Mga Batayang Estadistika
| CIK | 1752039 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Positive Physicians Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38814 POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as sp |
|
| August 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38814 Positive Physicians Holdings, Inc. |
|
| August 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIESEXCHANGEACTOF 1934. Commission File Number 001-38814 POSITIVE PHYSICIANS HOLDINGS, INC., The Nasdaq Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or regis |
|
| July 27, 2020 |
Financial Statements and Exhibits 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 July 27, 2020 Date of Report (Date of earliest event reported) POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-38814 83-0824448 (State or other jurisdiction (Commission (IRS |
|
| July 27, 2020 |
Positive Physicians Holdings, Inc. Announces Voluntary Delisting from the Nasdaq Capital Market Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE Positive Physicians Holdings, Inc. Announces Voluntary Delisting from the Nasdaq Capital Market Berwyn, Pennsylvania, July 27, 2020. Positive Physicians Holdings, Inc. (the “Company”) (Nasdaq: PPHI), the holding company of Positive Physicians Insurance Company, today announced that it has given formal notice to the Nasdaq Stock Market of its intenti |
|
| June 26, 2020 |
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 June 26, 2020 (June 24, 2020) Date of Report (Date of earliest event reported) POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-38814 83-0824448 (State or other jurisdiction ( |
|
| June 22, 2020 |
10-Q 1 pphi-10q20200331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F |
|
| May 21, 2020 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K 1 pphi-8k20200518.htm 8-K 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 May 21, 2020 (May 18, 2020) Date of Report (Date of earliest event reported) POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-38814 83-0824448 (S |
|
| May 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-388 |
|
| May 15, 2020 |
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 May 15, 2020 Date of Report (Date of earliest event reported) POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-38814 83-0824448 (State or other jurisdiction (Commission (IRS E |
|
| May 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38814 POSITIVE PHYSIC |
|
| May 14, 2020 |
Subsidiaries of Positive Physicians Holdings, Inc. Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Company State of Organization Percentage of Equity Owned Directly or Indirectly Positive Physicians Insurance Company Pennsylvania 100% Positive Physicians Captive Insurance Company New Jersey 100% |
|
| April 29, 2020 |
8-K 1 pphi-8k20200429.htm 8-K 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 April 29, 2020 Date of Report (Date of earliest event reported) POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-38814 83-0824448 (State or other |
|
| March 30, 2020 |
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 March 25, 2020 Date of Report (Date of earliest event reported) POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-38814 83-0824448 (State or other jurisdiction (Commission (IRS |
|
| February 14, 2020 |
PPHI / POSITIVE PHYSICIANS HOLDINGS,INC. / Enstar Group LTD - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* POSITIVE PHYSICIANS HOLDINGS, INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 73740G106 (CUSIP Number) Guy Bowker c/o Enstar Group Limited P.O. Box HM 2267, Windsor Place 3rd Floor 22 Queen Street Hamilton HM JX Bermuda (441 |
|
| November 14, 2019 |
PPHI / POSITIVE PHYSICIANS HOLDINGS,INC. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38814 Positive Physicians Holdings, Inc. |
|
| October 15, 2019 |
Financial Statements and Exhibits 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 October 11, 2019 Date of Report (Date of earliest event reported) POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-38814 83-0824448 (State or other jurisdiction (Commission (I |
|
| October 15, 2019 |
Exhibit 10.1 POSITIVE PHYSICIANS HOLDINGS, INC. 850 Cassatt Road Suite 220 Berwyn, PA 19312 September 5, 2019 Mr. Donovan Augustin, CPA 402 Glendale Road Collegeville, PA 19426 Dear Donovan, On behalf of Positive Physicians Holdings, Inc. (“PPHI”), Positive Physicians Insurance Company (“PPIC”) and Diversus Inc. (“Diversus”) (collectively PPHI, PPIC and Diversus are referred to as the “Company”), |
|
| October 2, 2019 |
Exhibit 10.1 NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN POSITIVE PHYSICIANS HOLDINGS, INC. AND LEWIS SHARPS, MD. THIS AGREEMENT, dated September 27, 2019, is made by and between Positive Physicians Holdings, Inc., a Pennsylvania corporation (the “Company”) and Lewis Sharps, MD, (“Optionee”), President and CEO of the Company. WHEREAS, the Company owns all of the issued and outstanding capital sto |
|
| October 2, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 September 27, 2019 Date of Report (Date of earliest event reported) POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-38814 83-0824448 (State or other jurisdiction (Commission |
|
| October 2, 2019 |
Exhibit 99.1 Press Release September 30, 2019 Positive Physicians Holdings, Inc. Grants Stock Options to Chief Executive Officer Berwyn, PA, September 30, 2019 /PRNewswire/ - - On September 27, 2019, Positive Physicians Holdings, Inc. (Nasdaq: PPHI) (the “Company”) granted options to purchase 216,930 shares of its common stock to Lewis S. Sharps, M.D., President and Chief Executive Officer of the |
