[8-K] HCI Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Predictive Oncology Inc. (POAI) will hold a Special Meeting of Stockholders in 2025 to vote on three key items:

• Reverse Stock Split: Charter amendment to effect a 1-for-15 reverse split of outstanding common shares. The step is aimed at regaining compliance with Nasdaq’s $1.00 bid-price and $2.5 M stockholders’ equity listing standards after multiple deficiency notices. Fractional shares will be rounded up to the nearest whole share.
• Nasdaq Rule 5635 Approval: Authorize issuance of up to $10 million in common stock under a Standby Equity Purchase Agreement (SEPA) signed 1 Jul 2025 with YA II PN, Ltd. Yorkville will buy shares at a 4 % discount to VWAP, subject to a 19.99 % exchange cap unless shareholders approve higher issuance. A 4.99 % beneficial-ownership limit also applies.
• Adjournment Proposal: Permit meeting adjournment to solicit additional votes if needed.

Nasdaq has granted POAI an extension to 8 Dec 2025 to cure its listing deficiencies; failure to meet requirements after the reverse split would trigger delisting. Management argues the split could widen institutional ownership, lower transaction costs and increase strategic flexibility by boosting the pool of authorized but unissued shares. Risks include potential share-price decline post-split, lower liquidity, greater odd-lot trading costs and dilution from SEPA sales.

The Board unanimously recommends voting FOR all three proposals. Stockholders of record on the 2025 record date are entitled to one vote per share.

Positive

• Extension to 8 Dec 2025 granted by Nasdaq Hearings Panel, providing time to regain full compliance.
• Proposed $10 m Standby Equity Purchase Agreement offers flexible, near-term capital access without immediate debt.

Negative

• Nasdaq delisting risk remains if bid price falls below $1 within 12 months post-split or equity remains under $2.5 m.
• 1:15 reverse split and SEPA could cause significant shareholder dilution and reduced liquidity.
• Reverse split effectively increases authorized but unissued shares, enabling future dilutive issuances and potential anti-takeover use.

Insights

Securities Analyst

TL;DR: Reverse split seeks Nasdaq compliance; SEPA adds liquidity; both signal capital stress but preserve listing option.

The filing underscores POAI’s urgent need to maintain its Nasdaq Capital Market listing. A 1:15 reverse split can mechanically lift the bid price, yet does nothing to improve fundamentals and may reduce liquidity. Still, preserving Nasdaq status is critical for market access and investor perception. The $10 m SEPA provides a backstop for near-term working capital but is dilutive and priced at a 4 % discount to VWAP. The Board obtained a listing extension to 8 Dec 2025, buying time but setting a hard deadline. Overall impact is balanced: positive for survivability, negative for dilution and execution risk.

Corporate Governance Expert

TL;DR: Proposals enhance board flexibility but heighten dilution, anti-takeover and odd-lot risks.

The reverse split increases authorized yet unissued shares, equipping directors with capital-raising ammunition while potentially deterring hostile bids. However, shareholders face larger relative ownership erosion, especially under the SEPA which could exceed 20 % of pre-split shares if approved. The company discloses that Nasdaq’s January 2025 rule change removes any second compliance grace period if the price falls below $1 within a year of the split—raising the stakes. Governance risk stems from concentration of issuance power and reliance on an external financier with a capped 4.99 % ownership that limits alignment. Investors should weigh the necessity of maintaining the listing against these structural drawbacks.

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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 and Exchange Act of 1934

Date of Report (or Date of Earliest Event Reported): August 7, 2025

HCI Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Florida		001-34126		20-5961396
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

3802 Coconut Palm Drive

Tampa, Florida 33619

(Address of Principal Executive Offices)

(813) 405-3600

(Telephone Number, Including Area Code)

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):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	HCI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2025, we released our earnings for the three months and six months ended June 30, 2025. We plan to host an earnings conference call that same day at 4:45 p.m. Eastern time during which our chief executive officer, chief financial officer and chief operating officer as well as the president of our subsidiary, Exzeo Group, Inc., will discuss the results.

Interested parties may listen to the live presentation by dialing the listen-only number below or by clicking the webcast link available on the Investor Information section of the company’s website at www.hcigroup.com.

Date: Thursday, August 7, 2025

Time: 4:45 p.m. Eastern time (1:45 p.m. Pacific time)

Listen-only toll-free number: (888) 506-0062

Listen-only international number: (973) 528-0011

Entry Code: 521671

Please call the conference telephone number 10 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at (949) 574-3860.

A replay of the call will be available by telephone after 8:00 p.m. Eastern time on the same day as the call and via the Investor Information section of the HCI Group website at www.hcigroup.com.

Toll-free replay number: (877) 481-4010

International replay number: (919) 882-2331

Replay ID: 52723

Our earnings release appears as Exhibit 99.1 to this form 8-K

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Earnings Release

Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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, thereunto duly authorized.

Date: August 7, 2025.

HCI GROUP, INC.
By:		/s/ James Mark Harmsworth
		James Mark Harmsworth Chief Financial Officer

FAQ

What is the reverse stock split ratio proposed by POAI?

The Board is asking shareholders to approve a 1-for-15 reverse stock split of outstanding common shares.

Why does Predictive Oncology need a reverse split?

The company must raise its share price above $1.00 and meet equity thresholds to maintain its Nasdaq listing before 8 Dec 2025.

How much capital can POAI raise under the SEPA?

Up to $10 million in common stock can be sold to YA II PN, Ltd. at a 4 % discount to VWAP.

Will the SEPA issuances dilute existing shareholders?

Yes. Issuing shares beyond the 19.99 % cap requires approval and would proportionally dilute current ownership.

What happens if shareholders do not approve the Nasdaq Proposal?

Issuances under the SEPA will be limited to 1,921,706 shares, reducing available funding and potentially hindering compliance efforts.

When is the record date for voting eligibility?

Only stockholders of record at the close of business on the yet-to-be-specified 2025 record date may vote at the Special Meeting.