Clover Health Faces Delisting Concerns

TL;DR

CLOV might get delisted, big trouble brewing.

AI Summary

Clover Health Investments Corp. filed an 8-K on April 5, 2024, reporting a notice of delisting or failure to satisfy a continued listing rule. The filing indicates a potential issue with the company's continued listing on the stock exchange, with the earliest event reported on April 2, 2024.

Why It Matters

This filing signals potential instability for Clover Health's stock, which could impact investor confidence and the company's ability to raise capital.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards is a severe indicator of financial distress or non-compliance, posing a significant risk to the company's stock.

Key Players & Entities

• CLOVER HEALTH INVESTMENTS, CORP. (company) — Registrant
• 0001801170 (company) — Central Index Key
• 001-39252 (company) — SEC File Number
• 3401 Mallory Lane, Suite 210 Franklin, Tennessee 37067 (company) — Principal Executive Offices Address
• April 2, 2024 (date) — Date of earliest event reported
• April 5, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share CLOV The NASDAQ Stock Market
• $1.00 — he "Common Stock") had closed below the $1.00 per share minimum bid price requirement

Filing Documents

• clov-20240402.htm (8-K) — 30KB
• 0001801170-24-000085.txt ( ) — 156KB
• clov-20240402.xsd (EX-101.SCH) — 2KB
• clov-20240402_lab.xml (EX-101.LAB) — 22KB
• clov-20240402_pre.xml (EX-101.PRE) — 13KB
• clov-20240402_htm.xml (XML) — 3KB

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 2, 2024, Clover Health Investments, Corp. (the "Company") received a written notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the last 30 consecutive business days, the bid price for the Company's Class A common stock (the "Common Stock") had closed below the $1.00 per share minimum bid price requirement for continued inclusion on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Price Requirement"). The Notice has no immediate effect on the listing of the Common Stock, which continues to trade on The Nasdaq Global Select Market under the symbol "CLOV". In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, which is until September 30, 2024, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company's Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days as required under Nasdaq Listing Rule 5810(c)(3)(A) (unless the Nasdaq staff exercises its discretion to extend this 10-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)) during the 180-day period prior to September 30, 2024. The Company is actively monitoring the closing bid price of its Common Stock and will consider all available options to regain compliance with the Minimum Bid Price Requirement, which may include seeking stockholder approval to effect a reverse stock split. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second 180-day period to regain compliance, maintain compliance with the other Nasdaq listing requirements or be successful in appealing any delisting determination. If the Company does not regain compliance by September 30, 2

Forward-Looking Statements

Forward-Looking Statements Please note that this report 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 compliance with Nasdaq listing requirements, potentially transferring the listing to The Nasdaq Capital Market, the potential appeal of any future delisting determination and the potential implementation of a reverse stock split. 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 Company's latest Annual Report on 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 Risk Factors se

View Full Filing

View this 8-K filing on SEC EDGAR