|
| August 14, 2019 |
PPHI / POSITIVE PHYSICIANS HOLDINGS,INC. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38814 Positive Physicians Holdings, Inc. |
|
| June 28, 2019 |
PPHI / POSITIVE PHYSICIANS HOLDINGS,INC. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38814 Positive Physicians Holdings, Inc. |
|
| May 28, 2019 |
Positive Physicians Holdings, Inc. Receives NASDAQ Letter Exhibit 99.1 Positive Physicians Holdings, Inc. Receives NASDAQ Letter Berwyn, PA, May 28, 2019 /PRNewswire/ - - On May 21, 2019, Positive Physicians Holdings, Inc. (Nasdaq: PPHI) (the “Company”) received, as expected, a formal notification from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with the requirements for contin |
|
| May 28, 2019 |
Financial Statements and Exhibits, Other Events 8-K 1 pphi-8k20190528.htm 8-K 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 May 28, 2019 Date of Report (Date of earliest event reported) POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-38814 83-0824448 (State or other j |
|
| May 13, 2019 |
PPHI / POSITIVE PHYSICIANS HOLDINGS,INC. NT 10-Q NT 10-Q NT 10-Q 1 pphi-nt10q20190331.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repo |
|
| April 24, 2019 |
PPHI / POSITIVE PHYSICIANS HOLDINGS,INC. 10-K (Annual Report) FORM 10-K Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| April 24, 2019 |
EX-10.10 Exhibit 10.10 Execution Copy LOAN AGREEMENT THIS LOAN AGREEMENT is dated as of March 29, 2019 (this agreement, together with all amendments and restatements hereto, this “Agreement”), between DIVERSUS, INC., a Delaware corporation (“Borrower”), and POSITIVE PHYSICIANS HOLDINGS, INC., a Pennsylvania corporation (“Lender”). RECITALS: Borrower desires to obtain the Loan (defined below) from |
|
| April 24, 2019 |
Subsidiaries of Positive Physicians Holdings, Inc. EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT Company State of Organization Percentage of Equity Owned Directly or Indirectly Positive Physicians Insurance Company Pennsylvania 100% |
|
| April 24, 2019 |
EX-10.6 Exhibit 10.6 Execution Copy OPTION AGREEMENT This OPTION AGREEMENT (this “Agreement”) is entered into as of March 27, 2019, among Insurance Capital Group, LLC, a Delaware limited liability company (“ICG”), Diversus, Inc., a Delaware corporation (“Diversus”), Positive Physicians Holdings, Inc., a Pennsylvania corporation (“Positive”), and the additional parties who have executed this Agreem |
|
| April 24, 2019 |
EX-10.7 Exhibit 10.7 Execution Copy MANAGEMENT SERVICES AGREEMENT MANAGEMENT SERVICES AGREEMENT (this “Agreement”) made as of March 27, 2019 (the “Effective Date”), between POSITIVE PHYSICIANS HOLDINGS, INC., a Pennsylvania corporation (“Holdings”), and DIVERSUS MANAGEMENT, INC., a Pennsylvania corporation (“Diversus”). W I T N E S S E T H: WHEREAS, Holdings is the parent company of Positive Physi |
|
| April 24, 2019 |
EX-10.1 Exhibit 10.1 Execution Copy MANAGEMENT AGREEMENT MANAGEMENT AGREEMENT (this “Agreement”) made as of March 27, 2019 (the “Effective Date”), between POSITIVE PHYSICIANS INSURANCE COMPANY, a Pennsylvania stock insurance company (“Positive”), and its parent POSITIVE PHYSICIANS HOLDINGS, INC., a Pennsylvania corporation (“Holdings”), solely with respect to Section 1 and Section 12 (Positive and |
|
| April 24, 2019 |
Code of Ethics and Business Conduct EX-14.1 Exhibit 14.1 Positive Physicians Holdings, Inc. Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors of Positive Physicians Holdings, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent confli |
|
| April 17, 2019 |
CREDIT AGREEMENT INSURANCE CAPITAL GROUP, LLC, AS BORROWER, AS LENDER DECEMBER 6, 2018 EX-99.2 Exhibit 2 Confidential Information Redacted* CREDIT AGREEMENT BETWEEN INSURANCE CAPITAL GROUP, LLC, AS BORROWER, AND [***], AS LENDER DECEMBER 6, 2018 * As used in this Exhibit 2, [***] indicates that material has been omitted herefrom and filed separately with the United States Securities and Exchange Commission, and confidential treatment has been requested with respect to such omitted p |
|
| April 17, 2019 |
PPHI / POSITIVE PHYSICIANS HOLDINGS,INC. / Insurance Capital Group, Llc - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Positive Physicians Holdings, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 73740G106 (CUSIP Number) Matthew T. Popoli Insurance Capital Group, LLC 767 Fifth Avenue, 16th Floor New York, NY 10153 (212) 390-9400 (Na |
|
| April 17, 2019 |
EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Common Stock, no par value, of Positive Physicians Holdings, Inc. and further agree that this Joint Fi |
|
| April 11, 2019 |
Financial Statements and Exhibits, Other Events 8-K 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 April 11, 2019 Date of Report (Date of earliest event reported) POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-38814 83-0824448 (State or other jurisdiction of incorpora |
|
| April 11, 2019 |
Positive Physicians completes conversion to stock company EX-99.1 Exhibit 99.1 Positive Physicians completes conversion to stock company Insurance Capital Group leads investment in conjunction with IPO BERWYN, PA, April 11, 2019 – Positive Physicians Insurance Exchange (“PPIX”), Physicians’ Insurance Program Exchange (“PIPE”) and Professional Casualty Association (“PCA”) have completed their conversions from reciprocal insurance exchanges to stock insura |
