DOMA HOLDINGS, INC. FILES (8-K) Disclosing Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
"Notice") from the
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
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
average closing share price of at least
ending on the last trading day of that month. If the Company is unable to regain
compliance with the
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
following 30 trading days.
Item 7.01 Regulation FD Disclosure
On
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
York Stock Exchange
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,
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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
with the
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 Exhibit No. 99.1* Press Release Dated August 4 , 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Furnished herewith 3
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