Clover Health Investments, Corp. Announces Redemption of All Outstanding Warrants
July 22 2021 - 8:30AM
Clover Health Investments, Corp. (Nasdaq: CLOV), (“Clover Health”
or “the Company”), an innovative technology company committed to
improving health equity for America’s underserved seniors, today
announced that the Company will redeem all of its outstanding
warrants (the “Public Warrants”) to purchase shares of the
Company’s common stock, par value $0.0001 per share (the “Common
Stock”), that were issued under the Warrant Agreement, dated April
21, 2020, by and between the Company and Continental Stock Transfer
& Trust Company (the “Warrant Agent”), as warrant agent (the
“Warrant Agreement”), as part of the units sold in the Company’s
initial public offering (the “IPO”) and that remain outstanding at
5:00 p.m. New York City time on August 23, 2021 (the “Redemption
Date”) for a redemption price of $0.10 per Public Warrant. In
addition, the Company will redeem all of its outstanding warrants
to purchase Common Stock that were issued under the Warrant
Agreement in a private placement simultaneously with the IPO (the
“Private Warrants” and, together with the Public Warrants, the
“Warrants”) on the same terms as the outstanding Public Warrants.
Under the terms of the Warrant Agreement, the Company is
entitled to redeem all of the outstanding Public Warrants at a
redemption price of $0.10 per Public Warrant if (i) the last
reported sales price (the “Reference Value”) of the Common Stock is
at least $10.00 per share for any twenty trading days within the
thirty-day trading period ending on the third trading day prior to
the date on which a notice of redemption is given and (ii) if the
Reference Value is less than $18.00 per share, the Private Warrants
are also concurrently called for redemption on the same terms as
the outstanding Public Warrants. At the direction of the Company,
the Warrant Agent has delivered a notice of redemption to each of
the registered holders of the outstanding Warrants.
The Warrants may be exercised by the holders thereof until 5:00
p.m. New York City time on the Redemption Date to purchase fully
paid and non-assessable shares of Common Stock underlying such
Warrants. As the Reference Value is less than $18.00 per share,
payment upon exercise of the Warrants may be made either (i) in
cash, at an exercise price of $11.50 per share of Common Stock or
(ii) on a “cashless basis” in which the exercising holder will
receive a number of shares of Common Stock to be determined in
accordance with the terms of the Warrant Agreement and based on the
Redemption Date and the volume weighted average price (the “Fair
Market Value”) of the Common Stock during the 10 trading days
immediately following the date on which the notice of redemption is
sent to holders of Warrants. The Company will inform holders of the
Fair Market Value no later than one business day after such
10-trading day period ends. In no event will the number of shares
of Common Stock issued in connection with an exercise on a cashless
basis exceed 0.361 shares of Common Stock per Warrant. If any
holder of Warrants would, after taking into account all of such
holder’s Warrants exercised at one time, be entitled to receive a
fractional interest in a share of Common Stock, the number of
shares the holder will be entitled to receive will be rounded down
to the nearest whole number of shares.
Any Warrants that remain unexercised at 5:00 p.m. New York City
time on the Redemption Date will be void and no longer exercisable,
and the holders of those Warrants will be entitled to receive only
the redemption price of $0.10 per Warrant.
None of the Company, its board of directors or employees has
made or is making any representation or recommendation to any
holder of the Warrants as to whether to exercise or refrain from
exercising any Warrants.
The shares of Common Stock underlying the Warrants have been
registered by the Company under the Securities Act of 1933, as
amended, and are covered by a registration statement filed on Form
S-1 with, and declared effective by, the Securities and Exchange
Commission (Registration No. 333-252073). The SEC maintains an
Internet website that contains a copy of this prospectus. The
address of that site is www.sec.gov. Alternatively, you can obtain
a copy of the prospectus from the Company’s investor relations
website at https://investors.cloverhealth.com.
Questions concerning redemption and exercise of the Warrants can
be directed to our information agent, MacKenzie Partners, Inc., at
1407 Broadway, New York, NY 10018, telephone number: (800)
322-2885.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of any
of the Company’s securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
Forward Looking Statements
This press release 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. 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,” “objective,” “plan,” “seek,” “grow,”
“target,” “if,” “continue” or the negative of these words or other
similar terms or expressions that concern Clover Health’s
expectations, strategy, priorities, plans or intentions. These
statements are subject to known and unknown risks, uncertainties
and other factors that may cause our actual results to differ
materially from results expressed or implied in this press release,
including but not limited to the risks and uncertainties contained
in the Risk Factors section of our Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 2021.
Clover Health assumes no obligation, and does not intend, to update
these forward-looking statements as a result of future events or
developments.
About Clover Health
Clover Health (Nasdaq: CLOV) is a next-generation risk-bearing
organization aiming to achieve health equity for all Americans.
While our mission is to improve every life, we particularly focus
on seniors who have historically lacked access to affordable high
quality healthcare.
Contact Information
Investor Relations:Derrick Nuemaninvestors@cloverhealth.com
Press Contact:Andrew Still-Baxterpress@cloverhealth.com
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