|
| March 28, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38814 CUSIP NUMBER 73740G106 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 ☐ Transition Report on 10-K ☐ Transition Report on 20-F ☐ Transition Report on 11-K ☐ Transition Report |
|
| March 22, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 March 22, 2019 Date of Report (Date of earliest event reported) POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 333-229322 83-0824448 (State or other jurisdiction (Commission (IR |
|
| February 20, 2019 |
POSITIVE PHYSICIANS HOLDINGS, INC. Up to 4,830,000 Shares of Common Stock 424B3 1 form424b3-35804pphi.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-229322 PROSPECTUS POSITIVE PHYSICIANS HOLDINGS, INC. Up to 4,830,000 Shares of Common Stock This is the initial public offering of Positive Physicians Holdings, Inc. (“the Company”). We are offering up to 4,830,000 shares of our common stock for sale at a price of $10.00 per share in connection wi |
|
| February 14, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania (State of incorporation or organization) 100 Berwyn Park, Suite 220 850 Cassatt Road Berwyn, |
|
| January 22, 2019 |
Form of Physicians Insurance Program Exchange Subscriber Proxy Materials Exhibit 99.10 PROXY STATEMENT Your proxy, in the form enclosed, is solicited by Physicians? Insurance Program Management Company, the Attorney-in-Fact of Physicians? Insurance Program Exchange, for use at a Special Meeting of its eligible subscribers to be held on , 2018 and any adjournment of that meeting, for the purposes set forth below. The Attorney-in-Fact urges you to sign and return your pr |
|
| January 22, 2019 |
Exhibit 99.5 STOCK ORDER FORM For Internal Use Only Positive Physicians Holdings, Inc. 620 Freedom Business Center Suite 200 King of Prussia, PA 19406 Call us at 610-205-6005 BATCH # ORDER # CATEGORY REC?D O C Policy Number Policy Name Policy Address ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) by 12:00 noon, Eastern Tim |
|
| January 22, 2019 |
Exhibit 99.4 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 (202) 467-6862 October 5, 2018 Boards of Directors Physicians? Insurance Program Exchange Positive Physicians Insurance Exchange Professional Casualty Association 100 Berwyn Park 850 Cassatt Road, Suite 220 Berwyn, Pennsylvania 19312 Members of the Boards: It is the opinion of Feldman Financial Advisors, Inc., that t |
|
| January 22, 2019 |
Exhibit 99.3 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 Positive Physicians Insurance Exchange Berwyn, Pennsylvania Conversion Valuation Appraisal Report Valued as of May 1, 2018 Prepared By Feldman Financial Advisors, Inc. McLean, Virginia Exhibit 99.3 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 May 1, 2018 Board of Dire |
|
| January 22, 2019 |
Exhibit 99.18 January 11, 2019 Positive Physicians Holdings, Inc. 100 Berwyn Park, Suite 220 850 Cassatt Road Berwyn, PA 19312 Gentlemen: I hereby consent to being named as a person who will serve as a director of Positive Physicians Holdings, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in |
|
| January 22, 2019 |
Form of Lockup Agreement to be executed by Insurance Capital Group, LLC and Enstar Holdings (US) LLC Exhibit 99.15 March , 2019 Griffin Financial Group, LLC Positive Physicians Holdings, Inc. 620 Freedom Business Center 100 Berwyn Park, Suite 220 Suite 210 850 Cassatt Road King of Prussia, PA 19406 Berwyn, PA 19312 Ladies and Gentlemen: Positive Physicians Holdings, Inc. (the "Company"), is engaging in a public offering (the ?Public Offering?) of shares of the Company's common stock, no par value |
|
| January 22, 2019 |
Exhibit 2.2 PHYSICIANS? INSURANCE PROGRAM EXCHANGE AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM Adopted by the Attorney-in-Fact on September 17, 2018 PHYSICIANS? INSURANCE PROGRAM EXCHANGE AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM 1. GENERAL. Physicians? Insurance Program Exchange (?PIPE?) is a Pennsylvania domiciled reciprocal and inter-insuran |
|
| January 22, 2019 |
Subsidiaries of Positive Physicians Holdings, Inc. Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Company State of Organization Percentage of Equity Owned Directly or Indirectly None |
|
| January 22, 2019 |
Exhibit 1.1 Positive Physicians Holdings, Inc. Up to 4,830,000 Shares COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT February , 2019 Griffin Financial Group, LLC 620 Freedom Business Center 2nd Floor King of Prussia, Pennsylvania 10019 Ladies and Gentlemen: Positive Physicians Holdings, Inc., a Pennsylvania business corporation (?HoldCo?), Positive Physicians I |
|
| January 22, 2019 |
Form of Loan Agreement between Positive Physicians Holdings, Inc. and Diversus, Inc. Exhibit 10.10 Execution Copy LOAN AGREEMENT THIS LOAN AGREEMENT is dated as of [?], 2019 (this agreement, together with all amendments and restatements hereto, this ?Agreement?), between DIVERSUS, INC., a Delaware corporation (?Borrower?), and POSITIVE PHYSICIANS HOLDINGS, INC., a Pennsylvania corporation (?Lender?). RECITALS: Borrower desires to obtain the Loan (defined below) from Lender. Lender |
|
| January 22, 2019 |
