Federal Life Group, Inc. Announces Voluntary Delisting from the Nasdaq Capital Market
March 25 2019 - 3:00PM
Federal Life Group, Inc. (the “Company”) (Nasdaq: FLF), the holding
company of Federal Life Insurance Company, today announced that it
has given formal notice to the Nasdaq Stock Market of its intention
to voluntarily delist its common stock from the Nasdaq Capital
Market and to deregister its common stock under Section 12(b) of
the Securities Exchange Act of 1934 (the “Exchange Act”). The
Company currently anticipates that it will file with the Securities
and Exchange Commission (the “SEC”) a Form 25, Notification of
Removal of Listing and/or Registration Under Section 12(b) the
Exchange Act, relating to the delisting and deregistration on or
about April 4, 2019, with the delisting of its common stock taking
effect no earlier than ten days thereafter. As a result, the
Company expects that the last trading day of its common stock on
the Nasdaq Capital Market will be on or about April 15, 2019.
Following the delisting, the Company anticipates
that its common stock will be quoted on the OTC Pink Open Market
(the “Pink Sheets”), a centralized electronic quotation service for
over-the-counter securities, so long as market makers demonstrate
an interest in trading in the Company’s common stock. The Company
intends to request to retain the trading symbol “FLF.” However, the
Company can give no assurance that trading in its common stock will
continue on the Pink Sheets or any other securities exchange or
quotation medium.
Further, on or about April 15, 2019, the Company
intends to file a Form 15 with the SEC to suspend the Company's
reporting obligations under Section 15(d) of the Exchange Act.
The Company’s Form S-1, declared effective by
the SEC on November 6, 2018, relating to the Company’s initial
public offering discussed the additional financial, reporting and
corporate governance requirements associated with being a listed,
reporting company, and the significant commitment of additional
expense and other resources that would be required. The disclosure
went on to state that, as a result, the Company and the standby
purchaser of shares would likely seek to delist the Company’s
shares from Nasdaq and end the Company’s reporting obligations
under the Exchange Act. In line with this disclosure, after review
and careful consideration of the administrative burden and costs
and benefits of being a listed, reporting company, the Company has
made the decision to delist its common stock and suspend its
reporting obligations under the Exchange Act. The savings derived
from this change are expected to be financially meaningful.
Forward-Looking Statements
When used in this Press Release, the words or
phrases "intends," “anticipates,” “expected to be” or similar
expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and
uncertainties including, but not limited to, changes in economic
conditions in the Company's market area, changes in policies by
regulatory agencies, fluctuations in interest rates, competition
that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected,
and other risks described in the Company's filings with the
Securities and Exchange Commission. The Company cautions readers
not to place undue reliance on any such forward-looking statements,
which speak only as of the date made. The Company advises readers
that the factors listed above could affect the Company's financial
performance and could cause the Company's actual results for future
periods to differ materially from any opinions or statements
expressed with respect to future periods in any current statements.
The Company does not undertake, and specifically disclaims any
obligation, to publicly release the result of any revision which
may be made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
Contact:
William S. AustinPresident
and Chief Executive Officer(847)
520-1900
Federal Life (CE) (USOTC:FLFG)
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