UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2015

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LIFE PARTNERS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (254) 751-7797

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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):

On February 2, 2015, Nasdaq notified Life Partners Holdings, Inc. (the “Company”) that based upon the closing bid price for the previous 30 consecutive business days, the Company no longer met the requirement to maintain a minimum bid price of $1 per share as required by Rule 5450(a)(1) of the Nasdaq’s Listing Rules (the “Rules”). However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance under Rule 5810(c)(3)(A).

If at any time during this 180 day period the closing bid price of the Company’s common stock is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and this matter will be closed.

In the event the Company does not regain compliance with Rule 5450(a)(1) by August 3, 2015, the expiration date of the compliance period, the Company may be eligible for additional time. The Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. As part of its review process, Nasdaq Staff will make a determination of whether it believes the Company will be able to cure this deficiency. Should the Staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a transfer application or make the required representation, Nasdaq will provide notice that the Company’s common stock will be subject to delisting.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options to regain compliance with minimum bid price requirement under the Rules. However, there can be no assurance that the registrant will be able to regain compliance with Rules.

On February 4, 2015, the Company issued a press release relating to the notice, a copy of which is attached hereto as Exhibit 99.1.

SIGNATURE

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.

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