Form of Professional Casualty Association Subscriber Proxy Materials Exhibit 99.9 PROXY STATEMENT Your proxy, in the form enclosed, is solicited by Professional Third Party, L.P., the Attorney-in-Fact of Professional Casualty Association, for use at a Special Meeting of the eligible subscribers of Professional Casualty Association to be held on , 2019 and any adjournment of that meeting, for the purposes set forth below. The Attorney-in-Fact urges you to sign and r |
|
| January 22, 2019 |
Exhibit 99.8 ESCROW AGREEMENT This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this ?Agreement?) is made and entered into as of February , 2019, by and among Griffin Financial Group, LLC, a Pennsylvania limited liability company (the ?Placement Agent?), Positive Physicians Holdings, Inc., a Pennsylvania corporation (the ?Company?, and together with t |
|
| January 22, 2019 |
Exhibit 99.19 January 11, 2019 Positive Physicians Holdings, Inc. 100 Berwyn Park, Suite 220 850 Cassatt Road Berwyn, PA 19312 Gentlemen: I hereby consent to being named as a person who will serve as a director of Positive Physicians Holdings, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in |
|
| January 22, 2019 |
Exhibit 99.6 [ PPHI LOGO ] QUESTIONS AND ANSWERS ABOUT OUR CONVERSIONS AND STOCK OFFERING 1 This pamphlet answers questions about the reciprocal to stock conversions of Positive Physicians Insurance Exchange, Professional Casualty Association, and Physicians? Insurance Program Exchange and the related common stock offering of Positive Physicians Holdings, Inc. ABOUT THE PLANS OF CONVERSION The res |
|
| January 22, 2019 |
Form of Proxy Card for Special Meeting of Physicians Insurance Program Exchange subscribers Exhibit 99.13 PHYSICIANS? INSURANCE PROGRAM EXCHANGE I/We hereby appoint Lewis S. Sharps, M.D. and Leslie Latta, or any one of them acting in the absence of the other, as proxyholders, each with the power to appoint his or her substitute, and hereby authorize them to represent me/us and to vote for me/us as designated on the reverse side, at the Special Meeting of Subscribers to be held on , 2019, |
|
| January 22, 2019 |
Exhibit 10.8 MEDICAL PROFESSIONAL LIABILITY EXCESS OF LOSS REINSURANCE CONTRACT EFFECTIVE: JANUARY 1, 2018 between POSITIVE PHYSICIANS INSURANCE EXCHANGE KING OF PRUSSIA, PENNSYLVANIA (hereinafter called the ?Company?) and HANNOVER RUCK SE AIIN Reference 1340125 (hereinafter called the ?Reinsurer?) Under the terms of this Contract the above Reinsurer agrees to assume severally and not joint with o |
|
| January 22, 2019 |
Form of Proxy Card for Special Meeting of Positive Physicians Insurance Exchange subscribers Exhibit 99.14 POSITIVE PHYSICIANS INSURANCE EXCHANGE I/We hereby appoint Lewis S. Sharps, M.D. and Leslie Latta, or any one of them acting in the absence of the other, as proxyholders, each with the power to appoint his or her substitute, and hereby authorize them to represent me/us and to vote for me/us as designated on the reverse side, at the Special Meeting of Subscribers to be held on , 2019, |
|
| January 22, 2019 |
Exhibit 99.1 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 Professional Casualty Association Berwyn, Pennsylvania Conversion Valuation Appraisal Report Valued as of May 1, 2018 Prepared By Feldman Financial Advisors, Inc. McLean, Virginia FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 May 1, 2018 Board of Directors Professional |
|
| January 22, 2019 |
Exhibit 2.1 PROFESSIONAL CASUALTY ASSOCIATION AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM Adopted by the Attorney-in-Fact on September 17, 2018 PROFESSIONAL CASUALTY ASSOCIATION AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM 1.GENERAL. Professional Casualty Association (?PCA?) is a Pennsylvania domiciled reciprocal inter-insurance exchange. On June |
|
| January 22, 2019 |
Exhibit 10.7 MANAGEMENT SERVICES AGREEMENT MANAGEMENT SERVICES AGREEMENT (this ?Agreement?) made as of , 2019 (the ?Effective Date?), between POSITIVE PHYSICIANS HOLDINGS, INC., a Pennsylvania corporation (?Holdings?), and DIVERSUS MANAGEMENT, INC., a Pennsylvania corporation (?Diversus?). W I T N E S S E T H: WHEREAS, Holdings is the parent company of Positive Physicians Insurance Company, a Penn |
|
| January 22, 2019 |
Exhibit 10.3 Execution Copy AMENDMENT TO STANDBY STOCK PURCHASE AGREEMENT This AMENDMENT TO STANDBY STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of September 21, 2018, is entered into by and among Positive Physicians Holdings, Inc. a Pennsylvania corporation (the ?Company?), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (?PPIX?), Phys |
|
| January 22, 2019 |
As filed with the Securities and Exchange Commission on January 22, 2019. As filed with the Securities and Exchange Commission on January 22, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POSITIVE PHYSICIANS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Pennsylvania 6331 83-0824448 (State or other jurisdiction of incorporation or |
|
| January 22, 2019 |
Exhibit 99.17 January 10, 2019 Positive Physicians Holdings, Inc. 100 Berwyn Park, Suite 220 850 Cassatt Road Berwyn, PA 19312 Gentlemen: I hereby consent to being named as a person who will serve as a director of Positive Physicians Holdings, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in |
|
| January 22, 2019 |
Exhibit 99.16 January 10, 2019 Positive Physicians Holdings, Inc. 100 Berwyn Park, Suite 220 850 Cassatt Road Berwyn, PA 19312 Gentlemen: I hereby consent to being named as a person who will serve as a director of Positive Physicians Holdings, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in |
