UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 30, 2015
DCP Holding Company
(Exact name of registrant as specified in its charter)
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Ohio |
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0-51954 |
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20-1291244 |
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(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) | ||
| 100 Crowne Point Place, Sharonville, Ohio | 45241 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (513) 554-1100
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):
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☐ |
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)) |
ITEM 3.02 Unregistered Sales of Equity Securities
On November 30, 2015, DCP Holding Company (the “Company”) accepted subscriptions for the purchase of an aggregate of 240 Class B Redeemable Common Shares (“Class B Shares”) and 70 Class C Redeemable Common Shares (“Class C Shares” and collectively with the Class B Shares, the “Shares”) at a price per Share of $1,015.13 (the “November Sales”). The Shares have been offered in unregistered private placements, exempt from registration under Rule 506 of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Shares were sold to persons the Company believes are “accredited investors,” as that term is defined in Section 501(a) of Regulation D promulgated under the Securities Act. The price per share for the Shares represents the Company’s book value per share as of the last day of the month preceeding the month in which the subscription was delivered to and accepted by the Company. The aggregate price paid for the Shares for the November Sales is $314,690.30. J.J.B. Hilliard, W.L. Lyons, LLC (“Hilliard Lyons” or the “Placement Agent”) is entitled to receive a placement agent fee equal to between 4% and 6% of the sale price for each Share sold. The placement agent fee paid by the Company to the Placement Agent for the November Sales was $13,602.74.
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.
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DCP Holding Company |
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Date: December 17, 2015 |
/s/ Robert C. Hodgkins, Jr. | ||
| Robert C. Hodgkins, Jr. | |||
| Vice President and Chief Financial Officer | |||