FALSE0001801170CLOVER HEALTH INVESTMENTS, CORP. /DE00018011702022-05-262022-05-26

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

Date of Report (Date of earliest event reported): May 26, 2022

CLOVER HEALTH INVESTMENTS, CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware
001-39252 98-1515192
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
Identification No.)
3401 Mallory Lane, Suite 210
Franklin, Tennessee
37067
(Address of Principal Executive Offices)
(Zip Code)


Registrant’s Telephone Number, Including Area Code: (201) 432-2133

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐ 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:

Trading
Title of each class
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share CLOV The NASDAQ Stock Market LLC
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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 26, 2022, Nathaniel S. Turner resigned as a member of the Board of Directors of Clover Health Investments, Corp. ("Clover" or the "Company"). Mr. Turner’s resignation as a director was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

“It has been an honor to serve as a member of Clover’s Board of Directors for the past six years. I’ve been deeply impressed by the team Clover has brought together and the impact they are making, and I look forward to seeing them continue on their mission to improve every life,” said Turner.

“Nat’s advice, guidance, and support have been invaluable since Clover’s inception. We are immensely grateful for his contributions including being a driving force in the founding of Clover,” said Clover Co-Founder, CEO and Chairman, Vivek Garipalli.




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 hereunto duly authorized.


Clover Health Investments, Corp.
Date: May 27, 2022 By: /s/ Mark C. Herbers
Name: Mark C. Herbers
Title: Interim Chief Financial Officer


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