Risk Factors” of our Annual Report on Form 10-K
for the year ended December 31, 2021 and any subsequent reports
filed by Doma from time to time with the U.S. Securities and
Exchange Commission (the “SEC”).
If any of these risks materialize or Doma’s assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that Doma does not presently know or that Doma
currently believes are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Doma’s
expectations, plans or forecasts of future events and views as of
the date of this Current Report. Doma anticipates that subsequent
events and developments will cause Doma’s assessments to change.
However, while Doma may elect to update these forward-looking
statements at some point in the future, Doma specifically disclaims
any obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as
representing Doma’s assessment as of any date subsequent to the
date of this Current Report. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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99.1* |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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*Furnished herewith
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: August 4, 2022
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By: |
/s/ Eric Watson |
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Name: |
Eric Watson |
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Title: |
General Counsel & Secretary |
Capitol Investment Corp V (NYSE:CAP)
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Capitol Investment Corp V (NYSE:CAP)
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