|
| January 22, 2019 |
Form of Proxy Card for Special Meeting of Professional Casualty Association subscribers Exhibit 99.12 PROFESSIONAL CASUALTY ASSOCIATION I/We hereby appoint Lewis S. Sharps, M.D. and Leslie Latta, or any one of them acting in the absence of the other, as proxyholders, each with the power to appoint his or her substitute, and hereby authorize them to represent me/us and to vote for me/us as designated on the reverse side, at the Special Meeting of Subscribers to be held on , 2019, or a |
|
| January 22, 2019 |
Exhibit 10.5 Execution Copy AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT This AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT (this ?Agreement?), dated as of September 21, 2018, is entered into by and among Diversus, Inc., a Delaware corporation (?Diversus?), Positive Physicians Holdings, Inc. a Pennsylvania corporation (the ?Company?), Positive Physicians Insurance Exchange, a Pennsylvania domiciled r |
|
| January 22, 2019 |
Exhibit 10.4 Execution Copy AMENDMENT #2 TO STANDBY STOCK PURCHASE AGREEMENT This AMENDMENT #2 TO STANDBY STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of December 6, 2018, is entered into by and among Positive Physicians Holdings, Inc. a Pennsylvania corporation (the ?Company?), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (?PPIX?), |
|
| January 22, 2019 |
Exhibit 10.13 TERM SHEET September 10, 2018 Borrower(s): Positive Physicians Holdings (PPH) Lender: LegacyTexas Bank Loan Amount and Type: $5,000,000 Revolving Line of Credit Purpose: General Corporate Purposes Maturity: 5 years Repayment: Interest-only monthly with Principal due at maturity. Pricing: Variable 1 Month Libor + 2.75%, or WSJP + 0.0% Fees: 25 bps unused Guarantors: Any existing or fu |
|
| January 22, 2019 |
Exhibit 10.11 MEDICAL PROFESSIONAL LIABILITY EXCESS OF LOSS REINSURANCE CONTRACT EFFECTIVE: JANUARY 1, 2018 between PROFESSIONAL CASUALTY ASSOCIATION KING OF PRUSSIA, PENNSYLVANIA (hereinafter called the ?Company?) and HANNOVER RUCK SE AIIN Reference 1340125 (hereinafter called the ?Reinsurer?) Under the terms of this Contract the above Reinsurer agrees to assume severally and not joint with other |
|
| January 22, 2019 |
Form of Positive Physicians Insurance Exchange Subscriber Proxy Materials Exhibit 99.11 PROXY STATEMENT Your proxy, in the form enclosed, is solicited by Specialty Insurance Services, LLC., the Attorney-in-Fact of Positive Physicians Insurance Exchange, for use at a Special Meeting of its eligible subscribers to be held on , 2018 and any adjournment of that meeting, for the purposes set forth below. The Attorney-in-Fact urges you to sign and return your proxy even if yo |
|
| January 22, 2019 |
Form of certificate evidencing shares of common stock of Positive Physicians Holdings, Inc. Exhibit 4.1 CUSIP NO. COMMON STOCK CERTIFICATE NO. COMMON STOCK SHARES POSITIVE PHYSICIANS HOLDINGS, INC. ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA [SPECIMEN] is the owner of: FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF POSITIVE PHYSICIANS HOLDINGS, INC. a Pennsylvania stock corporation. The shares represented by this certificate are transf |
|
| January 22, 2019 |
Exhibit 3.2 BYLAWS OF POSITIVE PHYSICIANS HOLDINGS, INC. Article I Meetings of Shareholders Section 1.1. Annual Meetings. The regular annual meeting of the shareholders for the election of directors and the transaction of whatever other business may properly come before the meeting, shall be held at the main office of the Corporation, 100 Berwyn Park, 850 Cassatt Road, Suite 220, Berwyn, Pennsylva |
|
| January 22, 2019 |
Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF POSITIVE PHYSICIANS HOLDINGS, INC. A Business-Stock Domestic Corporation The Articles of Incorporation of Positive Physicians Holdings, Inc., a Pennsylvania corporation, are hereby amended and restated to read as follows: FIRST: The name of the corporation is: Positive Physicians Holdings, Inc. (the ?Corporation?). SECOND: The location |
|
| January 22, 2019 |
Exhibit 10.2 Execution Copy STANDBY STOCK PURCHASE AGREEMENT This STANDBY STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of June 8, 2018, is entered into by and among Positive Physicians Holdings, Inc. a Pennsylvania corporation (the ?Company?), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (?PPIX?), Physician?s Insurance Program Exchan |
|
| January 22, 2019 |
Exhibit 99.2 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 Physicians? Insurance Program Exchange Berwyn, Pennsylvania Conversion Valuation Appraisal Report Valued as of May 1, 2018 Prepared By Feldman Financial Advisors, Inc. McLean, Virginia FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 May 1, 2018 Board of Directors Physici |
|
| January 22, 2019 |
Exhibit 10.9 GOVERNANCE AGREEMENT This GOVERNANCE AGREEMENT (this ?Agreement?), dated as of September 19, 2018, is entered into by and among Insurance Capital Group, LLC, a Delaware limited liability company (?ICG?), and Enstar Holdings (US) LLC, a Delaware limited liability company (?Enstar?). W I T N E S S E T H: WHEREAS, ICG has agreed to act as the ?Standby Purchaser? pursuant to that certain |
|
| January 22, 2019 |
Exhibit 10.6 Form of ?Option Agreement? Exhibit B to Standby Purchase Agreement OPTION AGREEMENT This OPTION AGREEMENT (this ?Agreement?) is entered into as of [?], 201, among Insurance Capital Group, LLC, a Delaware limited liability company (?ICG?), ,1 a (?? and, together with ICG, the ?Positive Shareholders?), Diversus, Inc., a Delaware corporation (?Diversus?), and Positive Physicians Holdings |
