Clover Health Files 8-K Report

Ticker: CLOV · Form: 8-K · Filed: Apr 4, 2024 · CIK: 1801170

Clover Health Investments, Corp. /De 8-K Filing Summary
FieldDetail
CompanyClover Health Investments, Corp. /De (CLOV)
Form Type8-K
Filed DateApr 4, 2024
Risk Levellow
Pages4
Reading Time5 min
Key Dollar Amounts$0.0001, $2.5 m
Sentimentneutral

Sentiment: neutral

Topics: sec-filing, 8-k, routine-reporting

Related Tickers: CLOV

TL;DR

CLOV filed an 8-K, standard reporting, no major news.

AI Summary

On April 4, 2024, Clover Health Investments Corp. filed an 8-K report to disclose information regarding other events and financial statements. The filing does not contain specific financial figures or new material events beyond routine reporting requirements.

Why It Matters

This filing indicates routine corporate disclosures and financial reporting by Clover Health Investments Corp. to the SEC.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report with no new material information or significant financial events disclosed.

Key Players & Entities

  • CLOVER HEALTH INVESTMENTS, CORP. (company) — Registrant
  • 0001801170 (company) — Central Index Key
  • 20240404 (date) — Date of Report
  • 3401 Mallory Lane, Suite 210 Franklin, Tennessee 37067 (address) — Principal Executive Offices

FAQ

What is the primary purpose of this 8-K filing for Clover Health Investments Corp.?

The primary purpose of this 8-K filing is to report on 'Other Events' and 'Financial Statements and Exhibits' as of April 4, 2024.

What is the exact date of the earliest event reported in this filing?

The date of the earliest event reported in this filing is April 4, 2024.

What is the Commission File Number for Clover Health Investments Corp.?

The Commission File Number for Clover Health Investments Corp. is 001-39252.

Where are Clover Health Investments Corp.'s principal executive offices located?

Clover Health Investments Corp.'s principal executive offices are located at 3401 Mallory Lane, Suite 210, Franklin, Tennessee 37067.

Does this 8-K filing disclose any specific new financial results or material business developments?

Based on the provided text, this 8-K filing is for routine reporting of 'Other Events' and 'Financial Statements and Exhibits' and does not appear to disclose specific new financial results or material business developments.

Filing Stats: 1,178 words · 5 min read · ~4 pages · Grade level 11.3 · Accepted 2024-04-04 16:33:31

Key Financial Figures

  • $0.0001 — stered Class A Common Stock, par value $0.0001 per share CLOV The NASDAQ Stock Market
  • $2.5 m — to plaintiffs' counsel in the amount of $2.5 million, which remains subject to final c

Filing Documents

01. Other Events

Item 8.01. Other Events. Litigation Update On April 4, 2024, Clover Health Investments, Corp. (the " Company "), as required by the Settlement (as defined below) resolving the shareholder derivative actions captioned (1) Sun v. Garipalli, et al. , No. 3:21-cv-0311 (M.D. Tenn.); (2) In re: Clover Health Investments Corp. Derivative Litig. , No. 1:21-cv-00191 (D. Del.); (3) In re Clover Health Investments, Corp. Stockholder Derivative Litig. , Index No. 655420/2021 (N.Y. Sup. Ct., N.Y. Cnty.); and (4) Davies v. Garipalli, et al. , No. 2021-1016-SG (Del. Ch.) (the " Shareholder Derivative Actions "), issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1. The Company has previously disclosed the Shareholder Derivative Actions, most recently in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the " Form 10-K ") and in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, which involve the Company being named as nominal defendant in certain shareholder derivative actions asserting claims that generally relate to the allegations published in an article issued on February 4, 2021 by Hindenburg Research LLC. On February 5, 2024, the plaintiffs in the Shareholder Derivative Actions, on the one hand, and the Company, on the other hand, executed a Stipulation and Agreement of Settlement dated as of February 2, 2024 (the " Stipulation "), which, subject to final court approval, provides the defendants in the Shareholder Derivative Actions with customary releases and, as previously disclosed, will require the Company to implement a suite of corporate governance enhancements (the " Settlement "). The Settlement does not involve any monetary payment, other than payment of an award of fees and expenses to plaintiffs' counsel in the amount of $2.5 million, which remains subject to final court approval. On March 5, 2024, the United States District Court for the Middle Dis

Forward-Looking Statements

Forward-Looking Statements Please note that this report, including the press release attached hereto, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding future events and the Company's future results of operations, financial position, business strategy and future plans. Forward-looking statements are not guarantees of future performance, and you are cautioned not to place undue reliance on such statements. In some cases, you can identify forward looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "going to," "can," "could," "should," "would," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "outlook," "forecast," "guidance," "objective," "plan," "seek," "grow," "target," "if," "continue" or the negative of these words or other similar terms or expressions that concern the Company's expectations, strategy, priorities, plans or intentions. Forward-looking statements in this report include, but are not limited to, statements regarding the litigation and proposed settlement, including definitive documentation and final court approval, as well as expectations related to the Company's profitability, liquidity, future performance, future operations and future results. These statements are subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, levels of activity, performance or achievements to differ materially from results expressed or implied in this report. Additional information concerning these and other risk factors is contained in the Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, and in our subsequent reports filed with the SEC, in each case where relevant, including the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) List of Exhibits Exhibit No. Description 99.1 Press Release of the Company dated April 4, 2024 99.2 Stipulation and Agreement of Settlement 99.3 Long-Form Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions 104 Cover Page Interactive Data File (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. Clover Health Investments, Corp. Date: April 4, 2024 By: /s/ Terrence Ronan Name: Terrence Ronan Title: Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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