|
| January 22, 2019 |
Exhibit 10.1 Form of ?Diversus Management Agreement? Exhibit A to Standby Purchase Agreement MANAGEMENT AGREEMENT MANAGEMENT AGREEMENT (this ?Agreement?) made as of June 8, 2018 (the ?Effective Date?), between POSITIVE PHYSICIANS INSURANCE COMPANY, a Pennsylvania stock insurance company (?Positive?), and its parent POSITIVE PHYSICIANS HOLDINGS, INC., a Pennsylvania corporation (?Holdings?), solely |
|
| January 22, 2019 |
Exhibit 2.3 POSITIVE PHYSICIANS INSURANCE EXCHANGE AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM Adopted by the Attorney-in-Fact on September 17, 2018 POSITIVE PHYSICIANS INSURANCE EXCHANGE AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM 1. GENERAL. Positive Physicians Insurance Exchange (?PPIX?) is a Pennsylvania domiciled reciprocal inter-insurance e |
|
| January 22, 2019 |
Exhibit 10.12 MEDICAL PROFESSIONAL LIABILITY EXCESS OF LOSS REINSURANCE CONTRACT EFFECTIVE: JANUARY 1, 2018 between PHYSICIANS INSURANCE PROGRAM EXCHANGE KING OF PRUSSIA, PENNSYLVANIA (hereinafter called the ?Company?) and HANNOVER RUCK SE AIIN Reference 1340125 (hereinafter called the ?Reinsurer?) Under the terms of this Contract the above Reinsurer agrees to assume severally and not joint with o |
|
| January 22, 2019 |
Letters and statements to prospective purchasers of stock in offering Exhibit 99.7 [INSERT PCA LETTERHEAD] February , 2019 [INSERT MEMBER NAME] [INSERT MEMBER ADDRESS] Dear Policyholder: We are pleased to inform you that the respective Attorneys-in-Fact of Positive Physicians Insurance Exchange (?PPIX?), Professional Casualty Association (?PCA?), and Physicians? Insurance Program Exchange (?PIPE?) have each approved a Plan of Conversion from Reciprocal Exchange to S |
|
| December 27, 2018 |
EX-1.1 2 filename2.htm Exhibit 1.1 Positive Physicians Holdings, Inc. Up to 4,830,000 Shares COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT February , 2019 Griffin Financial Group, LLC 620 Freedom Business Center 2nd Floor King of Prussia, Pennsylvania 10019 Ladies and Gentlemen: Positive Physicians Holdings, Inc., a Pennsylvania business corporation (“HoldCo”) |
|
| December 27, 2018 |
Exhibit XX Amended Form of ?Diversus Management Agreement? Exhibit A to Standby Purchase Agreement MANAGEMENT AGREEMENT MANAGEMENT AGREEMENT (this ?Agreement?) made as of (the ?Effective Date?), between POSITIVE PHYSICIANS INSURANCE COMPANY, a Pennsylvania stock insurance company (?Positive?), and its parent POSITIVE PHYSICIANS HOLDINGS, INC. |
|
| December 27, 2018 |
POSITIVE PHYSICIANS INSURANCE EXCHANGE Exhibit 99.13 POSITIVE PHYSICIANS INSURANCE EXCHANGE I/We hereby appoint Lewis S. Sharps, M.D. and Leslie Latta, or any one of them acting in the absence of the other, as proxyholders, each with the power to appoint his or her substitute, and hereby authorize them to represent me/us and to vote for me/us as designated on the reverse side, at the Special Meeting of Subscribers to be held on , 2019, |
|
| December 27, 2018 |
EX-10.13 5 filename5.htm Exhibit 10.13 TERM SHEET September 10, 2018 Borrower(s): Positive Physicians Holdings (PPH) Lender: LegacyTexas Bank Loan Amount and Type: $5,000,000 Revolving Line of Credit Purpose: General Corporate Purposes Maturity: 5 years Repayment: Interest-only monthly with Principal due at maturity. Pricing: Variable 1 Month Libor + 2.75%, or WSJP + 0.0% Fees: 25 bps unused Guara |
|
| December 27, 2018 |
DRS/A 1 filename1.htm As submitted confidentially to the Securities and Exchange Commission on December 27, 2018. The registrant is submitting this draft registration statement confidentially as an “emerging growth company” pursuant to Section 6(e) of the Securities Act of 1933, as amended. Registration No. 337-02283 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 |
|
| December 27, 2018 |
[ PPHI LOGO ] QUESTIONS AND ABOUT OUR CONVERSIONS AND STOCK OFFERING Exhibit 99.6 [ PPHI LOGO ] QUESTIONS AND ANSWERS ABOUT OUR CONVERSIONS AND STOCK OFFERING 1 This pamphlet answers questions about the reciprocal to stock conversions of Positive Physicians Insurance Exchange, Professional Casualty Association, and Physicians? Insurance Program Exchange and the related common stock offering of Positive Physicians Holdings, Inc. ABOUT THE PLANS OF CONVERSION The res |
|
| December 27, 2018 |
EX-99.11 11 filename11.htm Exhibit 99.11 PROXY STATEMENT Your proxy, in the form enclosed, is solicited by Specialty Insurance Services, LLC., the Attorney-in-Fact of Positive Physicians Insurance Exchange, for use at a Special Meeting of its eligible subscribers to be held on , 2018 and any adjournment of that meeting, for the purposes set forth below. The Attorney-in-Fact urges you to sign and r |
|
| December 27, 2018 |
PROFESSIONAL CASUALTY ASSOCIATION EX-99.12 12 filename12.htm Exhibit 99.12 PROFESSIONAL CASUALTY ASSOCIATION I/We hereby appoint Lewis S. Sharps, M.D. and Leslie Latta, or any one of them acting in the absence of the other, as proxyholders, each with the power to appoint his or her substitute, and hereby authorize them to represent me/us and to vote for me/us as designated on the reverse side, at the Special Meeting of Subscribers |
|
| December 27, 2018 |
Exhibit 99.5 STOCK ORDER FORM For Internal Use Only Positive Physicians Holdings, Inc. 620 Freedom Business Center Suite 200 King of Prussia, PA 19406 Call us at 610-205-6005 BATCH # ORDER # CATEGORY REC?D O C Policy Number Policy Name Policy Address ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) by 12:00 noon, Eastern Tim |
|
| December 27, 2018 |
EX-99.9 9 filename9.htm Exhibit 99.9 PROXY STATEMENT Your proxy, in the form enclosed, is solicited by Professional Third Party, L.P., the Attorney-in-Fact of Professional Casualty Association, for use at a Special Meeting of the eligible subscribers of Professional Casualty Association to be held on , 2019 and any adjournment of that meeting, for the purposes set forth below. The Attorney-in-Fact |
|
| December 27, 2018 |
PHYSICIANS’ INSURANCE PROGRAM EXCHANGE Exhibit 99.14 PHYSICIANS? INSURANCE PROGRAM EXCHANGE I/We hereby appoint Lewis S. Sharps, M.D. and Leslie Latta, or any one of them acting in the absence of the other, as proxyholders, each with the power to appoint his or her substitute, and hereby authorize them to represent me/us and to vote for me/us as designated on the reverse side, at the Special Meeting of Subscribers to be held on , 2019, |
|
| December 27, 2018 |
FELDMAN FINANCIAL ADVISORS, INC. Exhibit 99.4 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 (202) 467-6862 October 5, 2018 Boards of Directors Physicians? Insurance Program Exchange Positive Physicians Insurance Exchange Professional Casualty Association 100 Berwyn Park 850 Cassatt Road, Suite 220 Berwyn, Pennsylvania 19312 Members of the Boards: It is the opinion of Feldman Financial Advisors, Inc., that t |
|
| December 27, 2018 |
EX-99.10 10 filename10.htm Exhibit 99.10 PROXY STATEMENT Your proxy, in the form enclosed, is solicited by Physicians’ Insurance Program Management Company, the Attorney-in-Fact of Physicians’ Insurance Program Exchange, for use at a Special Meeting of its eligible subscribers to be held on , 2018 and any adjournment of that meeting, for the purposes set forth below. The Attorney-in-Fact urges you |
|
| December 27, 2018 |
AMENDMENT #2 TO STANDBY STOCK PURCHASE AGREEMENT EX-10.4 4 filename4.htm Exhibit 10.4 Execution Copy AMENDMENT #2 TO STANDBY STOCK PURCHASE AGREEMENT This AMENDMENT #2 TO STANDBY STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 6, 2018, is entered into by and among Positive Physicians Holdings, Inc. a Pennsylvania corporation (the “Company”), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insur |
|
| November 23, 2018 |
Exhibit 10.10 MEDICAL PROFESSIONAL LIABILITY EXCESS OF LOSS REINSURANCE CONTRACT EFFECTIVE: JANUARY 1, 2018 between PHYSICIANS INSURANCE PROGRAM EXCHANGE KING OF PRUSSIA, PENNSYLVANIA (hereinafter called the ?Company?) and HANNOVER RUCK SE AIIN Reference 1340125 (hereinafter called the ?Reinsurer?) Under the terms of this Contract the above Reinsurer agrees to assume severally and not joint with o |
|
| November 23, 2018 |
Exhibit 21.1 SUBSIDIARIES OF REGISTRANT Company State of Organization Percentage of Equity Owned Directly or Indirectly None |
|
| November 23, 2018 |
As submitted confidentially to the Securities and Exchange Commission on November , 2018. |
|
| November 23, 2018 |
EX-10.9 3 filename3.htm Exhibit 10.9 MEDICAL PROFESSIONAL LIABILITY EXCESS OF LOSS REINSURANCE CONTRACT EFFECTIVE: JANUARY 1, 2018 between PROFESSIONAL CASUALTY ASSOCIATION KING OF PRUSSIA, PENNSYLVANIA (hereinafter called the “Company”) and HANNOVER RUCK SE AIIN Reference 1340125 (hereinafter called the “Reinsurer”) Under the terms of this Contract the above Reinsurer agrees to assume severally a |
|
| November 23, 2018 |
Exhibit 10.6 MEDICAL PROFESSIONAL LIABILITY EXCESS OF LOSS REINSURANCE CONTRACT EFFECTIVE: JANUARY 1, 2018 between POSITIVE PHYSICIANS INSURANCE EXCHANGE KING OF PRUSSIA, PENNSYLVANIA (hereinafter called the “Company”) and HANNOVER RUCK SE AIIN Reference 1340125 (hereinafter called the “Reinsurer”) Under the terms of this Contract the above Reinsurer agrees to assume severally and not joint with o |
|
| September 27, 2018 |
Exhibit 2.3 POSITIVE PHYSICIANS INSURANCE EXCHANGE AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM Adopted by the Attorney-in-Fact on September 17, 2018 POSITIVE PHYSICIANS INSURANCE EXCHANGE AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM 1. GENERAL. Positive Physicians Insurance Exchange (?PPIX?) is a Pennsylvania domiciled reciprocal inter-insurance e |
|
| September 27, 2018 |
Exhibit 2.1 PROFESSIONAL CASUALTY ASSOCIATION AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM Adopted by the Attorney-in-Fact on September 17, 2018 PROFESSIONAL CASUALTY ASSOCIATION AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM 1.GENERAL. Professional Casualty Association (?PCA?) is a Pennsylvania domiciled reciprocal inter-insurance exchange. On June |
|
| September 27, 2018 |
FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 Exhibit 99.3 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 Positive Physicians Insurance Exchange Berwyn, Pennsylvania Conversion Valuation Appraisal Report Valued as of May 1, 2018 Prepared By Feldman Financial Advisors, Inc. McLean, Virginia Exhibit 99.3 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 May 1, 2018 Board of Dire |
|
| September 27, 2018 |
AMENDMENT TO STANDBY STOCK PURCHASE AGREEMENT Exhibit 10.2(b) Execution Copy AMENDMENT TO STANDBY STOCK PURCHASE AGREEMENT This AMENDMENT TO STANDBY STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of September 21, 2018, is entered into by and among Positive Physicians Holdings, Inc. a Pennsylvania corporation (the ?Company?), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (?PPIX?), P |
|
| September 27, 2018 |
Exhibit 4.1 CUSIP NO. COMMON STOCK CERTIFICATE NO. COMMON STOCK SHARES POSITIVE PHYSICIANS HOLDINGS, INC. ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA [SPECIMEN] is the owner of: FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF POSITIVE PHYSICIANS HOLDINGS, INC. a Pennsylvania stock corporation. The shares represented by this certificate are transf |
|
| September 27, 2018 |
EX-10.4 9 filename9.htm Exhibit 10.4 Form of “Option Agreement” Exhibit B to Standby Purchase Agreement OPTION AGREEMENT This OPTION AGREEMENT (this “Agreement”) is entered into as of [●], 201, among Insurance Capital Group, LLC, a Delaware limited liability company (“ICG”), ,1 a (“” and, together with ICG, the “Positive Shareholders”), Diversus, Inc., a Delaware corporation (“Diversus”), and Posi |
|
| September 27, 2018 |
Exhibit 10.1 Form of ?Diversus Management Agreement? Exhibit A to Standby Purchase Agreement MANAGEMENT AGREEMENT MANAGEMENT AGREEMENT (this ?Agreement?) made as of June 8, 2018 (the ?Effective Date?), between POSITIVE PHYSICIANS INSURANCE COMPANY, a Pennsylvania stock insurance company (?Positive?), and its parent POSITIVE PHYSICIANS HOLDINGS, INC., a Pennsylvania corporation (?Holdings?), solely |
|
| September 27, 2018 |
FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 Exhibit 99.2 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 Physicians? Insurance Program Exchange Berwyn, Pennsylvania Conversion Valuation Appraisal Report Valued as of May 1, 2018 Prepared By Feldman Financial Advisors, Inc. McLean, Virginia FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 May 1, 2018 Board of Directors Physici |
|
| September 27, 2018 |
Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF POSITIVE PHYSICIANS HOLDINGS, INC. A Business-Stock Domestic Corporation The Articles of Incorporation of Positive Physicians Holdings, Inc., a Pennsylvania corporation, are hereby amended and restated to read as follows: FIRST: The name of the corporation is: Positive Physicians Holdings, Inc. (the “Corporation”). SECOND: The location |
|
| September 27, 2018 |
Exhibit 10.7 GOVERNANCE AGREEMENT This GOVERNANCE AGREEMENT (this ?Agreement?), dated as of September 19, 2018, is entered into by and among Insurance Capital Group, LLC, a Delaware limited liability company (?ICG?), and Enstar Holdings (US) LLC, a Delaware limited liability company (?Enstar?). W I T N E S S E T H: WHEREAS, ICG has agreed to act as the ?Standby Purchaser? pursuant to that certain |
|
| September 27, 2018 |
FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 EX-99.1 15 filename15.htm Exhibit 99.1 FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 Professional Casualty Association Berwyn, Pennsylvania Conversion Valuation Appraisal Report Valued as of May 1, 2018 Prepared By Feldman Financial Advisors, Inc. McLean, Virginia FELDMAN FINANCIAL ADVISORS, INC. 8804 MIRADOR PLACE MCLEAN, VA 22102 202-467-6862 May 1, 2018 Board |
|
| September 27, 2018 |
STANDBY STOCK PURCHASE AGREEMENT Exhibit 10.2(a) Execution Copy STANDBY STOCK PURCHASE AGREEMENT This STANDBY STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of June 8, 2018, is entered into by and among Positive Physicians Holdings, Inc. a Pennsylvania corporation (the ?Company?), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (?PPIX?), Physician?s Insurance Program Exc |
|
| September 27, 2018 |
Exhibit 10.3(a) Execution Copy SUPPLEMENTAL AGREEMENT This SUPPLEMENTAL AGREEMENT (this ?Agreement?), dated as of June 8, 2018, is entered into by and among Diversus, Inc., a Delaware corporation (?Diversus?), Positive Physicians Holdings, Inc. a Pennsylvania corporation (the ?Company?), Positive Physicians Insurance Exchange, a Pennsylvania domiciled reciprocal inter-insurance exchange (?PPIX?), |
|
| September 27, 2018 |
As submitted confidentially to the Securities and Exchange Commission on September , 2018. |
|
| September 27, 2018 |
Exhibit 2.2 PHYSICIANS? INSURANCE PROGRAM EXCHANGE AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM Adopted by the Attorney-in-Fact on September 17, 2018 PHYSICIANS? INSURANCE PROGRAM EXCHANGE AMENDED AND RESTATED PLAN OF CONVERSION FROM RECIPROCAL TO STOCK FORM 1. GENERAL. Physicians? Insurance Program Exchange (?PIPE?) is a Pennsylvania domiciled reciprocal and inter-insuran |
|
| September 27, 2018 |
AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT Exhibit 10.3(b) Execution Copy AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT This AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT (this ?Agreement?), dated as of September 21, 2018, is entered into by and among Diversus, Inc., a Delaware corporation (?Diversus?), Positive Physicians Holdings, Inc. a Pennsylvania corporation (the ?Company?), Positive Physicians Insurance Exchange, a Pennsylvania domicile |
|
| September 27, 2018 |
BYLAWS POSITIVE PHYSICIANS HOLDINGS, INC. Article I Meetings of Shareholders Exhibit 3.2 BYLAWS OF POSITIVE PHYSICIANS HOLDINGS, INC. Article I Meetings of Shareholders Section 1.1. Annual Meetings. The regular annual meeting of the shareholders for the election of directors and the transaction of whatever other business may properly come before the meeting, shall be held at the main office of the Corporation, 100 Berwyn Park, 850 Cassatt Road, Suite 220, Berwyn, Pennsylva |
